Walter Development, LLC / Duluth Holdings, Inc. Amended and Restated DA_HearingCopyrighted
April 6, 2020
City of Dubuque Public Hearings # 1.
ITEM TITLE: Walter Development, LLC / Duluth Holdings, Inc. -
Amended and Restated Development Agreement
SUMMARY: Proof of publication on notice of public hearing to consider
approval of an Amended and Restated Development
Agreement by and among Walter Development, LLC and
Duluth Holdings, Inc. providing for the sale of City -owned
real estate to Walter Development, LLC and authorizing the
issuance of Urban Renewal Tax Increment Revenue Grant
Obligations pursuant to the Development Agreement, and
the City Manager recommending approval.
SUGGESTED DISPOSITION:
RESOLUTION Approving an Amended and Restated
Development Agreement by and among the City of
Dubuque, Walter Development, LLC, and Duluth Holdings,
Inc. for the sale of City -owned property including the
issuance of Urban Renewal Tax Increment Revenue
Obligations
Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description
Hodge -Duluth Amended and Restated Development
Agreement-MVM Memo
Staff Memo
Development Agreement
Resolution of Approval
Type
City Manager Memo
Staff Memo
Supporting Documentation
Resolutions
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
kritil
All-A.aia City
111111
2007.2012.2013
2017*2019
SUBJECT: Resolution Approving an Amended and Restated Development
Agreement by and among the City of Dubuque, Walter Development, LLC,
and Duluth Holdings, Inc.
DATE: March 31, 2020
Economic Development Director Jill Connors recommends City Council approval of an
Amended and Restated Development Agreement by and among the City of Dubuque,
Walter Development, LLC, and Duluth Holdings, Inc.
Duluth Holdings, Inc. had tremendous success in its initial year in Dubuque, hiring a
core team of fulltime staff as well as several hundred seasonal employees. Duluth
Holdings, Inc. now wishes to grow its distribution operations as well as automate its
facility. Doing so at the 7500 Chavenelle location would create logistical difficulties. In
order to facilitate the company's growth, Walter Development, LLC began discussions
with the company about the possibility of having Duluth Holdings, Inc. install its
automated equipment at 5955 Chavenelle, and to move its distribution operations to
that location after the installation is complete.
Walter Development, LLC and Duluth Holdings, Inc. have tentatively agreed to a lease
for the 7500 Chavenelle location in order to accommodate Duluth Holdings, Inc.'s
planned growth. To facilitate Duluth Holdings, Inc.'s needs at that location, Walter
Development, LLC has requested to purchase additional property from the City, Parcel
C, as well as to assign its rights and obligations as an employer in the original
Development Agreement to Duluth Holdings, Inc.
The attached Amended and Restated Development Agreement provides for the sale of
0.77 acres of City -owned property to Walter Development, LLC, increases the Minimum
Improvements required to be constructed from $9 million to $15 million, and transfers
the first 10 years of TIF rebates, which had been committed to Walter Development,
LLC, to Duluth Holdings, Inc. Walter Development, LLC will continue to receive the
additional four years of TIF provided in the original Development Agreement. Duluth
Holdings, Inc. is required to retain its current 12 fulltime employees.
The other terms and conditions remain as they were in the original Development
Agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
7.'
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
Masterpiece on the Mississippi
Dubuque
battEl
AII•America City
rnz: rJ Tjr
111111
2007*2012*2013
2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
Economic Development
Department
50 West 13th Street
Dubuque, Iowa 52001-4864
Office (563) 589-4393
TTY (563) 690-6678
http://www.cityofdubuque.org
SUBJECT: Resolution Approving an Amended and Restated Development
Agreement by and among the City of Dubuque, Walter Development,
LLC, and Duluth Holdings, Inc.
DATE: March 26, 2020
INTRODUCTION
This memorandum presents for City Council consideration and action the attached
resolution approving an Amended and Restated Development Agreement by and among
the City of Dubuque, Walter Development, LLC, and Duluth Holdings, Inc.
BACKGROUND
Walter Development, LLC is a local company that has successfully built and occupied
several properties in Dubuque's Industrial Center West, providing services for other
local companies such as John Deere.
In 2019 Walter Development, LLC negotiated leases with two companies, Duluth
Holdings, Inc. and Crown Holdings, looking to relocate operations to the City of
Dubuque. Those two companies collectively agreed to add at least 116 new jobs to the
community. The companies agreed to lease space at Walter Development's property at
7500 Chavenelle Road. In order to accommodate these two new lessees, Walter
Development, LLC entered into a Development Agreement with the City of Dubuque in
November 2019 for the purchase of land and to construct an industrial building farther
east of the 7500 Chavenelle Road property and to relocate its staff in the new building
at 5955 Chavenelle Road.
Walter Development, LLC has begun to construct the facility of approximately 216,000
square feet at an estimated cost of $9,000,000, as well as constructing a stormwater
detention facility which will also serve adjacent properties.
Because a portion of the land Walter Development, LLC acquired had already been
graded by the City for a different anticipated project, and other portions had not been
graded, the Development Agreement provided for different pricing for graded versus
ungraded land, described as Parcel A and Parcel B in the Development Agreement.
The Development Agreement provided 10 years of Tax Increment Financing (TIF)
rebates to Walter Development, LLC as an employer, plus an additional 4 years, for a
total of 14 years of TIF rebates, which includes costs incurred by the City to finance this
urban renewal project. The Development Agreement also provided a land acquisition
grant for the land purchase in order to incentivize this project.
DISCUSSION
Duluth Holdings, Inc. had tremendous success in its initial year in Dubuque, hiring a
core team of fulltime staff as well as several hundred seasonal employees. Duluth
Holdings, Inc. now wishes to grow its distribution operations as well as automate its
facility. Doing so at the 7500 Chavenelle location would create logistical difficulties. In
order to facilitate the company's growth, Walter Development, LLC began discussions
with the company about the possibility of having Duluth Holdings, Inc. install its
automated equipment at 5955 Chavenelle, and to move its distribution operations to
that location after the installation is complete.
Walter Development, LLC and Duluth Holdings, Inc. have tentatively agreed to a lease
for the 7500 Chavenelle location in order to accommodate Duluth Holdings, Inc's
planned growth. To facilitate Duluth Holdings, Inc's needs at that location, Walter
Development, LLC has requested to purchase additional property from the City, Parcel
C, as well as to assign its rights and obligations as an employer in the original
Development Agreement to Duluth Holdings, Inc.
The attached Amended and Restated Development Agreement provides for the sale of
0.77 acres of City -owned property to Walter Development, LLC, increases the Minimum
Improvements required to be constructed from $9 million to $15 million, and transfers
the first 10 years of TIF rebates, which had been committed to Walter Development,
LLC, to Duluth Holdings, Inc. Walter Development, LLC will continue to receive the
additional four years of TIF provided in the original Development Agreement. Duluth
Holdings, Inc. is required to retain its current 12 fulltime employees.
The other terms and conditions remain as they were in the original Development
Agreement.
RECOMMENDATION/ ACTION STEP
Based on this project's alignment with the City Council's goal of having a robust local
economy, I recommend the City Council adopt the resolution approving the Amended
and Restated Development Agreement with Walter Development, LLC and Duluth
Holdings, Inc.
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. 109-20
APPROVING AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY
AND AMONG THE CITY OF DUBUQUE, WALTER DEVELOPMENT, LLC, AND
DULUTH HOLDINGS, INC. FOR THE SALE OF CITY -OWNED PROPERTY
INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE
OBLIGATIONS
Whereas, the City Council, by Resolution No. 100-20, dated March 25, 2020, declared
its intent to dispose of an interest in City of Dubuque real estate pursuant to an Amended
and Restated Development Agreement by and among the City of Dubuque, Walter
Development, LLC, and Duluth Holdings, 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
Development Agreement on April 6, 2020 at 6:30 p.m. in the City Council Chambers at
the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; ((and/or by virtual means)
and
Whereas, it is the determination of the City Council that approval of the Amended and
Restated Development Agreement for redevelopment of property by Wafter
Development, LLC, and Duluth Holdings, Inc., according to the terms and conditions set
out in the Amended and Restated 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 THAT:
Section 1. The Amended and Restated Development Agreement by and among the
City of Dubuque, Walter Development, LLC, and Duluth Holdings, Inc., a copy of which
is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue
Obligations, is hereby approved.
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Section 2. The Mayor is hereby authorized and directed to execute the Amended and
Restated Development Agreement on behalf of the City of Dubuque and the City Clerk is
authorized and directed to attest to his signature.
Section 3. The City Manager is authorized to take such actions as are necessary to
comply with the terms of the Amended and Restated Development Agreement as herein
approved.
Passed, approved and adopted this 6th day of April 2020.
Roy D. Buol, Mayor
Attest:
Kevi ' . Firnstahl, City Clerk
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 AMENDED AND RESTATED DEVELOPMENT AGREEMENT
An Amended and Restated Development Agreement by and among the City of
Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, Duluth Holdings, Inc.,
and Walter Development, LLC, was made regarding the following described premises:
Part of Lot 2-2 of McFadden Place No. 4 in the City of Dubuque, Iowa more
particularly described as follows:
Beginning at the northwest corner of Lot 1 of said McFadden Place No. 4;
Thence North 01 degrees 51 minutes 41 seconds West, 34.81 feet;
Thence North 75 degrees 45 minutes 40 seconds East, 989.56 feet;
Thence South 14 degrees 14 minutes 20 seconds East, 34.00 feet to the
northeast corner of said Lot 1;
Thence South 75 degrees 45 minutes 40 seconds West along the north line
of said Lot 1, 997.03 feet to the Point of Beginning.
Containing 33,772 square feet or 0.775 acres, more or Tess, and subject to
easements, reservations, restrictions, and right-of-way record and not of
record.
The Amended and Restated Development Agreement is dated for reference
purposes the 6th day of April, 2020, and contains covenants, conditions, and restrictions
concerning the sale and use of said premises.
This Memorandum of Amended and Restated Development Agreement is
recorded for the purpose of constructive notice. In the event of any conflict between the
provisions of this Memorandum and the Amended and Restated Development Agreement
040220ba1
itself, executed by the parties, the terms and provisions of the Amended and Restated
Development Agreement shall prevail. A complete counterpart of the Amended and
Restated 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 , 2020.
CITY OF DUBUQUE, IOWA HODGE COMPANY
By: // lY By:
Roy D. uol, Mayor Tim Hodge, Managing Member
ATTEST:
By:
Kevin . Firnstahl, City Clerk
ATTEST EMPLOYER
By.
STATE OF IOWA
: SS:
DUBUQUE COUNTY
DULUTH HOLDINGS, INC.
By:
Chris Teufel
CIO & SVP Supply Chain, Logistics
On this day of , 2020, 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
2
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 2020, 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 Hodge Company,
and that said instrument was signed on behalf of said company by authority of its
members and that they acknowledged the execution of this instrument to be the voluntary
act and deed of said company by it voluntarily executed.
Notary Public, State of Iowa
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 2020, before me, a Notary Public in and for the State
of Iowa, in and for said county, personally appeared Chris Teufel, to me personally known,
who being by me duly sworn did say he is the CIO & SVP Supply Chain, Logistics of
Duluth Holdings, 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 executed.
Notary Public, State of Iowa
3
Prepared by: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
Tax Statement to:
Walter Development, LLC
Attn: Tim Hodge, Managing Member
7465 Chavenelle Road
Dubuque, IA 52002
SPECIAL WARRANTY DEED
The City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor),
in consideration of the Grantee named below undertaking the obligations of the Developer
under the Development Agreement described below and the sum of Ten and no/100
Dollars ($10.00) in hand paid, and other good and valuable consideration, and pursuant
to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY
unto Walter Development, LLC, an Iowa limited liability company (Grantee), the following
legally described property situated in the County of Dubuque, State of Iowa, to wit (the
Property):
Lot 2 McFadden Farm Place No. 5
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. 109-20 of the City
Council of the City of Dubuque adopted the 6th day of April, 2020, 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 Amended and Restated Development Agreement executed by Grantor and
Grantee herein, dated the 6th day of April, 2020 (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
Promptly after completion of the improvements and payment in full of the Purchase
Price for the Property in accordance with the provisions of the Agreement, Grantor will
furnish Grantee with a Certificate of Completion in the form set forth in the Agreement.
072120bal
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.
(,rantnr hereby covenants to ,A,orrant and defend the said promisee+ �ivnips♦ +hr
� w iw� hereby �.y covenants �u� n w YVGI i ui n and ucse� iu the aa�u Ni ci i naca ayan ial a is
lawful claims of all persons whomsoever claiming by, through and under it.
Dated fihi of , 2020 at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
By:
Roy D. ol, Mayor
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ATTEST:
By:
Kevin ' Firnstah , City Clerk
STATE OF IOWA
SS
COUNTY OF DUBUQUE
arir
On this day of NVA1� , 2020, 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.
°TRISH L. GLEASON
Commission Number 719986
My Commission Expi
Nota
Public in and for Dubuque County, Iowa
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AMENDED AND RESTATED
DEVELOPMENT
AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
DULUTH HOLDINGS, INC.
