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Walter Development, LLC; BAS Development, LLC; and Unison Solutions Development Agreement_Hearing Copyrighted November4, 2019 City of Dubuque Public Hearings # 4. ITEM TITLE: Walter Development, LLC; BAS Development, LLC; and Unison Solutions DevelopmentAgreement SUMMARY: Proof of publication on notice of public hearing to consider approval of a Development Agreement by and among the Cityof Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Solutions, Inc. providing for the sale of city-owned real estate to BAS Development, LLC and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations, and the City Manager recommending approval. RESOLUTION Approving the disposal of an interest in City of Dubuque-owned real estate by sale to BAS Development, LLC, pursuantto a DevelopmentAgreement by and among the City of Dubuque, Walter Development, LLC, Bas Development, LLC, and Unison Inc. including the issuance of Urban Tax I ncrement Revenue Obligations SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type Unison-Walter DevelopmentAgreement-MVM Memo City Manager 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 the Development Agreement by and among the City of Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Solutions, Inc. for the Sale of City-Owned Property Including the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations DATE: October 29, 2019 Economic Development Director Jill Connors recommends the City Council approve a Development Agreement by and among the City of Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Solutions, Inc. providing for the sale of city- owned real estate to BAS Development, LLC and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations. BAS Development LLC is a real estate development company wholly owned by the same two owners as Unison Solutions, Inc., Dave Broihahn and Jan Scott. Unison Solutions, Inc., BAS Development LLC, and Walter Development, Inc. are planning a 20,000 square foot building expansion on the north side of the existing Hodge Companies building at 5301 Chavenelle Road in Dubuque Industrial Center West. The proposed building expansion, estimated at $1.8 million, also includes associated parking and circulation improvements which require the acquisition of adjacent city-owned property by BAS Development. The building expansion and parking/circulation areas will be utilized by Unison and Hodge in their industrial activities. The project was initiated by Unison to accommodate its expanding biogas tank production business. In addition to the physical improvements, Unison has committed to the creation of ten full time equivalent jobs. The proposed Development Agreement provides for City incentives, including Urban Renewal Tax Increment Revenue Grant Obligations, for 10 years of Tax Increment Finance (TIF) rebates to encourage the development of the property. As part of the development, the City will sell 1.9 acres (of which 0.67 acres are usable) to the Developer. The land will be sold at the customary purchase price of $120,000/usable acre. A land discount of 50% is provided as an incentive for this development. The construction of the parking/circulation areas and building expansion are optional, because they may or may not be needed to support the company's growth. The Development Agreement provides the company two years to exercise this option. If not exercised, the company is required to repay the land acquisition grant to the City. I concur with the recommendation and respectfully request Mayor and City Council approval. ��.1� �� Mic ael C. Van Milligen` " � MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Jill M. Connors, Economic Development Director 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 the Development Agreement by and among the City of Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Solutions, Inc. for the Sale of City-Owned Property Including the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations DATE: October 30, 2019 INTRODUCTION This memorandum presents for City Council consideration and action the attached resolution approving the Development Agreement by and among the City of Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Solutions, Inc. providing for the sale of city-owned real estate and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations. BACKGROUND Unison Solutions, Inc. began operations in 2000 as an energy consulting company. Soon thereafter, a utility contracted with Unison to project-manage a biogas-to-energy project. The utility had purchased biogas conditioning equipment from other suppliers which ultimately did not meet the quality, reliability, and safety standards the utility had expected. The utility proceeded to do a second project and Unison was given the opportunity to build the biogas-conditioning equipment. Unison has now designed and manufactured over 300 biogas-conditioning and upgrading systems. Its systems are installed throughout North America at landfills, wastewater treatment plants, and industrial facilities to convert raw biogas into a useable gaseous fuel. The fuel can be used for electrical generation, as vehicle fuel (CNG), or as direct injection into the natural gas grid. BAS Development LLC is a real estate development company wholly owned by the same two owners as Unison Solutions, Inc., Dave Broihahn and Jan Scott. Walter Development, Inc. is one of the Hodge group of companies. Walter Development, Inc. was established in 2000 and serves as the real estate development arm of Hodge. Walter Development owns approximately 1 .3 million square feet of commercial real estate, the majority of which is located in the City of Dubuque. The company specializes in warehouse and distribution space and provides facilities both for its sister companies and for third-party leases. Hodge Transit Warehouse was established in 1958 as a public warehouse provider and later became TM Inc., a full-service third-party logistics company. Hodge Material Handling was established in 1980 and is a material handling equipment sales and service company. In 2018, the three companies—Walter Development, Inc., TM Inc, and Hodge Material Handling—were re-branded as one operating entity, HODGE, in order to deliver all of their products and services more efficiently. DISCUSSION Unison Solutions, Inc., BAS Development, LLC, and Walter Development, LLC. are planning a 20,000 square foot building expansion on the north side of the existing Hodge Companies building at 5301 Chavenelle Road in Dubuque Industrial Center West. The project was initiated by Unison to accommodate its expanding biogas tank production business — biogas-conditioning and upgrading systems. The proposed building expansion, estimated at $1 .8 Million, also includes associated parking and circulation improvements which require the acquisition of adjacent city-owned property by BAS Development. The building expansion and parking/circulation areas will be utilized by Unison and Hodge in their industrial activities. In addition to the optional physical improvements, Unison has committed to the creation of ten (10) full time equivalent jobs. The proposed Development Agreement provides for city incentives, including Urban Renewal Tax Increment Revenue Grant Obligations, for 10 years of Tax Increment Finance (TIF) rebates to encourage the development of the property. As part of the development, the City will sell 1 .9 acres (of which 0.67 acres are usable)to the Developer. The land will be sold at the customary purchase price of $120,000/usable acre. A land discount of 50°k is provided as an incentive for this development. The construction of the parking/circulation areas and building expansion are optional, because they may or may not be needed to support the company's growth. The 2 Development Agreement provides the company two years to exercise this option. If not exercised, the company is required to repay the land acquisition grant to the City. After October 7, 2019 when this item was set for public hearing, the name of the attorney was updated in the Development Agreement. Additional terms and conditions are included in the attached Development Agreement. RECOMMENDATION/ ACTION STEP Based on the City Council's goal of creating a robust local economy, I recommend that the City Council approve the Development Agreement by and among the City of Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Solutions, Inc. for the sale of city-owned property and the issuance of urban renewal tax increment revenue grant obligations by adopting the attached Resolution. 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. 390-19 APPROVING THE DISPOSAL OF AN INTRESET IN CITY OF DUBUQUE OWNED REAL ESTATE BY SALE TO BAS DEVELOPMENT, LLC, PURSUANT TO A DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, WALTER DEVELPOMENT, LLC, BAS DEVELOPMENT, LLC, AND UNISON INC. INCLUDING THE ISSUANCE OF URBAN TAX INCREMENT REVENUE OBLIGATIONS WHEREAS, the City Council, by Resolution No. 359-19, dated October 7, 2019, declared its intent to dispose of an interest in City of Dubuque real estate pursuant to a Development Agreement by and among the City of Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Inc., including the issuance of Urban Renewal Tax Increment Revenue Obligations; and WHEREAS, pursuant to published notice, a public hearing was held on the proposed disposition 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 disposal of an interest in city -owned real estate and approval of the Development Agreement for redevelopment of the Property by Unison Inc., 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., Walter Development, LLC, BAS Development, LLC, and Unison Inc., a copy of ,,,vhich 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 approve Passed, approved, and adopted this 4th day of November 2019. Attest: Kevin . Firnsta I, City Clerk Roy D. Buol, Mayor 11 11 11 11 111 r 11 11 11 Doc ID. 010388430003 Type GEN Kind: AGREEMENT Recorded: 11/14/2019 at 04:05:17 PM Fee Amt: $17.00 Page 1 of 3 Dubuque County Iowa John Murphy Recorder F11e2019-00014154 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 and Walter Development, LLC, BAS Development, LLC, and Unison Solutions. Inc. was made regarding the following described premises: LOT 2-2 OF MCFADDEN FARM PLACE The Development Agreement is dated for reference purposes the 4th day of November, 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. 