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Walter Development, LLC (Hodge) Development Agreement_Hearing Copyrighted November4, 2019 City of Dubuque Public Hearings # 3. ITEM TITLE: Walter Development, LLC DevelopmentAgreement SUMMARY: Proof of publication on notice of public hearing to consider approval of a Development Agreement between the City of Dubuque and Walter Development, LLC, including the issuance of Urban Renewal Tax Increment Revenue Grant Obligations, and the City Manager recommending approval. RESOLUTION Approving a DevelopmentAgreement by and between the City of Dubuque, lowa, and Walter Development, LLC for the sale of City-Owned property including the issuance of Urban Renewal Tax I ncrement Revenue Obligations SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type Walter Development DevelopmentAgreement-MVM City Manager Memo Memo Staff Memo Staff Memo DevelopmentAgreement Supporting Documentation Resolution of Approval Resolutions Proof of Publication Supporting Documentation Dubuque THE CITY OF � uI�AaMca cih DuB E � � I � � I Maste iece on the Mississi i Zoo�•zoiz•zois YP pp zoi�*zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Resolution Approving a Development Agreement between the City of Dubuque and Walter Development, LLC DATE: October 29, 2019 Economic Development Director Jill Connors requests City Council approval of a Development Agreement between the City of Dubuque and Walter Development, LLC. Earlier this year Walter Development, LLC negotiated leases with two companies, Duluth Trading and Crown Holdings, which were looking to relocate in the City of Dubuque. Those two companies will collectively add at least 116 new jobs to the community. The companies have agreed to lease space at Walter Development's property at 7500 Chavenelle Road. In order to make room for these two new lessees, Walter Development is proposing to construct an industrial building further east of the 7500 Chavenelle Road property along Chavenelle Road and to relocate its staff in the new building. Walter Development plans to construct an industrial facility of not less than 216,000 square feet at an estimated cost of approximately $9,000,000. As part of the negotiations, the City has also requested that Walter Development construct a stormwater detention facility on the relocation property which will serve adjacent properties. Because a portion of the land Walter Development is requesting to acquire has already been graded, while other portions have not, the Development Agreement provides for different pricing for the graded versus the ungraded land, described as Parcel A and Parcel B in the Development Agreement. The Development Agreement provides 10 years of Tax Increment Financing rebates, plus an additional 4 years, for a total of 14 years of TIF rebates, which includes costs incurred by the City to finance this urban renewal project. The Development Agreement also provides a land acquisition grant in order to incentivize this project. I concur with the recommendation and respectfully request Mayor and City Council approval. 1 j t.11��'GL+'t tf t� , 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 2 Dubuque Economic Development Department THE CITY OF � 130o n�ain street D� L L Alll;EflCijly Dubuque,lowa 52001-4763 1 I I �I Office(563)589-4393 TTY(563)690-6678 http://www.cityofd u b uq ue.org 2007�2012�2013 Masterpiece on the Mississippi zoi�*zoi9 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Resolution Approving a Development Agreement between the City of Dubuque and Walter Development, LLC DATE: October 29, 2019 INTRODUCTION This memorandum presents for City Council consideration and action the attached resolution approving a Development Agreement between the City of Dubuque and Walter Development, LLC. BACKGROUND Walter Development, LLC is a local company that has successfully built and occupied several properties in Dubuque Industrial Center West, providing services for other local companies such as John Deere. Earlier this year Walter Development, LLC negotiated leases with two companies, Duluth Trading and Crown Holdings, which were looking to relocate in the City of Dubuque. Those two companies will collectively add at least 116 newjobs to the community. The companies have agreed to lease space at Walter DevelopmenYs property at 7500 Chavenelle Road. In order to accommodate these two new lessees, Walter Development is proposing to construct an industrial building further east of its 7500 Chavenelle Road property along Chavenelle Road and to relocate its staff in the new building. DISCUSSION The property contemplated for this construction project is part of the McFadden Farm property that the City purchased in 2015 as part of its strategy to provide additional locations for future industrial development. In mid-to-late-2018, the City was informed by the State of lowa of a potential development at this proposed relocation property from an out-of-state company. The City began proactively preparing the site for development by beginning to grade the property in order to meet the company's aggressive development timeline. The weather conditions from October 2018 through late spring 2019, however, prevented much progress on the grading. This spring, City staff had no further information from the state as to the status of the company that had initially inquired about locating in Dubuque. Meanwhile, negotiations between Walter Development and Duluth Trading and Crown Holdings began to solidify, provided Walter Development could relocate its current staff from 7500 Chavenelle Road to another facility in a timely fashion. It was at this time that Walter Development began discussions with the City about land acquisition in part of the McFadden Farm in order to construct such a relocation facility. Knowing that the relocation of staff from 7500 Chavenelle Road was indirectly facilitating the addition of 60 full-time jobs in Dubuque, staff began negotiations on a Development Agreement with Walter Development. Walter Development plans to construct an industrial facility of not less than 216,000 square feet at an estimated cost of approximately $9,000,000. As part of the negotiations, the City has also requested that Walter Development construct a stormwater detention facility on the relocation property which will serve adjacent properties. Because a portion of the land Walter Development is requesting to acquire has already been graded, while other portions have not, the Development Agreement provides for different pricing for the graded versus the ungraded land, described as Parcel A and Parcel B in the Development Agreement. Parcel A had already been graded by the City, so is valued at the customary $120,000/acre price. However, the Developer will need to complete additional grading on the property in order to accommodate the industrial facility, a land acquisition grant of$71 ,000/acre is being provided instead of the customary $60,000/acre as consideration for the Developer's additional investment on this parcel. Parcel B had not been graded by the City, meaning the City's sole cost on the property was the acquisition price, thus prompting an initial negotiated cost of$60,000/acre. Walter Development is grading all of Parcel B as part of its investment in the project. 2 The acquisition grant on this parcel brings the cost to Developer equal to the City's initial purchase price of the property. These areas are identified in Exhibit B-2 of the Development Agreement. After October 7, 2019 when this item was set for public hearing, the plat was completed and recorded, which is now indicated in the preamble of the Development Agreement. The name of the attorney has also been updated. The Development Agreement provides 10 years of Tax Increment Financing (TIF) rebates, plus an additional 4 years, for a total of 14 years of TIF rebates which includes costs incurred by the City to finance this urban renewal project. The Development Agreement also provides a land acquisition grant in order to incentivize this project. Additional terms and conditions are included in the attached Development Agreement. RECOMMENDATION/ ACTION STEP Based on this projecYs alignment with the City Council's goal of creating a robust local economy, I recommend the City Council adopt the resolution approving the attached Development Agreement between the City of Dubuque and Walter Development, LLC. 3 Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 389-19 APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA, AND WALTER DEVELOPMENT, LLC FOR THE SALE OF CITY -OWNED PROPERTY INCLUDING 'THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT• REVENUE OBLIGATIONS Whereas, the City Council, by Resolution No. 360-19, dated October 7, 2019, declared its intent to dispose of an interest in City of Dubuque real estate pursuant to a Development Agreement between the City of Dubuque and Walter Development, LLC, including the issuance of Urban Renewal Tax Increment Revenue Obligations; and Whereas, pursuant to published notice, a public hearing was held on the proposed Development Agreement on November 4, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; and Whereas, it is the determination of the City Council that approval of the Development Agreement for redevelopment of the Property by Walter Development, LLC, according to the terms and conditions set out in the Development Agreement, is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Development Agreement between the City of Dubuque and Walter Development, LLC, a copy of which is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue Obligations, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved, and adopted this 4th day of November 2019. Attest: KevirVS. Firnstahl, City Clerk 1 �" Roy D. Buol, Mayor 11111111111M111111111111111111111 II 11111111111 Doc ID 010385020002 Type GEN Kind: AGREEMENT Recorded: 11/07/2019 at 03:16:46 PM. Fee Amt: $12.00 Page 1 of 2 Dubuque County Iowa John Murphy Recorder Fi1e2019_00013855' Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and WALTER DEVELOPMENT, LLC was made regarding the following described premises: Lott, McFadden Farm Place No. 4 The Development Agreement is dated for reference purposes the '"�' day of 41)170,0"-,-2019, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this l� day oftI'"'2019. CITY OF DUBUQUE, IOWA WALTER DEVELOPMENT, LLC By: Roy D.uol, Mayor anaging Member By: ;✓ t Ken S. Firnstahl, GtyClerk' ya 102919baI BARRY A. LINDAHL Commission Number 107515 My Comm. Exp. 21 2-1 a 3 _ SO( .itu _9Q_Y IL STATE OF IOWA : ss: DUBUQUE COUNTY On this day of /t/r , 2019, before me, a Notary Public in and for the State of Iowa, 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 Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, Sta STATE OF IOWA of Iowa ss: DUBUQUE COUNTY PAMELA J. McCAEBRON Commission Number 7724t9 My Comm. Exp. 5 c On this Ix*" day of 6JOf • , 2019, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Tim Hodge, to me personally known, who being by me duly sworn did say he is the Managing Member 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. Notary P blic, State of Iowa 2 BARRY A. LINDAHL Commission Number 107515 My Comm. Exp. Doc ID. 010385040003 Type GWH Kind: GROUNDWATER HAZARD Recorded: 11/07/2019 at 03:34:13 PM Fee Amt: $0.00 Page 1 of 3 Dubuque County Iowa John Murphy1 ((Recorder 1 Q Fi1e2019-00001927 REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT TO BE COMPLETED BY TRANSFEROR TRANSFEROR: - Name City of Dubuque, Iowa Address 50 West 13th Street Dubuque Iowa 52001 Number and Street or RR City, Town or P.O. State Zip TRANSFEREE: Name Walter Development, LLC Address 7465 Chavenelle Road Dubuque Iowa 52002 Number and Street or RR City, Town or P.O. State Zip Address of Property Transferred: 5501 Chavenelle Road Dubuque Iowa 52002 Number and Street or RR City, Town or P.O. State Zip Legal Description of Property: (Attach if necessary) Lot 1, McFadden Farm Place No. 4 1. Wells (check one) X There are no known wells situated on this property. There is a well or wells situated on this property. The type(s), location(s) and legal status are stated below or set forth on an attached separate sheet, as necessary. 2. Solid Waste Disposal (check one) X There is no known solid waste disposal site on this property. _ There is a solid waste disposal site on this property and information related thereto is provided in Attachment #1, attached to this document. 3. Hazardous Wastes (check one) X There is no known hazardous waste on this property. There is hazardous waste on this property and information related thereto is provided in Attachment #1, attached to this document. 4. Underground Storage Tanks (check one) X There are no known underground storage tanks on this property. (Note exclusions such as small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in instructions.) _ There is an underground storage tank on this property. The type(s), size(s) and any known substance(s) contained are listed below or on an attached separate sheet, as necessary. FILE WITH RECORDER DNR form 542-0960 (July 18, 2012) 5. Private Burial Site (check one) X There are no known private burial sites on this property. _ There is a private burial site on this property. The location(s) of the site(s) and known identifying information of the decedent(s) is stated below or on an attached separate sheet, as necessary. 6. Private Sewage Disposal System (check one) _ All buildings on this property are served by a public or semi-public sewage disposal system. X This transaction does not involve the transfer of any building which has or is required by law to have a sewage disposal system. There is a building served by private sewage disposal system on this property or a building without any lawful sewage disposal system. A certified inspector's report is attached which documents the condition of the private sewage disposal system and whether any modifications are required to conform to standards adopted by the Department of Natural Resources. A certified inspection report must be accompanied by this form when recording. There is a building served by private sewage disposal system on this property. Weather or other temporary physical conditions prevent the certified inspection of the private sewage disposal system from being conducted. The buyer has executed a binding acknowledgment with the county board of health to conduct a certified inspection of the private sewage disposal system at the earliest practicable time and to be responsible for any required modifications to the private sewage disposal system as identified by the certified inspection. A copy of the binding acknowledgment is attached to this form. There is a building served by private sewage disposal system on this property. The buyer has executed a binding acknowledgment with the county board of health to install a new private sewage disposal system on this property within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. There is a building served by private sewage disposal system on this property. The building to which the sewage disposal system is connected will be demolished without being occupied. The buyer has executed a binding acknowledgment with the county board of health to demolish the building within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. [Exemption #9] This property is exempt from the private sewage disposal inspection requirements pursuant to the following exemption [Note: for exemption #9 use prior check box]: The private sewage disposal system has been installed within the past two years pursuant to permit number Information required by statements checked above should be provided here or on separate sheets attached hereto: I HEREBY DEC RE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND TH, THE INFORMATION STATED ABOVE IS TRUE AND CORRECT. Signature: (Transferor or Agent) FILE WITH RECORDER Telephone No.: (563) 583-4113 DNR form 542-0960 (July 18, 2012) GROUNDWATER HAZARD STATEMENT ATTACHMENT #1 NOTICE OF WASTE DISPOSAL SITE a. Solid Waste Disposal (check one) _ There is a solid waste disposal site on this property, but no notice has been received from the Department of Natural Resources that the site is deemed to be potentially hazardous. There is a solid waste disposal site on this property which has been deemed to be potentially hazardous by the Department of Natural Resources. The location(s) of the site(s) is stated below or on an attached separate sheet, as necessary. b.. Hazardous Wastes (check one) _ There is hazardous waste on this property and it is being managed in accordance with Department of Natural Resources rules. There is hazardous waste on this property and the appropriate response or remediation actions, or the need therefore, have not yet been determined. Further descriptive information: I HEREBY DECLARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND THAT THE INFORMATION STATED ABOVE IS TRUE AND CORRECT. Signature: Telephone No.: (Transferor or Agent) FILE WITH RECORDER DNR form 542-0960 — Attachment #1 (July 18, 2012) 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. 