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Prairie Farms Dairy, Inc. - Development Agreement_Initiate Copyrighted March 18, 2019 City of Dubuque Items to be set for Public Hearing # 2. ITEM TITLE: Prairie Farms Dairy, Inc. - DevelopmentAgreement SUMMARY: City Manager recommending that the City Council set a public hearing for April 1 , 2019, to consider a Development Agreementforthe Prairie Farms Dairy, Inc. property located at 3510 Central Avenue. RESOLUTION Fixing the date for a public hearing on the City Council of the City of Dubuque, lowa on a proposed developmentAgreement between the City of Dubuque, lowa and Prairie Farms Dairy, Inc. including the issuance of Urban Renewal Tax Increment Revenue Obligations, and providing for the publication of notice thereof SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s), Set Public Hearing forApril 1 , 2019 ATTACHMENTS: Description Type Prairie Fam DevelopmentAgreemen-MVM Memo City Manager Memo Staff Memo Staff Memo DevelopmentAgreement Supporting Documentation Resolution Setting Public Hearing Resolutions Notice of Hearing Supporting Documentation 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: Development Agreement between the City of Dubuque and Prairie Farms Dairy, Inc. to Redevelop Property at 3510 Central Avenue DATE: March 14, 2019 Economic Development Director Jill Connors recommends the City Council set a public hearing for April 1 , 2019, to consider a Development Agreement for the $6.7 million Prairie Farms Dairy, Inc. project located at 3510 Central Avenue. 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 Jill M. Connors, Economic Development Director Dubuque Economic Development Department THE CITY OF �,, 5o West 13�^Street AI4MEPeelity Dubuque,lowa 52001-4864 �,��N Office(563)589-4393 U B E 1 I I I I I TTY(563)690-6678 http://www.cityofd u buq ue.org 2007•2012 Masterpiece on the Mississippi Zo,3•Zo„ TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Development Agreement between the City of Dubuque and Prairie Farms Dairy, Inc. to Redevelop Property at 3510 Central Avenue DATE: March 14, 2019 INTRODUCTION This memorandum is a request for the City Council to set a public hearing for April 1 , 2019 to consider a Development Agreement for the Prairie Farms Dairy, Inc. property located at 3510 Central Avenue. BACKGROUND The buildings at 3510 Central Avenue comprise the current operations of Prairie Farms Dairy, Inc. (the Company). The Company has the opportunity for significant additional business with an expanded production and storage facility. The expansion is anticipated to create 10 new full-time jobs. DISCUSSION The plans for this expansion include space for a new case dock, additional cold storage, and new equipment at a cost of approximately $6.7 Million, to be completed by December 1 , 2019. The proposed Development Agreement provides for several incentives to encourage the $6.7 Million facility expansion on the property. The Development Agreement proposes 10 years of Tax Increment Financing (TIF) rebates and requires the addition of at least 10 new full-time equivalent jobs. Additional terms and conditions are included in the attached Development Agreement. A public hearing is necessary to approve the TIF obligations. RECOMMENDATION/ ACTION STEP Based on the City Council's goal of creating a robust local economy, I recommend the City Council adopt the attached resolution to set a public hearing on the attached Development Agreement with Prairie Farms Dairy, Inc. to assist in redeveloping and creating jobs in the City of Dubuque. Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 100-19 FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON A PROPOSED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND PRAIRIE FARMS DAIRY, INC. INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS, AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF WHEREAS, the City of Dubuque, Iowa and Prairie Farms Dairy, Inc. have entered into a Development Agreement, subject to the approval of the City Council, for the rehabilitation of property located at 3510 Central Avenue, a copy of which Development Agreement is now on file at the Office of the City Clerk, City Hall, 50 W. 13th Street, Dubuque, Iowa; and WHEREAS, the City Council has tentatively determined that it would be in the best interests of the City to approve the Development Agreement with Prairie Farms Dairy, Inc.; and WHEREAS, it is deemed necessary and advisable that the City Council authorize Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of Iowa, and enter into the Development Agreement for the purpose of carrying out the rehabilitation of property located at 3510 Central Avenue; and WHEREAS, before said obligations may be approved, Chapter 403 of the Code of Iowa requires that the City Clerk publish a notice of the proposal and of the time and place of the meeting at which the City Council proposes to take action thereon and at which meeting the City Council shall receive oral and/or written objections from any resident or property owner of the City to such proposed action. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City Clerk is hereby authorized and directed to cause a notice to be published as prescribed by Iowa Code Section 403,9 of a pi iblic hearing nn the City's intent to approve the Development Agreement and authorize Urban Renewal Tax Increment Revenue obligations, to be held on the 1st day of April 2019, at 6:00 o'clock p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa. Section 2. The City Council will meet at said time and place for the purpose of taking action on the matter of approving the Development Agreement with Prairie Farms Dairy, Inc. and authorizing Urban Renewal Tax Increment Revenue obligations, the proceeds of which obligations will be used to carry out certain of the special financing activities described in the Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District, consisting of the funding of economic developments grants to Prairie Farms Dairy, Inc. pursuant to the Development Agreement. It is expected that the aggregate amount of the Tax Increment Revenue obligations to be issued will be approximately $420,000. Section 3. The City Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four days nor more than twenty days before the date of said meeting on the issuance of said obligations. Section 4. The notice of the public hearing and the proposed action to issue said obligations shall be in substantially the form attached hereto. Passed, approved and adopted this 18th day of March, 20 9. Attest: Kevin $. Firnstahl;'' City Clerk 2 �w D Roy D. Buol, Mayor I � DEVELOPMENT AGREEMENT '� BY AND BETWEEN ,� THE CITY OF DUBUQUE, IOWA, { AND �PRA1,?