Amended and Restated Development Agreement with Conlon Johnson Development, Sedgwick CMSTHE CITY OF
Du13
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
Ibtril
AI-Medea City
1111 I
2007
SUBJECT: Amended and Restated Development Agreement with Conlon Johnson
Development, LLC. for Sedgwick CMS
DATE: September 22, 2010
Economic Development Director Dave Heiar recommends that a public hearing be set
for October 18, 2010, to consider an amendment to the Conlon Johnson Development
Agreement approved on August 21, 2006, and further amended on May 21, 2007.
The following are the major components of the Amended and Restated Development
Agreement to accommodate the Company's continued growth in the Technology Park:
1) The Developer will commit to retain 207 jobs at the facility and create an
additional 106 jobs.
2) The Developer will construct a 14,000 sq ft addition to the facility at a cost of not
less than $2,000,000.
3) Purchase 2.51 acres on Digital Drive to create additional parking for the
Company. The purchase price is $251,000 ($100,000 per acre for 2.51 acres).
4) An acquisition grant of $125,500 ($50,000 per acre for 2.51 acres).
5) Six years of TIF Rebates on the addition to the facility and the new parking area.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM:jh
Attachment
Mi hael C. Van Milligen
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
Rick Dickinson, Executive Director & Chief Operating Officer, Greater Dubuque
Development Corporation
Masterpiece on the Mississippi
TO:
FROM:
SUBJECT:
DATE:
Michael Van Milligen, City Manager
David J. Heiar, Economic Development Director h.
Dubuque
AEUmmica city
1
2007
Amended and Restated Development Agreement with Conlon Johnson
Development, LLC. for Sedgwick CMS.
September 22, 2010
INTRODUCTION
This memorandum presents for City Council consideration and setting a public hearing
on an amendment to the Conlon Johnson Development Agreement approved on August
21, 2006 and further amended on May 21, 2007.
BACKGROUND
Since the original Conlon Johnson Development Agreement was approved, much has
changed. Employment at Sedgwick CMS, the major tenant in the building, continues to
grow at a rapid pace. The original building provided 18,000 sq ft of leased space for
Sedgwick. The remaining 4,000 sq ft is the home for Straka Johnson Architects, P.C.
Sedgwick had initially committed to 75 jobs in 2006, increased to 110 jobs in 2007, and
today has 207 employees at the facility. The initial building project was increased by
6,000 sq ft to accommodate Sedgwick's growth.
Based on the percentage of the building utilized by Sedgwick, the original development
agreement provided for an 82% TIF rebate. With the building addition and additional
jobs, 88% of the building was leased by Sedgwick. The First Amendment to the
Development Agreement increased the TIF rebate to reflect this expansion.
Since the 2007 Amendment, the owners of the facility created a condominium
association to divide the property into Unit A, which is the Sedgwick leased space, and
Unit B, the offices for Straka Johnson Architects.
DISCUSSION
Sedgwick has committed to create an additional 106 jobs at the Dubuque facility and 44
jobs at a new location in Bellevue, Iowa. The cities of Dubuque and Bellevue submitted
a joint application for assistance from the Iowa Department of Economic Development
(IDED) which was approved by the City Council on August 18, 2010. With that
application, the City committed to utilizing TIF as a local match for this project. The
IDED board approved a $310,900 award for the 106 Dubuque jobs on August 19, 2010.
The following are the major components of the Amended and Restated Development
Agreement to accommodate the Company's continued growth in the Technology Park:
1) The Developer will commit to retain 207 jobs at the facility and create an additional
106 jobs.
2) The Developer will construct a 14,000 sq ft addition to the facility at a cost of not less
than $2,000,000.
3) Purchase 2.51 acres on Digital Drive to create additional parking for the Company.
The purchase price is $251,000 ($100,000 per acre for 2.51 acres).
4) An acquisition grant of $125,500 ($50,000 per acre for 2.51 acres).
5) Six years of TIF Rebates on the addition to the facility and the new parking area.
Other details of the Amended and Restated Development Agreement can be found in
the attached Development Agreement.
RECOMMENDATION
That the City Council set a public hearing on the Amended and Restated Development
Agreement with Conlon Johnson Development, LLC which authorizes the sale of 2.51
acres of land in the Dubuque Technology Park.