AND
WALTER DEVELOPMENT, LLC
THIS AMENDED AND RESTATED DEVELOPMENT' AGREEMENT (the
Agreement), dated for reference purposes the 7'7day of 4 , 2020, by and
among the City of Dubuque, Iowa, a municipality (City), est`blished pursuant to the
Iowa Code and acting under authorization of Iowa Code Chapter 403, As Amended
(Urban Renewal Act), Duluth Holdings, Inc, a Wisconsin Corporation with its principal
place of business in Wisconsin (Employer), and Walter Development, LLC, an Iowa
limited liability company with its principal place of business in Dubuque, Iowa
(Developer).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City
has undertaken an Urban Renewal Project (the Project) as described herein to
advance the community's ongoing economic development efforts; and
WHEREAS, the Project is located within the Dubuque Industrial Center
Economic Development District (the Project Area); and
WHEREAS, as of the date of this Agreement there has been prepared and
approved by City an Urban Renewal Plan for the Project Area consisting of the Urban
Renewal Plan for the Dubuque Industrial Center Economic Development District,
approved by the City Council of City on May 2, 1988, and as subsequently amended
through and including the date hereof (the Urban Renewal Plan) attached hereto as
Exhibit A; and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of
this Agreement, is on file with the County Auditor and the City of Dubuque City Clerk;
and
WHEREAS, Developer determined that it requires a new industrial
building/facility to maintain and expand its operations and employment in the Project
Area (the Facility); and
WHEREAS, City and Developer entered into a Development Agreement dated
the 4th day of November, 2019 (the Original Development Agreement); and
032520ba1
WHEREAS, Pursuant to the Original Development Agreement, City sold to
Developer certain real estate described herein (the Original Development Agreement
Property); and
WHEREAS, Developer has requested that City sell to Developer additional
real estate described herein (the Property), together with all easements, tenements,
hereditaments, and appurtenances belonging thereto, so that Developer may develop
the Property, located in the Project Area, for the construction, use, and occupancy of
the Facility in accordance with the uses specified in the Urban Renewal Plan and
Developer agrees to comply with any amendments to the Urban Renewal Plan, in
accordance with this Agreement; and
WHEREAS, Developer and City agree that upon approval of the Plat (as
defined in Section 1.6(11) of this Agreement), this Agreement will be amended to
include the legal description of the Property; and
WHEREAS, Employer desires to join in this Agreement and assume the rights
and responsibilities provided herein; and
WHEREAS, Developer will undertake the construction of a building located on
the original Development Agreement property; and
WHEREAS, Employer will lease the building from Developer and employ
Employees as provided herein; and
WHEREAS, Developer or Employer will make a capital investment in building
improvements, equipment, furniture and fixtures in the Facility (the Project); and
all of the foregoing referred to herein as the Project; and
WHEREAS, City believes that the development of the Property pursuant to
this Agreement, and the fulfillment generally of this Agreement, are in the vital and
best interests of City and in accord with the public purposes and provisions of the
applicable federal, state and local laws and the requirements under which the Project
has been undertaken and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree with
the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The Original Development Agreement Property and the
Property consist of three separately identified parcels, referred to herein and in Exhibit
B-2 as Parcel A, Parcel B, and Parcel C. The aggregate purchase price for the
Original Development Agreement Property and the Property (Purchase Price) shall
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be the sum of One Million Eighty -Nine Thousand Dollars ($1,089,000), with a total
acquisition of 14.71 usable acres.
(1) The purchase price for Parcel A (the "Parcel A Purchase Price") was
One Hundred Twenty Thousand Dollars ($120,000) per acre for 3.89 usable
acres for a total Parcel A Purchase Price of Four Hundred Sixty -Six Thousand
Eight Hundred Dollars ($466,800).
(2) The purchase price for Parcel B (Parcel B-1 and Parcel B-2) (the "Parcel
B Purchase Price") was Sixty Thousand Dollars ($60,000) per acre for 10.05
usable acres for a total Parcel B-1 Purchase Price of Six Hundred Three
Thousand Dollars ($603,000). .
(3) Subject to the terms and conditions herein, the purchase price for
Parcel C (Parcel C-1 and Parcel C-2) (the "Parcel C Purchase Price") shall be
One Hundred Twenty Thousand Dollars ($120,000) per acre for approximately
0.13 acres (Parcel C-1) and Sixty Thousand Dollars ($60,000) per acre for
approximately 0.06 acres (Parcel C-2) for a total Parcel C Purchase Price of
$19,200 which shall be due and payable by Developer in immediately available
funds in favor of City at the Closing Date (as defined in Section 1.7 of this
Agreement). The actual Parcel C Purchase Price shall be adjusted based on
the acreage of the Property as shown on the Plat (as defined in Section 1.6(11)
of this Agreement).
(4) The total purchase price shall be the sum of the Parcel A Purchase
Price, the Parcel B Purchase Price, and the Parcel C Purchase Price (the
"Purchase Price") of One Million Eighty -Nine Thousand Dollars ($1,089,000).
1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple
title in the Property to Developer subject only to easements, restrictions, conditions,
and covenants of record as of the date hereof to the extent not objected to by
Developer as set forth in this Agreement, and to the conditions subsequent set forth
in Section 6.3, below:
(1) City, at its sole cost and expense, shall deliver to Developer an abstract
of title to the Property continued through the date of this Agreement reflecting
merchantable title in City in conformity with this Agreement and applicable
state law. The abstract shall be delivered together with full copies of any and
all encumbrances and matters of record applicable to the Property, and such
abstract shall become the property of Developer when the Purchase Price is
paid in full in the manner as aforesaid.
(2) Developer shall have until time of the Closing (as defined herein) to
render objections to title, including any easements or other encumbrances not
satisfactory to Developer, in writing to City. Developer agrees, however, to
review the Abstract promptly following Developer's receipt of Developer's land
3
survey and the Abstract and to promptly provide City with any objections to
title identified therein. Nothing herein shall be deemed to limit Developer's
rights to raise new title objections with respect to matters revealed in any
subsequent title examinations and surveys and which were not identified in the
Abstract provided by the City. City shall promptly exercise its best efforts to
have such title objections removed or satisfied and shall advise Developer of
intended action within ten (10) days of such action. If City shall fail to have
such objections removed as of the Closing, or any extension thereof
consented to by Developer, Developer may, at its sole discretion, either (a)
terminate this Agreement without any liability on its part, and any sums
previously paid to City by Developer (or paid into escrow for City's benefit)
shall be returned to Developer with interest, or (b) take title subject to such
objections. City agrees to use its best reasonable efforts to promptly satisfy
any such objections.
1.3 Rights of Inspection, Testing and Review. Developer, its counsel,
accountants, agents, and other representatives, shall have full and continuing access
to the Property and all parts thereof, upon reasonable notice to City. Developer and
its agent and representatives shall also have the right to enter upon the Property at
any time after the execution and delivery hereof for any purpose whatsoever,
including inspecting, surveying, engineering, test boring, and performing
environmental tests, provided that Developer shall hold City harmless and fully
indemnify City against any damage, claim, liability or cause of action arising from or
caused by the actions of Developer, its agents, or representatives upon the Property
(except for any damage, claim, liability or cause of action arising from conditions
existing prior to any such entry upon the Property), and shall have the further right to
make such inquiries of governmental agencies and utility companies, etc. and to
make such feasibility studies and analyses as they consider appropriate.
1.4 Representations and Warranties of City. In order to induce Developer and
Employer to enter into this Agreement and purchase the Property, City hereby
represents and warrants to Developer and Employer that to the best of City's
knowledge:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse change
in the Property being conveyed or the possession, use or enjoyment thereof
by Developer or Employer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) No ordinance or hearing is now or before any local governmental body
that either contemplates or authorizes any public improvements or special tax
levies, the cost of which may be assessed against the Property. To the best
of City's knowledge, there are no plans or efforts by any government agency
to widen, modify, or re -align any street or highway providing access to the
Property and there are no pending or intended public improvements or special
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assessments affecting the Property which will result in any charge or lien be
levied or assessed against the Property.
(3) All leases, contracts, licenses, and permits between City and third
parties in connection with the maintenance, use, and operation of the Property
have been provided to Developer and Employer, and City has provided true
and correct copies of all such documents to Developer and Employer.
(4) City has good and marketable fee simple title interest in the Property.
(5) The Property has a permanent right of ingress or egress to a public
roadway for the use and enjoyment of the Property.
(6) There are no notices, orders, suits, judgments or other proceedings
relating to fire, building, zoning, air pollution, health violations or other matters
that have not been corrected. City has notified Developer and Employer in
writing of any past notices, orders, suits, judgments or other proceedings
relating to fire, building, zoning, air pollution or health violations as they relate
to the Property of which it has actual notice. The Property is in material
compliance with all applicable zoning, fire, building, and health statutes,
ordinances, and regulations.
(7) Payment has been made for all labor or materials which have been
furnished to the Property or will be made prior to the Closing so that no lien for
labor performed or materials furnished can be asserted against the Property.
(8) The Property will, as of the Closing Date (as defined herein), be free
and clear of all liens, security interests, and encumbrances.
(9) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not and
shall not result in any material breach of any terms or conditions of any
mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation to which City is a party or by which either the City or the Property
being conveyed are bound, nor shall the execution, delivery and performance
of this Agreement violate any statute, regulation, judgment, writ, injunction or
decree of any court threatened or entered in a proceeding or action in which
City may be bound or to which either City or the Property being conveyed may
be subject.
(10) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and it has full power
and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Developer and
Employer at time of Closing confirming the representation contained herein, in
the form attached hereto as Exhibit C.
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(11) All city utilities necessary for the development and use of the original
Development Property and the Property (hereinafter the Development
Property) as a distribution facility adjoin the Development Property, and
Developer and Employer shall have the right to connect to said utilities, subject
to payment of City's connection fees. There will be no sanitary sewer
connection fees associated with the project. Only water connection fees will
be assessed for connections to Chavenelle Road. All other associated fees,
such as a tapping fee, will be required as determined by the size of the service
line being installed.
(12) The Property is free and clear of any occupants, and no party has a
lease to or other occupancy or contract right in the Property that shall in any
way be binding upon the Property, Developer, or Employer.
(13) City represents and warrants that any fees or other compensation which
may be owed to a broker engaged directly or indirectly by City in connection
with the purchase and sale contemplated in this Agreement are the sole
responsibility and obligation of City and that City will indemnify Developer and
Employer and hold Developer and Employer harmless from any and all claims
asserted by any broker engaged directly or indirectly by City for any fees or
other compensation related to the subject matter of this Agreement.
(14) City shall exercise its best efforts to assist Developer and Employer in
the development process.
(15) City shall exercise its best efforts to resolve any disputes arising during
the development process in a reasonable and prompt fashion.
(16) With respect to the period to and during which City has owned or
occupied the Property, no person or entity has caused or permitted materials
to be stored, deposited, treated, recycled, or disposed of on, under or at the
Property, which materials, if known to be present, would require cleanup,
removal or some other remedial action under environmental laws.
(17) The Development Property is presently zoned to accommodate
Developer's and Employer's intended improvements.
(18) The representations and warranties contained in this Section shall be
correct in all respects on and as of the Closing with the same force and effect
as if such representations and warranties had been made on and as of the
Closing Date.
1.5 Representations and Warranties of Developer and Employer. Developer and
Employer each make the following individual representations and warranties with
respect to their own company (without making any warranties with respect to the
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other):
(1) Developer 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 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 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 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 D and Exhibit I.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in
conflict with, or result in a violation or breach of, the terms, conditions or
provisions of the articles of incorporation or the bylaws of Developer or
Employer or any contractual restriction, evidence of indebtedness, agreement
or instrument of whatever nature to which Developer 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 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 or Employer
or which affects the validity of the Agreement or Developer's or Employer's
ability to perform its obligations under this Agreement.
(5) Developer and Employer will perform their 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 will use good faith 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 has commitments for permanent financing for the
Development 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.
1.6 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer and Employer under this Agreement
are subject to fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall
be correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the Closing, City shall deliver a
certificate in the form of Exhibit G.
(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) Developer and Employer, in their sole and absolute discretion, having
completed and approved of any inspections done by Developer or Employer
hereunder.
(4) Developer having obtained any and all necessary governmental
approvals, including without limitations approval of zoning, subdivision, or
platting which might be necessary or desirable in connection with the sale,
transfer and development of the Development Property. Any conditions
imposed as a part of the zoning, platting or subdivision must be satisfactory to
Developer, in its sole opinion. City shall cooperate with Developer in
attempting to obtain any such approvals and shall execute any documents
necessary for this purpose, provided that City shall bear no expense in
connection therewith. In connection therewith, the City agrees (a) to review all
of Developer's plans and specifications for the Project and to either reject or
approve the same in a prompt and timely fashion; (b) to issue a written
notification to Developer, following City's approval of same, indicating that the
City has approved such plans and specifications, and that the same are in
compliance with the Urban Renewal Plan and Developer agrees to comply
with any amendments to the Urban Renewal Plan, this Agreement and any
other applicable City or affiliated agency requirements, with the understanding
that Developer and its lenders shall have the right to rely upon the same in
proceeding with the project; (c) to identify in writing within ten (10) working
days of submission of said plans and specifications, any and all permits,
approvals and consents that are legally required for the acquisition of the
Property by Developer, and the construction, use and occupancy of the project
with the intent and understanding that Developer and its lenders and attorneys
will rely upon same in establishing their agreement and time frames for
construction, use and occupancy, lending on the project and issuing legal
opinions in connection therewith; and (d) to cooperate fully with Developer to
streamline and facilitate the obtaining of such permits, approvals and
consents.
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(5) City having completed all required notice to or prior approval, consent
or permission of any federal, state, municipal or local governmental agency,
body, board or official to the sale of the Property; and consummation of the
Closing by City shall be deemed a representation and warranty that it has
obtained the same.
(6) Developer, Employer, and City shall be in material compliance with all
the terms and provisions of this Agreement.
(7) Developer shall have furnished City with evidence, in a form satisfactory
to City (such as a letter of commitment from a bank or other lending institution),
that Developer has firm financial commitments in an amount sufficient,
together with equity commitments, to complete the Minimum Improvements
(as defined herein) in conformance with the Construction Plans (as defined
herein), or City shall have received such other evidence of such party's
financial ability as in the reasonable judgment of City is required.
(8) Employer shall have furnished City with evidence in a form as required
by Section 5.2 and satisfactory to City of Employer's fulltime equivalent
employees (FTE) at 7500 Chavenelle Road, Dubuque County, as of January
1, 2020.
(9) Receipt of an opinion of counsel to Developer in the form attached
hereto as Exhibit D.
(10) Receipt of an opinion of counsel to Employer in the form attached
hereto as Exhibit I.
(11) City shall have prepared and shall be prepared to record at Closing a
plat of survey of Property acceptable to Developer (the "Plat"), including
location and depiction of all applicable easements and other substantial
improvements.
(12) Developer 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 or Employer determines in its sole discretion that conditions
necessary for the successful completion of the Project contemplated herein
have not been satisfied to the full satisfaction of such party in such party's sole
and unfettered discretion. Upon the giving of notice of termination by such
terminating party to the other parties to this Agreement, this Agreement shall
be deemed null and void.