�F �ARR�� !?�, l�:�. � THIS DEVELOPMENT AGREE A reement dated for reference ur !i ( g ) p poses � the � day of uw�yt,c,G•( , is made and entered into by and between the City of Dubuque, lowa (City) and Prairie Farms Dairy, Inc., an Illinois corporation ' (Developer). � �{ WHEREAS, Developer is the owner of the following described real estate (the j Property): ;, Lots 50 thru 65 in Linehan Park Addition &Vacated Alley Between Said Lots; and �I Lots 66 th ru 73, 77 th ru 81, 1-74, 2-74, 74a, 1-75, 1-2-75, 2-2-75, 75a, 1-76, 2-76 ;� & 76a all in Linehan Park Addition & Vacated Alley Between Said Lots; and � Lots 1 a & 2a in Linehan Park Addition & Lot 80a Linehan Park Addition; and !I� Lots 90 thru 93 in Linehan Park Addition & North 1/2 Vacated Alley & Lots 1 & 2- '� 82, 82a, 1-83, 1 & 2-2-83, 83a, 1 & 2-84, 84a, 1 & 2-85 & 85a, all in Linehan Park j;� Addition; and ',� Dalsing Place No. 1; and ; Lot 92a in Linehan Park Addition; and � Lot 98 & East Balance of Lot 99 in Linehan Park Addition; and � Lot 100 &West 29' of Lot 99 in Linehan Park Addition; and Lots 101, 102, and 103 in Linehan Park Addition; and � Lot 104 & Northeast 16.1' of Lot 105 in Linehan Park Addition; and � Lot 105a in Linehan Park Addition; and � Lots 106thru 111, Inclusive, in Linehan ParkAddition � ; and , WHEREAS, the Property is located in Subarea B of the Peru Road Urban Renewal District (the District), approved by City Council Resolution -18 to be designated as n economic development area (the Project Area), as defined by lowa Code Chapter 403 (t e Urban Renewal Law); and � WHEREAS, Developer will undertake the expansion of its industrial facility located �o e Property and will b operating t� e sa during the term of this Agreement; and WHEREAS, Develope�-v�Cl make a capital investment in building improvements, e�uipment, furniture and fixtures in the Property (Project); and � WHEREAS, pursuant to lowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on December 4, 2017 and last amended on December 3, 2018, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and 112918ba1 P � � WHEREAS, the Dubuque City Council believes it is in the best interests of the City � to encourage Developer in the development of the Property by providing certain � incentives as set forth herein. � G � NOW, THEREFORE, the parties to this Development Agreement, in consideration '� of the promises, covenants and agreements made by each other, do hereby agree as follows: �� _ ;j SECTION 1. REPRESENTATIONS AND WARRANTIES I� �i 1.1 Representations and Warranties of City. In order to induce Developer to enter into � this Agreement, City hereby represents and warrants to Developer that to the best of 41 City's knowledge: _ ji ,; �� (1) As of the Closing, City will have obtained all necessary approvals and li consents for its execution, delivery and performance of this Agreement and that it !; will have full power and authority to execute, deliver and perform its obligations ° under this Agreement. City's attorney shall issue a legal opinion to Developer at li time of closing confirming the representation contained herein, in the form attached hereto as Exhibit A. ii '' (2) City shall exercise its best efforts to cooperate with Developer in the 7 development process, i �; (3) City shall exercise its best efforts to resolve any disputes arising during the � development process in a reasonable and prompt fashion. � ; �, (4)" The execution and delivery of this Agreement, the consummation of the �'; transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict � with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. � � v (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now before any local governmental 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 � 2 knowledge, there are no plans or efforts by any 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 � #hA �rn�o�-t� �(7) 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. (8) 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 Peru Road Urban Renewal Plan, most recently approved by City i!, Council of City on December 3, 2018 and as subsequently amended through and � � including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A copy � of the Urban Renewal Plan, as constituted on the date of this Agreement and in � the form attached hereto, is on file with the City of Dubuque City Clerk and the ,� Dubuque County Auditor. � � �; 1.2 Representations and Warranties of Developer. The Developer makes the following representations and warranties: � (1) Developer is an lowa non-profit corporation duly organized and validly � existing under the laws of the State of lowa and has all requisite power and � authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and ;N � � � perForm its obligations under the Agreement. � (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a 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 laws relating to or affecting creditors' rights generally. Developer's counsel shall issue a legal opinion to the City, at time of closing, confirming the representations contained herein, in the form attached herefo as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. 3 l (4) There are no actions, suits or proceedings pending or threatened against or � affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse ��;!�lrJ!? �n:!?!�I? �^:.��I� m�t��..��y �u�V,�IJ��y c�if��Ci i�1@ e.�'u'�ifi�� I�ar��ai N^v�iilvi� i�i result of operations of Developer or which affects the validity of the Agreement or � Developer's ability to perform its obligations under this Agreement. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, i State and federal laws and regulations. (6) Developer will use its best efforfis to obtain, or cause to be obtained, in a �1 � timely manner, all material requirements of all applicable iocal, state, and federal 'I laws and regulations which must be obtained or met. ,� (7)� Developer has firm commitments for permanent financing for the Project in 'i an amount sufficient, together with equity commitments, to successfully complete ��! the requirements of this Agreement and shall provide evidence thereof to City prior I'� to the Closing Date. b 1.3 Closinq. The Closing shall take place on the Closing Date which shall be the 30tn li day of January, 2019, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 28th day of February, 2019. Consummation of the Closing shall be deemed an agreement of the parties to this Agreement that the conditions of Closing shall have been satisfied or waived. � 1.4 Conditions to Closinq. The Closing of the transaction contemplated by this Agreement and 'all the obligations of Developer 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 1:1 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. 4 (4) Developer shall have furnished City with evidence, in a form 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 Minimum Improvements (as defined herein) I'; �� O��C�"��..�C� `�'✓I�� h@ �0^�i�uC�i^vi i �oai i� �a� uc�iil2`�u ii2i^ciiij, vP'vi�ji �i ic�ii i�vC received such other evidence of Developer's financial ability as the reasonable judgment of the City requires. (5) Developer's counsel shall issue a legal opinion to the City confirming the representations contained herein in the form attached hereto as Exhibit B. ; ` p 1.5 City's Obligations at Closinq. At or prior to the Closing Date, City shall deliver to !� Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. ,� � � SECTION 2. DEVELOPMENT ACTIVITIES , � 2.1 Required Minimum Improvements. City acknowledges that Developer is 1 expanding its industrial facility. Specifically, Developer agrees to construct the i building expansion and certain internal systems thereto, and with finishing the I building including, without limitation, all interior improvements (the Minimum Improvements); all as more particularly depicted and described on the plans and specifications to be delivered to and approved by City as contemplated in this � Agreement. Developer hereby agrees the Facility will be not less than fifteen thousand (15,000) square feet of floor space along with the necessary site work, machinery and equipment at an estimated cost of not less than $6,700;000. 2.2 [This section intentionally left blank] 2.3 Plans for Construction of Minimum Improvements. Plans and specifications with � respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded 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 work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.4 Timinq of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced within thirty (30) days after the Closing Date and shall be substantially completed by December 1, 2019. The time frames for the performance of these obligations shall be suspended due to unavoidable delays meaning delays, outside the cantrol of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of s . � � materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other � casualty to the Minimum Improvements, litigation commenced by third parties which, by ; injunction or other similar judicial action or by the exercise of reasonable discretion � directly results in delays, or acts of any federal, state or local government which directly � �-Pciilt in ax#!'?nrrljC??C; ��a��. �f-�a tirr�g fnr ra!'f�;^!"r1?!?�S �'� ��:C�"1 L'h�l�w�!�!?S �hu�� Q P extended only for the period of such delay. 2.5 Certificate of Completion. Promptly following the request of Developer upon ' completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying in the form attached as Exhibit G: Such certification (the Certificate of Completion) shall be in recordable form and shall be a conclusive � deterrnination of the satisfaction and termination of the agreements and covenants in this � Agreement. �� SECTION 3. CITY PARTICIPATION � � 3.1 This section intentionallv left blank. I; 3.2 Economic Development Grants. ;; I; (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 � �i remaining in compliance with the terms of this Agreement, to make twenty (20) � consecutive semi-annual payments (such payments being referred to collectively � as the Economic Development Grants) to Developer, as follows: � November 1, 2021 May 1, 2022 November 1, 2022 May 1, 2023 � November 1, 2023 May 1, 2024 � ° November 1, 2024 May 1, 2025 � November 1, 2025 May 1, 2026 November 1, 2026 May 1, 2027 November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 pursuant to lowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the actual amount of tax increment revenues 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 Property and Minimum Improvements constructed by Developer(the Developer Tax Increments). For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Developer Tax 6 � � � Increments shall be only those tax increment revenues collected by City in respect of the increase in the assessed value of the Property above the assessment of ,� January 1, 2018 ($3,356,960). Developer recognizes and, agrees that the , Economic Development Grants shall be paid solely and only from the incremental � twXe� �G'��±�� y ��+j,' In �@�N@C< <0 ��@ �i^vp2i"ij� ai�u v"�iiiiiiiiJiii �iiiNiuVCriieili5, � which does not include 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, instructional support 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. j I�(2) To fund the Economic Development Grants, City shall certify to the County � prior to December 1, 2020, and�each year thereafter, its request for the available �! Developer Tax Increments resulting from the assessments imposed by the County I as of January 1 of that year, to be collected by City as taxes are paid during the ;i following fiscal year and which shall thereafter be disbursed to the Developer on i November 1 and May 1 of that fiscal