360-19 INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE PURSUANT TO A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE AND WALTER DEVELOPMENT, LLC AND FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE DEVELOPMENT AGREEMENT INCLUDING THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT OBLIGATIONS AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF Whereas, the City of Dubuque, Iowa (City) is the owner of the two separately identified parcels totaling approximately 17.64 acres, referred to herein and in Exhibit B-2 as Parcel A and Parcel B (the Property); and Whereas, City and Walter Development, LLC have entered into a Development Agreement, subject to the approval of the City Council, pursuant to which City will convey the Property to Walter Development, LLC, and Walter Development, LLC will construct on the Property certain improvements described in the Development Agreement; and Whereas, the City Council has tentatively determined that it would be in the best interests of City to approve the Development Agreement, including the conveyance of the Property to Walter Development, LLC; and Whereas, the Development Agreement provides for the issuance by City of economic development grants to Walter Development, LLC, referred to therein as Urban Renewal Tax Increment Revenue Grant Obligations, payable from the tax increment revenues collected in respect of the Improvements to be constructed by Walter Development, LLC in accordance with the Development Agreement, for the purpose of carrying out the objectives of an Urban Renewal Plan as hereinafter described; 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 said City to such proposed action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque intends to dispose of its interest in the foregoing - described Property by Deed to Walter Development, LLC pursuant to the proposed Development Agreement. 100219bal Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to dispose of the foregoing -described Property, to be held on the 4th day of November, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th Street, Dubuque, Iowa. Section 3. The City Council will also meet at said time and place for the purpose of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue obligations and the execution of the Development Agreement relating thereto with Walter Development, LLC, the proceeds of which obligations will be used to carry out certain of the special financing activities described in the Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, consisting of the funding of economic development grants to Walter Development, LLC pursuant to the Development Agreement under the terms and conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment Revenue obligations will be approximately $2,630,000. Section 4. 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 disposal of the City's interest in the Property and the issuance of said obligations. Section 5. That the notice of the proposed action shall be in substantially the form attached hereto. Passed, approved and adopted this 7th day of October, 2019. Attest: Kevin "Firnstahl, City Cl-ri ,lake A. Rios, Mayor Pro Tem STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: October 25, 2019, and for which the charge is $113.15 Subscribed to before me, a Notary Public in and for Dubuque ounty, Iowa, this day of Public in and for Dubuque County, Iowa. DANA M. FiliET'MAN Commission N , er 7 949 My Commission Ex:, —ate an Renewal Plan It rs xpected that the ag regata mount_ of the' axingt.grit Revenue'. bIgattorts wr4igt17a ap roximatel $2`630 000 ectron 4 "� They Crt eastonce weekly and4 rayU g, eral c genircula,A ion rn said Crty said )ublrcationto be not ess than four days nor, nore than tyventy days: �ef�orefhe tlateofsaid j neeting on the drspos il�of`t hem City sinterest n the Property and the ssuance ofsard-bbhga Sec�ign5� That thea tottcelof theprpposed >ctrDp-shall-bein sub taptrally he fMmrat- C6TY�OF D BUQUE, IOW ON ThE DEVEL`- OPMENT AGR€E= MENT � INCLUDING '. T1 E PROPOSED IS v SUANCE O URBAN N REEW4�LTAXIN, C 2EMENT REVENUE GRANT OBLIGATIONS « AND PRQj/IDIHG FOR THE PUBLICATIONxOF NOTICETHERFOF WLi eas; ;the. Crty"of Dubuque Iowa(Cityy s the ownerof the two si?parately -- identified parcels totaling map proximately ? 64 ? :CIT IOWA, ,'C PROVALI, '- OP LENT hl1ENf WITHAWALTEI DEVELOPMENT, LLC PROVIDING FOR THE SALE OF CITY OWNED REAL' `ESTATEn,.T( WALTER DEVELOP MENT, LLC AND. AU THEORIZATION TIIE, 'ISSUANCE=` OF URBAN RENEWAL TAX `""Y'`INCREMENT REVENUE , GRANT OBLIGATIONS [PU2 SUANT -TO THEE' DE- VELOPMENT AGREE• MENT , PUBLIC NOTICE r5 hereby given that .the City Council of the City of.Dubuque, Iowa; will hold apublic hearing =_ On. -the;- 4th day of November '2019;- at i 6 00 p.m rn the' City ; Council Chambers at the : Histonc ,Federal Building; 350 W.6th St., ubuque, Iowa,= at'. which meeting the City Council` --proposes„ to take actien to.approve a Development, Agree- merit'With.Walter- DDE velopment -.a , cagy ofwhich is now on ule at the Office of the -City Clerk- kClt Hail 50 W 13th Stree Dubuque Iowa, prQy' ave entered Int evelepment'. ent subject approval ;of the oundiI pursuant which Crty wdl cohvey the Property to Walter Development LLC, and Walter Development,; LC7S/Villt,.corisrutnon-7.1 Property certain: Improvements de scribed in`the Develop= -rent Agreement; and : Whereas the City; Council has"tentatively;: -determined;_. :that.�it<j would be in the best terests bf City .to prove the Development m Agreeent, - including -the conveyanceof the Property to;;Walter_De- =vefopr'nent, LLC and= S Whereas, the Develop - meat Agreement pro vides for, the issuance by City of economic dE;. velopment,=igrants tol Wafter :Development,_:; LLC referred to therein as' Urban Renewal Tax" increment Reveohsnue_] ant ` " ; Oblydati, ;`i payable from the tak j increment = revenues' collected [ spect of ie Improve-remen�s to { 4uoted by` a.1 eveW iwrtt ,tLC'A evplppn?eirf flc'' accordance wrthfil evelopment `0 ]ndusfi udnereas- pefdfe sail obligations may beap proved Chapter 403='0 the Code :of Iowa re _quires` that thehGt clerk publish a notcl of the proposal anff o fhe trine .and placet0 the meeting at 'wh cf the Crty Eouncil pr`o PDses oto ;take actor thereop and atwhict meeting they City Cogn _; cal shallrecerve Torah; and/or written oblec „' tions from'ty any resident r properowner o1 ^ o such pro sed action iaoW=T.HEREFoRE, =_ JT RESOLVED. BY•t fE CITY COUNCIL; THE re CITY OF 1BUQUE, IOWA ,. ection 1 The City Dubuque intendssjtor pose of; its interest the fo'regorng de ribed Property by ed �o i!Jalter Devel vill'also meet- me_and place; on the�mat; authorizing ene}ival Tax ln'- nt Reuenue obli and ion of the Devel Agreement re=3 4 thereto with;: Development,,;; he proceeds of:; bligations will"'' o. cam outi ertam of the special:_ financing activities de __, scribed in :the Urbanz newal Plan for the:; 60que ;;industrial; coaomic De istrict., Ioftnefundt moruc level CERTIFICATE of the CITY CLERK STATE OF IOWA ) SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 360-10 and associated Certification of Publication is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 5th day of November, 2019. Ke 'n S. Firnstahl, CMC;, City Clerk JIII ijI 1 ijlIH I IIlIij 1 111 1111 iof JJI l ll lIi Doc ID 010385030010 Type GEN Kind: SPECIAL WARRANTY DEED Recorded: 11/07/2019 at 03:32:30 PM Fee Amt: $57.00 Page 1 of 10 Revenue Tax: $0.00 Dubuque County Iowa John Murphy Recorder Fi1e2019-00013856 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 Tax Statement to: Walter Development, LLC Attn: Tim Hodge, Managing Member 7465 Chavenelle Road Dubuque, IA 52002 SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee named below undertaking the obligations of the Developer under the Development Agreement described below and the sum of Ten and no/100 Dollars ($10.00) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto Walter Development, LLC, an Iowa limited liability company (Grantee), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the Property): Lot 1, McFadden Farm Place No. 4 in the City of Dubuque, Iowa This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). City reserves unto itself, its agents and employees a 10' permanent easement for public utilities as shown on the Plat recorded on the 23rd day of October, 2019 as Instrument No. 2019-00012950, records of Dubuque County, Iowa, and a temporary public access easement as shown on the Plat. This Deed is given pursuant to the authority of Resolution No.„, '✓ of the City Council of the City of Dubuque adopted the e/ 0 day of,0 4e , 2019, the terms and conditions thereof, if any, having been fulfilled. 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 Development Agreement executed by Grantor and Grantee herein, dated the 10241Qbai Ci/o V I L LTh day of kii3V mga, 2019 (the Agreement), a memorandum of which was recorded on the `1- day of ovn -)ei. , 2019, in the records of the Recorder of Dubuque County, Iowa, Instrument Number 5SSIc - Promptly after completion of the improvements and payment in full of the Purchase Price for the Property 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 certification by Grantor shall be, and the certification itself shall so state, a conclusive determination of 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 and pay the Purchase Price for the Property, 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 pursuant 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. If Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement 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 necessary, in the opinion of Grantor, for Grantee to take or perform in order to obtain such certification. In the event that an Event of Default occurs under the Agreement and Grantee 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-enter 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 Agreement. 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 claims of all persons whomsoever claiming by, through and under it. Dated this day of , 2019 at Dubuque, Iowa. 2 ATTEST: By: CITY OF DUBUQUE IOWA Kevir' S. Firnstahl, City Clerk STATE OF IOWA COUNTY OF DUBUQUE SS On this day of jl V , 20_, before me a Notary Public in and for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl 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 State of Iowa, and that the seal affixed to the foregoing 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. PAMELA J. McCARFiON Commission Nuoni er 772419 My Comm. Ett.p_ a7) Notary Public in and 7Dubuque County, Iowa 3 Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 389-19 APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA, AND WALTER DEVELOPMENT, LLC. FOR THE SALE OF CITY -OWNED PROPERTY INCLUDING 'THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS Whereas, the City Council, by Resolution No. 360-19, dated October 7, 2019, declared its intent to dispose of an interest in City of Dubuque real estate pursuant to a Development Agreement between the City of Dubuque and Walter Development, LLC, including the issuance of Urban Renewal Tax Increment Revenue Obligations; and Whereas, pursuant to published notice, a public hearing was held on the proposed Development Agreement on November 4, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; and Whereas, it is the determination of the City Council that approval of the Development Agreement for redevelopment of the Property by Walter Development, LLC, according to the terms and conditions set out in the Development Agreement, is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Development Agreement between the City of Dubuque and Walter Development, LLC, a copy of which is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue Obligations, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved, and adopted this 4th day of November 2019. Attest: Kevin/S. Firnstahl: City -Clerk 1 0 Roy D. Buol, Mayor CERTIFICATE of the CITY CLERK STATE OF IOWA SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. do further state that the hereto attached Resolution No. 389-19 is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 5th day of November, 2019. Kevin S. Firnstahl, CIVIC, City Clerk DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA, AND WALTER DEVELOPMENT, LLC THIS AGREEMENT, dated for reference purposes the day of , 2019, by and among the City of Dubuque, lowa, a municipality (City), established pursuant to the lowa Code and acting under authorization of lowa Code Chapter 403, As Amended (Urban Renewal Act), and Walter Development, LLC, an lowa limited liability company with its principal place of business in Dubuque, lowa (Developer). "Affiliates" of Developer as referred to herein means TM Incorporated and Hodge Company. WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City has undertaken an Urban Renewal project (the Project) to advance the community's ongoing economic development efforts; and 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 (the Urban Renewal Plan) attached hereto as Exhibit A; and WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of this Agreement, is on file with the County Auditor and the City of Dubuque City Clerk; and WHEREAS, Developer has determined that it requires a new industrial building/facility to maintain and expand its operations and employment in the Project Area (the Facility); and WHEREAS, Developer has requested