1.7 Closing. The closing of the purchase and sale (the Closing) shall take place
on the Closing Date. The Closing Date is April 7, 2020, at 10:00 a.m., at City's Legal
Counsel's office, or such other date or location as the parties agree in writing.
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Exclusive possession of the Property shall be delivered on the Closing Date, in its
current condition and in compliance with this Agreement, including City's
representations and warranties regarding the same. Consummation of the Closing
shall be deemed an agreement of the parties to this Agreement that the conditions of
closing have been satisfied or waived.
1.8 City's Obligations at Closing. At or prior to Closing Date, City shall:
(1) Deliver to Developer City's duly recordable Special Warranty Deed to
the Property (in the form attached hereto as Exhibit E (the Deed) conveying to
Developer marketable fee simple title to the Property and all rights appurtenant
thereto, subject only to easements, restrictions, conditions and covenants of
record as of the date hereof and not objected to by Developer as set forth in
this Agreement, and to the conditions subsequent set forth in Section 6.3
below.
(2) Deliver to Developer the Abstract of Title to the Property.
(3) Deliver to Developer such other documents as may be required by this
Agreement, all in a form satisfactory to Developer.
1.9 Delivery of Purchase Price; Obligations At Closing. At Closing, and subject to
the terms, conditions, and provisions hereof and the performance by City of its
obligations as set forth herein, Developer shall pay the Purchase Price to City
pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting credit
pursuant to Section 3.1 below.
1.10 Closing Costs. The following costs and expenses shall be paid in connection
with the Closing:
(1) City shall pay:
(a) The transfer fee, if any, imposed on the conveyance.
(b) A pro-rata portion of all taxes as provided in Section 1.10.
(c) All special assessments, if any, whether levied, pending, or
assessed.
(d) City's attorney's fees, if any.
(e) City's broker and/or real estate commissions and fees, if any.
(f) The cost of recording the satisfaction of any existing mortgage
and any other document necessary to make title marketable.
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(2) Developer shall pay the following costs in connection with the closing:
(a) The recording fee necessary to record the Deed.
(b) Developer's attorneys' fees.
(c) Developer's broker and/or real estate commissions and fees, if
any.
(d) A pro-rata portion of all taxes as provided in Section 1.10.
1.11 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years prior
to the fiscal year in which Closing Date occurs. Real estate taxes for the fiscal year
in which Closing Date occurs shall be prorated between City and Developer to
Closing Date on the basis of a 365-day calendar year. Developer shall pay or cause
to be paid all real estate taxes due in subsequent fiscal years. Any proration of real
estate taxes on the Property shall be based upon such taxes for the year currently
payable.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. City acknowledges that the Facility
Developer is building on the Development Property is a distribution building/facility as
shown on Exhibit B-2 attached hereto.
(1) Developer agrees to construct the building and certain internal systems
thereto, including all interior improvements to the building and a detention
facility as further described in Section 2.3(2); (the Minimum Improvements); all
as more particularly depicted and described on the plans and specifications to
be delivered to and approved by City as contemplated in this Agreement.
Developer hereby agrees the Facility will be not less than Two Hundred
Sixteen Thousand (216,000) square feet of floor space along with the
necessary site work, machinery and equipment at an estimated cost of
approximately Nine Million Dollars ($9,000,000).
(2) Developer agrees to add approximately Six Million Dollars ($6,000,000)
of equipment to the building by September 30, 2020.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications
with respect to the development of the Development Property and the construction of
the Minimum Improvements thereon (the Construction Plans) shall be in conformity
with the Urban Renewal Plan, this Agreement, and all applicable state and local laws
and regulations, including but not limited to the Amended and Restated Declaration
of Covenants, Conditions, Restrictions, Reservations, Easements, Liens and
Charges, recorded as Instrument No. 2014-00001147, records of Dubuque County,
Iowa. Developer shall submit to City, for approval by City, plans, drawings,
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specifications, and related documents with respect to the improvements to be
constructed by Developer on the Development Property. All work with respect to the
Minimum Improvements shall be in substantial conformity with the Construction Plans
approved by City.
2.3 Timing of Improvements.
(1) Developer hereby agrees that construction of the Minimum
Improvements on the Development Property shall be commenced on or before
December 1, 2019 and shall be substantially completed by August 1, 2020.
The time frames for the performance of these obligations shall be suspended
due to unavoidable delays, meaning delays outside the control of the party
claiming its occurrence in good faith, which are the direct result of strikes, other
labor troubles, shut down due to COVID-19, unusual shortages of materials or
labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties
which, by injunction or other similar judicial action or by the exercise of
reasonable discretion directly results in delays, or acts of any federal, state or
local government which directly result in extraordinary delays. The time for
performance of such obligations shall be extended only for the period of such
delay.
(2) Developer has constructed a detention facility to serve the
Development Property, and Lot 2-2 of McFadden Farm Place, and the area
naturally tributary to the existing 42" culvert at the Southeast corner of Lot 2-2
of McFadden Farm Place (the Public Detention Facility).
(a) The area to be served by the Public Detention Facility is 48.2
acres and the area of the Development Property served is 7.37 acres,
which is 15.3% of the total area served by the Public Detention Facility.
Commencing on the first day of January of the first year after City
accepts the work of Developer required by Section 2.4, and on the
anniversary date of each year thereafter, 13.7% of the annual
maintenance expenses incurred by City for the Public Detention Facility
for the previous 12-month period shall be assessed against the
Developer. The City Manager shall certify such costs to the City Clerk,
which shall then be certified and collected with and in the same manner
as general property taxes in accordance with the provisions of law.
(3) Developer agrees to construct a street to standard City specifications
and requirements as shown on the Plat by August 1, 2020. Developer shall
submit to City, for approval by City, plans, drawings, specifications, and related
documents with respect to the street to be constructed by Developer.
(a) Upon completion of the street, Developer shall notify the City and
City officials shall inspect the street. If City officials determine that the
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street has been completed in accordance with all standard City
specifications and requirements, as well as the plans, drawings,
specifications, and related documents previously submitted to the City,
then the Developer shall dedicate the street and related right-of-way "as
is" to the City, at no cost to the City, and the City shall accept dedication
thereof.
(b) Developer acknowledges and agrees that, upon dedication to
the City, the City shall own and maintain the street and that nothing in
this Agreement grants Developer, its agents, or its employees any
special legal entitlements or other rights not held by members of the
general public with respect to ownership, maintenance, or use of the
street.
(c) The parties agree that the City and its agents and employees are
not responsible for and have no liability to Developer associated with
the specifications, design, plans, quality of construction, or sufficient of
the street for any particular purpose.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, the City Manager shall furnish Developer
with an appropriate instrument so certifying. Such certification (the Certificate of
Completion) shall be in recordable form and shall be a conclusive determination of
the satisfaction and termination of the agreements and covenants in this Agreement
and in the Deed with respect to the obligations of Developer to construct the Minimum
Improvements. The Certificate of Completion, in the form attached hereto as Exhibit
H, shall waive all rights of re -vestment of title to the Property as provided in Section
6.3(1), and the Certificate of Completion shall so state.
2.5 Developer's Lender's Cure Rights. The parties agree that, if Developer shall
fail to complete the Minimum Improvements as required by this Agreement such that
re -vestment of title may occur (or such that the City would have the option of
exercising its re -vestment rights), then Developer's lender shall have the right, but not
the obligation, to complete such Minimum Improvements.
SECTION 3. CITY PARTICIPATION.
3.1 Acquisition Grant to Developer.
(1) For and in consideration of Developer's obligations hereunder to
construct the Minimum Improvements, City has made the following Acquisition
Grant to Developer:
Parcel A: $278,135 ($71,500 per acre x 3.89 usable acres)
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Parcel B (B-1 and B-2): $231,150 ($23,000 per acre x 10.05 usable
acres)
(2) The City agrees to make an Acquisition Grant to Developer on the
Closing Date in the following amount:
Parcel C (C-1 and C-2): $10,675 ($71,500 per acre x 0.13 usable acres
= $9,295) + ($23,000 per acre x 0.06 usable acres = $1,380). The total
Acquisition Grants for Parcel A, Parcel B, and Parcel C is $519,960.00
(the Total Acquisition Grant).
The parties agree that the Acquisition Grant shall be payable in the form of a
credit favoring Developer with the effect of directly offsetting the Purchase
Price obligation of Developer. The Acquisition Grant for Parcel C reduces the
Purchase Price to reflect the City's initial investment in Parcel C.
3.2 Economic Development Grants.
(1) Employer Economic Development Grants
(a) For and in consideration of Developer'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 Employer Economic Development Grants)
to Employer, as follows:
November 1, 2021
November 1, 2022
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, 2022
May 1, 2023
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
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of the Property and Minimum Improvements constructed by Developer
(the Developer Tax Increments). Employer recognizes and agrees that
the Employer Economic Development Grants shall be paid solely and
only from the incremental taxes collected by City in respect to the
Property and Minimum Improvements, which does not include property
taxes collected for the payment of bonds and interest of each taxing
district, and taxes for the regular and voter -approved physical plant and
equipment levy, instructional support levy, and any other portion
required to be excluded by Iowa law, and thus such incremental taxes
will not include all amounts paid by Developer as regular property taxes.
(b) To fund the Employer Economic Development Grants, City shall
certify to the County prior to December 1 of each year, commencing
December 1, 2020, its request for the available Developer Tax
Increments resulting from the assessments imposed by the County as
of January 1 of that year, to be collected by City as taxes are paid during
the following fiscal year and which shall thereafter be disbursed to
Employer on November 1 and May 1 of that fiscal year. (Example: If
City so certifies by December 1, 2020, the Employer Economic
Development Grants in respect thereof would be paid to Employer on
November 1, 2021, and May 1, 2022.)
(c) The Employer 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 Duluth TIF
Account of City. City hereby covenants and agrees to maintain its TIF
ordinance in force during the term and to apply the incremental taxes
collected in respect of the Property and Minimum Improvements and
allocated to the Duluth TIF Account to pay the Employer Economic
Development Grants, as and to the extent set forth in Section 3.2(1)
hereof. The Employer Economic Development Grants shall not be
payable in any manner by other tax increments revenues or by general
taxation or from any other City funds. City makes no representation with
respect to the amounts that may be paid to Employer as the Employer
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 Duluth TIF Account (regardless of the amounts thereof)
to the payment of the Employer Economic Development Grants to
Employer or Developer as and to the extent described in this Section.
(2) Developer Economic Development Grants.
(a) For and in consideration of Developer's and Employer's
obligations hereunder, and in furtherance of the goals and objectives of
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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 eight
(8) consecutive semi-annual payments (such payments being referred
to collectively as the Developer Economic Development Grants) to
Developer, as follows:
November 1, 2031
November 1, 2032
November 1, 2033
November 1, 2034
May 1, 2032
May 1, 2033
May 1, 2034
May 1, 2035
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 Developer) during the preceding six-month period in respect
of the Property and Minimum Improvements constructed by Developer
(the Developer Tax Increments). Developer recognizes and agrees that
the Developer Economic Development Grants shall be paid solely and
only from the incremental taxes collected by City in respect to the
Property and Minimum Improvements, which does not include property
taxes collected for the payment of bonds and interest of each taxing
district, and taxes for the regular and voter -approved physical plant and
equipment levy, instructional support levy, and any other portion
required to be excluded by Iowa law, and thus such incremental taxes
will not include all amounts paid by Developer as regular property taxes.
(b) To fund the Developer Economic Development Grants, City shall
certify to the County prior to December 1 of each year, commencing
December 1, 2020, its request for the available Developer Tax
Increments resulting from the assessments imposed by the County as
of January 1 of that year, to be collected by City as taxes are paid during
the following fiscal year and which shall thereafter be disbursed to
Developer on November 1 and May 1 of that fiscal year. (Example: If
City so certifies by December 1, 2030, the Developer Economic
Development Grants in respect thereof would be paid to Developer on
November 1, 2031, and May 1, 2032.)
(c) The Developer Economic Development Grants shall be payable
from and secured solely and only by the Developer Tax Increments paid
to City that, upon receipt, shall be deposited and held in a special
account created for such purpose and designated as the Walter Hodge
TIF Account of City. City hereby covenants and agrees to maintain its
TIF ordinance in force during the term and to apply the incremental
taxes collected in respect of the Property and Minimum Improvements
and allocated to the Walter Hodge TIF Account to pay the Developer
Economic Development Grants, as and to the extent set forth in Section
3.2(1) hereof. The Developer Economic Development Grants shall not
be payable in any manner by other tax increments revenues or by
general taxation or from any other City funds. City makes no
representation with respect to the amounts that may be paid to
Developer as the Developer Economic Development Grants in any one
year and under no circumstances shall City in any manner be liable to
Developer so long as City timely applies the Developer Tax Increments
actually collected and held in the Walter Hodge TIF Account (regardless
of the amounts thereof) to the payment of the Developer Economic
Development Grants to Developer as and to the extent described in this
Section.
(3) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project Area, or any available Developer
Tax Increments resulting from the termination of the annual Economic
Development Grants under Section 3.2 hereof, for any purpose for which such
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.
(4) All of City's obligations under this Agreement, including but not limited
to City's obligation to pay the Economic Development Grants to Employer or
Developer, shall be subject to City having completed all hearings and other
procedures required to amend the Urban Renewal Plan to describe the Urban
Renewal Project being undertaken in accordance with this Agreement.
3.3 Site Preparation. City reserves the right to approve the design and
specifications for any site preparation work. City shall not remove any dirt from the
Property prior to Closing, to the end that Developer may utilize dirt presently stored
on the Property in Developer's grading of the Property.
SECTION 4. NON- APPROPRIATION / LIMITED SOURCE OF FUNDING.
4.1 Non -Appropriation.
(1) 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
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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.
(2) 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 or
Developer for the payment of any installments due in that future fiscal year
which cannot be paid with the funds then appropriated for that purpose.