Attachment
F: \USERS \Econ Dev \Conlon Johnson Architects\20100922 Conlon Johnson Amended DA memo.doc
Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583 -4113
Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583 -4113
RESOLUTION NO. 393 -10
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE
AND
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX
INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF AN AMENDED
AND RESTATED DEVELOPMENT AGREEMENT RELATING THERETO WITH
CONLON JOHNSON DEVELOPMENT LLC, AND PROVIDING FOR THE
PUBLICATION OF NOTICE THEREOF
Whereas, the City of Dubuque, Iowa (City) is the owner of the following real property
(the Property);
Lot 2 -1 of Dubuque Technology Park No. 3 in the City of Dubuque, Iowa, according to
the recorded plat thereof
And
Whereas, City and Conlon Johnson Development LLC have entered into an
Amended and Restated Development Agreement, subject to the approval of the City
Council, a copy of which is now on file at the Office of the City Clerk, City Hall, 13 and
Central Avenue, Dubuque, Iowa, pursuant to which City will convey the Property to Conlon
Johnson Development LLC; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement, including the conveyance of
the Property to Conlon Johnson Development LLC; and
Whereas, it is deemed necessary and advisable that City should authorize Urban
Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code
of Iowa, and to enter into the Development Agreement relating thereto for the purpose
of carrying out 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 Conlon Johnson Development LLC.
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 18 day of October, 2010, at 6:30 o'clock p.m. in the City Council Chambers at
the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa.
Section 3. The City Council will also meet at said time and place for the
purpose of taking action on the matter of authorizing Urban Renewal Tax Increment
Revenue obligations and the execution of the Development Agreement relating thereto
with Conlon Johnson Development LLC, the proceeds of which obligations will be used
to carry out certain of the special financing activities described in the Urban Renewal
Plan for the Dubuque Industrial Center South Economic Development District,
consisting of the funding of economic developments grants to Conlon Johnson
Development LLC pursuant to the Development Agreement under the terms and
conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the
Tax Increment Revenue obligations will be approximately $467,800.
Section 4. The Clerk is hereby directed to cause at least one publication to be
made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City,
said publication to be not less than four days nor more than twenty days before the date
of said meeting on the issuance of said obligations.
Section 5. That the notice of the proposed action to issue said obligations
shall be in substantially the form attached hereto.
Passed, approved and adopted this 4 day of October, 2010.
Jeanne F. Schneider, CMC
City Clerk
aria A. Braig, Mayor P
NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF
URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE
EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH
CONLON JOHNSON DEVELOPMENT LLC, AND DISPOSING OF THE CITY'S
INTEREST IN CERTAIN REAL ESTATE
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will
hold a public hearing on the 18 day of October, at 6:30 o'clock p.m. in the City Council
Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa, at which
meeting the City Council proposes to take action disposing of the City's interest by
Deed to Conlon Johnson Development LLC in the following described real estate:
Lot 2 -1 of Dubuque Technology Park No. 3 in the City of Dubuque, Iowa, according to
the recorded plat thereof
And for the authorization of Urban Renewal Tax Increment Revenue obligations and the
execution of a Development Agreement relating thereto with Conlon Johnson
Development LLC, in order to carry out certain of the special financing activities in the
Urban Renewal Plan for the Dubuque Industrial Center South Economic Development
District, consisting of the funding of economic development grants to Conlon Johnson
Development LLC, pursuant to a Development Agreement entered into with Conlon
Johnson Development LLC 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 $467,800.
At the meeting, the City Council will receive oral and written objections from any
resident or property owner of said City to the above action. After all objections have
been received and considered, the City Council may at this meeting or at any
adjournment thereof, take additional action for the disposition of the City's interest in
such real estate above, the approval of the Development Agreement, and authorization
of such Tax Increment Revenue obligations or will abandon the proposal. By order of
the City Council said hearing and appeals therefrom shall be held in accordance with
and governed by the provisions of Section 403.9 of the Code of Iowa.
This notice is given by order of the City Council of the City of Dubuque, Iowa, as
provided by Chapter 403 of the Code of Iowa.
Dated this 4 day of October, 2010.
Jeanne F. Schneider
City Clerk of Dubuque, Iowa
F: \USERS \Econ Dev \Conlon Johnson Architects \20101004 Conlon Johnson Phase II Public Hearing Reso.doc
AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE
AND
CONLON JOHNSON DEVELOPMENT, LLC
This Amended and Restated Development Agreement, dated for reference
purposes the day of , 2010 (the Agreement), by and between the City of
Dubuque, Iowa, a municipality (City), established pursuant to the Iowa Code and
acting under authorization of Iowa Code Chapter 403, as amended (Urban Renewal
Act), and Conlon Johnson Development, LLC, with its principal place of business at
Dubuque, Iowa (Developer).