that City sell to Developer Lot 1 , McFadden Farm Place No. 4 (the Property), approximately 17.64 acres of which 13.94 are usable, as shown on Exhibits B-1 and B-2, together with all easements, tenements, hereditaments, and appurtenances belonging thereto, so that Developer may develop the Property, located in the Project Area, for the construction, use, and occupancy of the Facility in accordance with the uses specified in the Urban Renewal Plan and Developer agrees to comply with any amendments to the Urban Renewal 102519ba1 Plan, in accordance with this Agreement; and WHEREAS, Developer and City agree that upon approval of the Plat (as defined in Section 1 .5(11) of this Agreement), this Agreement will be amended to include the legal description of the Property; and WHEREAS, City believes that the development of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of City and in accord with the public purposes and provisions of the applicable federal, state and local laws and the requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER 1 .1 Purchase Price. (1) Subject to the terms and conditions herein, the purchase price for Parcel A (the "Parcel A Purchase Price") shall be One Hundred Twenty Thousand Dollars ($120,000) per acre for approximately 3.89 usable acres for a total Parcel A Purchase Price of Four Hundred Sixty-Six Thousand Eight Hundred Dollars ($466,800). The actual Parcel A Purchase Price shall be adjusted based on the acreage of the Property as shown on the Plat (as defined in Section 1 .5(11) of this Agreement). (2) Subject to the terms and conditions herein, the purchase price for Parcel B (Parcel B-1 and Parcel B-2) (the "Parcel B Purchase Price") shall be Sixty Thousand Dollars ($60,000) per acre for approximately 10.05 usable acres for a total Parcel B-1 Purchase Price of Six Hundred Three Thousand Dollars ($603,000). The actual Parcel B-1 Purchase Price shall be adjusted based on the acreage of the easements shown on the Plat. (3) The total purchase price shall be the sum of the Parcel A Purchase Price and the Parcel B Purchase Price (the "Purchase Price") which shall be due and payable by Developer in immediately available funds in favor of City at the Closing Date (as defined in Section 1 .1(4) of this Agreement). (4) The Property consists of two separately identified parcels, referred to herein and in Exhibit B-2 as Parcel A and Parcel B. The aggregate purchase price for the Property (Purchase Price) shall be the sum of One Million Sixty- Nine Thousand Eight Hundred Dollars ($1 ,069,800), with a total acquisition of 13.94 usable acres, which shall be due and payable by Developer in z immediately available funds in favor of City, on or before October 31 , 2019 or on such other date as the parties 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 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 6.3, 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 applicable state law. The abstract shall be delivered together with full 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 full in the manner as aforesaid. (2) Developer shall have until time of the Closing (as defined herein) to render objections to title, including any easements or other encumbrances not satisfactory to Developer, in writing to City. Developer agrees, however, to 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 shall be deemed to limit Developer'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 shall promptly 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 Closing, 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 returned 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 Inspection, Testinq and Review. Developer, its 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 its agent and representatives shall also have the right to enter upon the Property at any time after the execution and delivery hereof for any purpose whatsoever, including inspecting, surveying, engineering, test boring, and performing environmental tests, provided that Developer 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, its agents, or representatives upon the Property (except for any damage, claim, liability or cause of action arising from conditions 3 existing prior to any such entry upon the Property), and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. and to make such feasibility studies and analyses as they consider appropriate. 1 .4 Representations and Warranties of Citv. In order to induce Developer to enter into this Agreement and purchase the Property, City hereby represents and warrants to Developer that to the best of City's knowledge: (1) There is no action, 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 Developer, 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 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 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 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 in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, 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 health statutes, ordinances, and regulations. (7) Payment has been made for all labor or materials which have been furnished to the Property or will be made prior to the Closing so that no lien for labor pertormed or materials furnished can be asserted against the Property. 4 (8) The Property will, as of the Closing Date (as defined herein), 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 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. (10) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and 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 C. (11) All city utilities necessary for the development and use of the Property as a manufacturing facility adjoin the Property, and Developer shall have the right to connect to said utilities, subject to payment of City's connection fees. There will be no sanitary sewer connection fees associated with the project. Only water connection fees will be assessed for connections to Chavenelle Road. All other associated fees, such as a tapping fee, will be required as determined by the size of the service line being installed. (12) 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 or Developer. (13) 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 hold Developer 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. (14) City shall exercise its best efforts to assist Developer in the development process. (15) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. s (16) With respect to the period to and during which City has 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 action under environmental laws. (17) The Property is presently zoned to accommodate Developer's intended improvements. (18) The representations and warranties contained in this Section shall be correct in all respects on and as of the Closing with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. 1 .5 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 .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 certificate in the form of Exhibit G. (2) Title to the Property shall be in the condition warranted in Section 1 .4. (3) Developer, in its sole and absolute discretion, having completed and approved of any inspections done by Developer hereunder. (4) Developer having obtained any and all necessary governmental approvals, including without limitations approval of zoning, subdivision, or platting which might be necessary or desirable in connection with the sale, transfer and development of the Property. Any conditions imposed as a part of the zoning, platting or subdivision must be satisfactory to Developer, in its 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 shall bear no expense in connection therewith. In connection therewith, the City agrees (a) to review all of Developer's plans and specifications for the project and to either reject or approve the same in a prompt and timely fashion; (b) to issue a written notification to Developer, following City's approval of same, indicating that the City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan and Developer agrees to comply with any amendments to the Urban Renewal 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 rely upon the same in proceeding with the project; (c) to 6 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, and the construction, use and occupancy of the project with the intent and understanding that Developer and its lenders and attorneys 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 to streamline and facilitate the obtaining of such permits, approvals and consents. (5) City having completed all required notice to or prior approval, consent or permission of any federal, state, municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty 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 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) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of such party's financial ability as in the reasonable judgment of City is required. (8) Developer shall have furnished City with evidence in a form as required by Section 5.2 and satisfactory to City of Developer's and its Affiliates' fulltime equivalent employees (FTE) at 7500 Chavenelle Road, Dubuque County, as of January 1 , 2019. (9) Receipt of an opinion of counsel to Developer in the form attached hereto as Exhibit D. (10) City shall have reserved in the Deed a 45' temporary easement for grading for future road construction as shown on the Proposed Plat, and a 10' permanent easement for public utilities as shown on the Proposed Plat. The term of the temporary easement shall not exceed five (5) years. City shall have delivered to Developer a grant of temporary construction access easement over and across Lot 2-2 of McFadden Farm place and a temporary easement for public ingress and egress across Parcel B-2, as shown on the Proposed Plat. (11) City shall have prepared and shall be prepared to record at Closing a plat of survey of Property acceptable to Developer (the "PIaY'), including � location and depiction of all applicable easements and other substantial improvements. (12) 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 to the full satisfaction of such party in such 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 Closinq. The closing of the purchase and sale (the Closing) shall take place on the Closing Date. The Closing Date is October 31 , 2019, at 10:00 a.m., at City Legal Counsel's office, or such other date or location as the parties agree in writing. Exclusive possession of the Property shall be delivered on the Closing Date, in its current condition and in compliance with this Agreement, including 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 Closinq. At or prior to Closing Date, City shall: (1) Deliver to Developer City's duly recordable Special Warranty Deed to the Property (in the form attached hereto as Exhibit E (the Deed) 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 6.3 below. (2) Deliver to Developer the Abstract of Title 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; Obliqations At Closinq. 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 relating to Parcel A and Parcel B to City pursuant to Section 1 .1 hereof, but subject to Developer receiving an offsetting credit pursuant to Section 3.1 below. 1 .9 Closinq Costs. The following costs and expenses shall be paid in connection with the Closing: (1) City shall pay: s (a) The transfer fee, if any, imposed on the conveyance. (b) A pro-rata portion of all taxes as provided in Section 1 .10. (c) All special assessments, if any, whether levied, pending, or assessed. (d) City's attorney's fees, if any. (e) City's broker and/or real estate commissions and fees, if any. (� The cost of recording the satisfaction of any existing mortgage and any other document necessary to make title marketable. (2) Developer shall pay the following costs in connection with the closing: (a) The recording fee necessary to record the Deed. (b) Developer's attorneys' fees. (c) Developer's broker and/or real estate commissions and fees, if any. (d) A pro-rata portion of all taxes as provided in Section 1 .10. 1 .10 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years prior to the fiscal year in which Closing Date occurs. Real estate taxes for the fiscal year in which Closing Date occurs shall be prorated between City and Developer to 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 shall be based upon such taxes for the year currently payable. SECTION 2. DEVELOPMENT ACTIVITIES 2.1 Required Minimum Improvements. City acknowledges that the Facility Developer is building on the Property is an industrial building/facility as shown on Exhibit B-2 attached hereto. Specifically, Developer agrees to construct the building and certain internal systems thereto, including all interior improvements to the building and a detention facility as further described in Section 2.3(2); (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 Two Hundred Sixteen Thousand (216,000) square feet of floor space along with the necessary site work, machinery and equipment at an estimated cost of approximately Nine Million Dollars $9,000,000. 9 2.2 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 the Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to the Amended and Restated Declaration of Covenants, Conditions, Restrictions, Reservations, Easements, Liens and Charges, recorded as Instrument No. 201 4-00001 1 47, 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. 2.3 Timinq of Improvements. (1) Developer hereby agrees that construction of the Minimum Improvements on Parcel A and Parcel B shall be commenced on or before December 1 , 2019 and shall be substantially completed by August 1 , 2020. 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 strikes, other labor troubles, unusual shortages of 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 result in extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. (2) Developer hereby agrees to construct a detention facility to serve the Property, and Lot 2-2 of McFadden Farm Place, and the area naturally tributary to the existing 42" culvert at the Southeast corner of Lot 2-2 of McFadden Farm Place (the Public Detention Facility). (i) The area to be served by the Public Detention Facility is 48.2 acres and the area of the Property served is 6.6 acres, which is 13.7°k of the total area served by the Public Detention Facility. Commencing on the first day of January of the first year after City accepts the work of Developer required by Section 2.4, and on the anniversary date of each yearthereafter, 13.7°k of the annual maintenance expenses incurred by City for the Public Detention Facility for the previous 12-month period shall be assessed against the Developer. The City Manager shall certify such costs to the City Clerk, which shall then be certified and collected with io and in the same manner as general property taxes in accordance with the provisions of law. (ii) Developer agrees to construct Public Detention Facility by November 1 , 2019. (3) Developer agrees to construct a street to standard City specifications and requirements as shown on the Plat by August 1 , 2020. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the street to be constructed by Developer. (i) Upon completion of the street, Developer shall notify the City and City officials shall inspect the street. If City officials determine that the street has been completed in accordance with all standard City specifications and requirements, as well as the plans, drawings, specifications, and related documents previously submitted to the City, then the Developer shall dedicate the street and related right-of-way "as is" to the City, at no cost to the City, and the City shall accept dedication thereof. (ii) Developer acknowledges and agrees that, upon dedication to the City, the City shall own and maintain the street and that nothing in this Agreement grants Developer, its agents, or its employees any special legal entitlements or other rights not held by members of the general public with respect to ownership, maintenance, or use of the street. (iii) The Parties agree that the City and its agents and employees are not responsible for and have no liability to Developer associated with the specifications, design, plans, quality of construction, or sufficient of the street for any particular purpose. 2.4 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, the City Manager shall furnish 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 the Minimum Improvements The Certificate of Completion, in the form attached hereto as Exhibit H, shall waive all rights of re-vestment of title to the Property as provided in Section 6.3(1), and the Certificate of Completion shall so state. 2.5 Developer's Lender's Cure Riqhts. 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 ii exercising its re-vestment rights), then Developer's lender shall have the right, but not the obligation, to complete such Minimum Improvements. SECTION 3. CITY PARTICIPATION. 3.1 Acquisition Grant to Developer. For and in consideration of Developer's obligations hereunder to construct the Minimum Improvements, City agrees to make an Acquisition Grant to Developer on the Closing Date in the following amounts: Parcel A: $278,135 ($71 ,500 per acre x 3.89 usable acres) Parcel B (B-1 and B-2): $231 ,150 ($23,000 per acre x 10.05 usable acres), The parties agree that the Acquisition Grant shall be payable in the form of a credit favoring Developer with the effect of directly offsetting the Purchase Price obligation of Developer. The Acquisition Grant for such parcels reduces the Purchase Price of Parcel A and Parcel B (including Parcels B-1 and B-2) to reflect the City's initial investment in Parcel A and Parcel B (including Parcels B-1 and B-2). 3.2 Economic Development Grants. (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-eight (28) 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 November 1 , 2031 May 1 , 2032 November 1 , 2032 May 1 , 2033 November 1 , 2033 May 1 , 2034 November 1 , 2034 May 1 , 2035 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 iz 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). 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 Property and Minimum Improvements, 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. (2) To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1 , 2020, its request for the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Developer on November 1 and May 1 of that fiscal year. (Example: If City so certifies by December 1 , 2020, the Economic Development Grants in respect thereof would be paid to Developer on November 1 , 2021 , and May 1 , 2022.) (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, shall be deposited and held in a special account created for such purpose and designated as the Walter Hodge TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term and to apply the incremental taxes collected in respect of the Property and Minimum Improvements and allocated to the Walter Hodge 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 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 Walter Hodge TIF Account (regardless of the amounts thereo� 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 Increments resulting from the termination of the annual Economic Development Grants under Section 3.2 hereof, for any purpose for which such 13 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 undertaken in accordance with this Agreement. 3.3 Site Preparation. City reserves the right to approve the design and specifications for any site preparation work. City shall not remove any dirt from the Property prior to Closing, to the end that Developer may utilize dirt presently stored on the Property in Developer's grading of the Property. SECTION 4. NON- APPROPRIATION / LIMITED SOURCE OF FUNDING. 4.1 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 this 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. 4.2 The right of non-appropriation reserved to City in this Section is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to pay future installments on the Economic Development Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt 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 jurisdiction 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 14 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. SECTION 5. COVENANTS OF DEVELOPER. 5.1 Job Creation. During the term of this Agreement, Developer shall comply with the following employment-related covenants for Parcels A and B: (1) Developer and/or its Affiliates shall retain twelve (12) fulltime equivalent (FTE) employees at the Facility in Dubuque, lowa, and shall maintain those jobs during the term of this Agreement. It is agreed by the parties that Developer and/or its Affiliates has twelve (12) fulltime equivalent employees (FTE) at 7500 Chavenelle Road in Dubuque, lowa, as of January 1 , 2019, which employees will be transferred to the Facility upon completion of the Minimum Improvements. FTE employees shall be calculated by adding fulltime and part-time employees together using 2080 hours per year as a FTE employee. (i) In the event that the certificate provided to City under Section 5.2 hereof on October 1 , 2030 discloses that Developer does not as of that date have at least twelve (12) FTE employees as provided hereinabove, Developer shall pay to City, promptly upon written demand therefor, an amount equal to $42,440.42 per job not created or maintained ($509,285 divided by 12 FTE _ $42,440.42). (ii) Notwithstanding (i), City retains the right to begin withholding semi-annual Economic Development Grant amounts beginning November 1 , 2029 if the certificate provided to City under Section 5.2 hereof on October 1 , 2029 discloses that Employer and/or its Affiliates as of that date has failed to maintain 12 FTE employees at the Facility. City shall not withhold in excess of $509,285 (the amount of the Acquisition Grant). In the event that the certificate provided to City under Section 5.2 hereof on October 1 , 2030 discloses that Employer and/or its Affiliates does as of that date have at least Twelve (12) FTE employees (2080 hours per year) as provided hereinabove, City shall pay to Developer the amount of the Economic Development Grants withheld under this Section (ii). (2) In addition, for the FTE 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 positions bears to the total number of positions required to be maintained (12 FTE's) by this Section 5.1 . is (For example, if Developer has 9 FTE employees, the semi-annual Economic Development Grants to be paid for that year would be reduced to 75°k (9/12 employees) of the Tax Increment Revenues received by City). The reduction of the semi-annual Economic Development Grants shall be the City's sole remedy for the failure of Developer to meet the job creation requirements of this subsection 5.1(2). 5.2 Certification. To assist City in monitoring the performance of Developer hereunder, as of October 1 , 2021 , and again as of October 1 of each year thereafter during the term of this Agreement, a duly authorized officer of Developer shall certify to City in a form acceptable to City (a) the number of FTE positions employed by Developer and/or its Affiliates at the Facility in Dubuque, lowa, 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. Such certificate shall be provided not later than October 15, 2021 , and by October 15 of each year thereafter during the term of this Agreement. 5.3 Books and Records. During the term of this Agreement, Developer shall keep at all times proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally 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. 5.4 Real Propertv Taxes. From and after the Closing Date, Developer shall pay or cause to be paid, when due and before delinquency, 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 of this Agreement. 5.5 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 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. 5.6 Insurance Requirements. i6 (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): All risk builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100°k) of the replacement value when construction is completed. (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 (and from time to time at the request of City shall furnish proof of insurance in the form of a certificate of insurance) all risk property insurance against loss and/or damage to the 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" shall mean the actual replacement cost of 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. (3) Developer agrees to notify City immediately in the case of damage exceeding $200,000.00 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. The net proceeds of any such insurance (the Net Proceeds) shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum 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 accomplish 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. 5.7 Preservation of Propertv. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, Minimum Improvements in good repair and working order, ordinary wear and tear excepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. Nothing in this Agreement, however, shall be deemed to alter any agreements between Developer or any other party including, without limitation, any agreements between the parties regarding the care and maintenance of the Property. i� 5.8 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. 5.9 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 hertenure, 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 pertormed 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 shall not be obligated to perform any further examination into such party's background. 5.10 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, which consent shall not be unreasonably withheld. City has no obligation to consent to any assignment or sale. 5.11 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, shall: (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 consistent with its current zoning is in full compliance with the Urban Renewal Plan and Developer agrees to comply with any amendments to the Urban Renewal Plan,) (however, Developer shall 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, gender identity, 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 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). is 5.12 Release and Indemnification Covenants. (1) Developer releases City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section, the Indemnified Parties) from and covenants and agrees that the Indemnified Parties shall not be liable for, and agrees 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 alleged breach of any representation, warranty or covenant of City under this Agreement 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 ofthe Property and any hazardous substance or environmental contamination located in or on the Property, caused and occurring after Developer takes possession of the Property. (3) The Indemnified Parties shall not be liable to Developer for any damage or injury to the persons or property of Developer or its officers, agents, seroants or employees 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 officers, agents, servants or employees. (4) All covenants, stipulations, promises, agreements and obligations of City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City, and not of any governing body 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. 5.13 Compliance with Laws. Developer shall 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. i9 SECTION 6. EVENTS OF DEFAULT AND REMEDIES. 6.1 Events of Default Defined. The following shall be "Events of DefaulY' under this Agreement and the term "Event of DefaulY' shall mean, whenever it is used in this Agreement, any one or more of the following events: (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. (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 in any portion of the Property or the Minimum Improvements in violation of the provisions of this Agreement. (4) Failure by Developer to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or pertormed under this Agreement. (5) Failure by Developer to dedicate Parcel B-2 to the City. 6.2 Remedies on Default by 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 the Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance underthis Agreement until it receives assurances from the Developer, deemed adequate by City, that the Developer 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 Developer; (4) City may withhold the Certificate of Completion; or zo (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. 6.3 Re-vestinq of Title. (1) Re-vestinq Title in Citv Upon Happeninq of Event Subsequent to Conveyance to Developer and Prior to Issuance of Certificate of Completion. 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 the Property or construction of Minimum Improvements (First Mortgage), an Event of Default under Section 6.1 (1) through (4) ofthisAgreement occurs and is not cured within the times specified in Section 6.2, then City shall have the right to re-enter and take possession of Property and any portion of the Minimum Improvements thereon and to terminate (and re-vest in City pursuant to the provisions of this Section 6.3 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 Property to Developer shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in the event of default under Section 6.1 (1) through (4) on the part of Developer and failure on the part of Developer 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 title and all 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 Section 6.3 of this Agreement), but only if the events stated in Section 6.1 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 does not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's first mortgage lender, in a form reasonably acceptable to City and to Developer's first mortgage lender. (2) Re-vestinq Title under Other Circumstances. In the event that, subsequent to the issuance of the Certificate of Completion to Developer 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 the Property or construction of Minimum zi Improvements (First Mortgage), an Event of Default under Section 6.1 (5) of this Agreement occurs and is not cured within the times specified in Section 6.2, then City shall have the right to re-enter and take possession of Parcel B- 2 and any portion ofthe Minimum Improvementsthereon and to terminate (and re-vest in City pursuant to the provisions of this Section 6.3 subject only to any superior rights in any holder of the First Mortgage) the estate conveyed by City to Developer in Parcel B-2, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of Parcel B-2 to Developer shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in the event of default under Section 6.1 (5) on the part of Developer and failure on the part of Developer 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 Parcel B-2 conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interests of Developer, and any assigns or successors in interest to and in Parcel B-2, shall revert to City (subject to the provisions of Section 6.3 of this Agreement), but only if the events stated in Section 6.1 (5) 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 does not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's first mortgage lender, in a form reasonably acceptable to City and to Developer's first mortgage lender. 