12114 Dated this t day of tJ V ` , 2019. CITY OF DUBUQUE, IOWA WALTER DEVELOPMENT, LLC DEVELOPER By .k/ By Roy D. uol, Mayor Hodge, Managing Member ATTEST: `; er BAS DEVELOPMENT, LLC :EXPANSION PROPERTY PURCHASER Kej1n S. Firnstati 102119baI Broiha 17' esident STATE OF IOWA : ss: DUBUQUE COUNTY UNISON SOLUTIONS, INC. EMPLOYER B Jan M. Scott, President On this 171day of A 0 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. PAMELA J. McCARR©N Commission Number 772419 My Comm. Exp. STATE OF IOWA : ss: DUBUQUE COUNTY wiz/ a .ako2z_) Notary Public, Ste' f Iowa On this (3 (day of KAI, , 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 of Walter Development, LLC 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 exec 2 otary Public, State of Iowa o�*" m� BARRY A. LINDAHL Commission Num er 07515 f8�a My Comm, Exp. jj_L_�Z,/ STATE OF IOWA : ss: DUBUQUE COUNTY On this 14 qday of wa. , 2019, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Dave Broihahn, to me personally known, who being by me duly sworn did say he is the President of BAS Development, LLC 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. STATE OF IOWA : ss: DUBUQUE COUNTY Nota Public, State of Iowa BARRY A. LINDAHL . Commission Num er 07515 : My Comm. Exp. 11 On this \ 2a1*day of NOV • , 2019, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Jan M. Scott, to me personally known, who being by me duly sworn did say he is the President of Unison Solutions, Inc., 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 execute 3 Nota Public, State of Iowa BARRY A. LINDAHL Commission Num►r 07515 My Comm. Exp. .14. II 11 oIu IIl I lIIl OI U 11 11 11 Doc ID 010388450003 Type GWH Kind: GROUNDWATER HAZARD Recorded: 11/14/2019 at 04:07:56 PM Fee Amt: $0.00 Paqe 1 of 3 Dubuque County Iowa John Murphy Recorder F11e2019-00001988 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 BAS Development, LLC Address 5451 Chavenelle Road Dubuque Iowa 52001 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 2-2 of McFadden Farm Place 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) 201q -N I55 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 T 1:V HE 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) 11 11 11 11 11 Doc ID: 010388440011 Type GEN Kind: SPECIAL WARRANTY DEED Recorded: 11/14/2019 at 04:07:29 PM Fee Amt: $62.00 Page 1 of 11 Revenue Tax: $0.00 Dubuque County Iowa John Murphy Recorder F11e2019-00014155 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: BAS Development, LLC Attn: Dave Broihahn, President 5451 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 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 BAS 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 2-2 OF MCFADDEN FARM PLACE This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). This Deed is given pursuant to the authority of Resolution No. 390-19 of the City Council of the City of Dubuque adopted the 4th day of November, 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 4th day of November, 2019 (the Agreement), a memorandum of which was recorded on the 14 day of Wok) ems, 6e4 2019, in the records of the Recorder of Dubuque County, Iowa, Instrument Number 4 j 5 - 2124 Promptly after completion of the improvements and payment in full of the Purchase 102119ba1 5100 Com., Co.JuY tL 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 ATTEST: By: of 1172019 ,/fj, , 2019 at Dubuque, Iowa. Ken S. Firnstahl, City Clerk 2 CITY OF DU UQUE IOWA By: STATE OF IOWA SS COUNTY OF DUBUQUE On this day of / v 0 V , 20/9, 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. McCAHRON Commission Number 772419 My Comm. Lxp. q—c-90/ zn2, Notary Public in and fdr/Dubuque County, Iowa Prepared by/Return to: Jill Connors, Economic Development. 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 359-19 INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE OWNED REAL ESTATE BY SALE TO BAS DEVELOPMENT, LLC PURSUANT TO A PROPOSED DEVELOPMENT AGREEMENT; FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE PROPOSED SALE OF THE REAL ESTATE AND ON THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT OBLIGATIONS TO UNISON SOLUTIONS, INC.; AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF WHEREAS, Walter Development, LLC, is the owner of the following described real estate (the Waiter Development Property): LOT 2-1 WALTER ADD; locally known as 5301 CHAVENELLE RD ; and WHEREAS, BAS Development, LLC is the owner of the following described real estate (the BAS Property): LOT 1 WALTER SECOND ADD; locally known as 5451 CHAVENELLE RD ; and WHEREAS, Unison Solutions, Inc. leases a part of the Walter Development Property for its operations (the Facility); and WHEREAS, Unison Solutions, Inc. has determined that it requires an expanded Facility to maintain and expand its operations and employment; and WHEREAS, the Facility will be the home office for a multistate business; and WHEREAS, the City of Dubuque (City) is the owner of the following described real property: LOT 2-2 OF MCFADDEN FARM PLACE in the City of Dubuque, Iowa (the City Property) ; and WHEREAS, BAS Development, LLC has requested that City sell to it the City Property so that Walter Development, LLC may develop the Walter Development Property and the City Property for the expansion of the Facility; and WHEREAS, Walter Development, LLC will undertake the expansion of a building for the Facility and will make a capital investment in building improvements, equipment, furniture and fixtures; and WHEREAS, Unison Solutions, Inc. will create Ten (10) new full-time jobs at the expanded Facility; and WHEREAS, City, Walter Development, LLC, BAS Development, LLC, and Unison Solutions, Inc. have caused to be prepared a Development Agreement, a copy of which is now on file at the Office of the City Clerk, City Hall, 50 W. 13th Street, Dubuque, Iowa, providing for the sale of the City Property to BAS Development, LLC, the development of the Property by Walter Development, LLC, and the issuance of economic development grants (Urban Renewal Tax Increment Revenue Grant Obligations) to Unison Solutions, Inc. in connection with the foregoing developments; and WHEREAS, the City Council finds that it is in the best interests of the City to approve the Development Agreement; and WHEREAS, before the Development Agreement providing for the sale of the City Property and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations the may be approved, Chapter 403 of the Code of Iowa requires that the City Clerk publish a notice of the proposal and of the time and place of the meeting at which the City Council proposes to take action thereon and at which meeting the City Council shall receive oral and/or written objections from any resident or property owner of the City to such proposed action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City Council intends to dispose of its interest in the City Property by sale to BAS Development, LLC and approve the issuance of Urban Renewal Tax Increment Revenue Grant Obligations pursuant to the proposed Development Agreement. Section 2. The City Clerk is hereby authorized and directed to cause a notice to be published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's intent to dispose of its interest in the Expansion Property and to authorize Urban Renewal Tax Increment Revenue Grant Obligations, to be held on the 4th day of November, 2019, at 6:00 o'clock p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa. Section 3. 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 Clerk 11"/,'" ake 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 $111.60 DjeC- 17,30-•-v%^-9--)1 Subscribed to before me, a Notary Public in and for Dubuque County, Iowa, btgue (owe as pro3' ed tiyr.Ciraptef,f403 of Coode'ot,rxowa ' ated h 25th*day o q(20 kerr( Firsi tah ty CTer iz ofDub T e TopIspos j RF,ST II .I UBUQUEa L ESTATE {i ASP. SALE ON H PSSUAN E O :r REMENT REVENUE ,. NTOBLIGATIONs NISOI�SOLU= ?, TOIs, IIVC, P QuIDILIGT BLCATIA;N TIC Tf EREO H REAS1 Dubuque County, Iowa. DANA M. HUETTMAN Commission Nu , or 79•"49. My Commission Exp. rAL�o�AbE�E "®PMENT`� AGI MENT BY ►ND AMO THE eL OFA DUBUQUE,WALTEC, DEVELOPIu lOti G EVLCi 4rOAS DELOPMEN1 LLC, AND_UNISON LOTIONS; INC .p` VIDING EOR TNES OF CITY OWNED �'R 'ESTATE ::'I, VELOPMENT,, AND FOR UTNE: k,CSV401.011:10617:01? RENEWAL` TAX CREMENT"REVENUE GRANT ,OBLIGATIONS .,PURSUANT Q HE DEVECOP@IENT AGREE= MENTA ,f PUBLIC` NOTfc hereby given that -t -City Council of the Ci of Dubuque lows,: . 