year. (Example: if City so certifies in i� December, 2020, the Economic Development Grants in respect thereof would be � ; paid to the Developer on November 1, 2021, and May 1, 2022). � u (3) The Economic Development Grants shall be payable from and secured �' solely and only by the Developer Tax Increments paid to City that, upon receipt, I� � shall be deposited and held in a special account created for such purpose and 'h� designated as the Prairie Farms TIF 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 Prairie Farms TIF Account to pay the Economic Development � Grants, as and to the extent set forth in Section 3.2 hereof. The Economic 4 Development Grants shall not be payable in any manner by other tax increments revenues, or by general taxation or from any other City funds. City makes no � representation with respect to the amounts that may be paid to 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 the Prairie Farm's 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 and the remaining actual amount of the property taxes paid by Developer to City, or any available Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 3.2 hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal � Law, and City shall have no obligations to Developer with respect to the use thereof. � � � (5) All of City's obligations under this Agreement, including but not limited to � City's obligation to pay the Economic Development Grants to Developer, shall be subject to City having completed all hearings and other procedures required to amend the Urban Renewal Plan to describe the Urban Renewal Project being ; anr�-Ar#a�:Ar? !� �CCOE��u�rc ynii��h �hie 4r�raa�r+�+��+ h �... �� .�.� ��,�, �� . SECTION 4. COVENANTS OF DEVELOPER � � 4.1 Job Creation. � � (1) Developer shall create Ten (10) full-time equivalent (FTE) employee � po$itions in Dubuque, lowa prior to October 1, 2021 and shall maintain those jobs '�1 and the existing 180 FTE employees at the Facility during the Term of this �;i Agreement. It is agreed by the parties that Developer has 180 FTE employees in �' i Dubuque, lowa, as of January 1, 2018. FTE employees shall be calculated by �i adding full-time and part-time employees together using 2080 hours per year as il � one FTE employee. � � i (2) In addition to the payment required by subsection 4.1(1), for the FTE ;� employee positions that Developer fails to create and maintain for any year during '' the Term of this Agreement, the semi-annual Economic Development Grants for ' such year under Section 3.2 shall be reduced by the percentage that the number � of such FTE employee positions bears to the total number of FTE employee positions required to be created and maintained (190 FTE employees) by this � I Section 4.1. (For example, if Developer has 185 FTE employees on October 1, ; 2021 the semi-annual Economic Development Grants would be 97% (185/190 employees) of the Tax Increment Revenues received by City would be paid by � City). � b � u (3) The foregoing payment and reduction of the semi-annual Economic i Development Grants shall be the City's sole remedies for the failure of Developer � to meet the job creation requirements of this Section 4.1. H 4.2 Certification. To assist City in monitoring the performance of Developer hereunder, not later than October 15, 2021 and again not later than October 15t" of each ear � thereafter during the term of this Agreement, a duly authorized officer of Developer hall � certify to City in a form acceptable to City (a) the number of FTE employees employed by Developer at the Facility in Dubuque, lowa on the first day of each of the preceding 12 months, and (b) to the effect that such officer has re-examined the terms and provisions of this Agreement and that at the date of such certificate, and during the preceding twelve (12) months, Developer is not or was not in default in the fulfillment of any of the terms and conditions of this Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate or during such period, or if the signer is aware of any such default, event or Event of Default, said officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. s � w ; ` I 4.3 Books and Records. During the term of this Agreement, Developer shall keep at ! all times and make available to City upon reasonable request proper books of record and �'� account in which full, true and correct entries will be made of all dealings and transactions i; r� rol��' � o ic. .J rl... .. .. .J L. � �� O� �i' I�� a.IC� �� i� b�,�ineJ� ai�u a�fali� �� LJG�COv�2i iii aCi.vivaiii,C vvitii y8iici'aliji accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. , q 4.4 Real Propertv Taxes. Developer 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 obligations have been assumed by another person pursuant to the � provisions ofi this Agreement. i) � 4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not � to apply for any state or local property tax exemptions which are available with respect to � the Development Property or 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, including those that arise under lowa Code Chapters 404 and 427, as amended. r; ; 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 at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the building (including Minimum � Improvements) replacement value when construction is completed, naming City ? as an additional insured and loss payee. Coverage shall include the "special perils" form and developer shall furnish City with proof of insurance in the form of a certificate of insurance. (2) Upon completion of construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense property insurance against loss and/or damage to the building (including the Minimum Improvements) under an insurance policy written with the "special perils" form and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements), naming City as loss payee. Developer shall furnish to City proof of insurance in the form of a certificate of insurance. (3) The term "replacement value" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. 