6.4 Resale of Reacquired Propertv: Disposition of Proceeds. Upon the re-vesting in City of title to the Property as provided in Section 6.3 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 granted to any holder of a First Mortgage, to resell 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 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 shall 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 zz 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, including 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 less any income derived by City from the Property or part thereof in connection with such management); any payments made or necessary to 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 (2) the cash actually invested by such party in making any of the Minimum Improvements on the Property. 6.5 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 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. 6.6 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. 6.7 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 23 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. 6.8 Remedies on Default bv Citv. If City defaults in the pertormance 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, 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 performance under this Agreement until it receives assurances from City, deemed adequate by Developer, that City will cure its default and continue its pertormance under this Agreement. SECTION 7. GENERAL TERMS AND PROVISIONS. 7.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: (1) If to Developer: Walter Development, LLC Attn: Tim Hodge, Managing Member 7465 Chavenelle Rd Dubuque, lA 52002 Phone: (563) 583-9781 With copy to: Zeke McCartney Reynolds and Kenline, LLP 110E9thSt Dubuque, lA 52001 Phone: 563-556-8000 (2) If to City: City Manager 50 W. 13th Street Dubuque, lowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 24 City Attorney City Hall 50 W. 13th Street Dubuque, lowa 52001 or at such other address with respect to any party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 7.2 Binding 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 hereunder shall terminate on June 1, 2035 (the Termination Date). 7.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted among them by facsimile 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. 7.5 Memorandum of Development Agreement. City shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit F in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. 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. CITY OF DUBUQUE, IOWA By: By: Roy D. f uol, Mayor Ke • `on S. Firnstahl Ci y Clerk 25 WALTER DEVELOPMENT, LLC By: T4n1 Hodge, anaging Member For purposes of Sections 5.1 and 5.2, TM Incorporated and Hodge Company join in this Agreement. TM INCORPORATED By: HODGE COMPANY By: 26 LIST OF EXHIBITS Exhibit A Urban Renewal Plan Exhibit B-1 Proposed Plat Exhibit B-2 Site Exhibit Exhibit C City Attorney Certificate Exhibit D Opinion of Counsel to Developer Exhibit E Deed Exhibit F Memorandum of Development Agreement Exhibit G City Certificate Exhibit H Certificate of Completion z� EXHIBIT A URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13�h Street, Dubuque, IA 52001) zs EXHIBIT B-1 PROPOSED PLAT z9 li f.. �._...i 7 L:,_m_� L.�i. .� ��,.F•. E�. 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". ��m�� a _� r 3 ��� II j' r ��' 1 � �� _�� ?» �m � �� i��La S �� 1:� ��: ;F"t, � a� ��m ^ _ •F�'{t�l 3nrq , , 7..r �r �� .� i LiY, � ` { 1 li��j,�i y .F' 30 EXHIBIT B-2 SITE EXHIBIT 31 � � . , ,' e.��i � � ,f 1 :� , r_ra..i; _ _ . __ _��, 'i ��-�r':-'i, � - —_�.;�:�i :r , r � , �' � y - _ __f f � i � ' 7�i - i ' ^ � 1 ,�� � '- ' ' � rn � � � (�� :� � . � � - -- r �-��_-� �: � - - --------.-. I �-`i i1.13� �' �' _ __- - � . � ---- ,. . . i�-'�:�:1 �i!c , _ • �'. •� y __- _ - _�� __ �.��..�-!+_�■ f -__ -_ � — — — - __ _ - , t`�� . � . _ - ` � � � � l �'� ������llyy�• _ fl •�•�•�•�:���n � . � - �i f � � ��r � e - � , 1 'i ' - � ����� � n^ . -. . � i . � � / 1n a� _ . . . � a • � ti� � . . . - !e � � r � ; �� �•�•�• ,, � i , ��,�: � � � •"•�•' • iF+'��� - {. '�� r-r`. � ."■� I }{_�1 . � ' � ��r �� � � � fl � -.1� -�-- - .-.-.�. . .-.�,;� � � , � $ _ • ' y .i ,�y � ' �i + ,. �i � I�� �m �J� •��� - � , . � , . � i r •` . ,;,��� � _•`__" 1 � ' _---'� �- - l a � _ - tY . � 1 ., ,k � �''� . �� •., ` � 4.... _ ��� �' _ '; � �. ',,� � _ : f -- '-T 1E '`� �,\,"_1 ^ - A _- �T� �\• �� ----a -- = ` � � . � \� i� - - I`} ` /� .1 "_��C_ _� . ' \ �.� ` _- . .�..'``,� ' � -- ��; ' �� . C-� ti��} � ` _I �• � ���3 . ��---r+lt���� '` �SIJ ~ a a M � �Y,��J �,= V a ` : � ' � ' ���.. . • i �� ���������� ��� ��� � ��� � ��' ,�, � � ,,�� ,5'1 ,•1,1 �'•� � P P p ' � '�'ti 1-�, �``� i� � . '� S m � 't,i .. i . -- I ^�' ��, _ -,� , � ..� � • i��{.� ���. � ��` .. � � n ���� ^. � � '. I I � , „ ' �� � ;;� . �� d s -�-, _,::g�. _ • ��,:;� IBIT B-2-SITE EXHIBIT ,:;:,;-�!.. 'a:s_i;, ��T _ �` hIC=ADDEh aRQ�E?T":• °;_iF=`': �_;$t:•,�♦ . . _. � ''4��.rti�t :ii�;i=' � M ll•'•11::lCUJ..[ i:�i<;!j', iflt='�S � LI�SI'Jl�N:%.5IRJ1.1'�V�.F II_�1 �e ," Clll[IuC.RYIW. -e�i:�'i- 32 EXHIBIT C CITY ATTORNEY'S CERTIFICATE 33 Barry A.Lindahl,Esq. Dubuque THE CITY OF Senior Counsel � Suite 33Q Harbor View Place �T 7� � 300 Main Street ��'����� U Dubuque,Iowa 52001-6944 (563)583-4113 of&ce Masterpiece on tlie Mississippi (563)583-1040 fax � balesq(a�citvofdubuque.orQ zoo�•zoiz•zois (DATE) RE: Dear � I have acted as counsel for the City of Dubuque, lowa, 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_ 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 34 EXHIBIT D OPINION OF DEVELOPER'S COUNSEL 35 Mayor and City Councilmembers City Hall 13�h 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 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 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 laws relating to or affecting creditors' rights generally. 2. The execution, delivery and pertormance 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 pertorm Developer's obligations thereunder. 36 Very truly yours, 37 EXHIBIT E DEED 38 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 Tax Statement to: 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 Development Agreement described below and the sum of and no/100 Dollars ($ ) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of lowa, does hereby GRANT, SELL AND CONVEY unto , an lowa limited liability company (Grantee), the following described parcel(s) situated in the County of Dubuque, State of lowa, to wit (the Property): This Deed is exempt from transfer tax pursuant to lowa Code section 428A.2(6). This Deed is given pursuant to the authority of Resolution No. of the City Council of the City of Dubuque adopted the _ day of , 20_, the terms and conditions thereof, if any, having been fulfilled. 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 Development Agreement executed by Grantor and Grantee herein, dated the day of , 20_ (the Agreement), a memorandum of which was recorded on the day of , 20_, in the records ofthe Recorder of Dubuque County, lowa, Instrument Number -_ Promptly after completion of the improvements and payment in full of the Purchase Price for the Property 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 certification by Grantor shall be, and the certification itself shall so state, a conclusive determination of 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 39 completion thereof and pay the Purchase Price for the Property, 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 pursuant 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, lowa. If Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement 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 necessary, in the opinion of Grantor, for Grantee to take or perform in order to obtain such certification. In the event that an Event of Default occurs under the Agreement and Grantee 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-enter 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 Agreement. 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 claims of all persons whomsoever claiming by, through and under it. Dated this_ of , 20_ at Dubuque, lowa. CITY OF DUBUQUE IOWA Attest: By: Roy D. Buol, Mayor By: Kevin S. Firnstahl, City Clerk STATE OF IOWA ) ) SS 40 COUNTY OF DUBUQUE ) On this day of , 20 , before me a Notary Public in and for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl to me personally known, who being duly sworn, did say that they are the Mayor and Acting 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 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 Acting City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for Dubuque County, lowa 41 EXHIBIT F MEMORANDUM OF DEVELOPMENT AGREEMENT 42 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, lowa, an lowa municipal corporation, of Dubuque, lowa, and WALTER DEVELOPMENT, LLC was made regarding the following described premises: The Development Agreement is dated for reference purposes the day of , 20 , and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, togetherwith any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this_ day of , 20_. CITY OF DUBUQUE, IOWA By: Roy D. Buol, Mayor By: 43 Kevin S. Firnstahl, City Clerk 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 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 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 personally known, who being by me duly sworn 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. Notary Public, State of lowa 44 EXHIBIT G CITY CERTIFICATE 45 �L1bUCjUe City Managei's Office THE CITY OF � City Hall 50 West 13r�Streek DT T� � NI-IIIIIL41C2CI�V Dubuque,Iowa 52001-4864 U (563)589-4110 office (563)589-4149fax _ ctymg�cityofdubuque.org Masterpiece on the Mississippi Zoiz (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 DevelopmentAgreement 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 action, 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 Developer, 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 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 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 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. 46 (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 in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, 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 health statutes, ordinances, and regulations. The Property is currently zoned PUD and Developer'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 performed 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 to 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. (10) 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 pertorm 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 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 or Developer. (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 hold Developer 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. 47 (13) City shall exercise its best efforts to assist with Developer 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 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 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 48 EXHIBIT H CERTIFICATE OF COMPLETION 49 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 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, lowa, a municipal corporation (the "Grantor"), by a Special Warranty Deed (the "Deed") recorded on [Date] as Instrument Number [Insert Number] in the office of the County Recorder of Dubuque County, State of lowa, has conveyed to Walter Development, LLC (the "Grantee"), in accordance with a Development Agreement dated as of[Date], by and among the Grantor, and the Grantee (collectively, the "AgreemenY'), certain real property located within the Dubuque Industrial Center Economic Development District of the Grantor and as more particularly described as follows: (the "Property"); and WHEREAS, said Deed incorporated and contained certain covenants and conditions with respect to the development of the Property, and obligated the Grantee to construct certain Minimum Improvements and pay for the Property 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 and payment for the Property in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; and NOW, THEREFORE, pursuant to Section 2.4 of the Agreement, this is to certify that all covenants and conditions 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 Property and pay for the same have been completed and pertormed by the Grantee to the satisfaction of the Grantor and such covenants and conditions are hereby terminated. The 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 of said Deed and the Agreement which would have resulted in a forfeiture by the Grantee and right of the Grantor to re-enter and take possession of the Property as set forth in said Deed and the Agreement if such covenants and conditions had not been satisfied, and that said Deed and the Agreement shall otherwise remain in full force and effect. so CITY OF DUBUQUE, IOWA By: Michael C. Van Milligen, City Manager STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) On this day of , 20 , before me, the undersigned, a Notary Public in and for the State of lowa, personally appeared Michael C. Van Milligen, to me personally known, who, being by me duly sworn, did say that he is the City Manager of the City of Dubuque, lowa, a municipal corporation, and that the instrument was signed on behalf of the corporation, and Michael C. Van Milligen acknowledged the execution of the instrument to be his voluntary act and deed. Notary Public in and for said State si — i ! >I STATE OF IOWA {SS. �t(563)`5894100,TDD l?an;R�'enewal�Pian Itis . (563) 690 6678 ''cty �xpected that the ag-.,, clerkCcityofdubuque.org �regate amount of tlte'I as soon as feasiblei In- Taz Increme.nt Revenue DUBU�UE COUNTY dividuals';with deaf or bbligations�;v�i�l be�,ap�;� hardOf-heari�ig .