'gold a hc hearmr on the 4th • day..;` f4ovember=` 6:00 p m. `'in the Council Chambers a the Hisforrc Fedear Burltlmg 350 W 6th St Dubuque K jowa w�eh meeting the Council propanes.t take action: to ,approve LLDevelopment Agree nt .by' and : among Walter Development LLC BAS Development LLC art Unison 5olu tions Inc a co :which Is now on theOfficer-of the Cit it requires j ed FaciIItyto am and expand s=operation"s-and em._ ployment and WHEREAS the Facility. Ie Fromeiffi multista al nets; and ; WHEREAS the City of Dub1que (City} is the owntlg descrierbedof i eaihe propefolowinrty: ,t 10T 22 OF_MCFAD: DEN FARM °-PLACE , in the:Cnity of -Dubuque tower (the City Proper, ty) a W1jEREAS BASas Develre$; ' opment LLC -h quested that City self, to rtahe Citi?Property so that WalterDeelop merit; LLC may,develop: the Walter , Develop=. ment`Propertyand the City ;Property fthe -' oxpansion,!6-- oor the Facrh ty and 5 �WNEREkS� 1Aralter Dp veloment rt` a. sione the expan of a'buildingforthe Fa crirty_-:and will _make a. caprta� mvestinent in building rproVeert� eauiomehtr intent to dispose of it interest �irr,{he Expaa stun Property and t� authorize $ urban Re newel Tax rincremen Revenue Grant Oblige tions to be held on thi 4thday ofz,Novembe`r' o clod Council' e Hrs- Bwldmg, Dubuque Section notieer0f the pro action shalhbe m su stahtrally the ;fon tached hereto -Passed Oproved ands adopted this7th day of; October 2019__;. em Kevin S Firnstal City Clerk its1012 ;'- opmen neva Revenue Grant. ligations); described rem m order to cal' the purposes blectwes of 'the enewal Plan for uol e Industria_ Gomer Economic pE velopment Dstri consisting, of the" " ing of economic epinen Unison' under'' r conditions `Renewal Plan for,1 ,Dubugne In 'Ce ter, Eeti lwtgrng irnpr. equipment, t ands ttztgl;,gsrs HE EAS }� cream - full tithe ie expanded an IER erEQS, Development, AS,Development Jenson Solutions, avecau'sed'to be '_ �a �Revelop- eeri�ent, .""a• ustr omit velopmeht Dist>xict aggregate amounf therUYban Reiiewalr 14creiierrt+ Grant Obligations". ndt. be determine. the preait titne not=expected'to excel $235000 —" meetlnl .,0-1,1n...-. ceive oral an - objections fr resident or` owner- of owai gale Propert ppiy t men evelaent of roperty by Wafter merit „assuuance nomic£ development` rants:(Urban Renewal x i ancrement; evenue Oblrgationto; ss 'Utionsr lnct on cnection with the, arego g deue(op rits WHEREAS til til fie_ unnds thati}, `lest interestsof- o approveftl rel or'at any adJQur thereofor'1z duel land' disppsifro7ran the issuancEo the [] pan Renewal T dere mend` Revenuer Obligations or abat�dof `tne"`�rope he 9itj a��tlg ceordance w oveoediliYe osed act on OW i F1E1/k RR ESpLVED jBY tumty to DS edjd of or against said p o jos al ifloMduais with ,T its ed Enghsh'pfoficiencyz; visron hear-inge or speech impaifments: requuinng speciaJass, ii fiance so89-4rildcotacty thecifyAgt woffidd atm 5 100 TDbz (56 90 66� YFs 1t" 10/25,, 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. 359-19 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. Kev?n' S. Firnstahl, C C, 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. 390-19 APPROVING THE DISPOSAL OF AN INTRESET IN CITY OF DUBUQUE OWNED REAL ESTATE BY SALE TO BAS DEVELOPMENT, LLC, PURSUANT TO A DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, WALTER DEVELPOMENT, LLC, BAS DEVELOPMENT, LLC, AND UNISON INC. INCLUDING THE ISSUANCE OF URBAN TAX INCREMENT REVENUE OBLIGATIONS WHEREAS, the City Council, by Resolution No. 359-19, dated October 7, 2019, declared its intent to dispose of an interest in City of Dubuque real estate pursuant to a Development Agreement by and among the City of Dubuque, Walter Development, LLC, BAS Development, LLC, and Unison Inc., including the issuance of Urban Renewal Tax Increment Revenue Obligations; and WHEREAS, pursuant to published notice, a public hearing was held on the proposed disposition 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 disposal of an interest in city -owned real estate and approval of the Development Agreement for redevelopment of the Property by Unison Inc., 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, Walter Development, LLC, BAS Development, LLC, and Unison Inc., 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 Develop1ent 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 approve Passed, approved, and adopted this 4th day of November 2019. Attest: Kevir2S. Firnsta I City -Clerk 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. I do further state that the hereto attached Resolution No. 390-19 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, C City Clerk DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, IOWA, WALTER DEVELOPMENT, LLC, BAS DEVELOPMENT, LLC, AND UNISON SOLUTIONS, INC. THIS DEVELOPMENT AGREEMENT (the Agreement) dated for reference purposes the4 day of ,% r, /`, 2019 is made and entered into by and among the City of ubuque, Iowa (City), Walter Development, LLC (Developer), BAS Development, LLC (Expansion Property Purchaser), and Unison Solutions, Inc. (Employer). WHEREAS, Developer is the owner of the following described real estate (Developer's Property): LOT 2-1 WALTER ADD; locally known as 5301 CHAVENELLE RD; and WHEREAS, Expansion Property Purchaser is the owner of the following described real estate: LOT 1 WALTER SECOND ADD; locally known as 5451 CHAVENELLE RD; and WHEREAS, Developer's Property is located in the Dubuque Industrial Center Economic Development District (District) which has been so designated by City Council Resolution 130-88, as subsequently amended, as an economic development area (the Project Area) defined by Iowa Code Chapter 403 (Urban Renewal Law); and WHEREAS, Employer leases a part of Developer's Property for its operations; and WHEREAS, Employer has determined that it may require an expanded facility to maintain and expand its operations and employment in the Project Area (the Facility); and WHEREAS, the Facility will be part of the home office for a multistate business; and WHEREAS, Expansion Property Purchaser is the owner of LOT 1 WALTER SECOND ADD, locally known as 5451 Chavenelle Road (Expansion Property Purchaser's Property) adjacent to Developer's Property, and has requested that City sell to Expansion Property Purchaser 1.90 acres of land, adjacent to Expansion Property Purchaser's Property and Developer's Property, of which 0.67 acres are usable, legally described as LOT 2-2 OF MCFADDEN FARM PLACE in the City of Dubuque, Iowa, together with all easements, tenements, hereditaments, and appurtenances belonging thereto (the Expansion Property ); and WHEREAS, Developer, Expansion Property Purchaser, Employer and City agree 091719ba1 that upon approval of the Plat (as defined in Section 1.9 of this Agreement) this Agreement will be amended to include the legal description of the Expansion Property; and WHEREAS, Developer may undertake the expansion of a building located on Developer's Property for the Facility; and WHEREAS, Developer may make a capital investment in building improvements, equipment, furniture and fixtures in the Facility (the Project); and WHEREAS, Expansion Property Purchaser may construct a road over Expansion Property Purchaser's Property and the Expansion Property; and WHEREAS, Developer and Employer may enter into an agreement under which Developer will redevelop and sell or lease the Facility to the Expansion Property Purchaser; and WHEREAS, in furtherance of the objectives of Chapter 403 of the Code of Iowa, the City has undertaken a program for the development of an area in the City, and in this connection is engaged in carrying out urban renewal project activities in an area known as the Dubuque Industrial Center Economic Development District ("Urban Renewal Area"), which is described in the Dubuque Industrial Center Urban Renewal Plan approved for such area on May 2, 1988 and subsequently amended various times through the date hereof ("Urban Renewal Plan"), a copy of which is on file in the records of the Dubuque County Auditor and in the office of the City Clerk of the City; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer, Expansion Property Purchaser and Employer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. CONVEYANCE OF PROPERTY TO EXPANSION PROPERTY PURCHASER 1.1 Purchase Price. The purchase price for the Expansion Property (the Purchase Price) shall be the sum of Eighty Thousand Four Hundred Dollars ($80,400) [One Hundred Twenty Thousand Dollars ($120,000) per usable acre for 0.67 net usable acres] with a total acquisition of 1.90 acres, which shall be due and payable by Expansion Property Purchaser in 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 Expansion Property to Expansion Property Purchaser subject only to easements, 2 restrictions, conditions and covenants of record as of the Closing Date hereof to the extent not objected to by Expansion Property Purchaser as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3, below: (1) City, at its sole cost and expense, shall deliver to Expansion Property Purchaser an abstract of title to the Expansion 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 Expansion Property, and such abstract shall become the property of Expansion Property Purchaser when the Purchase Price is paid in full in the aforesaid manner. (2) Expansion Property Purchaser shall have until time of the Closing Date to render objections to title, including any easements or other encumbrances not satisfactory to Expansion Property Purchaser, in writing to City. Expansion Property Purchaser agrees, however, to review the Abstract promptly following Expansion Property Purchaser's receipt of Expansion Property Purchaser'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 Expansion Property Purchaser '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 Expansion Property Purchaser of intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing Date, or any extension thereof consented to by Expansion Property Purchaser, Expansion Property Purchaser may, at its sole discretion, either (a) terminate this Agreement without any liability on its part, and any sums previously paid to City by Expansion Property Purchaser (or paid into escrow for City's benefit) shall be returned to Expansion Property Purchaser 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 Rights of Inspection, Testing and Review. Expansion Property Purchaser, its counsel, accountants, agents and other representatives, shall have full and continuing access to the Expansion Property and all parts thereof, upon reasonable notice to City. Expansion Property Purchaser and its agents and representatives shall also have the right to enter upon Property at any time after the execution and delivery hereof for any purpose whatsoever, including, but not limited to, inspecting, surveying, engineering, test boring, and performing environmental tests, provided that Expansion Property Purchaser 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 Expansion Property Purchaser or its agents, or representatives upon the Property (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the Expansion 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. 