4.2 The right of non -appropriation reserved to City in this Section is intended by
the parties, and shall be construed at all times, so as to ensure that City's obligation
to pay future installments on the Economic Development Grants shall not constitute
a legal indebtedness of City within the meaning of any applicable constitutional or
statutory debt limitation prior to the adoption of a budget which appropriates funds for
the payment of that installment or amount. In the event that any of the provisions of
this Agreement are determined by a court of competent jurisdiction to create, or result
in the creation of, such a legal indebtedness of City, the enforcement of the said
provision shall be suspended, and the Agreement shall at all times be construed and
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 for the Development Property:
(1) Employer shall retain twelve (12) fulltime equivalent (FTE) employees
at the Facility in Dubuque, Iowa, and shall maintain those jobs during the term
of this Agreement. It is agreed by the parties that Employer has twelve (12)
fulltime equivalent employees (FTE) at 7500 Chavenelle Road in Dubuque,
Iowa, as of January 1, 2020, which employees will be transferred to the Facility
upon completion of the Minimum Improvements. FTE employees shall be
calculated by adding fulltime and part-time employees together using 2080
hours per year as a FTE employee.
(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
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date have at least twelve (12) FTE employees as provided hereinabove,
Employer shall pay to City, promptly upon written demand therefor, an
amount equal to $43,330.00 per job not created or maintained
($519,960 divided by 12 FTE = $43,330.00).
(b) Notwithstanding (a), City retains the right to begin withholding
semi-annual Employer Economic Development Grant amounts
beginning November 1, 2029 if the certificate provided to City under
Section 5.2 hereof on October 1, 2029 discloses that Employer as of
that date has failed to maintain 12 FTE employees at the Facility. City
shall not withhold in excess of $519,960 (the amount of the Acquisition
Grant). In the event that the certificate provided to City under Section
5.2 hereof on October 1, 2030 discloses that Employer does as of that
date have at least Twelve (12) FTE employees (2080 hours per year)
as provided hereinabove, City shall pay to Developer the amount of the
Employer Economic Development Grants withheld under this Section.
(2) In addition, for the FTE positions that Employer fails to create and
maintain for any year during the term of this Agreement, the semi-annual
Employer Economic Development Grants for such year under Section 3.2(1)
shall be reduced by the percentage that the number of such positions bears to
the total number of positions required to be maintained (12 FTE's) by this
Section 5.1. (For example, if Developer has 9 FTE employees, the semi-
annual Economic Development Grants to be paid for that year would be
reduced to 75% (9/12 employees) of the Tax Increment Revenues received by
City). The reduction of the semi-annual Economic Development Grants shall
be the City's sole remedy for the failure of Developer to meet the job creation
requirements of this subsection 5.1(2).
(3) Employer's job retention obligations under this section terminate on
October 1, 2030. Employer's obligation under Sec. 5.1(1) terminates if
Employer is in compliance on October 1, 2030. If Employer is not in
compliance on October 1, 2030, Employer is released once it has paid the
required penalty.
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 at the Facility 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
19
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. Employer's
certification obligations under this Section 5.2 terminate following the final certification
on October 1, 2030 (due by October 15, 2030).
5.3 Books and Records. During the term of this Agreement, Developer and
Employer shall keep at all times proper books of record and account in which full, true
and correct entries will be made of all dealings and transactions of or in relation to
the business and affairs of Developer and Employer in accordance with generally
accepted accounting principles consistently applied throughout the period involved,
and Developer and Employer shall provide reasonable protection against loss or
damage to such books of record and account.
5.4 Real Property Taxes. From and after the Closing Date, Developer shall pay
or cause to be paid, when due and before delinquency, all real property taxes and
assessments payable with respect to all and any parts of the Property unless
Developer's obligations have been assumed by another person pursuant to the
provisions of this Agreement.
5.5 No Other Exemptions. During the term of this Agreement, Developer agrees
not to apply for any state or local property tax exemptions which are available with
respect to the Property or the Minimum Improvements located thereon that may now
be, or hereafter become, available under state law or city ordinance during the term
of this Agreement, including those that arise under Iowa Code Chapters 404 and 427,
as amended.
5.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all
times during the process of constructing the Minimum Improvements (and,
from time to time at the request of City, furnish City with proof of insurance in
the form of a certificate of insurance for each insurance policy):
All risk builder's risk insurance, written on a Completed Value Form in
an amount equal to one hundred percent (100%) of the replacement
value when construction is completed.
(2) Upon completion of construction of the Minimum Improvements and up
to the Termination Date, Developer shall maintain, or cause to be maintained,
at its cost and expense (and from time to time at the request of City shall
furnish proof of insurance in the form of a certificate of insurance) all risk
property insurance against loss and/or damage to the Minimum Improvements
under an insurance policy written in an amount not less than the full insurable
replacement value of Minimum Improvements. The term "replacement value"
20
shall mean the actual replacement cost of Minimum Improvements (excluding
foundation and excavation costs and costs of underground flues, pipes, drains
and other uninsurable items) and equipment, and shall be reasonably
determined from time to time at the request of City, but not more frequently
than once every three (3) years.
(3) Developer agrees to notify City immediately in the case of damage
exceeding $200,000.00 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. The
net proceeds of any such insurance (the Net Proceeds) shall be paid directly
to Developer as its interests may appear, and Developer shall forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the same
or an improved condition or value as they existed prior to the event causing
such damage and, to the extent necessary to accomplish such repair,
reconstruction and restoration, Developer shall apply the Net Proceeds of any
insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof, subject, however, to the terms of any
mortgage encumbering title to the Property (as its interests may appear).
Developer shall complete the repair, reconstruction and restoration of
Minimum Improvements whether or not the Net Proceeds of insurance
received by Developer for such Purposes are sufficient.
5.7 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep,
Minimum Improvements in good repair and working order, ordinary wear and tear
excepted, and from time to time shall make all necessary repairs, replacements,
renewals and additions. Nothing in this Agreement, however, shall be deemed to
alter any agreements between Developer or any other party including, without
limitation, any agreements between the parties regarding the care and maintenance
of the Development Property.
5.8 Non -Discrimination. In carrying out the project, Developer and 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 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 and Employer shall have the right to rely upon the
21
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. During the Term of this Agreement, this Agreement may
not be assigned by Developer or Employer nor may any portion of the Development
Property be sold or otherwise transferred by Developer without the prior written
consent of City, which consent shall not be unreasonably withheld. City has no
obligation to consent to any assignment or sale.
5.11 Restrictions on Use. Developer agrees for itself, and its successors and
assigns, and every successor in interest to the Development Property or any part
thereof that they, and their respective successors and assigns, shall:
(1) Devote the Development 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 Development Property consistent with its current zoning
is in full compliance with the Urban Renewal Plan and Developer agrees to
comply with any amendments to the Urban Renewal Plan,) (however,
Developer shall not have any liability to City to the extent that a successor in
interest shall breach this covenant and City shall seek enforcement of this
covenant directly against the party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, national origin, age or disability in the sale, lease,
rental, use or occupancy of the Development Property or any improvements
erected or to be erected thereon, or any part thereof (however, Developer shall
not have any liability to City to the extent that a successor in interest shall
breach this covenant and City shall seek enforcement of this covenant directly
against the party in breach of same).
5.12 Release and Indemnification Covenants. Developer and Employer agree to
the following conditions of release and indemnification, except that each company
only agrees to indemnify the Indemnified Parties (defined below), with respect to the
negligence, misrepresentation, or misconduct of their own respective acts. Developer
and Employer do not individually agree to any indemnification from conduct of another
party.
(1) Developer 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.
22
(2) Except for any gross negligence, willful misrepresentation or any willful
or wanton misconduct or any unlawful act of the Indemnified Parties,
Developer 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 or 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
Development Property and any hazardous substance or environmental
contamination located in or on the Development Property, caused and
occurring after Developer takes possession of the Development Property.
(3) The Indemnified Parties shall not be liable to Developer or Employer for
any damage or injury to the persons or property of Developer or its officers,
agents, 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.
5.13 Compliance with Laws. Developer and Employer shall comply with all laws,
rules and regulations relating to its businesses, other than laws, rules and regulations
for which the failure to comply with or the sanctions and penalties resulting therefrom,
would not have a material adverse effect on the business, property, operations,
financial or otherwise, of Developer 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:
23
(1) Failure by Developer to pay or cause to be paid, before delinquency, all
real property taxes assessed with respect to the Minimum Improvements and
the Development Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms,
conditions and limitations of this Agreement.
(3) Transfer of any interest by Developer in any portion of the Development
Property or the Minimum Improvements in violation of the provisions of this
Agreement.
(4) Failure by Developer or Employer to substantially observe or perform
any other material covenant, condition, obligation or agreement on its part to
be observed or performed under this Agreement.
(5) Failure by Developer to dedicate Parcel B-2 to the City.
6.2 Remedies on Default by Developer. Whenever any Event of Default referred
to in Section 6.1 of this Agreement occurs and is continuing, City, as specified below,
may take any one or more of the following actions after the giving of written notice by
City to Developer (and the holder of any mortgage encumbering any interest in the
Property of which City has been notified of in writing) of the Event of Default, but only
if the Event of Default has not been cured within sixty (60) days following such notice,
or if the Event of Default cannot be cured within sixty (60) days and the Developer
does not provide assurances to City that the Event of Default will be cured as soon
as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from the Developer, deemed adequate by City, that the Developer
will cure its default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City shall be entitled to recover from Developer the sum of all amounts
expended by City in connection with the funding of the Acquisition Grant to
Developer, and City may take any action, including any legal action it deems
necessary, to recover such amounts from the Developer;
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments due
under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant under this Agreement.
24
6.3 Re -vesting of Title. The parties understand that Title may be re -vested in the
City as specified below; except that no such right shall interfere or upset Employer's
occupancy of the Development Property during the term of its lease over the
Development Property as a result of an event of default on the part of Developer.
Developer will deliver a copy of the lease to City at the Closing.
(1) Re -vesting Title in City Upon Happening of Event Subsequent to
Conveyance to Developer and Prior to Issuance of Certificate of Completion.
In the event that, subsequent to conveyance of the Development Property to
Developer by City and prior to receipt by Developer of the Certificate of
Completion, but subject to the terms of the mortgage granted by Developer to
secure a loan obtained by Developer from a commercial lender or other
financial institution to fund the acquisition of the Property or construction of
Minimum Improvements (First Mortgage), an Event of Default under Section
6.1 (1) through (4) of this Agreement occurs and is not cured within the times
specified in Section 6.2, then City shall have the right to re-enter and take
possession of the Development Property and any portion of the Minimum
Improvements thereon and to terminate (and re -vest in City pursuant to the
provisions of this Section 6.3 subject only to any superior rights in any holder
of the First Mortgage) the estate conveyed by City to Developer, it being the
intent of this provision, together with other provisions of this Agreement, that
the conveyance of the Development Property to Developer shall be made
upon the condition that (and the Deed shall contain a condition subsequent to
the effect that), in the event of default under Section 6.1 (1) through (4) on the
part of Developer and failure on the part of Developer to cure such default
within the period and in the manner stated herein, City may declare a
termination in favor of City of the title and of all Developer's rights and interests
in and to the Development Property conveyed to Developer, and that such title
and all rights and interests of Developer, and any assigns or successors in
interests of Developer, and any assigns or successors in interest to and in the
Development Property, shall revert to City (subject to the provisions of Section
6.3 of this Agreement), but only if the events stated in Section 6.1 of this
Agreement have not been cured within the time period provided above, or, if
the events cannot be cured within such time periods, Developer does not
provide assurance to City, reasonably satisfactory to City, that the events will
be cured as soon as reasonably possible. Notwithstanding the foregoing,
however, City agrees to execute a Subordination Agreement in favor of
Developer's first mortgage lender, in a form reasonably acceptable to City and
to Developer's first mortgage lender.
(2) Re -vesting Title under Other Circumstances. In the event that,
subsequent to the issuance of the Certificate of Completion to Developer but
subject to the terms of the mortgage granted by Developer to secure a loan
obtained by Developer from a commercial lender or other financial institution
to fund the acquisition of the Development Property or construction of
Minimum Improvements (First Mortgage), an Event of Default under Section
25
6.1(5) of this Agreement occurs and is not cured within the times specified in
Section 6.2, then City shall have the right to re-enter and take possession of
Parcel B-2 and any portion of the Minimum Improvements thereon and to
terminate (and re -vest in City pursuant to the provisions of this Section 6.3
subject only to any superior rights in any holder of the First Mortgage) the
estate conveyed by City to Developer in Parcel B-2, it being the intent of this
provision, together with other provisions of this Agreement, that the
conveyance of Parcel B-2 to Developer shall be made upon the condition that
(and the Deed shall contain a condition subsequent to the effect that), in the
event of default under Section 6.1(5) on the part of Developer and failure on
the part of Developer to cure such default within the period and in the manner
stated herein, City may declare a termination in favor of City of the title and of
all Developer's rights and interests in and to Parcel B-2 conveyed to
Developer, and that such title and all rights and interests of Developer, and
any assigns or successors in interests of Developer, and any assigns or
successors in interest to and in Parcel B-2, shall revert to City (subject to the
provisions of Section 6.3 of this Agreement), but only if the events stated in
Section 6.1(5) of this Agreement have not been cured within the time period
provided above, or, if the events cannot be cured within such time periods,
Developer does not provide assurance to City, reasonably satisfactory to City,
that the events will be cured as soon as reasonably possible. Notwithstanding
the foregoing, however, City agrees to execute a Subordination Agreement in
favor of Developer's first mortgage lender, in a form reasonably acceptable to
City and to Developer's first mortgage lender.