�intli prowmately$2630000. � vidUal� can use Relay Sect�on 4 w;-;TI�e��Cjty,.) IoWa�by;;tlial�ng 7�L1 or Cle'rk is�ereby direc�=° CERTIFICATION OF PUBLICATION �$Qo»35=z9az ,< r ed:;to rcaUse at �east "This notice is given by one°pub�ica�io� to''x�i�s� • 'order of:the Oity,Coun- Ynade of .a,notice 'of i 'cil "of•;.:fhe .'City-;bf 5aid •7Y12etiilg� a i�n°�a91 I D,ubuqUe;loWa;;as pro- newspaper e,���printed�l vided by Chapter 403 of Wholly m tfie Eng�jsh the Code of lowa � anguage� pUblis�hed at�j ' #Datetl tfiis llth day of ��east once weekly,and, I, Suzanne Pilce, a Billing Clerk for Woodward oecob�r?ois : r having gerieral cfrcul�- K�vin S Firnstal�l tion in said:City said� Communications, Inc., an Iowa corporation,pUbI1S11eT citi;����k of ousuque; puti��catioq;,to ae not of the Tele ra h Herald a news a er of eneral �owa less than four days nor� g p � p p g ��RN iasais�3 � be�reti�scla�etofsad,. circulation published in the City of Dubuque, COUllty ' INTENT T�.Dt§POSE , meeting on the dispos- of Dubuque and State of Iowa; hereby cei�tify that the oF�ar,;,�r,rE�a�sr; �r� ��al of the��ity?s mterest, ;CI7'lj�� F `D�1��1 U� �,iiti�hg�P��'�ierty;ary8 the; attached notice was published in said newspaper on the R��'1�T��'E rp�►�� issuahce ofsaid obllga,r SU�1NT+TO`A�}�DE�E}` tions�,�pf��� „ �,`y, �;; following dates: OPME��',r �A�REE Seetion 5, :'That the MEI�T �El'WEEN�THE no#ice of tre pro�osec�, CITY- `OF 'DUBUQUE acEion shall;be in sub-' October 25, 2019� AND WALTER�DEYEL st3n�I��lyv�tl�e�foYfT� at�� OPMEN7, LLC AND tac�ied hereto Fq INGA�',�.r E� DATE p� se�;ap�i�oyed anc� and for which the charge is $113.15 F R�^�Pb�������R�:'�ad pte�c�,is Zth day af` ING�„OF��THE��CIT�f,� �0 fobeP,�2�118, t ,° -'f �9�r��� �OU �Ij:�'�O�i�,���Ea ��5}�:l e ��� �;' �ITY�6� D�BUQUE,�� �; E ����ke;4�2ias,_ IOW„A,�ON TH�D�VEL ��A�e5t����a��r�P�o Terrj, OPMENT� �I�GREE Kevin S Fir stahl MENT •�� �MC UUING� �F 7HE PI�OPOSED`'�IS � Ci�y CIe��C k�^ � Subscribed to before me, a Nota Public in and for svaNce oF URBAN��1t;ko�25 ; , , :;`^� � kE(�F�WdL ,,TAX r IN - Dubuque ounty� IOWa� CI�E�u1ENT#�sRE1/ENUE:) Gk�.I�T�OBLIGA'�IONS'' �F�D��?RUlI�D�NC�'FOR.,� -T�E�PUBLICA��ON OF�; this day of 20 N*OTIC��THEREOF:s i ' g�W�'e��;�`s� the CiEy of; �- �Dybuc�u�,Ib�Wa�(City)is.=; ___ � .Ehe owlier 'of tlie two" Qi�GYtbF D�BI�QUE,, saeparately ident�fietl�' 9������,���y�+�s-,3 �, � parcels .totaling4 a • l :OFFICIAL MOTICE proximafely "�'.`i'7:�4 tNOT.CE O�I�P�ISL�G r ac�re5 r fe�,red to�heCe : No � Public in and for Dubuque County, Iowa. �������o��;T�� , ,�,�n�`i����h,,�'�t s�z�s;, CITY,CO N�i�QFry7F�Em �aPce�RA�;and ParC�gl�B, CITY��`.�QF '=D�BUQ�iE,,'''tthe�Pro�'ei�Y)a'and�' .�>fsi: IOWA, �ON THE AP WhereBs City,;an�,; PRO�(AL OF A,DEVELz ��Wa�te�`g`=�De�eldp"rrient;p', OPNAEPIT F ��AGREE :LLC{t�av�'en�ergd irito a+ �vfENT WITH�WALTER ;DeveloPment �Ag�ee�' DEVELOPMENT, LLC ment "s�b�ect' to`,tFi� ', $��ai d,� Nq PROVIDING FOR THE approval of the ',City � � 'Q� M, h��E1- SALE,OF CITY=;OWNED� COUt1CIl,. pursua toj. • Comrr�ission N �MAN �EAL ESTATE ��rto. �wnTch;c�t�a��il,co��ev,.� ��w WALTER DEVELOP- the Property to Walter MY Commfssion EX.- er� 949 MENT, LLC AND AU DevelOprtlent LLC�altd I THERi15SUqNGE FOF�k;�'zWalter <:�Dtevelopment;.{ � r ` iLC Wili�cohstruGt�on-� URB/�N i ;RENEVy�4L„�t e P�operty certa n' TAX a '�'I�VCREN��NY`"'Irrlprove'ments'� de'� REVENUE GRANT, 5c�ibed�in the�Detielbp � OgLIGA9'IONS� PUR-.'� ment Agreement;and ,�: SUANT SO THE DE- - Whe,reas the City.+ VELOPiNENT AGREE- ' Counc�l.`"has�te'nfat�v',ely: MEkT, �f•;- ,�;' ,deYerfriined ;;<th�t� �,its �. PUBLIC NOTIC� is; �;,tould-be m tlie best m= hereby given that the terests of CI4y to ap-: �City Council of the CiCy_ prove the Development { �f,Dubuque, lowa, will q9reement, including hold,a public;hearirig :.the eonveyance of the:! on the 4th day of s.property_to Walter De- � Nbvember 2019 at:.,= 6:00 p m ,iri 'the'G�fty''�hvelo'prtient LLC„aiid �:�� Whereas the Develop-,� Councii Chambers at' ment=�Agreement--pro- i the Historic Federal vides fo.r the.issuance ; Building 350.W.6th St., �l D`utiuque,;', lowa, at �Y City`of Aqor�ortiic c�e , }Nhieli meeting#lie City velopm�nt gYanCs.,�0 1 Gouncil proposes to' Waiter?� DeV�lopmAnt, - LLC referred to thier`ein take�a¢kion to�appCove:�as Ur�arj Renet�Ia�:Tax;: a�De�eloprrRent A9ree `�j�crerr��nt 9S Reve�t�e,3, metif�With Walter De-�-;G`.rant : Ob�igatio�s,, Y;e�lopment LLC d�;payable:�fro�n a�the. tax� � � eop�;of Whieh, is now ,inc�emept reVertues�:' on file�t t�ie office of,;�o�lecte� m respect of� the :City 2Gler,it Ciry ",t�� Imp,roverrl�nts to�j G F{a I,'5,��W 13th Str�et ���be�ohstfift�Ned�b�y;Wal°tt ���s�.'�fie�a�le o�"GFt���`�fn��o��:�lari"�A w��En�f�g�ti !�owri�d�Yeal�estat�'�anc�i�ne�i��ent o�a9'f�ga� jthe^is°Suance�-of e��i3���, ..::Fa� s.�,�..,,;�.t,,...,. }Du�f't�c�u�,�lowa;�jprov����.�te�¢OD��^,elt�p'�il�tjt_i!LC�� �ing'�bl'�he�ale•o�G�Yy in�reaQPaan�e w ttintl��� I1o1vA�d�Feal es�$te��na�l�oe��i� � t o�a;r� '�the�`f'�suance of4 e 1���� -���� " 9 g�� nomi;a, tla�elopmer��,��';of caPryingtouE�thep�bgz= granf�tUrban Re�eWa� .�gct�yes�;of �nZ (l�ban;''. T�xfncFeme�it�teven�� Rene�Val�hlan as:tiere,; ' Grant Obli�ations) de�, fihafterdescriped and scn�ed'therem'iq or�e�'�, y�r ere�s befor,e said'; tp earry out',the tpu� ��obiigations may�be ap�,�` poses,and ob�eeti�es of proved;,Chapter�403 of= the k�Ur�an Reneyval. ,the .Code of lowa�re-' Plar��foY tbe�Di�Uque ,p4ires fhat the.:City Indil§frfal Ceh�e� Eco- ;plerk puplish a'notice; _ �nomfG � DeveCoph�ept 4�of�,the p'r`.op6salaand of��' Distr�ct, cbnsisCing.8f, the tir�e and la�e �ofei the f�indipg of e:qohgYn � the}me.e,tir�g a whfchss ic developmgn�;�grantsi tl�e G�ty,:.Coun,Gil�pPo;;-„ fo N(��te� D,evelop � � poses,to take ac on" m�� LL� t� er�'fhe�'� � r- � , ter�s�' nd co�di@i�ns the�eon and at wh��c�i>}: of��he'��r�an R�n'�`Wa�ll�`�c I`�'si�allthreceiVe��O�al;i� Plar}�,for the pi7bui�ue2�� d�o ��Pi�t�n ob`e� :� , nodmic�ial p Yglorl�Ck1e���f���s�fpe��r�y���sedeof`i ` amo�Nnt o�e he�U�p�a����:$aidlCity��fo���Gch:pro�.; Repewal Tax�ncrg111en�� ip�NO�Vt�THEREFORE,t� RevenGe Grant Oblfga , .8�����RESOLVED BY - r,tyohs`canndt be deE�r r��y��������$��OUNCIL�� J�mned,at the�present �h'OF��TH,� 'G171r�t.� OF- time but is not,eKpect DUBU UE IOWA: Sed ;_ to�, e�'cee ��'�.� �r• ' �r_.r '��630'000�� �,,���t��'�of�Du�buque intends I�o�� At�;�tie meet'i�fig�`t es�;dis ose of its mterest, City .Co�c��4y:y�fl1_�,,�ef� .:m pthe�;foregomg-de- �eive"ora ard�w�i�teh� scribe ' Property"; by ; o4�ections from aPy Deed�g Walter De�ve�: � 'YesYdent 'or prof�erty�P'opme��tr�LLC��purs�an�; bwriert of said City to to the p�o"pose�De,'vel , the aboVe actiofi'A{ter opme�`�,�greement� �.>� all� obleotions. ha�e 3 sectib�is2 The City;. °b�en re�eived ah�req� �Clei�c�`�hereby autho-,' �si�er�ec�,�t�e City,Coun �iz�ti,a�`d directed to�� � �'or` t�yh t`ad�omeekehw{�t,�ause tl�is Resolution 3�r��.��Y �A��� A���an�l a��otioe��o be pub-'`` � lan�o,fs�g��ori�e,��u�c� ������d�a�kpCescC{bed by t� po�sitior���� ����o�ya a Code Sec'tiop thefissuan�e bf#he Ur` �364 7�0�a publlc;hear- � bah Ref�ewal,Tax Incre , jng or1 ff�e.Gity's`Intent,�. menE-Revenue Grant ;{o dispose_�of the foYe ; OBligations of atiantlon �omg�e cribed P�o�i'��� the p�opqsal ,By or�er �e�ty to��e held 6n'�the��; of th�City Counci(sai� _:4th �a�y;,bf Novem�er ^ heatiP��and a�peals r�019�t 6`00 p.m.in the therefr.o� ,sha I bs(�e1d�City�`Co�'��icil Chambers in acc_Ytl r3o ����h an'd" � ' �� ,, ,�x � �`x�,t the F{istoric Federal�: gove�r�e��'�,tl����Rv����ild�f�9iFk35o W t6th": sior�s of,�SeCtio 2���;9 �y tFeet,�p�b4qUe lowa. ; �of the:Cbd�of 16vJa r�� 4ge�t�o�i�3 T Copies of su�i�i�F#ih9='�'Counc I�; i�l also meet tlocu�ients for tiie pUb at sai�'�t me and«place lic Fie�rings arecoP file�I for the�urpose of#al�s m fhe?City��,Cle�(�s 0� i g��"{�o�,�o�the,mat�;; � fic�;'qlt�1 �j��� �=5o W ����F� of;': authorizing 13th ;St,, ,`,Dubuque ,: rbar�kenewal Tax In- . ��owa ;and may �,be ¢re�ent>Revenue obli- viewg�},c�yring hbfir�al igat ons�, and . the wo�l�i g�IjouPs gXe�u�ioh of the Devel- Written commen�s�re o�me�Agreement re;;:t 9a�'dmg Ehe��b4ove p�b� lating'�xtliereto with lic�heaPmgs 4 ay be �altel�^Y4 DeVelop.ment,, ' subm�tt"�tl �o�,�e CitY��`�;�� r�l�e'.;p�oce`eds of Clerks''Office �r50 W�WWhich�Qpligatioris will 13th St Dubuque IA be usetl�to carry,r;out 52001,J on or befot@y�,f certain�of the speefal ; said time of pUblic � , financ��hgf activities de�; � he��mg At said,�timet�scrib�da`i�i�thef U�ban` and �laceF of pyblie 3 e�1evJ�l� P�Ian�FfoC'fhe;� hearit�gs al jhteh�s�e����� ' l, , Dub�it�Ue«f� Ind�gtri�l, c�4kens andk pa ie�' j ` Wi(I be:giv�'n an op orT�f ���£�� Ee���m�G �,De�; tunityz,fo be Iteand��'for� Ge���}�j�g:of��ei`f,upd�� oP�q�ii�5t saitl�r,o�ios�f�-� +; Ind�vidl�als w tii iimit����9°f econorr�c devel�i ed En lish �p y, 9ra}1ts �to� � c a,3 a, `�6 �ne�l} �� g, p�ofi�i c �',;a�t�� Deveioprr�,ej�tf: ,�is�ior� hea�th�j �6"�, �G,�`iu�suai�t Eo tre be � speech r [mpa(rmeh�`s E���'�top�rient Agree�jept' reqyiPing special;assis �'pn�er f(le'te�ms` and: � tance;'shoultl ¢'ontacC, ;"conditions;=of said `U� ', the�G�i£�"CIeYk���Offic`e +�Y�� �+ .- ,. �:s�. ; _ , ,,., CLOSING CHECKLIST THE CITY OF DUBUQUE, IOWA, AND WALTER DEVELOPMENT, LLC (HODGE) November 6, 2019, 3:00 p.m. 300 Main Street Suite 330 Dubuque IA Lot 1, McFadden Farm Place No. 4 Abstract brought up to date and delivered for review prior to Closing 2. Memorandum of Development Agreement . City 3. City Certificate aCity 4. City Attorney's Opinion veity 5. Opinion of Counsel for Developer v Walter 6. Financial Commitment Letter 'Walter 7. Insurance Certificates Walter 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 8. Approval of Site Plan 9. Evidence of Employer's fulltime equivalent employees (FTE) in Dubuque County, Iowa, as of January 1, 2019 Grant of temporary construction access easement over and across Lot 2-2 of McFadden Farm Place as shown on the Proposed Plat B-1 (from City to Hodge) 11. Grant of temporary public access easement as shown on the Proposed Plat B-1 (from Hodge to City) 12. Special Warranty Deed 110519ba1 %Walter VfM/Hodge City "'/Hodge City Proof of Publication of Notice of Public Hearing Resolution approving Development Agreement 13. Declaration of Value vflA 14. Groundwater Hazard Statement '`City 15. Net Purchase Price $560,515 Walter 16. Real Estate Transfer Stamps SNA 17. Taxes ,/NA 18. Closing Statement 1 ---City/ Walter 110519ba1 CLOSING STATEMENT THE CITY OF DUBUQUE, IOWA, AND WALTER DEVELOPMENT, LLC (HODGE) November 6, 2019, 3:00 p.m. 300 Main Street Suite 330 Dubuque IA Lot 1, McFadden Farm Place No. 4 Fed ID Number 83-3243452 Purchase Price: Parcel A: $466,800 Parcel B $603,000 Acquisition Grant Parcel A: $278,135 Parcel B $231,150 $1,069,800 ($509,285) Net Purchase Price Due at Closing $560,515 SELLER CITY OF DUBUQUE, IOWA HODGE COMPANY By: By:�f� GGA Ba ry A. Lindahl, Senior CounselHodge, Managing Member g g 110519ba1 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and WALTER DEVELOPMENT, LLC was made regarding the following described premises: Lot 1, McFadden Farm Place No. 4 The Development Agreement is dated for reference purposes the7day of /jij'7/41-' 2019, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this (I day of , )OJ 3 2'019. CITY OF DUBiUQUE, IOWA By: „" Roy D./,uol, Mayor WALTER DEVELOPMENT, LLC Bv: Ke in in S. Firnstahl, City Clerk' 102919baI / HZ -6)64. odgjManaging Member BARRY A. LINDAHL Commission Number 107515 My Comm. Exp. 26 2-I STATE OF IOWA : ss: DUBUQUE COUNTY On this ` day of v , 2019, before me, a Notary Public in and for the State of Iowa, 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 Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, Stalt of Iowa STATE OF IOWA : ss: DUBUQUE COUNTY *w iF. JIEL 011cCAfR9N 4z A 'g Commission Numbur 772419.. 1 My Comm. Exp On this L* day of iVaf • , 2019, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Tim Hodge, to me personally known, who being by me duly sworn did say he is the Managing Member 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. Notary Public, State of Iowa 2 BARRY A. LINDAHL Commission Number 107515 + My Comm. Exp. 7 Dubuque bitri All-America City E 2012 Masterpiece on the Mississippi Walter Development, LLC Attn: Tim Hodge, Managing Member 7465 Chavenelle Rd Dubuque, IA 52002 Phone: (563) 583-9781 City Manager's Office City Hall 50 West 13th Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr@cityofdubuque.org November 5, 2019 RE: Development Agreement between the City of Dubuque, Iowa and Walter Development, LLC Dear Mr. Hodge: I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between Walter Development, LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the 4th day of November, 2019. On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) There is no action, 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 Developer, 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 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 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 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 in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, 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 health statutes, ordinances, and regulations. The Property is currently zoned PUD and Developer'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 performed 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 to 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. (10) 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. 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 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 or Developer. (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 hold Developer 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 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 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 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. Michael C. Van Milligen City Manager MCVM:jh Barry A. Lindahl, Esq. Senior Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001-6944 (563) 583-4113 office (563) 583-1040 fax halesgri citvofdubuque.org Walter Development, LLC Attn: Tim Hodge, Managing Member 7465 Chavenelle Rd Dubuque, IA 52002 Phone: (563) 583-9781 Dubuque THE CITY OF All -America City 2007 • 2012 • 2013 Dui Masterpiece on the Mississippi November 5, 2019 RE: Development Agreement between the City of Dubuque, Iowa and Walter Development, LLC Dear Mr. Hodge: I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between Walter Development, LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the 4th day of November, 2019. 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 5th day of November, 2019, are correct. Barry A. Lindahl, Esq. I Senior Counsel BAL:tls Mayor and City Councilmembers City Hall 13'h and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Walter Development, LLC Dear Mayor and City Councilmembers: I have acted as counsel for Walter Development LLC, (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa (City) , dated for reference purposes the 4th day of November , 2019. I have examined the original 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 inquiries as I have deemed appropriate, 1 am of the opinion that: 1. Developer is a limited liability company organized and existing under the laws of the State of Iowa 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. 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. 