3 1A Representations and Warranties of City. In order to induce Developer, Expansion Property Purchaser, and Employer to enter into this Agreement, City hereby represents and warrants to Developer, Expansion Property Purchaser, and Employer that to the best of City's knowledge: (1) As of the Closing, City will have obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it will have full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer, Expansion Property Purchaser, and Employer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit A. (2) City shall exercise its best efforts to cooperate with Developer, Expansion Property Purchaser, and Employer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement or which might result in any adverse change in the Expansion Property being conveyed or the possession, use or enjoyment thereof by Expansion Property Purchaser, including, but not limited to, any action in condemnation, eminent domain or public taking. (6) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Expansion Property have been provided to Expansion Property Purchaser and City has provided true and correct copies of all such documents to Expansion Property Purchaser. (7) City has good and marketable fee simple title interest in the Expansion Property. 4 (8) The Expansion Property has a permanent right of ingress or egress to a public roadway for the use and enjoyment of the Expansion Property. (9) 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 Expansion Property Purchaser 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 Expansion Property of which it has actual notice. The Expansion Property is in material compliance with all applicable zoning, fire, building, and health statutes, ordinances, and regulations. The Expansion Property is currently zoned PUD; the intended use of the Expansion Property as a corporate office and manufacturing facility is a permitted use in such zoning classification. (10) Payment has been made for all labor or materials that have been furnished to the Expansion 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 Expansion Property. (11) The Expansion Property will, as of the Closing Date, be free and clear of all liens, security interests, and encumbrances. (12) 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 Expansion 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 Expansion Property being conveyed may be subject. (13) 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, Expansion Property Purchaser, and Employer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit C. (14) The Expansion Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Expansion Property that shall in any way be binding upon the Expansion Property and Expansion Property Purchaser. 5 (15) 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 Expansion Property Purchaser and hold Expansion Property Purchaser 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. (16) With respect to the period during which City has owned or occupied the Expansion Property, and to City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Expansion Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Expansion Property, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws. (17) All city utilities necessary for the development and use of the Expansion Property as manufacturing space adjoin the Expansion Property and Developer, Expansion Property Purchaser and/or Employer shall have the right to connect to said utilities, subject to City's connection fees. (18) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Expansion 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 Expansion Property and there are no pending or intended public improvements or special assessments affecting the Expansion Property which will result in any charge or lien be levied or assessed against the Expansion Property. (19) 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. (20) 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, most recently approved by City Council of City on December 17, 2018, and as subsequently amended through and including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in the form attached hereto, and a copy of which is on file with the City of Dubuque City Clerk. 1.5 Representations and Warranties of Developer, Expansion Property Purchaser, and Employer. Developer, Expansion Property Purchaser, and Employer make the 6 following representations and warranties: (1) Developer, Expansion Property Purchaser, and Employer are duly organized and validly existing or authorized under the laws of the State of Iowa and have all requisite power and authority to own and operate their properties, to carry on their respective business as now conducted and as presently proposed to be conducted, and to enter into and perform their obligations under the Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer, Expansion Property Purchaser, and Employer, and assuming due authorization, execution and delivery by City, is in full force and effect and is a valid and legally binding instrument of Developer, Expansion Property Purchaser, and Employer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. Developer's counsel, Expansion Property Purchaser's counsel, and Employer's counsel shall issue legal opinions to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B and Exhibit G. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer, Expansion Property Purchaser, or Employer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer, Expansion Property Purchaser, or Employer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer, Expansion Property Purchaser, or Employer 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, financial position or result of operations of Developer, Expansion Property Purchaser, or Employer or which affects the validity of the Agreement or Developer's, Expansion Property Purchaser's, or Employer's ability to perform its obligations under this Agreement. (5) Developer, Expansion Property Purchaser, and Employer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations. (6) Developer, Expansion Property Purchaser, and Employer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer and Expansion Property Purchaser have firm commitments for permanent financing for the Project and all of their respective obligations under this Agreement in an amount sufficient, together with equity commitments, to successfully complete the requirements of this Agreement and shall provide evidence thereof to City prior to the Closing Date, and Expansion Property Purchaser shall provide a statement from an officer of the Company that the Company has sufficient assets to complete this transaction. 1.6 Closing. The Closing shall take place on the Closing Date which shall be the 31st day of October, 2019, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 31st day of December, 2019. Consummation of the Closing shall be deemed an agreement of the parties to this Agreement that the conditions of Closing shall have been satisfied or waived. 1.7 Conditions to Closing. The Closing of the transaction contemplated by this Agreement and all the obligations of Developer, Expansion Property Purchaser, and Employer under this Agreement are subject to the following conditions: (1) The representations and warranties made by City in Section 1.4 and by Developer, Expansion Property Purchaser and Employer in Section 1.5, shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer, Expansion Property Purchaser, and Employer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer, Expansion Property Purchaser, or Employer determine that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's, Expansion Property Purchaser's, or Employer's sole discretion. Upon the giving of notice of termination by Developer, Expansion Property Purchaser, or Employer to City, this Agreement shall be deemed null and void. (3) Developer, Expansion Property Purchaser, Employer, and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer's counsel, Expansion Property Purchaser's counsel, and Employer's counsel, shall issue a legal opinion to City confirming the representations contained herein in the form attached hereto as Exhibit B and Exhibit G. (5) Employer shall have received binding commitments for such State of Iowa incentives as Employer determines are necessary to make the Project feasible to 8 Employer in its sole and exclusive discretion. 1.8 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to Developer, Expansion Property Purchaser, and Employer such other documents as may be required by this Agreement, all in a form satisfactory to Developer, Expansion Property Purchaser, and Employer. 1.9 Consolidation of Property. Following the Closing, Expansion Property Purchase shall replat Expansion Purchaser's Property and the Expansion Property as one parcel. SECTION 2. DEVELOPMENT ACTIVITIES. 