6.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the re -vesting
in City of title to the Development Property as provided in Section 6.3 of this
Agreement, City shall, pursuant to its responsibility under law, use its best efforts,
subject to any rights or interests in such property or resale granted to any holder of a
First Mortgage, to resell the Property or part thereof as soon and in such manner as
City shall find feasible and consistent with the objectives of such law and of the Urban
Renewal Plan to a qualified and responsible party or parties (as determined by City
in its sole discretion) who will assume the obligation of making or completing Minimum
Improvements or such other improvements in their stead as shall be satisfactory to
City and in accordance with the uses specified for such the Property or part thereof
in the Urban Renewal Plan. Subject to any rights or interests in such property or
proceeds granted to any holder of a First Mortgage upon such resale of the Property
the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on the
Development the Property, or any portion thereof, or any improvements
thereon, previously acquiesced in by City pursuant to this Agreement. If more
than one mortgage on the Development Property, or any portion thereof, or
any improvements thereon, has been previously acquiesced in by City
26
pursuant to this Agreement and insufficient proceeds of the resale exist to pay
the principal of, and interest on, each such mortgage in full, then such
proceeds of the resale as are available shall be used to pay the principal of
and interest on each such mortgage in their order of priority, or by mutual
agreement of all contending parties, including Developer, or by operation of
law;
(3) Third, to reimburse City for all allocable costs and expenses incurred
by City, including but not limited to salaries of personnel, in connection with
the recapture, management and resale of the Development Property or part
thereof (but less any income derived by City from the Development Property
or part thereof in connection with such management); any payments made or
necessary to be made to discharge any encumbrances or liens (except for
mortgage(s) previously acquiesced in by the City) existing on the Development
Property or part thereof at the time of re -vesting of title thereto in City or to
discharge or prevent from attaching or being made any subsequent
encumbrances or liens due to obligations, default or acts of Developer, its
successors or transferees (except with respect to such mortgage(s)), any
expenditures made or obligations incurred with respect to the making or
completion of the Minimum Improvements or any part thereof on the
Development Property or part thereof, and any amounts otherwise owing to
City (including water and sewer charges) by Developer and its successors or
transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (1) the sum
of the Purchase Price paid to City for the Development Property and (2) the
cash actually invested by such party in making any of the Minimum
Improvements on the Development Property.
(5) To honor the remainder of the lease by Employer of the Property for the
remainder of the lease term.
6.5 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.
6.6 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other concurrent, previous or subsequent breach hereunder.
27
6.7 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.
6.8 Remedies on Default by City. If City defaults in the performance of this
Agreement, Developer or Employer may take any action, including legal, equitable or
administrative action that may appear necessary or desirable to collect any payments
due under this Agreement, to recover expenses of Developer or Employer, or to
enforce performance and observance of any obligation, agreement, or covenant of
City under this Agreement. Developer or Employer may suspend performance under
this Agreement until it receives assurances from City, deemed adequate by
Developer or 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:
(1) If to Developer:
Walter Development, LLC
Attn: Tim Hodge, Managing Member
7465 Chavenelle Rd
Dubuque, IA 52002
Phone: (563) 583-9781
With copy to:
Zeke McCartney
Reynolds and Kenline, LLP
110 E 9th St
Dubuque, IA 52001
Phone: (563) 556-8000
(2) If to Employer:
Duluth Holdings, Inc.
28
Attn: Chris Teufel, CIO & SVP Supply Chain, Logistics
201 E. Front Street
Mt. Horeb, WI 53572
Phone: (608) 424-1544
With copy to:
Mark O'Neill
Godfrey Kahn S.C.
833 East Michigan Street, Suite 1800
Milwaukee, WI 53202-5615
(414) 287-9233
(3) 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, Iowa 52001
or at such other address with respect to any party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
7.2 Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of City and Developer and Employer and their respective successors and
assigns.
7.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2035 (the Termination Date).
7.4 Execution By Facsimile. The parties agree that this Agreement may be
transmitted among them by facsimile machine. The parties intend that the faxed
signatures constitute original signatures and that a faxed Agreement containing the
signatures (original or faxed) of all the parties is binding on the parties.
7.5 Memorandum of Development Agreement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit F in
the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs
29
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
and Employer has caused this Agreement to be duly executed.
CITY OF DUBUQUE, IOWA
By:
By:
Roy D. j uol, Mayor
Kevin S. Firnstahl
City Clerk
WALTER DEVELOPMENT, LLC
By: (4
Ti odge, MaKaging Member
DULUTH HOLDINGS, INC.
By: ei?.cdtee/L. N %iz
Chris Teufel
CIO & SVP Supply Chain, Logistics
30
Exhibit A
Exhibit B-1
Exhibit B-2
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
LIST OF EXHIBITS
Urban Renewal Plan
Proposed Plat
Site Exhibit
City Attorney Certificate
Opinion of Counsel to Developer
Deed
Memorandum of Development Agreement
City Certificate
Certificate of Completion
Opinion of Counsel to Employer
EXHIBIT A
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13th Street, Dubuque, IA 52001)
32
EXHIBIT B-1
PROPOSED PLAT
33
Index Legend
Location
LOT 2 OF MCFADDEN FARM PLACE No. 4
CITY OF DUBUQUE, IOWA
Proprietor:
CITY OF DUBUQUE
Requestor
Surveyor:
CITY OF DUBUQUE
Surveyor
Company
IIW, P.C., 4155 PENNSYLVANIA AVE
DUBUQUE, IOWA 52002-2628
PHONE: (563)556-2464
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EXHIBIT C
CITY ATTORNEY'S CERTIFICATE
37
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
balesq@,cityofdubuque.org
RE:
Dear
Dubuque
kiligall
All-AmericaCity
1I I.,I
2007 • 2012 • 2013
(DATE)
Masterpiece on the Mississippi
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between
(Developer) 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
Very sincerely,
Barry A. Lindahl, Esq.
Senior Counsel
38
EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL
39
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 , (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 limited liability company organized and existing under the
laws of the State of and has full power and authority to execute, deliver
and perform in full Development Agreement. The Development Agreement has been duly
and validly authorized, executed and delivered by Developer and, assuming due
authorization, execution and delivery by City, is in full force and effect and is valid and
legally binding instrument of Developer enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting creditors' rights generally.
2. The execution, delivery and 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.
40
Very truly yours,
41
EXHIBIT E
DEED
42
Prepared by: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
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 Developer under the Development
Agreement described below and the sum of and no/100
Dollars ($ ) in hand paid, and other good and valuable consideration, and
pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND
CONVEY unto , an Iowa limited liability company
(Grantee), the following described parcel(s) situated in the County of Dubuque, State of
Iowa, to wit (the Property):
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. 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 -
Promptly after completion of the improvements and payment in full of the Purchase
Price for the Property in accordance with the provisions of the Agreement, Grantor will
furnish Grantee with a Certificate of Completion in the form set forth in the Agreement.
Such certification by Grantor shall be, and the certification itself shall so state, a
conclusive determination of satisfaction and termination of the agreements and covenants
of the Agreement and of this Deed with respect to the obligation of Grantee, and its
successors and assigns, to construct improvements and the dates for the beginning and
43
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 of , 20_ at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
Attest: By:
Roy D. Buol, Mayor
By:
Kevin S. Firnstahl, City Clerk
STATE OF IOWA
)
)
SS
44
COUNTY OF DUBUQUE )
On this day of , 20_, before me a Notary Public in and
for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl to me personally
known, who being duly sworn, did say that they are the Mayor and Acting City Clerk,
respectively of the City of Dubuque, 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 Acting City Clerk acknowledged said instrument to be the free act and
deed of said Municipal Corporation by it voluntarily executed.
Notary
Public in and for Dubuque County, Iowa
45
EXHIBIT F
MEMORANDUM OF DEVELOPMENT AGREEMENT
46
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa
municipal corporation, of Dubuque, Iowa, and
WALTER DEVELOPMENT, LLC
was made regarding the following described premises:
The Development Agreement is dated for reference purposes the day of
, 20 , and contains covenants, conditions, and restrictions concerning the
sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of
the Development Agreement, 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 , 20.
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
By:
47
Kevin S. Firnstahl, City Clerk
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 20, before me, a Notary Public in and for the State of
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
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 20 , before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared
to me personally known, who being by me duly sworn did say that they are the
and that said instrument was signed on behalf of said company by authority of its
members and that they acknowledged the execution of this instrument to be the
voluntary act and deed of said company by it voluntarily executed.
Notary Public, State of Iowa
48
EXHIBIT G
CITY CERTIFICATE
49
Masterpiece on the Mississippi
Dear
Dubuque
kattil
NI-ilmalca City
' I 1'
2012
(DATE)
City Manager's Office
City Hall
50 West 13th Street
Dubuque, Iowa 52001-4864
(563) 589-4110 office
(563) 589-4149 fax
ctymgr@cityofdubuque.org
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
(Developer) 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) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse change in
the Property being conveyed or the possession, use or enjoyment thereof by
Developer, including, but not limited to, any action in condemnation, eminent
domain or public taking.
(2) No ordinance or hearing is now or before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies,
the cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against
the Property.
(3) All leases, contracts, licenses, and permits between City and third parties
in connection with the maintenance, use, and operation of the Property have been
provided to Developer and City has provided true and correct copies of all such
documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
(5) The Property has a permanent right of ingress or egress to a public roadway
for the use and enjoyment of the Property.
50
(6) There are no notices, orders, suits, judgments or other proceedings relating
to fire, building, zoning, air pollution, health violations or other matters that have
not been corrected. City has notified Developer in writing of any past notices,
orders, suits, judgments or other proceedings relating to fire, building, zoning, air
pollution or health violations as they relate to the Property of which it has actual
notice. The Property is in material compliance with all applicable zoning, fire,
building, and health statutes, ordinances, and regulations. The Property is
currently zoned PUD and Developer's intended use of the Property as a corporate
office/industrial facility is a permitted use in such zoning classification.
(7) Payment has been made for all labor or materials that have been furnished
to the Property or will be made prior to the Closing Date so that no lien for labor
performed or materials furnished can be asserted against the Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
(9) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not and
shall not result in any material breach of any terms or conditions of any mortgage,
bond, indenture, agreement, contract, license, or other instrument or obligation to
which City is a party or by which either the City or the Property being conveyed are
bound, nor shall the execution, delivery and performance of this Agreement violate
any statute, regulation, judgment, writ, injunction or decree of any court threatened
or entered in a proceeding or action in which City may be bound or to which either
City or the Property being conveyed may be subject.
(10) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and has full power and
authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit C.
(11) The Property is free and clear of any occupants, and no party has a lease
to or other occupancy or contract right in the Property that shall in any way be
binding upon the Property or Developer.
(12) City represents and warrants that any fees or other compensation which
may be owed to a broker engaged directly or indirectly by City in connection with
the purchase and sale contemplated in this Agreement are the sole responsibility
and obligation of City and that City will indemnify Developer and hold Developer
harmless from any and all claims asserted by any broker engaged directly or
indirectly by City for any fees or other compensation related to the subject matter
of this Agreement.
51
(13) City shall exercise its best efforts to assist with Developer in the
development process.
(14) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(15) With respect to the period during which City has owned or occupied the
Property, and to City's knowledge after reasonable investigation with respect to
the time before City owned or occupied the Property, no person or entity has
caused or permitted materials to be stored, deposited, treated, recycled, or
disposed of on, under or at the Property, which materials, if known to be present,
would require cleanup, removal or some other remedial action under
environmental laws.
(16) All city utilities necessary for the development and use of the Property as an
industrial manufacturing facility adjoin the Property and Developer shall have the
right to connect to said utilities, subject to City's connection fees.
(17) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing
Date.
MCVM:jh
Sincerely,
Michael C. Van Milligen
City Manager
52
EXHIBIT H
CERTIFICATE OF COMPLETION
53
Prepared By: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
Return to: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"), by
a Special Warranty Deed (the "Deed") recorded on [Date] as Instrument Number [Insert
Number] in the office of the County Recorder of Dubuque County, State of Iowa, has
conveyed to Walter Development, LLC (the "Grantee"), in accordance with a
Development Agreement dated as of [Date], by and among the Grantor, and the Grantee
(collectively, the "Agreement"), certain real property located within the Dubuque Industrial
Center Economic Development District of the Grantor and as more particularly described
as follows:
(the "Property"); and
WHEREAS, said Deed incorporated and contained certain covenants and
conditions with respect to the development of the Property, and obligated the Grantee to
construct certain Minimum Improvements and pay for the Property in accordance with the
Agreement; and
WHEREAS, the Grantee has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements and
payment for the Property in a manner deemed sufficient by the Grantor to permit the
execution and recording of this certification; and
NOW, THEREFORE, pursuant to Section 2.4 of the Agreement, this is to certify
that all covenants and conditions of the Deed and the Agreement with respect to the
obligations of the Grantee, and its successors and assigns, to construct the Minimum
Improvements on the Property and pay for the same have been completed and performed
by the Grantee to the satisfaction of the Grantor and such covenants and conditions are
hereby terminated.
The Recorder of Dubuque County is hereby authorized to accept for recording and to
record the filing of this instrument, to be a conclusive determination of the satisfaction of
the covenants and conditions of said Deed and the Agreement which would have resulted
in a forfeiture by the Grantee and right of the Grantor to re-enter and take possession of
the Property as set forth in said Deed and the Agreement if such covenants and conditions
had not been satisfied, and that said Deed and the Agreement shall otherwise remain in
full force and effect.
54
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
CITY OF DUBUQUE, IOWA
By:
Michael C. Van Milligen, City Manager
SS
On this day of , 20 , before me, the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Michael C. Van Milligen, to me
personally known, who, being by me duly sworn, did say that he is the City Manager of
the City of Dubuque, Iowa, a municipal corporation, and that the instrument was signed
on behalf of the corporation, and Michael C. Van Milligen acknowledged the execution of
the instrument to be his voluntary act and deed.
Notary Public in and for said State
55
EXHIBIT I
OPINION OF EMPLOYER'S COUNSEL
56
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 Duluth Holdings, Inc, (Employer) in connection with
the execution and delivery of a certain Development Agreement (Development
Agreement) among Walter Development, LLC Developer, Duluth Holdings, Inc. 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 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. 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. 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 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.
57
Very truly yours,
58
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
balesq(a citvofdubuque.org
Office Hours: 8:00 AM — 5:00 PM, T-W-Th
8:00 AM — 12:00 PM, F
Zeke McCartney, Esq.
Reynolds and Kenline, L.L.P.
110 East 9th Street
Dubuque, IA 52001
Masterpiece on the Mississippi
April 9, 2020
Dubuque
11111.1
2007.2012.2013
2017*2019
RE: Amended and Restated Development Agreement by and among the City of
Dubuque, Walter Development, LLC, and Duluth Holdings, Inc.