9 (4) Developer shall notify City immediately in the case of damage exceeding � $50,000 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 (h'e� �r�nreor�el er�ll h� �i� rJiror#hi �n �lo�iA�Cr�g�^ c i c i��p rpo+� �'y��.. �] �1 r � � ` VG 1 Vl'li V/� J 1 11 N �GI lAI l,V ly lV l'Vli r.J 1 �J I�J IIIIGIGJL�7 IIIQy Q��GI� and Developer shall forthwith repair, reconstruct and restore the Minimum y Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accompiish such repair, reconstruction 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. I�� 4.7 Preservation of Propertv. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the ' IVlinimum 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. i I 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, gender identity, 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 governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shal1 not be obligated to perform any further examination into such party's background. 4.10 Non-Transferabilitv. During the Term of this Agreement, this Agreement may not be assigned by Developer nor may any portion of the Property be sold or otherwise transferred by Developer without the prior written consent of City in City's sole discretion. City has no obligation to consent to any assignment or sale. 4.11 No chanqe in Tax Classification. Developer agrees that it will not take any action to change, or otherwise allow, the classification of the Property for pro-perty tax purposes io r , to become other than residential property and to be taxed as such under lowa law. 4.12 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 � r�Jp�ct�� Jor� ��d ��gr�, �hal�: � (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 event center association, is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successar in interest shall breach this covenant and City shall seek � enforcement of this covenant directly against the party in breach of same); and j (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability in the sale, lease, i rental, use or occupancy of the Property or any improvements erected or to be j� erected thereon, or any part thereof (however, Developer shall not have any I liability to City to the extent that a successor in interest shall breach this covenant �'1 and City shall seek enforcement of this covenant directly against the party in ' � � � breach of same). - j! ;i 4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations �� relating to its businesses, other than laws, rules and regulations the failure to comply with ,� or the sanctions and penalties resulting therefrom, would not have a material adverse I' effect on the business, property, operations, financial or otherwise, of Developer. SECTION 5. NON- APPROPRIATION / LIMITED SOURCE OF FUNDIlVG. 5.1 Non-Appropriation. Notwithstanding anything in this Agreement to the contrary, � the obligation of City to pay any installment of the Economic Development Grants from the pledged tax increment revenues shall be an obligation limited to currently budgeted ' funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit within the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non-appropriation by the City Council of City as provided in this Section. City may exercise its right of non-appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non- appropriation shall be exercised only by resolution affirmatively declaring City's election to non-appropriate funds otherwise required to be paid in the next fiscal year under tfiis Agreement. � In the event the City Council of City elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the installments on the Economic Development Grants due and payable in that future fiscal year, then City shall have no further obligation to Developer for the payment of any installments due in that future fiscal year which cannot be paid with the funds then appropriated for that purpose. 11 c � I 5.2 The right of non-appropriation reserved to City in this Section is intended by the N parties, and shall be construed at all times, so as to ensure that City's obligation to pay j future installments on the Economic Development Grants shall not constitute a legal '� �ndphtQ�rAss �f�i±y.^�ithir #he meur�iry �f ary �pplic�bl� cc��#i#ut��al �r stat�tc�y �cbt � limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are � determined by a court of competent�urisdiction to create, or result in the creation of, such � a legal indebtedness of City, the enforcement of the said provision shall be suspended, � and the Agreement shall at all times be construed and applied in such a manner as will � preserve the foregoing intent of the parties, and no event of default shall be deemed to � have occurred as a result thereof. If any provision of this Agreement or the application � thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision, � and to this end the provisions of this Agreement are severable. �� ' GI � SECTION 6. EVENTS OF DEFAULT AND REMEDIES. � �� 6.1 Events of Default Defined. The following shall be Events of Default under this , Agreement and the term Event of Default shall mean, whenever it is used in this f� Agreement, any one or more ofi the following events: I � (1) Failure by Developer to pay or cause to be paid, before delinquency, all real � property taxes assessed with respect to the Minimum Improvements and the � Property. p (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. � fi (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final � Certificate of Completion. (4) Failure by Developer or City to substantially observe or perform any other G material covenant, condition, obligation or agreement on its part to be observed or � perFormed under this Agreement. � 6.2. Remedies on Default bv Developer. Whenever any Event of Default referred to in Section 6.