2.1 Roadway Over Expansion Property. Expansion Property Purchaser may, but is not required to, construct a roadway over the Expansion Property. If Expansion Property Purchaser elects to construct such a roadway, the plans and specifications with respect to the roadway shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including, but not limited to, any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded in the records of Dubuque County, Iowa. Expansion Property Purchaser shall submit to City, for approval by City, plans, drawings, specifications and related documents with respect to the roadway to be constructed. All work with respect to the construction of the roadway shall be in substantial conformity with the construction plans approved by the City. 2.2 Minimum Improvements. If elected by the Expansion Property Purchaser (the Expansion Election), Developer will make a capital investment of approximately One Million Four Hundred Thousand Dollars ($1,400,000.00) to improve the Facility for the creation of an additional 20,000 square feet of manufacturing space for Employer's increased operations (the Minimum Improvements). The Minimum Improvements shall consist of the expansion of the building at 5301 Chavenelle Road (the Building). Expansion Property Purchaser must exercise the Expansion Election by delivering written notice thereof to City within two (2) years of the Closing Date (the Expansion Election Date), or the Expansion Election lapses. 2.3 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the construction of the Minimum Improvements (the Construction Plans) shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded in the records of Dubuque County, Iowa. 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. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.4 Timing of Improvements. If the Expansion Property Purchaser exercises its Expansion Election, Developer hereby agrees that construction of the Minimum 9 Improvements shall be commenced within thirty (30) days after the Expansion Election Date and shall be substantially completed within nine (9) months of date of commencement of construction. 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. 2.5 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying in the form attached as Exhibit F. 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. SECTION 3. CITY PARTICIPATION. 3.1 Acquisition Grant to Expansion Property Purchaser. For and in consideration of Expansion Property Purchaser's obligations in this Agreement, City agrees to make an Acquisition Grant to Expansion Property Purchaser on the Closing Date in the amount of Forty Thousand Two Hundred Dollars ($40,200) [Sixty Thousand Dollars ($60,000) per acre x 0.67 usable acres). The parties agree that the Acquisition Grant shall be payable in the form of a credit favoring Expansion Property Purchaser at time of Closing with the effect of directly offsetting the full Purchase Price obligation of Expansion Property Purchaser. 3.2 Economic Development Grants. (1) If the Expansion Property Purchaser exercises its Expansion Election, for and in consideration of Developer's, Expansion Property Purchaser's, and Employer's obligations hereunder, and in furtherance of the goals and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer and Employer being and remaining in compliance with the terms of this Agreement, to make twenty (20) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to Employer, as follows: First semi-annual payment to be made on the first November 1 following the first certification to the County required by Sec. 3.2(2). For example, if the first certification is made prior to December 1, 2020, then the semi-annual payments shall be as follows: November 1, 2021 November 1, 2022 10 May 1, 2022 May 1, 2023 November 1, 2023 November 1, 2024 November 1, 2025 November 1, 2026 November 1, 2027 November 1, 2028 November 1, 2029 November 1, 2030 May 1, 2024 May 1, 2025 May 1, 2026 May 1, 2027 May 1, 2028 May 1, 2029 May 1, 2030 May 1,2031 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the actual amount of tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Employer) during the preceding six-month period in respect of the Property and Minimum Improvements constructed by Developer (the Developer Tax Increments). For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Developer Tax Increments shall be only those tax increment revenues collected by City in respect of the increase in the assessed value of the Developer's Property above the assessment of January 1, 2019 ($3,906,310.00). Employer 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 Developer's 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 Iowa 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 the first December 1 following the certificate of completion, and each December 1 thereafter, 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 Employer, on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December, 2020, the Economic Development Grants in respect thereof would be paid to the Employer 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 Unison TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the Unison TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.2 hereof. The Economic Development Grants shall 11 not be payable in any manner by other tax increments revenues, or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Employer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Employer so long as City timely applies the Developer Tax Increments actually collected and held in the Unison TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Employer as and to the extent described in this Section. (4) City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area and the remaining actual amount of the property taxes paid by Developer to City, or any available Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 3.2 hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. (5) All of City's obligations under this Agreement, including but not limited to City's obligation to pay the Economic Development Grants to Employer, 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. 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 Employer for the payment of any installments due in that future fiscal year which cannot be paid with the funds then appropriated for that purpose. 12 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 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 EMPLOYER. 5.1 Job Creation. During the term of this Agreement, Employer shall comply with the following employment-related covenants: (1) Employer shall retain Thirty -Five (35) fulltime equivalent (FTE) employees and create a minimum of Ten (10) additional fulltime equivalent (FTE) employees in Dubuque, Iowa prior to October 1, 2021, and shall maintain those jobs during the term of this Agreement. It is agreed by the parties that Employer has Thirty - Five (35) fulltime equivalent employees (FTE) in Dubuque County, Iowa, as of January 1, 2018. FTE employees shall be calculated by adding fulltime and part- time employees together using 2080 hours per year as a FTE employee. (a) In the event that the certificate provided to City under Section 5.2 hereof on October 1, 2030 discloses that Employer does not as of that date have at least Forty -Five (45) FTE employees (2080 hours per year) as provided hereinabove, Expansion Property Purchaser shall pay to City, promptly upon written demand therefor, an amount equal to $893.33 per job not created ($40,200.00 divided by 45 FTE employees = $893.33). However, if Expansion Property Purchaser does not exercise the Expansion Election set out in Sec. 2.2, the Expansion Property Purchaser shall only be required to repay to City promptly upon written demand therefor the entire acquisition grant in the sum of $40,200.00. (2) For the FTE positions that Employer fails to create and maintain for any year during the term of this Agreement, the semi-annual Economic Development Grants for such 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 created and maintained (45 FTE's) by this Section 5.1. (For example, if Employer has 42 FTE employees, the semi-annual Economic Development Grants to be paid for that year would be reduced to 93% (42/45 employees) of the Tax Increment 13 Revenues received by City). The reduction of the semi-annual Economic Development Grants shall be the City's sole remedy for the failure of Employer to meet the job creation requirements of this subsection 5.1(2). (3) Section 5.1(1) and (2) shall survive the termination of this Agreement. 5.2 Certification. To assist City in monitoring the performance of Employer 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 Employer shall certify to City in a form acceptable to City (a) the number of FTE positions employed by Employer in Dubuque, Iowa, 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, Employer 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, Expansion Property Purchaser and Employer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Expansion Property Purchaser and Employer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Expansion Property Purchaser and Employer shall provide reasonable protection against Toss or damage to such books of record and account. 5.4 Real Property Taxes. From and after the Closing Date, Developer and Expansion Property Purchaser shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's or Expansion Property Purchaser'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 and Expansion Property Purchaser agree 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 Iowa Code Chapters 404 and 427, as amended. 5.6 Insurance Requirements. 