Dear Zeke:
Per our discussions regarding the above -referenced, enclosed are the following original
documents:
1. Memorandum of Amended and Restated Development Agreement, signed only by the
City;
2. Special Warranty Deed (needs Memorandum of Amended and Restated Development
Agreement recording date and Instrument Number filled in where indicated);
3. Certified City of Dubuque Resolution No. 100-20 Intent to Dispose and accompanying
certified Proof of Publication;
4. Certified City of Dubuque Resolution No. 109-20 Approving Amended and Restated
Development Agreement; and
5. Groundwater Hazard Statement.
As we also discussed, after you obtain the original signature page of Duluth for the Memorandum
of Amended and Restated Development Agreement, I would appreciate it if you would please
record all of the above -referenced documents, and return a copy of the recorded documents to
me for our file.
Very sincerely,
Barry A. Lindahl
Senior Counsel
BAL/tls
Enclosure
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org
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 AMENDED AND RESTATED DEVELOPMENT AGREEMENT
An Amended and Restated Development Agreement by and among the City of
Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, Duluth Holdings, Inc.,
and Walter Development, LLC, was made regarding the following described premises:
Part of Lot 2-2 of McFadden Place No. 4 in the City of Dubuque, Iowa more
particularly described as follows:
Beginning at the northwest corner of Lot 1 of said McFadden Place No. 4;
Thence North 01 degrees 51 minutes 41 seconds West, 34.81 feet;
Thence North 75 degrees 45 minutes 40 seconds East, 989.56 feet;
Thence South 14 degrees 14 minutes 20 seconds East, 34.00 feet to the
northeast corner of said Lot 1;
Thence South 75 degrees 45 minutes 40 seconds West along the north line
of said Lot 1, 997.03 feet to the Point of Beginning.
Containing 33,772 square feet or 0.775 acres, more or less, and subject to
easements, reservations, restrictions, and right-of-way record and not of
record .
The Amended and Restated Development Agreement is dated for reference
purposes the 6th day of April, 2020, and contains covenants, conditions, and restrictions
concerning the sale and use of said premises.
This Memorandum of Amended and Restated Development Agreement is
recorded for the purpose of constructive notice. In the event of any conflict between the
provisions of this Memorandum and the Amended and Restated Development Agreement
040220ba1
itself, executed by the parties, the terms and provisions of the Amended and Restated
Development Agreement shall prevail. A complete counterpart of the Amended and
Restated 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 (b day of A Pf, L , 2020.
CITY OF DUBUQUE, IOWA
14,OBG-E--CO M PANY
By: Br\
Roy D. uol, Mayor
ATTEST:
By:
Kevin Firnstahl, City Clerk
ATTEST
Y.
Aervin-st-Firnstahl, Eity-GI•ef4t-
STATE OF IOWA
: ss:
DUBUQUE COUNTY
E P LOYER
-0 U L U T-H-HOLDINGS 7N
,By:
Chris Teufel
Ei ��i{ppi-y-C.gain, I ogistics
On this 1 day of I�PR\�. , 2020, 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.
tikkL&u
Notary Public, ate of Iowa
TRACEY L. STECKLEfN
Commission Number 716018q
My Comm. Exp. lj •)1. 1)
2
itself, executed by the parties, the terms and provisions of the Amended and Restated
Development Agreement shall prevail. A complete counterpart of the Amended and
Restated 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 , 2020.
-DUBW • , = WALTER DEVELOPMENT, LLC
By:
Roy D.
ATTEST:
By:
Kevin S. Firnstaf-e, ity Clerk
ATTEST
By:
Kevin s. Firnstahl, City Clerk
ATE OF IOWA
: ss:
DUBUQ OUNTY
By:
Tim Hodge, Managing Member
EMPLOYER
DULUTH HOLDINGS, INC.
By:
Chris Teufel
CIO & SVP Supply Chain, Logistics
On this day of , 2020, before me, a Notary Public in and for the Stat
Iowa, in and for said coun .ersonally appeared Roy D. Buol and Kevin S. F. - ahl, to
me personally known, who bein.., me duly sworn did say that they . e Mayor and
City Clerk, respectively of the City o I ubuque, a Municipal , . poration, created and
existing under the laws of the State of low., .nd that t. - eal affixed to said instrument
is the seal of said Municipal Corporation and th ►sr id instrument was signed and sealed
on behalf of said Municipal corporation . hority a . resolution of its City Council and
said Mayor and City Clerk ackno , -.ged said instrument •e the free act and deed of
said Municipal Corporatio • it voluntarily executed.
otary Public, State of Iowa
2
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 2020, 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 executed.
Notary Public, State of Iowa
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this day of , 2020, before me, a Notary Public in and for the State
of Iowa, in and for said county, personally appeared Chris Teufel, to me personally known,
who being by me duly sworn did say he is the CIO & SVP Supply Chain, Logistics of
Duluth Holdings, 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 executed.
Notary Public, State of Iowa
3
Prepared by: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
Tax Statement to:
Walter Development, LLC
Attn: Tim Hodge, Managing Member
7465 Chavenelle Road
Dubuque, IA 52002
SPECIAL WARRANTY DEED
The City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor),
in consideration of the Grantee named below undertaking the obligations of the Developer
under the Development Agreement described below and the sum of Ten and no/100
Dollars ($10.00) in hand paid, and other good and valuable consideration, and pursuant
to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY
unto Walter Development, LLC, an Iowa limited liability company (Grantee), the following
described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the Property):
Part of Lot 2-2 of McFadden Place No. 4 in the City of Dubuque, Iowa more
particularly described as follows:
Beginning at the northwest corner of Lot 1 of said McFadden Place No. 4;
Thence North 01 degrees 51 minutes 41 seconds West, 34.81 feet;
Thence North 75 degrees 45 minutes 40 seconds East, 989.56 feet;
Thence South 14 degrees 14 minutes 20 seconds East, 34.00 feet to the
northeast corner of said Lot 1;
Thence South 75 degrees 45 minutes 40 seconds West along the north line
of said Lot 1, 997.03 feet to the Point of Beginning.
Containing 33,772 square feet or 0.775 acres, more or less, and subject to
easements, reservations, restrictions, and right-of-way record and not of
record.
040220ba1
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. 109-20 of the City
Council of the City of Dubuque adopted the 6th day of April 2020, 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 Amended and Restated Development Agreement executed by Grantor and
Grantee herein, dated the 6th day of April, 2020 (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
Promptly after completion of the improvements and payment in full of the Purchase
Price for the Property in accordance with the provisions of the Agreement, Grantor will
furnish Grantee with a Certificate of Completion in the form set forth in the Agreement.
Such certification by Grantor shall be, and the certification itself shall so state, a
conclusive determination of satisfaction and termination of the agreements and covenants
of the Agreement and of this Deed with respect to the obligation of Grantee, and its
successors and assigns, to construct improvements and the dates for the beginning and
completion thereof and pay the Purchase Price for the Property, it being the intention of
the parties that upon the granting and filing of the Certificate of Completion that all
restrictions, re -vesting of title, and reservations of title contained in this Deed be forever
released and terminated and that any remaining obligations of Grantee pursuant to the
Agreement shall be personal only.
All certifications provided for herein shall be in such form as will enable them to be
recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse or fail to
provide any such certification in accordance with the provisions of the Agreement and this
Deed, Grantor shall, within twenty days after written request by Grantee, provide Grantee
with a written statement indicating in adequate detail in what respects Grantee has failed
to complete the improvements in accordance with the provisions of the Agreement or is
otherwise in default, and what measures or acts will be necessary, in the opinion of
Grantor, for Grantee to take or perform in order to obtain such certification.
In the event that an Event of Default occurs under the Agreement and Grantee
herein shall fail to cure such default within the period and in the manner stated in the
Agreement, then Grantor shall have the right to re-enter and take possession of the
Property and to terminate and re -vest in Grantor the estate conveyed by this Deed to
Grantee, its assigns and successors in interest, in accordance with the terms of the
Agreement.
2
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 6th day of April 2020 at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
By:
ATTEST:
By:
KeviS. Firnstahl, City Clerk
STATE OF IOWA
SS
COUNTY OF DUBUQUE
kL,
Buol, Mayor
On this 1 day of PPfLll_ , 2020, 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.
14#T-
,owP.
TRACEY L. STECKLEIN
Commission Number 716018
My Comm Exp. -11.?13
A.nt
Notary Public i
I� , „thl.�.t[� m-
nd for Dubuque County, Iowa
3
Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 100-20
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE
PURSUANT TO AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY
AND AMONG THE CITY OF DUBUQUE, WALTER DEVELOPMENT, LLC, AND
DULUTH HOLDINGS, INC., FIXING THE DATE FOR A PUBLIC HEARING OF THE
CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE AMENDED AND
RESTATED DEVELOPMENT AGREEMENT INCLUDING THE PROPOSED
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT
OBLIGATIONS, AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, the City of Dubuque, Iowa (City) is the owner of real property in the
Dubuque Industrial Center West totaling approximately 0.77 acres, referred to herein and
in Exhibit B-2 as Parcel C (the Property); and
Whereas, City, Walter Development, LLC, and Duluth Holdings, Inc. have entered
into an Amended and Restated Development Agreement, subject to the approval of the
City Council, pursuant to which City will convey the Property to Walter Development, LLC,
and Walter Development, LLC will construct on the Property and on real property
previously conveyed by City to Walter Development, LLC certain Improvements described
in the Amended and Restated Development Agreement (the Facility); and
Whereas, Duluth Holdings. Inc. will retain employees and employ new employees at
the Facility; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of City to approve the Amended and Restated Development Agreement, including
the conveyance of the Property to Walter Development, LLC; and
Whereas, the Development Agreement provides for the issuance by City of
economic development grants to Duluth Holdings, Inc. and Walter Development, LLC,
referred to therein as Urban Renewal Tax Increment Revenue Grant Obligations, payable
032020ba1
from the tax increment revenues collected in respect of the Improvements to be
constructed by Walter Development, LLC in accordance with the Amended and Restated
Development Agreement, for the purpose of carrying out the objectives of an Urban
Renewal Plan as hereinafter described; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City of Dubuque intends to dispose of its interest in the
foregoing -described Property by Deed to Walter Development, LLC pursuant to the
proposed Amended and Restated Development Agreement.
Section 2. The City Clerk is hereby authorized and directed to cause this
Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a
public hearing on the City's intent to dispose of the foregoing -described Property, to be held
on the 6th day of April, 2020 at 6:30 p.m. in the City Council Chambers at the Historic Federal
Building, 350 W. 6th Street, Dubuque, Iowa.
Section 3. The City Council will also meet at said time and place for the purpose
of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations and the execution of the Amended and Restated Development Agreement
relating thereto with Walter Development, LLC and Duluth Holdings, Inc., the proceeds of
which obligations will be used to carry out certain of the special financing activities described
in the Urban Renewal Plan for the Dubuque Industrial Center Economic Development
District, consisting of the funding of economic development grants to Walter Development,
LLC and Duluth Holdings, Inc. pursuant to the Amended and Restated Development
Agreement under the terms and conditions of said Urban Renewal Plan. It is expected that
the aggregate amount of the Tax Increment Revenue obligations will be approximately
$2,630,000.
Section 4. The City Clerk is hereby directed to cause at least one publication to
be made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City, said
publication to be not less than four days nor more than twenty days before the date of
said meeting on the disposal of the City's interest in the Property and the issuance of said
obligations.
Section 5. That the notice of the proposed action shall be in substantially the
form attached hereto.
2
Passed, approved and adopted this 25th day of Mach 2020.
Roy D. uol, Mayor
Attest:
Kevin :. Firnstahl, ity Clerk
STATE OF IOWA {SS:
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION
I, Kathy Goetzinger, 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:
March 30, 2020,
and for which the charge is $51.77
(-1--/ 7/1.cr
Subscribed to before me, a Notary kblic in and for
Dubuque County, Iowa,
this 3 I day of ClA,CjL 20 z O
Notary Pub i, and for Dubuque County, Iowa.
c .,.
JANET K. PAPE
Commission Number 199659
My Comm. Exp. DEC 11, 2022
CITY OF DUBUQUE,
IOWA
OFFICIAL NOTICE
NOTICE OF A PUBLIC
HEARING OF THE
CITY COUNCIL OF THE
CITY OF DUBUQUE,
IOWA, ON THE AP-
PROVAL OF AN
AMENDED AND RE-
STATED DEVELOP-
MENT AGREEMENT BY
AND AMONG WAL-
TER DEVELOPMENT,
LLC AND DULUTH
HOLDINGS, INC. PRO-
VIDING FOR THE SALE
OF CITY -OWNED REAL
ESTATE TO WALTER
DEVELOPMENT, LLC
AND AUTHORIZATION
FOR THE ISSUANCE
OF URBAN RENEWAL
TAX INCREMENT REV-
ENUE GRANT OBLI-
GATIONS PURSUANT
TO THE DEVELOP-
MENT AGREEMENT
PUBLIC NOTICE is
hereby given that the
City Council of the City
of Dubuque, Iowa, will
hold a public hearing
on the 6th day of April,
2020, at 6:30 p.m. in the
City Council Chambers
at the Historic Federal
Building, 350 W. 6th St.,
Dubuque, Iowa, (and/
or by virtual means) at
which meeting the City
Council proposes to
take action to approve
an Amended and Re-
stated Development
Agreement by and
among Walter Develop-
ment, LLC, and Duluth
Holdings, Inc., 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 City -owned real
estate and the is-
suance of economic
development grants
(Urban Renewal Tax In-
crement Revenue
Grant Obligations) de-
scribed therein in order
to carry out the pur-
poses and objectives of
the Urban Renewal
Plan for the Dubuque
Industrial Center Eco-
nomic Development
District, consisting of
the funding of econom-
ic development grants
for Walter Develop-
ment, LLC and Duluth
Holdings, Inc., under
the terms and condi-
tions of the Urban Re-
newal Plan for the
Dubuque Industrial
Center Economic De-
velopment District. The
aggregate amount of
the Urban Renewal Tax
Increment Revenue
Grant Obligations can-
not be determined at
the present time but is
not expected to exceed
$2,630,000.