1 Very, true -yours, y�Zeke R. McCann y of Reynolds & Ke ire, "L.L.P. 110 E. 9th Street, P.O. Box 239 Dubuque, IA 52004-0239 Phone: 563-556-8000 Fax: 563-556-8009 email: mccartney@rkenline.com Attorney for Walter Development, LLC 37 Tracey Stecklein From: Zeke McCartney <McCartney@rkenline.com> Sent: Friday, November 1, 2019 3:56 PM To: Barry Lindahl; Tracey Stecklein Subject: RE: HODGE and UNISON Attachments: Walter Counsel Certification.pdf Looks good Barry. Attached is my certification for Walter. I am waiting on the finance, etc. certifications from Tim but I should have them soon. Let me know if you have any questions or revisions in the meantime. Thanks and have a nice weekend, Zeke From: Barry Lindahl <balesq@cityofdubuque.org> Sent: Thursday, October 31, 2019 2:51 PM To: Zeke McCartney <McCartney@rkenline.com> Cc: Tracey Stecklein <Tsteckle@cityofdubuque.org> Subject: FW: HODGE and UNISON A few revisions to closing documents. Please review and we will get them signed for the 11/5 closing. Can you send me your documents as well? From: Tracey Stecklein Sent: Thursday, October 31, 2019 2:25 PM To: Barry Lindahl <balesq@cityofdubuque.org> Subject: HODGE and UNISON Revised City Attorney Certificates and City Certificates for your review and comment. Click here to report this email as spam. 1 November 1, 2019 From: Dubuque Bank & Trust To: Walter Development, LLC CC: City of Dubuque Dubuque Bank & Trust (Bank) has approved the construction and perm financing for Walter Development, LLC (Borrower) of the subject project to be located at 5955 Chavenelle Rd for a 220,000 SF warehouse facility. The subject commitment is good until close of business of December 31, 2019. Thank you, yson eyendecker Market President, EVP CBASS ,v�-fru EVIDENCE OF PROPERTY INSURANCE DA11/1/2019) THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY PHONE (800)362-8046 (A/C, No, Ext): COMPANY Middlesex Insurance Co 1800 North Point Drive P.O. Box 8032 Stevens Point, WI 54481 The Insurance Center 701 Sand Lake Road Onalaska, WI 54650-2442 fq C. No):(608) 783-8155 MAAss:ticgeneral@ticinsurance.com CODE: SUB CODE: CUSTOMER ID 4: EPICCON-01 INSURED Epic Construction PO Box 249 Kieler, WI 53812 LOAN NUMBER POLICY NUMBER A0060304008 EFFECTIVE DATE 10/15/2019 EXPIRATION DATE 10/15/2020 CONTINUED UNTIL TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION THE POLICIES OF INSURANCE LISTED BELOVV HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION BASIC COVERAGE / PERILS / FORMS AMOUNT OF INSURANCE DEDUCTIBLE Limit at any one location Limit $8,000,000 2,500 Special Limit AUTHORIZED REPRESENTATIVE EE 2,500 ncluding Special Conditions) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONA NAME AND ADDRESS Walter Development 7465 Chavenelle Drive Dubuque, IA 52002 X ADDITIONAL INSURED MORTGAGEE _ X LENDERS LOSS PAYABLE LOSS PAYEE Hodge Warehouse Project LOAN 4 AUTHORIZED REPRESENTATIVE EE © 1993-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD HODGE November 1, 2019 City of Dubuque 50 W 13th St. Dubuque IA 52001 Re: 5955 Chavenelle Rd. - Development Agreement INTEGRATED LOGISTICS G MATERIAL HANDLING MATERIAL HANDLING DIVISION Walter Development, LLC and the City of Dubuque have entered into a Development Agreement regarding construction of a facility at 5955 Chavenelle Rd. Section 1.5 paragraph (8) of the document calls for a certification of full-time equivalent (FTE) employees by Developer or Affiliates working at its' facility at 7500 Chavenelle Rd. January 1, 2019 FTE at 7500 Chavenelle Rd 12 Hodge Company J Name i 1 WI -4,Y Title CE -0 Signature WHATEVEIITTAKES. ,..65..,:..,___R j C;u.,aue La 5 i5c3+5:33-973' i www.hodgecompany.com 1111111111111111111111 1111111111 111111111111111 IIIIW IIIN 11 Doc ID 010385050003 Type GEN Kind: EASEMENT Recorded: 11/07/2019 at 03:35:11 PM, Fee Amt: $17.00 Page 1 of 3 Dubuque County Iowa John MurphyiQRecorder 1 Q Fi1e2019--00013857 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque Iowa 52001 (563.583.4113) Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque Iowa 52001 (563.583.4113) GRANT OF TEMPORARY EASEMENT For and in consideration of the sum of TEN ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, the CITY OF DUBUQUE, IOWA (City), a municipal corporation, grants to Walter Development, LLC (Grantee), its agents and contractors, from the date hereof, an easement through, under and across the following described real estate situated in Dubuque, Iowa, to wit: A temporary construction access easement over and across Lot 2-2 of McFadden Farm Place in the City of Dubuque, Iowa as shown on Exhibit B-1 attached hereto. Said easement begins on the date of execution of this Grant of Temporary Easement. It is understood and agreed that Grantee shall restore any disturbed area due to the construction. To have and to hold unto said Grantee until completion of the Minimum Improvements des ribed in the Development Agreement between City and Grantee, dated theJ,% day o ^ � 7, 2019,.and the undersigned do hereby expressly covenant that they have good rig t to execute this Grant of Temporary Easement, and that Walter Development, LLC, its agents or contractors, shall at all times during construction have free access to and egress from and over said real estate for the purpose of this easement. Dated at Dubuque, Iowa this6W/1 day of/I,77 , 2019. 102419baI (T C .: `QSx1L CITY OF DUBUQUE, IOWA By: Roy D. B1r• I, Mayor By: Kevin <'Firnstahl, City Clerk NOTARY PUBLIC STATE OF IOWA, COUNTY OF DUBUQUE, SS: On this day of hi( , 2019 before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared Roy D. Buol and Kevin S. Firnstahl, Mayor and City Clerk respectively, to me known to be the identical person(s) named in and who executed the within and foregoing instrument, to which this is attached, and acknowledged that they executed the same as their voluntary act and deed on behalf of the City of Dubuque, Iowa. PAMELA J. ifcCARR Commission Nurniror 772419 Ay Comm. Exp 2 tary Public In j"nd For Said State 3 11 11 11 11 11 11 11 11 11 11 Doc ID 010385060003 Type GEN Kind: EASEMENT Recorded: 11/07/2019 at 03:37:39 PM' Fee Amt: $17.00 Page 1 of 3 Dubuque County Iowa John Murphy Recorder F11e2019-00013858 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque Iowa 52001 (563.583.4113) Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque Iowa 52001 (563.583.4113) GRANT OF TEMPORARY EASEMENT For and in consideration of the sum of TEN ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, Walter Development, LLC grants to the City of Dubuque, (Grantee), a municipal corporation, its agents and contractors, from the date hereof, an easement through, under and across the following described real estate situated in Dubuque, Iowa, to wit: 45' temporary grading easement as shown on Exhibit B-1 attached hereto. Said easement begins on the date of execution of this Grant of Temporary Easement and shall be null and void upon completion and acceptance of the grading work by the City Council. It is understood and agreed that Grantee shall restore any disturbed area due to the construction. To have and to hold unto said Grantee and the undersigned does hereby expressly covenant that he has good right to execute this Grant of Temporary Easement, and that the City of Dubuque, its agents or contractors, shall at all times during construction have free access to and egress from and over said real estate for the purpose of this easement. 614 Dated at Dubuque, Iowa this day of , 2019. WALTER DEVELOPMENT, LLC By: 116. T'rn'Hodge, anaging Member • 102419ba1 BARRY A. LINDAIiL Commission Number 107515 I My Comm Exp. A3 2 NOTARY PUBLIC STATE OF IOWA, COUNTY OF DUBUQUE, SS: On this V* day of AJA1. , 2019 before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared Tim Hodge, Managing Member, to me known to be the identical person(s) named in and who executed the within and foregoing instrument, to which this is attached, and acknowledged that they executed the same as their voluntary act and deed on behalf of Walter Development, LLC. 2 r C Notary Public In and For Said State 3 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 Tax Statement to: Walter Development, LLC Attn: Tim Hodge, Managing Member 7465 Chavenelle Road Dubuque, IA 52002 SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee named below undertaking the obligations of the Developer under the Development Agreement described below and the sum of Ten and no/100 Dollars ($10.00) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto Walter Development, LLC, an Iowa limited liability company (Grantee), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the Property): Lot 1, McFadden Farm Place No. 4 in the City of Dubuque, Iowa This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). City reserves unto itself, its agents and employees a 10' permanent easement for public utilities as shown on the Plat recorded on the 23rd day of October, 2019 as Instrument No. 2019-00012950, records of Dubuque County, Iowa, and a temporary public access easement as shown on the Plat. This Deed is given pursuant to the authority of Resolution No.3' of the City Council of the City of Dubuque adopted the /P7 day ofq/.17/ f , 2019, the terms and conditions thereof, if any, having been fulfilled. 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 Development Agreement executed by Grantor and Grantee herein, dated the 102419ba1 H day of 1\1(2)V,: -...1M),', 2019 (the Agreement), a memorandum of which was recorded on the day of , 2019, in the records of the Recorder of Dubuque County, Iowa, Instrument Number Promptly after completion of the improvements and payment in full of the Purchase Price for the Property 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 certification by Grantor shall be, and the certification itself shall so state, a conclusive determination of 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 and pay the Purchase Price for the Property, 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 pursuant 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. If Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement 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 necessary, in the opinion of Grantor, for Grantee to take or perform in order to obtain such certification. In the event that an Event of Default occurs under the Agreement and Grantee 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-enter 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 Agreement. 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 claims of all persons whomsoever claiming by, through and under it. Dated this 4 day of✓Y/ %, , 2019 at Dubuque, Iowa. 2 CITY OF DUBUQUE IOWA By: / c) Z -t -e -c Roy Buol, Mayor ATTEST: By: Kevir(S. Firnstahl, City Clerk STATE OF IOWA SS COUNTY OF DUBUQUE On this `/ day of /1,/L)' , 20, before me a Notary Public in and for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl 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 State of Iowa, and that the seal affixed to the foregoing 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. /PAMELA J_ NicCAPIRO 4 I Commission Norntter 772419 My Conn. Exp. '/-5 3 rzipz,7} Ciubuque County, Iowa Prepared by: Jill Connors, Economic Development, 50 W. 131' 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. 360-19 INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE PURSUANT TO A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE AND WALTER DEVELOPMENT, LLC AND FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE DEVELOPMENT AGREEMENT INCLUDING THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT OBLIGATIONS AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF Whereas, the City of Dubuque, Iowa (City) is the owner of the two separately identified parcels totaling approximately 17.64 acres, referred to herein and in Exhibit B-2 as Parcel A and Parcel B (the Property); and Whereas, City and Walter Development, LLC have entered into a Development Agreement, subject to the approval of the City Council, pursuant to which City will convey the Property to Walter Development, LLC, and Walter Development, LLC will construct on the Property certain improvements described in the Development Agreement; and Whereas, the City Council has tentatively determined that it would be in the best interests of City to approve the Development Agreement, including the conveyance of the Property to Walter Development, LLC; and Whereas, the Development Agreement provides for the issuance by City of economic development grants to Walter Development, LLC, referred to therein as Urban Renewal Tax Increment Revenue Grant Obligations, payable from the tax increment revenues collected in respect of the Improvements to be constructed by Walter Development, LLC in accordance with the Development Agreement, for the purpose of carrying out the objectives of an Urban Renewal Pian as hereinafter described; 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 said City to such proposed action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque intends to dispose of its interest in the foregoing - described Property by Deed to Walter Development, LLC pursuant to the proposed Development Agreement. 100219ba1 Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to dispose of the foregoing -described Property, to be held on the 4th day of November, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6t" Street, Dubuque, Iowa. Section 3. The City Council will also meet at said time and place for the purpose of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue obligations and the execution of the Development Agreement relating thereto with Walter Development, LLC, the proceeds of which obligations will be used to carry out certain of the special financing activities described in the Urban Renewal Ran for the Dubuque Industrial Center Economic Development District, consisting of the funding of economic development grants to Walter Development, LLC pursuant to the Development Agreement under the terms and conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment Revenue obligations will be approximately $2,630,000. Section 4. 