14 (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the building (including Minimum Improvements) replacement value when construction is completed, naming City as an additional insured and loss payee. Coverage shall include the "special perils" form and developer shall furnish City with proof of insurance in the form of a certificate of insurance. (2) If Expansion Property Purchaser exercises its Expansion Election, 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 all risk property insurance against loss and/or damage to the building (including the Minimum Improvements) under an insurance policy written with the "special perils" form and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements), naming City as loss payee. Developer shall furnish to City proof of insurance in the form of a certificate of insurance. (3) The term "replacement value" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (4) Developer shall notify City immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (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 Property. During the term of this Agreement, Developer and Employer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear excepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 15 5.8 Non -Discrimination. In carrying out the project, Employer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability. 5.9 Conflict of Interest. Developer, Expansion Property Purchaser, and Employer agree that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer, Expansion Property Purchaser, and Employer 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 -Transferability. If Expansion Property Purchaser exercises its Expansion Election, until such time as the Minimum Improvements are complete (as certified by City under Section 2.4), this Agreement may not be assigned by Developer nor may the Developer's Property be transferred by Developer to another party without the prior written consent of City, which shall not be unreasonably withheld. Thereafter, Developer, Expansion Property Purchaser, or Employer shall have the right to assign this Agreement and upon assumption of the Agreement by the assignee, Developer, Expansion Property Purchaser, shall no longer be responsible for its obligations under this Agreement. Notwithstanding the foregoing, City acknowledges that Developer may transfer Developer's Property to Expansion Property Purchaser or Employer, and City hereby consents to such transfer to the Expansion Property Purchaser or Employer. As it relates to City only, effective upon such transfer of the Developer's Property from Developer to Expansion Property Purchaser or Employer, Developer shall be released from its obligations to City hereunder and Expansion Property Purchaser or Employer hereby agrees that it shall thereafter be deemed to be Developer for all purposes of this Agreement and Expansion Property Purchaser or Employer hereby agrees to assume all obligations of Developer under this Agreement unless otherwise stated herein, and the assignment agreement shall so provide. 5.11 No change in Tax Classification. Developer and Expansion Property Purchaser agree that they will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than commercial property and to be taxed as such under Iowa law. 5.12 Restrictions on Use. Developer and Expansion Property Purchaser agree for themselves, and their successors and assigns, and every successor in interest to the Expansion Property and Facility or any part thereof that they, and their respective successors and assigns, shall: 16 (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as a manufacturing facility is in full compliance with the Urban Renewal Plan) (however, Developer and Expansion Property Purchaser 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, neither Developer nor Expansion Property Purchaser 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). 5.13 Release and Indemnification Covenants. (1) Developer, Expansion Property Purchaser, and Employer release 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, Expansion Property Purchaser, and Employer agree 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, Expansion Property Purchaser, and Employer 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 of the Property and any hazardous substance or environmental contamination located in or on the Property, caused and occurring after Developer or Expansion Property Purchaser take possession of the Property. (3) The Indemnified Parties shall not be liable to Developer, Expansion Property Purchaser, or Employer for any damage or injury to the persons or property of Developer or Expansion Property Purchaser or their officers, agents, 17 servants 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 5.14 Compliance with Laws. Developer, Expansion Property Purchaser, and Employer shall comply with all laws, rules and regulations relating to their businesses, other than laws, rules and regulations the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer, Expansion Property Purchaser, or Employer. SECTION 6. EVENTS OF DEFAULT AND REMEDIES. 6.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: (1) Failure by Developer, Expansion Property Purchaser or Employer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Expansion Property. (2) If Expansion Property Purchaser exercises the Expansion Election, failure by Expansion Property Purchaser to cause the construction of the Minimum Improvements or other requirements of this Agreement to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (2) Transfer of any interest by Developer of the Minimum Improvements, except to Expansion Property Purchaser or Employer, in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (3) Failure by Developer, Expansion Property Purchaser, or Employer, or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 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 18 any one or more of the following actions after the giving of written notice by City to Developer and Expansion Property Purchaser (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer or Expansion Property Purchaser does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the defaulting party, deemed adequate by City, that the defaulting party will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) City may withhold the Certificate of Completion; or (4) 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 No Remedy 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. 6.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 6.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief that may be awarded. 6.6 Remedies on Default by City. If City defaults in the performance of this Agreement, Developer, Expansion Property Purchaser, or Employer 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, Expansion 19 Property Purchaser, or Employer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer, Expansion Property Purchaser, or Employer may suspend its performance under this Agreement until it receives assurances from City, deemed adequate by Developer, Expansion Property Purchaser, and Employer, that City will cure its default and continue its performance 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: If to Employer: UNISON SOLUTIONS, INC. Jan M Scott, President 5451 Chavenelle Rd Dubuque, IA 52002 Phone: 563-585-0967 With copy to: Bill Maiers Reynolds and Kenline, LLP 110 E 9th St Dubuque, IA 52001 Phone: 563-556-8000 If to Developer: WALTER DEVELOPMENT, LLC Tim Hodge, Managing Member 7465 Chavenelle Rd Dubuque, IA 52002 Phone: (563) 583-9781 With copy to: BHI Maiers Reynolds and Kenline, LLP 110 E 9th St Dubuque, IA 52001 Phone: 563-556-8000 If to Expansion Property Purchaser: BAS DEVELOPMENT, LLC Dave Broihahn, President 5451 Chavenelle Rd Dubuque, IA 52002 20 With copy to: Phone: 563-585-0967 Bill Maiers Reynolds and Kenline, LLP 110 E 9th St Dubuque, IA 52001 Phone: 563-556-8000 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: City Attorney City Hall 50 W. 13th Street Dubuque IA 52001 Or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 7.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City, Developer, Expansion Property Purchaser, and Employer and their respective successors and assigns. 7.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate (a) two (2) years after the Closing Date, if the Expansion Property Purchaser does not exercise the Expansion Election; or (b) June 1st after the last required TIF payment, if the Expansion Property Purchaser exercises the Expansion Election. 7.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine or electronic transmission. The parties intend that the faxed or electronic transmission signatures constitute original signatures and that a faxed or electronically transmitted Agreement containing the signatures (original, faxed or electronically transmitted) 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 D 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, 21 Expansion Property Purchaser, and Employer have caused this Agreement to be duly executed on or as of the first above written. 