At the meeting, the
City Council will re-
ceive oral and written
objections from any
resident or property
owner of said City to
the above action. After
all objections have
been received and con-
sidered, the City Coun-
cil may at this meeting
or at any adjournment
thereof, authorize such
land disposition and
the issuance of the Ur-
ban Renewal Tax Incre-
ment Revenue Grant
Obligations or abandon
the proposal. By order
of the City Council said
hearing and appeals
therefrom shall be held
in accordance with and
governed by the provi-
sions of Section 403.9
of the Code of Iowa.
This notice is given by
order of the City Coun-
cil of the City of
Dubuque, Iowa, as pro-
vided by Chapter 403 of
the Code of Iowa.
Copies of supporting
documents for the pub-
lic hearing are on file in
the City Clerk's Office,
City Hall, 50 W. 13th
St., Dubuque, Iowa, and
may be viewed during
normal working hours.
Agendas can be ac-
cessed at https://www.
cityofdubuque.org/
agendas.
Written comments re-
garding the above pub-
lic hearing should be
submitted to the City
Clerk's Office, 50 W.
13th St., Dubuque, IA
52001, ctyclerk@cityof
dubuque.org, on or be-
fore said time of public
hearing. At said time
and place of public
hearings all interested
citizens and parties
will be given an oppor-
tunity to be heard for or
against said proposal.
Individuals with limit-
ed English proficiency,
vision, hearing or
speech impairments or
requiring special assis-
tance should contact
the City Clerk's Office
,at (563) 589-4100, TDD/
TTY (563) 690-6678,
ctyclerk@cityofdu buqu e.
org as soon as feasible.
Deaf or hard -of -hearing
individuals can use Re-
lay Iowa by dialing 711
or (800) 735-2942.
Dated this 27th day of
March 2020.
Kevin S. Firnstahl
City Clerk
of Dubuque, Iowa
It 3/30
STATE OF IOWA
CERTIFICATE of the CITY CLERK
) SS:
COUNTY OF DUBUQUE )
I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk
of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in
my possession or have access to the records of the proceedings of the City Council. I
do further state that the hereto attached Resolution No. 100-20 and associated
Certificate 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 7th day of April, 2020.
Kevin S. Firnstahl, MC, 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. 109-20
APPROVING AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY
AND AMONG THE CITY OF DUBUQUE, WALTER DEVELOPMENT, LLC, AND
DULUTH HOLDINGS, INC. FOR THE SALE OF CITY -OWNED PROPERTY
INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE
OBLIGATIONS
Whereas, the City Council, by Resolution No. 100-20, dated March 25, 2020, declared
its intent to dispose of an interest in City of Dubuque real estate pursuant to an Amended
and Restated Development Agreement by and among the City of Dubuque, Walter
Development, LLC, and Duluth Holdings, 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
Development Agreement on April 6, 2020 at 6:30 p.m. in the City Council Chambers at
the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; ((and/or by virtual means)
and
Whereas, it is the determination of the City Council that approval of the Amended and
Restated Development Agreement for redevelopment of property by Walter
Development, LLC, and Duluth Holdings, Inc., according to the terms and conditions set
out in the Amended and Restated 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 THAT:
Section 1. The Amended and Restated Development Agreement by and among the
City of Dubuque, Walter Development, LLC, and Duluth Holdings, Inc., a copy of which
is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue
Obligations, is hereby approved.
1
Section 2. The Mayor is hereby authorized and directed to execute the Amended and
Restated Development Agreement on behalf of the City of Dubuque and the City Clerk is
authorized and directed to attest to his signature.
Section 3. The City Manager is authorized to take such actions as are necessary to
comply with the terms of the Amended and Restated Development Agreement as herein
approved.
Passed, approved and adopted this 6th day of April 2020.
v Roy D. Buol, Mayor
Attest:
Kevin S. 'irnstahl, City le
STATE OF IOWA
CERTIFICATE of the CITY CLERK
) SS:
COUNTY OF DUBUQUE )
I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk
of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in
my possession or have access to the records of the proceedings of the City Council. I
do further state that the hereto attached Resolution No. 109-20 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 7th day of April, 2020.
Kev) S. Firnstahl, CMC, City Clerk
REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT
TO BE COMPLETED BY TRANSFEROR
TRANSFEROR:
Name City of Dubuque, Iowa
Address 50 West 13th Street Dubuque Iowa 52001
Number and Street or RR City, Town or P.O. State Zip
TRANSFEREE:
Name Walter Development, LLC
Address 7465 Chavenelle Road Dubuque Iowa 52002
Number and Street or RR City, Town or P.O. State Zip
Address of Property Transferred:
5955 Chavenelle Road Dubuque Iowa 52002
Number and Street or RR City, Town or P.O. State Zip
Legal Description of Property: (Attach if necessary) See 1 in Addendum
1. Wells (check one)
X There are no known wells situated on this property.
There is a well or wells situated on this property. The type(s), location(s) and legal status are
stated below or set forth on an attached separate sheet, as necessary.
2. Solid Waste Disposal (check one)
X There is no known solid waste disposal site on this property.
_ There is a solid waste disposal site on this property and information related thereto is provided
in Attachment #1, attached to this document.
3. Hazardous Wastes (check one)
X There is no known hazardous waste on this property.
There is hazardous waste on this property and information related thereto is provided in
Attachment #1, attached to this document.
4. Underground Storage Tanks (check one)
X There are no known underground storage tanks on this property. (Note exclusions such as
small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in
instructions.)
There is an underground storage tank on this property. The type(s), size(s) and any known
substance(s) contained are listed below or on an attached separate sheet, as necessary.
FILE WITH RECORDER DNR form 542-0960 (July 18, 2012)
5. Private Burial Site (check one)
X There are no known private burial sites on this property.
_ There is a private burial site on this property. The location(s) of the site(s) and known
identifying information of the decedent(s) is stated below or on an attached separate sheet, as
necessary.
6. Private Sewage Disposal System (check one)
_ All buildings on this property are served by a public or semi-public sewage disposal system.
X This transaction does not involve the transfer of any building which has or is required by law to
have a sewage disposal system.
_ There is a building served by private sewage disposal system on this property or a building
without any lawful sewage disposal system. A certified inspector's report is attached which
documents the condition of the private sewage disposal system and whether any modifications
are required to conform to standards adopted by the Department of Natural Resources. A
certified inspection report must be accompanied by this form when recording.
There is a building served by private sewage disposal system on this property. Weather or
other temporary physical conditions prevent the certified inspection of the private sewage
disposal system from being conducted. The buyer has executed a binding acknowledgment
with the county board of health to conduct a certified inspection of the private sewage disposal
system at the earliest practicable time and to be responsible for any required modifications to
the private sewage disposal system as identified by the certified inspection. A copy of the
binding acknowledgment is attached to this form.
_ There is a building served by private sewage disposal system on this property. The buyer has
executed a binding acknowledgment with the county board of health to install a new private
sewage disposal system on this property within an agreed upon time period. A copy of the
binding acknowledgment is provided with this form.
_ There is a building served by private sewage disposal system on this property. The building to
which the sewage disposal system is connected will be demolished without being occupied. The
buyer has executed a binding acknowledgment with the county board of health to demolish the
building within an agreed upon time period. A copy of the binding acknowledgment is provided
with this form. [Exemption #9]
_ This property is exempt from the private sewage disposal inspection requirements pursuant to
the following exemption [Note: for exemption #9 use prior check box]:
The private sewage disposal system has been installed within the past two years pursuant to
permit number
Information required by statements checked above should be provided here or on separate
sheets attached hereto:
I HEREBY D LARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM
AND ,, • T THE INFORMATION STATED ABOVE IS TRUE AND CORRECT.
Signature:
(Transferor or Agent)
FILE WITH RECORDER
Telephone No.: (563) 583-4113
DNR form 542-0960 (July 18, 2012)
GROUNDWATER HAZARD STATEMENT
ATTACHMENT #1
NOTICE OF WASTE DISPOSAL SITE
a. Solid Waste Disposal (check one)
_ There is a solid waste disposal site on this property, but no notice has been received from the
Department of Natural Resources that the site is deemed to be potentially hazardous.
_ There is a solid waste disposal site on this property which has been deemed to be potentially
hazardous by the Department of Natural Resources. The location(s) of the site(s) is stated
below or on an attached separate sheet, as necessary.
b.. Hazardous Wastes (check one)
_ There is hazardous waste on this property and it is being managed in accordance with
Department of Natural Resources rules.
There is hazardous waste on this property and the appropriate response or remediation actions,
or the need therefore, have not yet been determined.
Further descriptive information:
I HEREBY DECLARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM
AND THAT THE INFORMATION STATED ABOVE IS TRUE AND CORRECT.
Signature: Telephone No.:
(Transferor or Agent)
FILE WITH RECORDER DNR form 542-0960 — Attachment #1 (July 18, 2012)
Addendum
1. Part of Lot 2-2 of McFadden Place No. 4 in the City of Dubuque, Iowa more particularly
described as follows:
Beginning at the northwest corner of Lot 1 of said McFadden Place No. 4;
Thence North 01 degrees 51 minutes 41 seconds West, 34.81 feet;
Thence North 75 degrees 45 minutes 40 seconds East, 989.56 feet;
Thence South 14 degrees 14 minutes 20 seconds East, 34.00 feet to the northeast corner of
said Lot 1;
Thence South 75 degrees 45 minutes 40 seconds West along the north line of said Lot 1,
997.03 feet to the Point of Beginning.
Containing 33,772 square feet or 0.775 acres, more or less, and subject to easements,
reservations, restrictions, and right-of-way record and not of record.
111111 III 111111111 1111111111111111 111111
Doc ID: 010554510005 Type: GEN
Kind: RESOLUTION
Recorded: 08/20/2020 at 09:56:36 AM
Fee Amt: $27.00 Page 1 of 5
Dubuque County Iowa
John Murphy Recorder
Fi1e2020-00012320
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. 100-20
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE
PURSUANT TO AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY
AND AMONG THE CITY OF DUBUQUE, WALTER DEVELOPMENT, LLC, AND
DULUTH HOLDINGS, INC., FIXING THE DATE FOR A PUBLIC HEARING OF THE
CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE AMENDED AND
RESTATED DEVELOPMENT AGREEMENT INCLUDING THE PROPOSED
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE GRANT
OBLIGATIONS, AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, the City of Dubuque, Iowa (City) is the owner of real property in the
Dubuque Industrial Center West totaling approximately 0.77 acres, referred to herein and
in Exhibit B-2 as Parcel C (the Property); and
Whereas, City, Walter Development, LLC, and Duluth Holdings, Inc. have entered
into an Amended and Restated Development Agreement, subject to the approval of the
City Council, pursuant to which City will convey the Property to Walter Development, LLC,
and Walter Development, LLC will construct on the Property and on real property
previously conveyed by City to Walter Development, LLC certain Improvements described
in the Amended and Restated Development Agreement (the Facility); and
Whereas, Duluth Holdings. Inc. will retain employees and employ new employees at
the Facility; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of City to approve the Amended and Restated Development Agreement, including
the conveyance of the Property to Walter Development, LLC; and
Whereas, the Development Agreement provides for the issuance by City of
economic development grants to Duluth Holdings, Inc. and Walter Development, LLC,
referred to therein as Urban Renewal Tax Increment Revenue Grant Obligations, payable
032020ba1
eyr\kc k \ r i __
from the tax increment revenues collected in respect of the Improvements to be
constructed by Walter Development, LLC in accordance with the Amended and Restated
Development Agreement, for the purpose of carrying out the objectives of an Urban
Renewal Plan as hereinafter described; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City of Dubuque intends to dispose of its interest in the
foregoing -described Property by Deed to Walter Development, LLC pursuant to the
proposed Amended and Restated Development Agreement.
Section 2. The City Clerk is hereby authorized and directed to cause this
Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a
public hearing on the City's intent to dispose of the foregoing -described Property, to be held
on the 6th day of April, 2020 at 6:30 p.m. in the City Council Chambers at the Historic Federal
Building, 350 W. 6th Street, Dubuque, Iowa.
Section 3. The City Council will also meet at said time and place for the purpose
of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations and the execution of the Amended and Restated Development Agreement
relating thereto with Walter Development, LLC and Duluth Holdings, Inc., the proceeds of
which obligations will be used to carry out certain of the special financing activities described
in the Urban Renewal Plan for the Dubuque Industrial Center Economic Development
District, consisting of the funding of economic development grants to Walter Development,
LLC and Duluth Holdings, Inc. pursuant to the Amended and Restated Development
Agreement under the terms and conditions of said Urban Renewal Plan. It is expected that
the aggregate amount of the Tax Increment Revenue obligations will be approximately
$2,630,000.
Section 4. The City Clerk is hereby directed to cause at least one publication to
be made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City, said
publication to be not less than four days nor more than twenty days before the date of
said meeting on the disposal of the City's interest in the Property and the issuance of said
obligations.
Section 5. That the notice of the proposed action shall be in substantially the
form attached hereto.
2
Attest:
Passed, approved and adopted this 25th day of March 2020.
%! ��
Kevin $. Firnstahl, ity Clerk
Roy D. uol, Mayor
3
CERTIFICATE of the CITY CLERK
STATE OF IOWA )
SS:
COUNTY OF DUBUQUE )
I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk
of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in
my possession or have access to the records of the proceedings of the City Council.
do further state that the hereto attached Resolution No. 100-20 and associated
Certificate 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 7th day of April, 2020.
Kevin S. Firnsfafil, AMC, City Clerk
STATE OF IOWA {SS:
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION
I, Kathy Goetzinger, 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:
March 30, 2020,
and for which the charge is $51.77
Subscribed to before me, a Notary kblic in and for
Dubuque County, Iowa,
this _ ( day of trLlA, , ,20c Q
Notary Pub gi, and for Dubuque Couu nty, Iowa.
JANET K. PAPE
r Commission Number 199659
My Comm. Exp. DEC 11, 2022
CITY OF DUBUQUE,
IOWA
OFFICIAL NOTICE
NOTICE OF A PUBLIC
HEARING OF THE
CITY COUNCIL OF THE
CITY OF DUBUQUE,
-IOWA, ON THE AP-
PROVAL OF AN.