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and 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 does not provide 12 assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) ' City may suspend its perFormance under this Agreement until it receives � assurances firom ueveloper deemea adequaie �y i,iiy, tna��ne ueveiope�vviii cu�e � its default and continue its performance under this Agreement; � (2) Until the Closing Date, City may cancel and rescind this�Agreement; � i (3) City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of the Downtown Rehab � Loan/Grant, Downtown Housing Incentive and Economic Development Grant to � Developer and City may take any action, including any legal action it deems � necessary, to recover such amounts from the Developer; � (4) City may withhold the Certificate of Completion; or ;I � (5) City may take any action, including legal, equitable �r administrative action, i; which may appear necessary or desirable to collect any payments due under this � Agreement or fo enforce performance and observance of any obligation, I! agreement, or covenant under this Agreement. � !i 6.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is �� i� intended to be exclusive of any other available remedy or remedies, but each and every ;! such remedy shall be cumulative and shall be in addition to every other remedy given � under this Agreement or now or hereafter existing at law or in equity or by statute. No �� delay or omission to exercise any 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. � G 6.4 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. � 6.5 Aqreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief that may be awarded. 6.6 Remedies on Default by City. If City defaults in the performance of this Agreement, Developer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, 13 V d to recover expenses of Developer, or to enforce performance and observance of any � obligation, agreement, or covenant of City under this Agreement: Developer may ; suspend its perFormance under this Agreement until it receives assurances from City, ;� deemed adequate by Develop�r, that City will cure its default and continue its II N?!f�!"!ll�:�v? l.:!��Ja�-+�;�cv ��1^IYooiilvi��. p y Il SECTION 7. GENERAL TERMS AND PROVISIONS. '� � 7.1 Notices and Demands. Whenever this Agreement requires or permits any n.otice � or written request by one party to another, it shall be deemed to have been properly given ;� if and when delivered in person or three (3) business days after having been deposited in '� any U.S. Postal Service and sent by registered or certified mail, postage prepaid, ; addressed as follows: ' � If to Developer: Prairie Farms � Robert Walker, General Manager ,; 3510 Central Avenue I� Dubuque, IA 52001 ' P � i� With copy to: Andy Bender j Illinois Agricultural Association �; 1701 Towanda Ave � �j Bloomington, IL 61701 u� Phone: (309) 454-4340 � � If to City: City Manager � 50 W. 13th Street � Dubuque, lowa 52001 ,� Phone: (563) 589-4110 '� Fax: (563) 589-4149 � , � With copy to: City Attorney � City Hall 50 W. 13t" Street Dubuque IA 52001 Or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 7.2 Bindinq Effect. This Agreement shall be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns. 7.3 Termination Date. This Agreement and the rights and obligations of the parties p hereunder shall terminate on June 1, 2031 the Termination Date). 14 7.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine or electronic transmission. The parties intend that the faxed or electronic transmission signatures constitute original signatures and that a faxed or electronically transmitted Agreement containing the signatures (original, faxed or eiecironicaliy iransmitted j or'aii Yne pa��ies is pinding on ine pa�tie5. � 7.5 Memorandum of Development Agreement. City shall promptly record a � Memorandum of Development Agreement in the form attached hereto as Exhibit D in the office of the Recorder of Dubuque County, lowa. Developer shall pay the costs for so � recording. '�� d IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in � its name and behalf by its Mayor and attested to by its City Clerk and Developer has � caused this Agreement to be duly executed on or as of the first above written. � CITY OF DUBUQUE, IOWA PRAIRIE FARMS DAIRY, INC. �i � , ; gy By -�� Roy D. Buol, Mayor Robert Walker, General Manager I I Attest: '� Kevin S. Firnstahl , City Clerk is � (City Seal) � STATE OF IOWA ) � jj �V COUNTY OF DUBUQUE ) � � N On this day of 20_, before me the undersigned, a Notary � Public in and for the said County and State, personally appeared Roy D. Buol and Kevin � S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, lowa, a municipal - corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque,,lowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and '; deed of said City, by it and by them voluntarily executed. ;y � � Notary Public �; ';i i; STATE OF IOWA ) I� ) SS � COUNTY OF DUBUQUE ) ,i J ,� On this day of 20_, before me the undersigned, a Notary � Public in and for the State of lowa, personally appeared Robert Walker, to me personally , known, who, being by me duly sworn, did say that he is the General Manager of Prairie � � Farms Dairy, Inc., the Illinois corporation executing the instrument to which this is � attached and that as said General Manager of Prairie Farms Dairy, Inc. acknowledges ;' . the execution of said instrument to be the voluntary act and deed of said company, by it � and by him, an individual, voluntarily executed. � Notary Public 16 LIST OF EXHIBITS EXHIBIT A — City Attorney Certificate � EXHIBIT B — Opinion of Developer Counsel - � tXHi�i i L — �i'ty Lertitica'te „ EXHIBIT D — Memorandum of Development Agreement EXHIBIT E — Urban Renewal Plan EXHIBIT F — Site Plan EXHIBIT G — Certificate of Completion � i �� ! ,, ; , ; ; _ 1 , 1 il { � � r � , � i� � � � � 17 i r � � � EXHIBIT A CITY ATTORNEY'S CERTIFICATE a � ° �� li i� � ��' iN � 4 I � I� i� fl I� ii ;� r � . �i ii I� ji d � � � I � d U 1� � � � � � s a ` � �t�� , Barry A.Lindahl,Esq. ��'�� ' Senior Counsel � �� Suite 330,Harbor View Place 300 Main Street �� d DLi�uCIAe,�vvJ3 .