22 CITY OF DUBUQUE, IOWA By Roy D. uol, Mayor Attest: Kevi S. irnstahl CitytClerk 23 UNISON SOLUTIONS, INC. EMPLOYER By Jan M Scott, President WALTER DEVELOPMENT, LLC DEVELOPER By J/ Tii Hqd`ge Maging Member BAS DEVELOPMENT, LLC EXPANSION PROPERTY PURCHASER By ave roiha ", President STATE. QF"I'OVII ) ,.1,��, ) SS COUNTY OF' "DUBUQUE ) On this 174 day of ovemie& 20 /1-1, before me the undersigned, a Notary Public in and for the said County and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed o :id City, by it and by them voluntarily executed. Notary Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS PAMELA J. McCARRON Commission Nu,mffLer 772419 `C My Comm. Exp. "6--2e2-1 On this a 1 day of e_v}-eMi)Q_ ` 20 1°, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Jan M Scott, to me personally known, who, being by me duly sworn, did say that he is the President of Unison Solutions, Inc., the Iowa corporation executing the instrument to which this is attached and that as said President of Unison Solutions, Inc. acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS '- BRENDA L RIES L COMMISSION NUMBER 813563 k' 6 MY COMMISSION EXPIRES SON November 2, 2021 a�. On this day of 20 , before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Tim Hodge, to me personally known, who, being by me duly sworn, did say that he is the Managing Member of Walter 24 Development, LLC, the Iowa organization executing the instrument to which this is attached and that as said Managing Member of Walter Development, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public STATE OF IOWA SS COUNTY OF DUBUQUE On this Qr1 day of S 11,,21-trobe 20 101, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Dave Broihahn, to me personally known, who, being by me duly sworn, did say that he is the President of BAS Development, LLC, the Iowa corporation executing the instrument to which this is attached and that as said President of BAS Development, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. LCZ;A) Notary Public '''81---------- RtE 631 b COMMISSION NUMB �` b MY COMMISSION EXPIRES ''ON _ November 2, 1- 25 LIST OF EXHIBITS EXHIBIT A — City Attorney Certificate EXHIBIT B — Opinion of Developer Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement EXHIBIT E — Urban Renewal Plan EXHIBIT F — Certificate of Completion EXHIBIT G — Opinion of Employer Counsel EXHIBIT H — Site Plan EXHIBIT I — Plat EXHIBIT J — Deed EXHIBIT K — Opinion of Expansion Property Purchaser Counsel EXHIBIT A CITY ATTORNEY'S CERTIFICATE 27 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 b alesq(c icityofdubuque. org Office Hours: 8:00 AM — 5:00 PM, T -W -Th 8:00 AM— 12:00 PM, F RE: Dear THE CITY OF Dubuque DUB Masterpiece on the (DATE) 2007.2012 S2SS1ppi 2013.2017 I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement among Walter Development, LLC (Developer), BAS Development, LLC (Expansion Property Purchaser), Unison Solutions, Inc. (Employer), and the City of Dubuque, Iowa (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. BAL:tls 28 Very sincerely, Barry A. Lindahl, Esq. Senior Counsel EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 29 Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We 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 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 corporation 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. 30 Very truly yours, 31 EXHIBIT C CITY CERTIFICATE 32 City Manager's Office 50 West 1.3th Street Dubuque, Iowa 52001-4864 (563) 589-4110 phone (563) 589-4149 fax ctymgrr)ci tyofcl ubuque.org Dear (DATE) 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), BAS Development, LLC (Expansion Property Purchaser), Unison Solutions, Inc. (Employer), and the City of Dubuque, Iowa (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) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein. (2) City shall exercise its best efforts to cooperate with Developer and Expansion Property Purchaser in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could 33 materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now 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 Expansion 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 Expansion Property which will result in any charge or lien be levied or assessed against the Expansion Property, except as follows: (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. MCVM:jh 34 Sincerely, Michael C. Van Milligen City Manager EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 35 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 and Walter Development, LLC (Developer), BAS Development, LLC (Expansion Property Purchaser), and Unison Solutions, Inc. (Employer), was made regarding the following described premises: LOT 2-1 WALTER ADD; locally known as 5301 CHAVENELLE RD; and LOT 1 WALTER SECOND ADD; locally known as 5451 CHAVENELLE RD; and LOT 2-2 OF MCFADDEN FARM PLACE All in the City of Dubuque The Development Agreement is dated for reference purposes the day of , 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 day of , 2019. 36 CITY OF DUBUQUE, IOWA By Roy D. Buol, Mayor Attest: Kevin S. Firnstahl, City Clerk STATE OF IOWA SS COUNTY OF DUBUQUE On this day of , 20_, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and 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, State of Iowa 37 UNISON SOLUTIONS, INC. By Jan M Scott, President 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 Iowa, personally appeared Jan M. Scott, to me personally known, who, being by me duly sworn, did say that he is the President of Unison Solutions, Inc., the Iowa organization executing the instrument to which this is attached and that as said President of Unison Solutions, Inc. acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public, State of Iowa 38 BAS DEVELOPMENT, LLC EXPANSION PROPERTY PURCHASER By Dave Broihan, President 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 Iowa, personally appeared Dave Broihan, to me personally known, who, being by me duly sworn, did say that he is the President of BAS Development, LLC, the Iowa corporation executing the instrument to which this is attached and that as said President of BAS Development, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public 39 WALTER DEVELOPMENT, LLC By Tim Hodge, President 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 Iowa, personally appeared Tim Hodge, to me personally known, who, being by me duly sworn, did say that he is the President of Walter Development, LLC, the Iowa organization executing the instrument to which this is attached and that as said President of Walter Development, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public, State of Iowa 40 EXHIBIT E URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13th Street, Dubuque, IA 52001) 41 EXHIBIT F CERTIFICATE OF COMPLETION 42 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (City)), has granted incentives to Walter Development, LLC (Developer), BAS Development, LLC (Expansion Property Purchaser), and Unison Solutions, Inc. (Employer), in accordance with a Development Agreement dated as of [Date] (Agreement), certain real property located within the Greater Downtown Urban Renewal District of the Grantor and as more particularly described as follows: LOT 2-1 WALTER ADD; locally known as 5301 CHAVENELLE RD; and LOT 1 WALTER SECOND ADD; locally known as 5451 CHAVENELLE RD; and LOT 2-2 OF MCFADDEN FARM PLACE All in the City of Dubuque (Development Property); and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the rehabilitation of the Development Property, and obligated Developer to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the purchase of 1.90 acres of land, of which 0.67 acres are usable, by Expansion Property Purchaser; and WHEREAS, said Agreement incorporated and contained certain covenants and conditions obligating Employer to create and maintain fulltime equivalent employee positions; and WHEREAS, Expansion Property Purchaser and Developer have to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements in a manner deemed sufficient by City to permit the execution and recording of this certification; and NOW, THEREFORE, pursuant to Section 2.5 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of Developer, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by Developer to the satisfaction of City and such covenants and conditions are hereby satisfied. 43 The County Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfaction of the covenants and conditions as set forth in said Agreement, and that the Agreement shall otherwise remain in full force and effect. (SEAL) CITY OF DUBUQUE, IOWA By: Mike 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 Iowa, personally appeared and acknowledged said execution of the instrument to be his/her voluntary act and deed. Notary Public in and for Dubuque County, Iowa 44 EXHIBIT G OPINION OF EMPLOYER'S COUNSEL 45 Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for Unison Solutions, Inc. (Employer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) by and among Walter Development, LLC (Developer), BAS Development, LLC (Expansion Property Purchaser), Unison Solutions, Inc. (Employer)and the City of Dubuque, Iowa ("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. Employer is a corporation 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 Employer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Employer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. To our actual knowledge with no duty to inquire, the execution, delivery and performance by Employer 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 Employer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Employer is a party or by which Employer's property is bound or subject. 