AMENDED AND RE-
STATED DEVELOP-
MENT AGREEMENT BY
AND AMONG WAL-
TER •DEVELOPMENT,
LLC AND DULUTH
HOLDINGS, INC. PRO-
VIDING FOR THE SALE
OF CITY -OWNED REAL
ESTATE TO WALTER
DEVELOPMENT, LLC
AND AUTHORIZATION
FOR THE ISSUANCE
OF URBAN RENEWAL
TAX INCREMENT REV-
ENUE GRANT OBLI-
GATIONS PURSUANT
TO THE DEVELOP-
MENT AGREEMENT
PUBLIC NOTICE is
hereby given that the
City Council of the City
of Dubuque, Iowa, will
hold a public hearing
on'the 6th day of April,
2020, at 6:30 p.m. in the
City Council Chambers
at the Historic Federal
Building, 350 W. 6th St.,
Dubuque, Iowa, (and/
or by virtual means) at
which meeting the City
Council proposes to
take action to approve
an Amended and Re-
stated Development
Agreement . by and
among Walter Develop-
ment, LLC, and Duluth
Holdings, Inc., 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 City -owned real
estate and the is-
suance of economic
devefoprnent grants
(Urban Renewal Tax In-
crement Revenue
Grant Obligations) de-
scribed therein in order
to carry out the pur-
poses and objectives of
the Urban Renewal -
Plan for the Dubuque
Industrial Center Eco-
nomic Development
District, consisting of
the funding of econom-
is development grants
for Walter Develop-
ment, LLC and Duluth
Holdings, Inc., under
the terms and condi-
tions of the Urban Re-
newal Plan for the.
Dubuque .Industrial
Center Economic De- ,
velopment District. The
aggregate amount of I
the Urban Renewal Tax
Increment Revenue
Grant Obligations can-
not be determined at
the present time but is
not expected to exceed
$2,630,000.
At the meeting, the
City Council will re-
ceive oral and written
objections from any
resident or property
owner of said City to
the above action. After
all objections have i
been received and con-
sidered, the City Coun-
cil may at this meeting
or at any adjournment
thereof, authorize such
land disposition and
the issuance of the Ur-
ban Renewal Tax Incre-
ment Revenue Grant
Obligations or abandon
the _proposal. By order
of the City Council said i
hearing and appeals
therefrom shall be held
in accordance with and
governed by the provi-
sions of Section 403.9
of the Code of Iowa.
This notice is given by
order of the City Coun-
cil of the City of
Dubuque, Iowa, as pro-
vided by Chapter 403 of
the Code of Iowa.
Copies of supporting
documents for the pub-
lic hearing are on file ih
the City Clerk's Office,
City Hall, 50 W. 13th
St., Dubuque, Iowa, and
may be viewed during
normal working hours.
Agendas can be ac-
cessed at https://www.
cityofdubuque.org/
agendas.
Written comments re-
garding the above pub-
lic hearing should be'
submitted to the City
Clerk's Office, 50 W.
13th St., Dubuque, IA
52001, ctyclerk@cityof •
dubuque.org, on or be-
fore said time of public ;
hearing. At said time
and place of public
hearings all interested
citizens and parties
will be given an oppor-
tunity
to be heard for or
against said proposal. -
Individuals with limit-
ed English proficiency,
vision, hearing or
speech impairments or
requiring special assis-
tance should contact
the City Clerk's Office
at (563) 589-4100, TD_ D/
TTY (563) 690-6678,
ctyclerk@cityofdubuque.
org as soon as feasible.
Deaf or hard -of -hearing
individuals can use Re-
lay Iowa by dialing 711
or (800) 735-2942.
Dated this 27th day of
March 2020.
Kevin 5. Firnstahl
City Clerk
of Dubuque, Iowa
1t 3/30
Illlllllll ill III lllllllllllllllllll Illlllllll I'lllll lMilf llll
Doc ID: 010554520005 Type: GEN
Kind: RESOLUTION
Recorded: 08/20/2020 at 09:57:25 AM
Fee Amt: $27.00 Page 1 of 5
Dubuque County Iowa
John Murphy Recorder
File2020_00012321
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. 109-20
APPROVING AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY
AND AMONG THE CITY OF DUBUQUE, WALTER DEVELOPMENT, LLC, AND
DULUTH HOLDINGS, INC. FOR THE SALE OF CITY -OWNED PROPERTY
INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE
OBLIGATIONS
Whereas, the City Council, by Resolution No. 100-20, dated March 25, 2020, declared
its intent to dispose of an interest in City of Dubuque real estate pursuant to an Amended
and Restated Development Agreement by and among the City of Dubuque, Walter
Development, LLC, and Duluth Holdings, 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
Development Agreement on April 6, 2020 at 6:30 p.m. in the City Council Chambers at
the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; ((and/or by virtual means)
and
Whereas, it is the determination of the City Council that approval of the Amended and
Restated Development Agreement for redevelopment of property by Walter
Development, LLC, and Duluth Holdings, Inc., according to the terms and conditions set
out in the Amended and Restated 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 THAT:
Section 1. The Amended and Restated Development Agreement by and among the
City of Dubuque, Walter Development, LLC, and Duluth Holdings, Inc., a copy of which
is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue
Obligations, is hereby approved.
21oO ]--s,6\c\s fj
Section 2. The Mayor is hereby authorized and directed to execute the Amended and
Restated Development Agreement on behalf of the City of Dubuque and the City Clerk is
authorized and directed to attest to his signature.
Section 3. The City Manager is authorized to take such actions as are necessary to
comply with the terms of the Amended and Restated Development Agreement as herein
approved.
Passed, approved and adopted this 6th day of April 2020.
[YID
Roy D. Bud, Mayor
Attest:
Kevin 5. irnstahl, ity tle k
CERTIFICATE of the CITY CLERK
STATE OF IOWA )
COUNTY OF ❑UBUQUE )
I, Kevin S. Firnstahl, do
of the City of Dubuque,
my possession or have
do further state that the
copy of the original.
In Testimony Whereof, I
Iowa.
SS:
hereby certify that I am the duly appointed, qualified, City Clerk
Iowa, in the County aforesaid, and as such City Clerk, 1 have in
access to the records of the proceedings of the City Council. I
hereto attached Resolution No. 109-20 is a true and correct
hereunto set my hand and official seal of the City of Dubuque,
Dated at Dubuque, Iowa, on this Ph day of April, 2020,
Kev'�i S. Firnstahl, AMC, CityClerk
�
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 AMENDED AND RESTATED DEVELOPMENT AGREEMENT
An Amended and Restated Development Agreement by and among the City of
Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, Duluth Holdings, Inc.,
and Walter Development, LLC, was made regarding the following described premises:
Lot 2 McFadden Farm Place No. 5 in the City of Dubuque, Iowa
The Amended and Restated Development Agreement is dated for reference
purposes the e''' day of April, 2020, and contains covenants, conditions, and restrictions
concerning the sale and use of said premises.
This Memorandum of Amended and Restated Development Agreement is
recorded for the purpose of constructive notice. In the event of any conflict between the
provisions of this Memorandum and the Amended and Restated Development Agreement
itself, executed by the parties, the terms and provisions of the Amended and Restated
Development Agreement shall prevail. A complete counterpart of the Amended and
Restated 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 24 day of7C—.8.kt , 2020.
CITY OF DUBU'tJFI. IOWA
By:
Barry A. Lndahl, Senior Counsel
1
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this 241h day of July, 2020, before me, a Notary Public in and for the State of Iowa, in
and for said county, personally appeared Barry A. Lindahl, to me personally known, who
being by me duly sworn did say that he is the Senior Counsel of the City of Dubuque, a
Municipal Corporation and that said instrument was signed on behalf of said Municipal
corporation by authority and resolution of its City Council and said Senior Counsel
acknowledged said instrument to be the free act and deed of said Municipal Corporation
by it voluntarily executed.
A :_L<_%ai9Licl,v-1
Notary Public, Sta e of Iowa
2
'TRACEY L. STECKLEIt4
Commieaion Number 716018
My Camm. Exp. `/ • ]) ".3
1III1IIllllll llllflf IJIl III11 IIIllllllllllllll'llllllllllllllllll III
Doc ID: 010554530003 Type: GEN
Kind: SPECIAL WARRANTY DEED
Recorded; 08/20/2020 at 09:58:52 AM
Fee Amt: $22.00 Page 1 of 3
Revenue Tax: $0.00
Dubuque County Iowa
John Murphy Recorder
Fi1e2020_00012322
Prepared by: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113
Tax Statement to:
Walter Development, LLC
Attn: Tim Hodge, Managing Member
7465 Chavenelle Road
Dubuque, IA 52002
SPECIAL WARRANTY DEED
The City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor),
in consideration of the Grantee named below undertaking the obligations of the Developer
under the Development Agreement described below and the sum of Ten and no/100
Dollars ($10.00) in hand paid, and other good and valuable consideration, and pursuant
to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY
unto Walter Development, LLC, an Iowa limited liability company (Grantee), the following
legally described property situated in the County of Dubuque, State of Iowa, to wit (the
Property):
Lot 2 McFadden Farm Place No. 5
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. 109-20 of the City
Council of the City of Dubuque adopted the 6th day of April, 2020, 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 Amended and Restated Development Agreement executed by Grantor and
Grantee herein, dated the 6th day of April, 2020 (the Agreement), a memorandum of which
was recorded on the 2O+ day of tts , 200, in the records of the Recorder of
Dubuque County, Iowa, Instrument Nu ber Q2o2c - I).3ap _ I a31
Promptly after completion of the improvements and payment in full of the Purchase
Price for the Property in accordance with the provisions of the Agreement, Grantor will
furnish Grantee with a Certificate of Completion in the form set forth in the Agreement.
072120bal
o ca �e�n:I1c1 +ITI1es11,.
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.
Ali 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 of , 2020 at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
LJBy: f�
Roy D. 06ol, Mayor
2
ATTEST:
By:
Kevin/8. Firnstah`C, City Clerk
STATE OF IOWA
}
COUNTY OF ❑UBUQUE j
SS
On this 'day of ,,.\t,4,\ , 2020, before me a Notary Public in and
for said County, personally appeared Ray 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.
TRISH L. GLEASON
Commission Number 719986
My Commission 're
t k
Notary Public in and for Dubuque County, Iowa
3
u
u
Doc ID: 010554540002 Type GWH
Kind: GROUNDWATER HAZARD
Recorded: 08/20/2020 at 09:59:23 AM
Fee Amt: $0.00 Page 1 of 2
Dubuque County Iowa
John Murphy Recorder
Fi1e2020-00001638
REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT
TO BE COMPLETED BY TRANSFEROR
TRANSFEROR:
Name City of Dubuque, Iowa
Address 50 West 13th Street Dubuque Iowa 52001
Number and Street or RR City, Town or P.O. State Zip
TRANSFEREE:
Name Walter Development, LLC
Address 7465 Chavenelle Road Dubuque Iowa 52002
Number and Street or RR City, Town or P.O. State Zip
Address of Property Transferred:
5955 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 McFadden Farm Place No. 5 in the City of
Dubuque, Iowa
1. Wells (check one)
X There are no known wells situated on this property.
_ There is a well or wells situated on this property. The type(s), location(s) and legal status are
stated below or set forth on an attached separate sheet, as necessary.
2. Solid Waste Disposal (check one)
X There is no known solid waste disposal site on this property.
There is a solid waste disposal site on this property and information related thereto is provided
in Attachment #1, attached to this document.
3. Hazardous Wastes (check one)
X There is no known hazardous waste on this property.
There is hazardous waste on this property and information related thereto is provided in
Attachment #1, attached to this document.
4. Underground Storage Tanks (check one)
X There are no known underground storage tanks on this property. (Note exclusions such as
small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in
instructions.)
There is an underground storage tank on this property. The type(s), size(s) and any known
substance(s) contained are listed below or on an attached separate sheet, as necessary.
FILE WITH RECORDER DNR form 542-0960 (July 18, 2012)
5. Private Burial Site (check one)
X There are no known private burial sites on this property.
There is a private burial site on this property. The location(s) of the site(s) and known
identifying information of the decedent(s) is stated below or on an attached separate sheet, as
necessary.
6. Private Sewage Disposal System (check one)
All buildings on this property are served by a public or semi-public sewage disposal system.
X This transaction does not involve the transfer of any building which has or is required by law to
have a sewage disposal system.
There is a building served by private sewage disposal system on this property or a building
without any lawful sewage disposal system. A certified inspector's report is attached which
documents the condition of the private sewage disposal system and whether any modifications
are required to conform to standards adopted by the Department of Natural Resources. A
certified inspection report must be accompanied by this form when recording.
There is a building served by private sewage disposal system on this property. Weather or
other temporary physical conditions prevent the certified inspection of the private sewage
disposal system from being conducted. The buyer has executed a binding acknowledgment
with the county board of health to conduct a certified inspection of the private sewage disposal
system at the earliest practicable time and to be responsible for any required modifications to
the private sewage disposal system as identified by the certified inspection. A copy of the
binding acknowledgment is attached to this form.
_ There is a building served by private sewage disposal system on this property. The buyer has
executed a binding acknowledgment with the county board of health to install a new private
sewage disposal system on this property within an agreed upon time period. A copy of the
binding acknowledgment is provided with this form.
There is a building served by private sewage disposal system on this property. The building to
which the sewage disposal system is connected will be demolished without being occupied. The
buyer has executed a binding acknowledgment with the county board of health to demolish the
building within an agreed upon time period. A copy of the binding acknowledgment is provided
with this form. [Exemption #9]
_ This property is exempt from the private sewage disposal inspection requirements pursuant to
the following exemption [Note: for exemption #9 use prior check box]:
The private sewage disposal system has been installed within the past two years pursuant to
permit number
Information required by statements checked above should be provided here or on separate
sheets attached hereto:
I HEREBY DECLARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM
AND THAT THE /I1d'ORMATION STATED ABOVE IS TRUE AND CORRECT.
Signature:
(Transfer[or Agent)
FILE WITH RECORDER
Telephone No.: (563) 583-4113
DNR form 542-0960 (July 18, 2012)