�i2�vi-vnnrnr .. ... .. ...._ .. . . � (563)583-4113 office � � ��iP7��3.2 � (563)583-1040 fa�c ��`�°�'��`��f�� "�� , �i��i� balesq n,citvofduUuque.or � Office Hours: 8:00 AM—5:00 PM,T-W-Th I 8:00 AM—12:00 PM,P � '� � i � i h I' I (DATE) �� i �i III RE: � u Dear • ^j� � I have acted as counsel for the City of Dubuque, lowa, in connection with the execution � and delivery of a certain Development Agreement between Prairie Farms Dairy, Inc. � (Developer) and the City of Dubuque, lowa (City) dated for reference purposes the _ �� day of , 20_. � � 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 , 20_, are correct. Very sincerely, Barry A. Lindahl, Esq. Senior Counsel " BAL:tIs �g � � � � � EXHIBIT B � OPINION OF DEVELOPER'S COUNSEL � � � I; u �� h . �� I � �� , 4 �; � i jl ��i , I i I N I, I' � ! lI;I q � � 20 � Mayor and City Councilmembers City Hall 13t" and Central Avenue Dubuque IA 52001 � � Re: Development Agreement Between the City of Dubuque, lowa and � Prairie Farms Dairy, Inc. Dear Mayor and City Councilmembers: � We have acted as counsel for Prairie Farms Dairy, Inc., (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 otherwise identified to our �i 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: i; H 1, Developer is a corporation organized and existing under the laws of the ' State of Illinois 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 laws relating to or � � affecting creditors' rights generally. a 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 incorporation 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 threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or 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. _ _ _— - ___------- -- Very truly yours, 21 EXHIBIT C CITY CERTIFICATE � � � q I II f � � � I� I � �� I a 22 i ��L�� '��'� �� °""" ,,,,,� City Manager's Office h Vlp,� 6P City Hall fi �j � �� Dubuque,Iowa 52001-4864 �� J�� , � 50 West 13 Street � �� (563)589-4110 office � '�" (563)589-4149 fax ��'�'�� ctymgr@cityofdubuque.org .��3"��'��' L3Y� �"d��.��5��'5��3'�2 2ca�34�� DATE � � ) Dear � i 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 Prairie Farms Dairy, Inc. (Developer) and the City of Dubuque, lowa (City) dated for � reference purposes the day of , 20_. i� On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement, City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit B. ; (2) City shall exercise its best efforts to cooperate with Developer in the �� development process. � (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could 2� materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. � (�\ A.�. 'r�.� n � ' '� ni h fn �i Innol n�icrn c ��I � � �+ � � �J� crdo��a�c� �r h�ar�rg �� no�� r N�,.,r� �ry ,�.,u, r�v�,,,m,.r�G, bod,� �hu� 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 governmerrt 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. (7) The representations and warranties contained in this article shall be correct I 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. � p ,;I Sincerely, � I' i � Michael C. Van Milligen � City Manager 1 MCVM:jh � ` � ; f I I' 24 EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMEIVT � r a � a � � � �i � � � I� li � � � i', � �� ' '�;. G i; 1 � li � h I '� I i4 �t � �i �� p FI � � 25 � � i� �; a ,� ; ;, ii u � i Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 � Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 � �, ;{ I1 MEMORANDUM OF DEVELOPMENT AGREEMENT ;i � A Development Agreement by and among the City of Dubuque, lowa, an lowa non-profit ;' corporation, of Dubuque, lowa, and Prairie Farms Dairy, Inc. was made regarding the !I � following described premises: `� I Lots 50 thru 65 in Linehan Park Addition & Vacated Alley Between Said Lots; and I`� Lots 66 th ru 73, 77 th ru 81, 1-74, 2-74, 74a, 1-75, 1-2-75, 2-2-75, 75a, 1-76, 2-76 I & 76a all in Linehan Park Addition & Vacated Alley Between Said Lots; and �j Lots 1 a & 2a in Linehan Park Addition & Lot 80a Linehan Park Addition; and � Lots 90 thru 93 in Linehan Park Addition & North 1/2 Vacated Alley & Lots 1 & 2- ;� 82, 82a, 1-83, 1 & 2-2-83, 83a, 1 & 2-84, 84a, 1 & 2-85 & S5a, all in Linehan Park �� Addition; and i Dalsing Place No. 1; and i� Lot 92a in Linehan Park Rddition; and �' Lot 98 & East Balance of Lot 99 in Linehan Park Addition; and a Lot 100 &West 29' of Lot 99 in Linehan Park Addition; and � Lots 101, 102, and 103 in Linehan Park Addition; and Lot 104 & Northeast 16.1' of Lot 105 in Linehan Park Addition; and i ' Lot 105a in Linehan Park Addition; and Lots 106 thru 111, Inclusive, in Linehan Park Addition The Development Agreement is dated for reference purposes the day of , 2018, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this " Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession 26 of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 2018. � ; CITY OF DUBUQUE, IOWA PRAIRIE FARMS DAIRY, INC. � ,, i By By Roy D. Buol Robert Walker Mayor General Manager � Attest: � � L � I� Kevin S. Firnstahl ' City Clerk I I STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) � On this day of , 20_, before me, a Notary Public in and for the State of lowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of lowa, and that the seal affixed to said instrument � is the seal of said Municipal Corporation and that said instrument was signed and sealed i 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 COUNTY OF DUBUQUE ) On this day of 20_, before me the undersigned, a Notary 27 � 9 Public in and for the State of lowa, personally appeared Robert Walker, to me personally known, who, being by me duly sworn, did say that he is the General Manager of Prairie - Farms Dairy, Inc., the Illinois corporation executing the instrument to which this is i attached and that as said General Manager of Prairie Farms Dairy, Inc. acknowledges #�P PYPc��ts�r �f�a�d ,��trampnt tv be th� v�v!ant�;; �r# �r� d�e� �f ��{� c^rrp��y, uy �t lA I U V I lA V N J \.1 V 1 G I II� and by him, an individual, voluntarily executed. � Notary Public, State of lowa � I� �', ;i y � i i � I ;) r; • i ,� � �� i � � G 28 � EXHIBIT E URBAN RENEWAL PLAN On fle at the Office of the City Clerk, City Hall, 50 West 13t" Street, Dubuque, lowa � i, � � II � i ;� 'ii' � � � } 29 � � EXHIBIT F � SITE PLAN � i � i � ,; �� II �'� � „ � : � � 'i � � � I � � � ti � � � 30 yw,��,,�.,�,,,,��,Y,,��4,Wr�,��,��K,k,�x�� ,.,d��,,,,�„A � i %�ryx� � �5� � � � II �' � j � �N� u . � p ' � ,;�% � �_�; ' I� � �� ;� �`� � ��; ' `�5 �I " � '�� ", f ;u ` li �sx' � � ii , � . ,� "� � t +' s � �'�' ' i � � � �� . �� y �ti°.,�._... � d ., � � � ,,�� y . � ., �� I n' �� f� �% '� y �� p��t . ��i �h , �k h�� k �9� II y�0 � g / � , II ��// ��. � �� I) i �//i � y � � � � - T F 4 3�� .3 . , a �� 9�� ! � 4 �, f �� 1 � �r ,�ry I�, fx� � � .tZ« �� ,.. �i � � � £ 4� � i�� .. ry¢;, f � � w � � � �� R � � i ��r ; �� f �� ; ��,�? i � �; :E _ ;. m � °x , � � � �(3 � � fbF�f $!.s �� I �.