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 disposal of the City's interest in the Property and the issuance of said obligations. Section 5. That the notice of the proposed action shall be in substantially the form attached hereto. Passed, approved and adopted this 7th day of October, 2019. Jake A. Rios, Mayor Pro Tem Attest: Kevin Firnstahl, City CI -r STATE OF IOWA DUBUQUE COUNTY CERTIFICATION OF PUBLICATION {SS: I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: October 25, 2019, and for which the charge is $113.15 J Subscribed to before me, a Notary Public in and for Dubuque ounty, Iowa, this day of No Public in and for Dubuque County, Iowa. CITY OF DUBUQUE, IOWA OFFICIAL NOTICE NOTICE OF A PUBUC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE AP- PROVAL OF A DEVEL- OPMENT AGREE- MENT WITH WALTER DEVELOPMENT, LLC PROVIDING FOR THE SALE OF CITY -OWNED REAL ESTATE TO WALTER DEVELOP- MENT, LLC AND AU- THORIZATION FOR THE ;ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT OBLIGATIONS PUR- SUANT TO THE DE- VELOPMENT AGREE- MENT PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will hold a public hearing on the 4th day of November, 2019, at 6:00 p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th St.. Dubuque, Iowa, at which meeting the City Council proposes to take action toapprove a Development Agree- ment with Walter De- velopment, LLC„ a copy of which is now on file at the Office of the City Clerk, City Hall, 50 W. 13th Street, _Dubuque, Iowa, provid- ing for the sale of City - at (563) 589-4100, TDD (563) 690-5678, cty- clerk@cityofdubuque.org as soon as feasible. In- dividuals with deaf or hard -of -hearing indi- viduals can use Relay Iowa by dialing 711 or (800) 735-2942. This notice is given by order of the City Coun- cil of the City of Dubuque, Iowa, as pro- vided by Chapter 403 of the Code of Iowa. Dated this llth day of October 2019. Kevin S. Firnstahl City Clerk of Dubuque, Iowa RESOLUTION NO. 360-19 INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE PUR- SUANT TO A DEVEL- OPMENT AGREE- MENT BETWEEN THE CITY OF DUBUQUE AND WALTER DEVEL- OPMENT, LLC AND FIXING THE DATE FOR A PUBLIC HEAR- ING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE DEVEL- OPMENT AGREE- MENT INCLUDING THE PROPOSED IS- SUANCE OF URBAN RENEWAL TAX IN CREMENT REVENUE GRANT OBLIGATIONS AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF Whereas, the City of Dubuque, Iowa (City) is the owner of the two separately identified parcels totaling ap- proximately 17.64 acres, referred to here- in and in Exhibit 6-2 as '. Parcel A and Parcel B - (the Property); and Whereas, City and Walter Development, LLC have entered into a Development Agree- ment, subject to the approval of the City Council, pursuant to which City will convey the Property to Wafter Development, LLC, and Walter Development, LLC will construct on the Property certain Improvements de- scribed in the Develop- ' ment Agreement; and Whereas, the City Council has tentatively determined that :it l would be in the best in- terests of City to ap- prove the Development Agreement, including the conveyance of the Property to Walter De- velopment, LLC; and Whereas, the Develop- ment Agreement pro- vides for the issuance by City of economic de- velopment grants to Walter Development, LLC. referred to therein as Urban Renewal Tax Increment Revenue Grant Obligations, payable from the tax increment revenues collected in respect of the Improvements to be constructed by Wal- ter Development. LLC in accordance wirh the ban Renewal Plan. It is expected that the ag- gregate amount of the Tax Increment Revenue obligations will be ap- proximately 52,630,000. Section 4. The City Clerk is hereby direct- ed 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 circula- tion 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 dispos- al of the City's interest in the Property and the issuance of sad obliga- tions. Section 5. That the notice of the proposed action shall be in sub- stantially the form at- tached hereto. Passed, approved and adopted this 7th day of October, 2019. Jake A. Rios, Mayor Pro Tem Attest: Kevin S. Firnstahl, City Clerk It 10/25. - ing for the sale of City- in ter L'evelopment. -LLC owned real estate and 'accordance with the.. the issuance of eco- Development Agree I nomic development ment, for the purpose grants (Urban Renewal of carrying out the ob- Tax Increment Revenue fe Renewalves of an Urban Grant Obligations) de- Plan as here- scribed therein in order WWhereascbe or and to carry out the pur- Whereas, before said poses and objectives of obligations may be ao- the Urban Renewal Proved, Chapter a of the the Code of Iowa re- Plan for the Dubuque quires that the City Industrial Center Eco- Clerk publish a notice nomic Development of the proposal and of District, consisting of the time and place of the funding of econom- the meeting at which is development grants the City Council pro for Walter Develop- ment, LLC, under the poses to take action terms and conditions thereon n and City Coun- of the Urban Renewal cif steal the r Plan for the Dubuque and /hail receive oral Industrial Center Eco- and/orsfrom written set nomic Development orons any resident District. The aggregate said propertyiytou owner pro- amounto- of the Urban poid City to such Renewal Tax Increment posed tiTH Revenue Grant Oblige- NOW THEREFORE, E IT RESOLVED BY tions cannot be deter- THE mined at the present THECIY COUNCIL time, but is not expect- OFU CITY OF DUBUQUE, IOWA: ed 32,'030,00o exceed Section 1. The City At the meeting , the gof Dubuque intends to cilinre- dispose of its interest City the me ceive oral and written I c the foregoing-de- ceive y scribed Property by objections from any Deed to Wafter Devel- resident or property epment, LLC pursuant owner of said City to to the proposed Devel- the above action. After opment Agreement. all objections have Section 2. The City been received and con- Clerk is hereby autho- sidered, the City Coun- rized and directed to cif may at this meeting cause this Resolution or at any aajournment and a notice to be pub- thereof, authorize such fished as prescribed by land disposition and Iowa Code Section the issuance of the Ur- 364.7 of a public hear- ban Renewal Tax Incre- ing on the City's intent ment Revenue Grant to dispose of the fore- , Obligations or abandon going-described Pro the proposal. By order erty, to be held on the e of the City Council said 4th day of November . hearing and appeals 2019 at 6:00 p.m. in the therefrom shall be held City Council Chambers .in accordance with and at the Historic Federal governed by the provi- Building, 350 W. 6th sions of Section 403.9 Street Dubuque, Iowa. of the Code of Iowa. Section 3. The City Copies of supporting . Council will also meet documents for the pub- at said time and place lit hearings are on file for the purpose of tak- in the City Clerk's Of- ing actiononthe mat- fice, City Hall, 50 W. ter of authorizing 13th St., Dubuque, Urban Renewal Tax In- lowa, and may be crement Revenue obli- viewed during normal gations and the working hours. - execution of the Devel- Written comments re- opment Agreement re- garding the above pub- lating thereto with lic hearings may be Walter Development, submitted to the City LLC, the proceeds of Clerk's Office, 50 - W. which obligations will 13th St., Dubuque, IA be used to carry out 52001, on or before certain of the special said time of public financing activities de- - hearing. At said time scribed in the Urban and peace of public Renewal Plan for the hearings all interested Dubuque Industrial citizens and parties Center Economic- De- will be given an oppor velopment District, tunity to be heard for consisting of the fund- • or against said proposal. ing of economic devel- Individuals with limit- opment grants to ed English proficiency, Walter Development, vision,-r - hearing or - LLC pursuant to the De- speech impairments ' velopment Agreement requiring special assis- under the terms and tante should contact conditions of said Ur- the City Clerk's Office STATE OF IOWA CERTIFICATE of the CITY CLERK SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 360-19 and associated Certification of Publication is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 5th day of November, 2019. Keyl'n S. Firnstahl, CMO, City Clerk Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 389-19 APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA, AND WALTER DEVELOPMENT, LLC FOR THE SALE OF CITY -OWNED PROPERTY INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS Whereas, the City Council, by Resolution No. 360-19, dated October 7, 2019, declared its intent to dispose of an interest in City of Dubuque real estate pursuant to a Development Agreement between the City of Dubuque and Walter Development, LLC, including the issuance of Urban Renewal Tax Increment Revenue Obligations; and Whereas, pursuant to published notice, a public hearing was held on the proposed Development Agreement on November 4, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; and Whereas, it is the determination of the City Council that approval of the Development Agreement for redevelopment of the Property by Walter Development, LLC, according to the terms and conditions set out in the Development Agreement, is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Development Agreement between the City of Dubuque and Walter Development, LLC, a copy of which is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue Obligations, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved, and adopted this 4th day of November 2019. Attest: KeviryS. Firnstahl,' City -Clerk / /7 /1 Roy D. Buol, Mayor STATE OF IOWA CERTIFICATE of the CITY CLERK ) SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 389-19 is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 5th day of November, 2019. K'vin S. Firnstahl, a/1C, City Clerk REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT TO BE COMPLETED BY TRANSFEROR TRANSFEROR: Name City of Dubuque, Iowa Address 50 West 13th Street Dubuque Iowa 52001 Number and Street or RR City, Town or P.O. State Zip TRANSFEREE: Name Walter Development, LLC Address 7465 Chavenelle Road Dubuque Iowa 52002 Number and Street or RR City, Town or P.O. State Zip Address of Property Transferred: 5501 Chavenelle Road Dubuque Iowa 52002 Number and Street or RR City, Town or P.O. State Zip Legal Description of Property: (Attach if necessary) Lot 1, McFadden Farm Place No. 4 1. Wells (check one) X There are no known wells situated on this property. There is a well or wells situated on this property. The type(s), location(s) and legal status are stated below or set forth on an attached separate sheet, as necessary. 2. Solid Waste Disposal (check one) X There is no known solid waste disposal site on this property. _ There is a solid waste disposal site on this property and information related thereto is provided in Attachment #1, attached to this document. 3. Hazardous Wastes (check one) X There is no known hazardous waste on this property. There is hazardous waste on this property and information related thereto is provided in Attachment #1, attached to this document. 4. Underground Storage Tanks (check one) X There are no known underground storage tanks on this property. (Note exclusions such as small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in instructions.) There is an underground storage tank on this property. The type(s), size(s) and any known substance(s) contained are listed below or on an attached separate sheet, as necessary. FILE WITH RECORDER DNR form 542-0960 (July 18, 2012) 5. Private Burial Site (check one) X There are no known private burial sites on this property. _ There is a private burial site on this property. The location(s) of the site(s) and known identifying information of the decedent(s) is stated below or on an attached separate sheet, as necessary. 6. Private Sewage Disposal System (check one) _ All buildings on this property are served by a public or semi-public sewage disposal system. X This transaction does not involve the transfer of any building which has or is required by law to have a sewage disposal system. _ There is a building served by private sewage disposal system on this property or a building without any lawful sewage disposal system. A certified inspector's report is attached which documents the condition of the private sewage disposal system and whether any modifications are required to conform to standards adopted by the Department of Natural Resources. A certified inspection report must be accompanied by this form when recording. There is a building served by private sewage disposal system on this property. Weather or other temporary physical conditions prevent the certified inspection of the private sewage disposal system from being conducted. The buyer has executed a binding acknowledgment with the county board of health to conduct a certified inspection of the private sewage disposal system at the earliest practicable time and to be responsible for any required modifications to the private sewage disposal system as identified by the certified inspection. A copy of the binding acknowledgment is attached to this form. _ There is a building served by private sewage disposal system on this property. The buyer has executed a binding acknowledgment with the county board of health to install a new private sewage disposal system on this property within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. _ There is a building served by private sewage disposal system on this property. The building to which the sewage disposal system is connected will be demolished without being occupied. The buyer has executed a binding acknowledgment with the county board of health to demolish the building within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. [Exemption #9] _ This property is exempt from the private sewage disposal inspection requirements pursuant to the following exemption [Note: for exemption #9 use prior check box]: The private sewage disposal system has been installed within the past two years pursuant to permit number Information required by statements checked above should be provided here or on separate sheets attached hereto: I HEREBY DEC ,• RE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND TFC• THE INFORMATION STATED ABOVE IS TRUE AND CORRECT. Signature: (Transferor or Agent) FILE WITH RECORDER Telephone No.: (563) 583-4113 DNR form 542-0960 (July 18, 2012) GROUNDWATER HAZARD STATEMENT ATTACHMENT #1 NOTICE OF WASTE DISPOSAL SITE a. Solid Waste Disposal (check one) _ There is a solid waste disposal site on this property, but no notice has been received from the Department of Natural Resources that the site is deemed to be potentially hazardous. _ There is a solid waste disposal site on this property which has been deemed to be potentially hazardous by the Department of Natural Resources. The location(s) of the site(s) is stated below or on an attached separate sheet, as necessary. b.. Hazardous Wastes (check one) _ There is hazardous waste on this property and it is being managed in accordance with Department of Natural Resources rules. _ There is hazardous waste on this property and the appropriate response or remediation actions, or the need therefore, have not yet been determined. Further descriptive information: I HEREBY DECLARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND THAT THE INFORMATION STATED ABOVE IS TRUE AND CORRECT. Signature: Telephone No.: (Transferor or Agent) FILE WITH RECORDER DNR form 542-0960 — Attachment #1 (July 18, 2012) Kevin Firnstahl From:Tracey Stecklein Sent:Wednesday, November 06, 2019 4:09 PM To:Jenny Larson; Kevin Firnstahl Cc:Barry Lindahl; Jill Connors Subject:Walter Development Closing - November 6, 2019 Attachments:Executed Closing Docs_110619.pdf All: Attached is a copy of the executed closing docs regarding today’s 3:00 closing. Kevin, I will be taking the following docs down to be recorded tomorrow: 1. Memo of DA; 2. Special Warranty Deed; 3. Grant of Temporary Construction Easement (City to Hodge); 4. Grant of Temporary Public Access Easement (Hodge to City); 5. Groundwater Hazard Statement. Jenny, thank you for your assistance regarding the wire transfer. th FYI: The Walter-BAS-Unison closing is scheduled for Wednesday, November 13 at 3:00. Thank you. Tracey Stecklein City Attorney's Office Suite 330, Harbor View Place 300 Main Street Dubuque, IA 52001-6944 Phone: 563.583.4113 Fax: 563.583.1040 1