3. To our actual knowledge with no duty to inquire, there are no actions, suits or proceedings pending or threatened against or affecting Employer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable 46 possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Employer or which in any manner raises any questions affecting the validity of the Agreement or the Employer's ability to perform Employer's obligations thereunder. This opinion is rendered for the sole benefit of the City of Dubuque and no other party may rely on this opinion. This opinion is rendered and valid as of the date of this letter and we have no duty to update this opinion for any matters which come to our knowledge after the date of this letter. Very truly yours, 47 EXHIBIT H SITE PLAN 48 Omni%1K I.M_,,NOS . I..Ir._I_. Tv 14 41 ATA PROPOSED SITE UNISON WU/WM -WILIER GIEMELOPFBIY BU I41 IMM DHAVSELLE ROAD, dRiWUE, IA PNIhL'f IMMI IIE BSIMIE 91-13.4 WIS tt41111NIRN i120 49 EXHIBIT I PROPOSED PLAT 50 PLAT OF SURVEY LOT 1-2 AND LOT 2-2 OF hicFADDE i FARM PLACE N THE CITY OF DUBUQUE, IOWA MC; WOO( Yh'1j-,'K i At Li 4 LOT 1-2 34.6y 1,11AL 21) 13 1.21 1u 3 FERN, L3MT. 3331 ACYCS N_- 1? -1054:4' 6-1.5'25151"—‘,. . 283.14' 351'4V47412141M t34e: 3. 1. 151MAIN a+' NUT TO SCALE (1:15) 1 ■ ' 1 l 3i i al1I 1P1evt H3TEI7 C. 311Tti 41111 e:t°r stmilt Na, 18631 s11 '3Th:ceit31' air 1" DRA 3.111E 0? SURVEY!. 420 F11I11-114Nl 111. 33141 TET,AL AREA `J.Jir,,='rtDe 3L42A.C3113 AY HR41 1iJ=t1 R=1'4'x0 VEY IS 3U6.1=v'T TO RICTI1..4 AN1) >-11•-= 117 Gi' I50.1.113 i]G RCC.`1Rl 51 EXHIBIT J DEED 52 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, Iowa, a municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee named below undertaking the obligations of the Expansion Property Purchaser under the Development Agreement described below and the sum of Eighty Thousand Four Hundred and no/100 Dollars ($80,400) 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 BAS 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 2-2 OF MCFADDEN FARM PLACE in the City of Dubuque, Iowa This Deed is exempt from transfer tax pursuant to Iowa Code section 428A2(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 of the Recorder of Dubuque County, Iowa, Instrument Number 53 Promptly after completion of the improvements in accordance with the provisions of the Agreement, Grantor will furnish Grantee with a Certificate of Completion in the form set forth in the Agreement. Such 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, 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 or 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, Iowa. Attest: By: Kevin S. Firnstahl, City Clerk CITY OF DUBUQUE IOWA By: Roy D. Buol, Mayor 54 EXHIBIT K OPINION OF EXPANSION PROPERTY PURCHASER COUNSEL 55 Mayor and City Councilmembers City Hail 13th and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for BAS Development, LLC, (Expansion Property Purchaser) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) by and among Walter Development, LLC (Developer), BAS Development, LLC (Expansion Property Purchaser), Unison Solutions, Inc. (Employer)and the City of Dubuque, Iowa ("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. Expansion Property Purchaser is a corporation 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 Expansion Property Purchaser 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 Expansion Property Purchaser 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 Expansion Property Purchaser, 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 Expansion Property Purchaser 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 Expansion Property Purchaser or which in any manner raises any questions affecting the validity of the Agreement or the Expansion 56 Property Purchaser's ability to perform Expansion Property Purchaser's obligations thereunder. Very truly yours, 57 STATE OF IOWA {SS: �� of�'tiie ��ty.�of � � Du�uque<lowa,as pro,; DUBUQUE C OUNTY v�detl'bytChapter 403 of I the 6ode of lowa. '' E �>batedtthis;2blh tlay.of OcYober 2019: � ,a r+Kevui:S Fitnstahl 'City Cl�rk of DubuqU'e; , CERTIFICATION OF PUBLICATION �'.-`:t aEs6iurioN�O`'"a. i N0,359-19 - ' ' �;��'II�T�N7=TO�bISPOSE ' �i,4 faAry INT€REST' 11� �� OF '�iUBUQuE l�O,WN�D,REAL:E§TATE. I, Suzanne Pike, a Billing Clerk for Woodward b��vE�o�ME�iT;B�s ic ; Communications, Inc., an Iowa corporation,publisher bi`p,�1RSUANT TO A.I PROPQSED DEVELOP' of the Telegraph Herald, a newspaper of general ��M�r,r��A�REEMENT; ; ,�FIXIIV„C�k,;,TF1E DAT� circulation published in the City of Dubuque, County F0�p+PUBLIC H�R= ', of Dubuque and State of Iowa; hereby certify that the "`�w� `oF'°:THE -c�ry : COUNCIL ,OF THE ! attached notice was published in said newspaper on the ��i��ON TH��PRO� following dates: �pbSEp SAL��OF'7HE ' R�1�r° �STATE AND', ON,THE ISSUANCE O� October 25, 2019� ��BB�N�R�NEWAL?TA� . INCREMENi R�VEf�UE � GRI\NT,�OBLIGATIONS and for which the charge is $111.60 F T ok �UNI50N so�u� �,��IS��C �NC, t AND- PROYIb�NG�pOR THE� PUB��ttl��fl��!'bF No;, /'� TIQE YF�EREOF� C_ ,V�/�1��2�A5_Wafter De=! Ve�o��nent,��LLC, i`s tHe' � ot��r oA.t�l�e�following` Subscribed to before me, a Notary Public in and for ��des�'�ed3r�eai' estate �(the Walter Develop'-`i DUbuCjUO CoUrity IOwa ment Property) j ' ° 1 '' ` LOJ 2=1 1Ni�LTER ADD`", ' CITY OF DUBUQUE, ;IocaJ�y,Known,as,5301� ` ��A GWP,VEN�LLE RD �ntl = `f OFFIGIAL NOTICE � �� EREAS BAS Devef`- this day of � ZO ,! NO'TICE;OPAQUBLIC � f�' � • F�EARING i OF TFiE `6Pment f LLC i� tFls aIT1f GOUNCIL dF THE o�3n2r of the#dlloWln� � tlescribedt �`eal estate � CITY�, Q�3 DUBUQUE, t, t.,� IOW� ON TF�,E;,dP �tfie BAS Property) ' :- i:;�ROVAL;�OFADEVEL ��TF1'�WA4TER SEC�ta � � ,;QPMENT;�� pGREE� ��ND t�ADD; Ibcally;. . MENT BY pND AMONG kriown ds 5451 a Public in and f Dubuque County, Iowa, E;:r -��,;cerY�� o��=Q�+avE��,.4 ao and r: 4+DUBUQUE,r�'�WALTF�R� �3��E�S;�U�f�iSorj�So' �':UE1/E,�LO�MENT;�4LC,�;��tio�js�;��e�se��,� B A S D E V�L`OPIuIE NT,'��d f f he=VVa lter De; i LLC,qMD�UNIS�ON>SO}� velop�ent Proper�y fors '�UTIOfi1�;�IFIC»RRO u ft�'operat ons (the Pa; _ �ytVIDIIdCt+FOR TH�SALB ��ail�ty),,��i� - s ' ��e DANA M. �I��MA� 4`ESTAY�°TO�easRDE� iutio sR Inc nas aet�' i �q^� `"�, VELOPAA�NT, LLC miiied that it requires ! CommiSsion ldu�or � �9- aND F,QR YHE S � ,.- � I ,a,an�eXpantled Facility to 1 a MyCommissionEx �U�iNCE�,oF,3uRsdt�=� `aint�in and ex anc�. ', P ('''RENEW� T/1X .��.�.1� P � its'operations and em-, CREMENT REVENUE � ' GRANT OBLIGATIONS p�oyment,and I �HEREAS,the pacilitya , ,,PU►{SUAPIT �'0,�,�7'ME Wi I'b�the hbme''offlce DEVELOPIIAENT AGREE E ;,�� r a� , ��_ ,� s for:�� mult�is'tate��busi� n"e`ss,an� `� t � intent to dispose ot iks:_� �,:�5 7PUBLIC�NOTI,C�,�is WHEREAS;the City o� intetest in�,the Expan- heteby given �haf'the ! sio� Pro e z�Ci�y CoUli'Cil of the'Gity j �u�uq�Q.(Cify) is the� � authorfze �b n��Re�` ,;of Dubuque lowa�,will} tl se lbed ealp olperty:9 newal�,Tax#�I�icfement,� ,•ho(d a public t�earing ��,LOTj��2,2 OF MCFAD; Reyen�e Grant OpJ�ga "on th� �tli day" 04 DE�V FA,RM PLACE in" tions�to be hel�or�ti�e�;: November, �2019,•�{atf the�Cif� of Dubuque,f � 4tli tlayt of,,;Novembet, 6 00 p:mr m the ic�tyi ��oWa (the�City Proper° z019, at 6•00 o'cloek�'. Council Chambers �t ty);;an � � � p•m Nrt the Olfy Council'� • :the Histonc F2deral yyHE EQ,S,BqS Devel', Chambers at the Nis- ! Bwldmg 350 W 6th St�,+. � �� } toric�Fede al phie� LLC has re- i' Buifdmg, ..D£ubuque�.< lowa,��,:�tj, � , , 350 , W ,;,6th St„{ which{neeting the Gi}y ° quested,tha� Cit sel� , + DubUql�e loWa �� to:ik the City:Property; Co�ncil ...proposes.` to I Section 3 '�That the' take action to a rove so that Walte[Deve�op, , pp ment,LLC may develop notice of the_proposedf ta Developrherit Agree- the Walter ;Develop; action shaU be Ih Sub=� me�pt by and among ment Property.and the; stantially,fii'e form at-� �_ Walter Development �iiy property for the; tached hereto f `LLC BAS De��velopment expansion of fhe Facili Passed,app'ro�ed and? �LLC an�I,,U ison Solu E, 4 t - ,f ado te + �t�ons II1e;�a co ty and t � F P d thiS 7th day of �, � p�;_�oi y� �yHE E,4S; aft�r De: October 2019 � r.w�ich is now on file�a4 � � � - �.Jake A Rios;�i the Office of the City velopmeht LLL�ii11 Un- � , de�take the expansion, � Mayor Pro Tem� elerk CRy�Hail 50;W �,rof a-b�iidir�g fior the Ea�_ Attest. 13thw Str�et Dubuc�ue Kevin S..Firnstahl ' � cility apd willTmaKe �'. , E lo�a� p��ld�ng for fhe ca ikal invest)ne�tt In; aity Clerk '� �,�sal ,o�Ci�y oWned reai upding i roZ ts`. lt•10/25 ��est�at��s�and;lrthe�Xc�st�n e ui meht�`� �� re- ' i 5u�t5de,g Q��i�oo7[�iTnfC��t�� q p (�t4�4�� ,_ -I �;cje�`eloplfieithsn .qd�htsziF and,{Y�ttu��a � ._c'��''' i � } u, � , ,*Uf��(�i�a�l�da aapao s��alb�u�t�1°fiGiaeau�a�k� c(q U�ni�s�aai�oG s�14 , �q od E�6 f�ku�oqoas, � ��,Z�6Z 5E4�90$) : �ia7 � �I3/�_ 6 I.I�s�•z r ,�ad.7., se r�E�� s'�( nd: A0 �i�3;�u�e�p �(q`ennol,; sa P;�� 1;oia�;��a�`��o�, IP��a a6u�a�at'�j�o�pae�y* � �!p`��"� azl'� ' w r �"��l��r�q0�a f��ai�#` ��aap�}��`�s�eqA�,nf� ' } tr 19, ?d s l�oo se�; �'t`�- a�ul��}�la b�aad 6�i;;��a0��n9Rp}P��B�(�al�. : �1�,�,U�d��/�0'��so�b.�d�s��1��3��g/�99�0§9��s��99)`� p} r 7�}� r� dQl OOI�68$ (�9� }2.' 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'}U�u1c� �anap� }o ��hoiu�-��a�B'�.��6� ?�� iDrl� }t�a��i ��a�aQ��a.�l }��,�siar� aw o�anc • Sb8 0� �!}�ad�d��}`',,Yr�,?O��iwoUo�3#TSe��ta�.; a[�}�o�a�es ay}+o��`,+�eia�snpoi,�;, �nbnqna,; ti��Ao.�d'?eMoi��bnqna ��qanfi��sUoi}iRuqa.; ;aa�}S�I}£T Afl 05 IIpH �la� pue�,sua.�a}'a� �a un._ �i`�e'��'�'�}�j a4; '�U� �suo`�1�11oS uosiu� : �� 7�G��i;�,�o��ao��Ue�6'�,}uatudo; �� MoG S:�1�`�I��O�/(d0� � � � e �uatuaa��'y�}�a ��I?�+?pM��wbuooa�o su( q�o}Pasn��ahtijjtlau��!�s a�3;°3Uew�O�an suoi��i�og; uos�u�,pue "aa ��ouo�3 ,aa;ua� '�-I� �uawdo)anaa Syg Ipia;snpu�anbn�na ay}' ` tI�M '�� S��3ail�N$Ma} ?4�u�dsan;�aaf4o��itez,;' ��" pue'!��!(13ej s5sodand ay��3n,o5��lat,� �apuetlxa�ai�� }e��sqof 'a��o}.aapao u��ilia��y�." awi}��n�;Mau (0��ual' �a�Y��anUanaaa}a�la o.;; ��ea�a=f�i.M ou� suoi�n� � ii, �S' � M ,;,ui��I�Ma�a�a�4�n�� ,::��7 � §�`�n�?��ue�ias7G�96 �7sq a[��9�anap� �a�� r�a�'�uau�ajnba ��uauoo��o�ap��nsr 5Z/OT �I i `$} s Aoa'��t 6,ulf�llnq hu�iS�nAta4��PU��a}Easa� �. h 'lUp�suala�suina�v � '��??leiu Ilnn p�upp�ide� .ay;Ao�6�Pjp��d�eMo�� 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