�l �'� YP�'l �� g " S r'� �� `. nks'N �� I o iG� �� ✓�5 F 2Fq ' , �� G � , � , � ►(J ' ' 6lfi ; ��'o.:Y ..,r„/ „ ,. .:1k' I I i � � f � � � 4�1 4 , '��' � �6��Y ��i�''��T�'.��Y��f��1 k�y �j F�.s 9�'� ��'n��Ai�� % � % Ti,�a' �� $ � i 4 � �g f, ��.., f�' . �/ '�� i y 'f, ,, s � .�+� y ��' k��°� � �'1�h��'.��F,�4v'7�/�S��A`fi�'3��4 �¢s'� �,g � �� k ; ��T��6sIL�l?�dCst��3�;�1'Y7��€ �!� � �, 7� bb n��z � �� ',� � �� `��, �� ro ��e�raw nu�, �� f�, ,��'" a r�.;w:�;.�,ia:�'r�� 31 , � s EXHIBIT G , CERTIFICATE OF COMPLETION ` � �� I � ti � h � i � ,� u ;� �i I li �,� , I; � ;� i � � �i � 32 � � CERTIFICATE OF COMPLETION ;` , WHEREAS, the City of Dubuque, lowa, a municipal corporation (the "Grantor"), has granted incentives to Prairie Farms Dairy, Inc. (the "Grantee"), in accordance with a I7P_\/P_I(lrl'j'1P�t A�1'PPYYIPrI$ fl�tPfl Mc nf i�a'Fa� \�ho "D�r�oii�i�rii�� 'v�iiu{�i ic�a� .�'ir0��cii� � located within the Peru Road Urban Renewal District of the Grantor and as more particularly described as follows: � Lots 50 thru 65 in Linehan Park Addition & Vacated Alley Between Said Lots; and Lots 66 th ru 73, 77 th ru 81, 1-74, 2-74, 74a, 1-75, 1-2-75, 2-2-75, 75a, 1-76, 2-76 & 76a all in Linehan Park Addition & Vacated Alley Between Said Lots; and � Lots 1 a & 2a in Linehan Park Addition & Lot 80a Linehan Park Addition; and � Lots 90 thru 93 in Linehan Park Addition & North 1/2 Vacated Alley & Lots 1 & 2- ;j 82, 82a, 1-83, 1 & 2-2-83, 83a, 1 & 2-84, 84a, 1 & 2-85 & 85a, all in Linehan Park � Addition; and � Dalsing Place No. 1; and I' Lot 92a in Linehan Park Addition; and � Lot 98 & East Balance of Lot 99 in Linehan Park Addition; and u Lot 100 &West 29' of Lot 99 in Linehan Park Addition; and � Lots 101, 102, and 103 in Linehan Park Addition; and �� Lot 104 & Northeast 16.1' of Lot 105 in Linehan Park Addition; and '; Lot 105a in Linehan Park Addition; and � Lots 106 thru 111, Inclusive, in Linehan Park Addition , (the "Development Property"); and f� � WHEREAS, said Agreement incorporated and contained certain covenants and � conditions with respect to the rehabilitation of the Development Property, and obligated the Grantee to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and I� � 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; and NOW, THEREFORE, pursuant to Section 2.5 of the Agreement, this is to certify that all covenants and conditions of 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 covenants and conditions are hereby satisfied. 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 satisfaction of the covenants and conditions as set forth in said Agreement, and that the Agreement shall otherwise remain in full force and effect. 33 (SEAL) CITY OF DUBUQUE, IOWA � � � � � By� I Michael C. Van Milligen, City Manager STATE OF IOWA ) ; ) SS COUNTY OF DUBUQUE ) On this day of , 20 , before me, the undersigned, a Notary I�� , Public in and for the State of lowa, personally appeared and acknowledged said execution of the instrument to be his/her voluntary act and deed. i i� �'; i� f Notary Public in and for ' Dubuque County, lowa � � � � � �i � 34 CITY OF DUBUQUE, IOWA OFFICIAL NOTICE NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON A PROPOSED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND PRAIRIE FARMS DAIRY, INC., INCLUDING AUTHORIZING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT OBLIGATIONS PURSUANT TO THE DEVELOPMENT AGREEMENT PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will st hold a public hearing on the 1 day of April, 2019, at 6:00 p.m. in the second-floor City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa, at which meeting the City Council proposes to take action to approve a Development Agreement with Prairie Farms Dairy, Inc., for the rehabilitation of property located at 3510 Central Avenue, a copy of Development Agreement is now on file at the Office of the City th Clerk, City Hall, 50 W. 13 Street, Dubuque, Iowa, including the issuance of economic development grants (Urban Renewal Tax Increment Revenue Grant Obligations) described therein in order to carry out the purposes and objectives of the Urban Renewal Plan for the Greater Downtown Urban Renewal District, consisting of the funding of economic development grants for Prairie Farms Dairy, Inc., under the terms and conditions of the Urban Renewal Plan for the Greater Downtown Urban Renewal District. The aggregate amount of the Urban Renewal Tax Increment Revenue Grant Obligations cannot be determined at the present time but is not expected to exceed $420,000. At the meeting, the City Council will receive oral and written objections from any resident or property owner of the City to the above action. After all objections have been received and considered, the City Council may at this meeting or at any adjournment thereof, authorize such issuance of the Urban Renewal Tax Increment Revenue Grant Obligations or abandon the proposal. By order of the City Council the hearing and appeals therefrom shall be held in accordance with and governed by the provisions of Section 403.9 of the Code of Iowa. Written comments regarding the above public hearing may be submitted to the City th Clerk’s Office, City Hall, 50 W. 13 Street, on or before said time of public hearing. Copies of supporting documents for the public hearings are on file in the City Clerk’s Office, and may be viewed during normal working hours. Any visual- or hearing-impaired persons needing special assistance or persons with special accessibility needs should contact the City Clerk’s Office at (563) 589-4100 or TTY 563) 690-6678 at least 48 hours prior to the meeting. This notice is given by order of the City Council of the City of Dubuque, Iowa, as provided by Chapter 403 of the Code of Iowa. Dated this 22nd day of March 2019. Kevin S. Firnstahl. City Clerk of Dubuque, Iowa 1t 3/22