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City
has undertaken an Urban Renewal project (the Project) to advance the
community's ongoing economic development efforts; and
WHEREAS, the Project is located within the Dubuque Industrial Center
South 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 South Economic
Development District, approved by the City Council of City on April 7, 1997, and as
subsequently amended through and including the date hereof, (as amended,
attached hereto as Exhibit A)(the Urban Renewal Plan); and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of
this Agreement and in the form attached hereto, has been recorded among the land
records in the office of the Recorder of Dubuque County, Iowa; and
WHEREAS, City and Developer entered into a Development Agreement,
dated for reference purposes the 21 day of August, 2006 (the Original
Agreement); and
WHEREAS, Developer agreed to construct for the occupancy of Straka
Johnson Architects, P.C. a home office space to maintain and expand its multistate
business operations and employment in the Project Area and lease a regional
office to Sedgwick Claims Management Services, Inc. (Sedgwick), a multistate
claims management firm; and
092810bal
WHEREAS, the Sedgwick office space is the regional office for a multistate
business and the Straka Johnson office space is a home office for a multistate
business as provided in Iowa Code § 403.8(2); and
WHEREAS, City sold to Developer 4.694 acres, legally described as Lot 4 of
Block 1, Dubuque Technology Park in the City of Dubuque, Iowa, according to the
recorded plat thereof identified on Exhibit B, attached, and Lot 1 of Dubuque
Technology Park No. 2 in the City of Dubuque, Iowa, according to the recorded plat
thereof, identified on Exhibit B -1, each in the City of Dubuque, Dubuque County,
Iowa, together with all easements, tenements, hereditaments, and appurtenances
belonging thereto so that Developer could develop the property, located in the
Project Area, for the construction, use and occupancy of two office buildings with
appurtenant uses which City has determined and represented to Developer is in
accordance with the uses specified in the Urban Renewal Plan and in accordance
with this Agreement; and
WHEREAS, Developer sold a part of Lot 4 of Block 1, Dubuque Technology
Park in the City of Dubuque, Iowa, according to the recorded plat thereof identified
on Exhibit B, attached, and Lot 1 of Dubuque Technology Park No. 2 in the City of
Dubuque, Iowa, according to the recorded plat thereof, and retained Unit A of Lot 4
of Block 1, Dubuque Technology Park in the City of Dubuque, Iowa, according to
the recorded plat thereof identified on Exhibit B, attached, and Lot 1 of Dubuque
Technology Park No. 2 in the City of Dubuque, Iowa, according to the recorded plat
thereof (the Phase I Development Property); and
WHEREAS, Developer has completed the construction required by the
Original Agreement but there remain other obligations of the parties under the
Original Agreement; and
WHEREAS, Developer now desires to acquire additional property from City
for the expansion of the project in the Original Agreement, legally described as Lot
2 -1 of Dubuque Technology Park No. 3 (the Phase II Development Property); and
WHEREAS, the parties desire to enter into this Agreement to amend and
restate the right and obligations; and
WHEREAS, City believes that the development of the Phase I Development
Property and the Phase II Development Property, referred to collectively as 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.
2
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. PHASED DEVELOPMENT. The Property has been and will be
developed in two phases, the Phase I Development and the Phase II Development.
1.1. Phase I Development. The Phase I Development is for Unit A on Lot 4 of
Block 1, Dubuque Technology Park in the City of Dubuque, Iowa, according to the
recorded plat thereof identified on Exhibit B, attached, and Lot 1 of Dubuque
Technology Park No. 2 in the City of Dubuque, Iowa, according to the recorded plat
thereof (Phase I Property).
(1) Conveyance Of Phase I Development Property To Developer;
Purchase Price. The purchase price for the Phase I Development Property
(the Purchase Price) was the sum of seventy eight thousand, five hundred
Dollars ($78,500.00) per acre (subject to the Acquisition Grant described in
paragraph 3.1 below.
(2) Development Activities.
(a) Required Minimum Improvements. City acknowledges that
Developer has constructed a commercial office building which will be
located on both the south and north parts of Phase I Development
Property, as shown on the site plan, Exhibit B, all as more particularly
depicted and described on the plans and specifications delivered to
and approved by City as contemplated in this Agreement. Developer
has constructed on the south part of the Phase I Development
Property an office facility of not less than four thousand square feet of
floor space along with necessary sitework as contemplated in this
Agreement at a cost of approximately $400,000.00.
(b) Developer has constructed on the north part of the Phase I
Development Property an office facility of not less than 18,000 square
feet of floor space along with necessary site work as contemplated in
this Agreement at a cost of approximately $2,750,000.
(3) City Participation.
(a) The Acquisition Grant of $39,250.00 was payable in the form of
a credit favoring Developer at time of Closing with the effect of directly
offsetting a portion of the purchase price obligation of Developer.
(b) Economic Development Grant to Developer.
3
(1) For and in consideration of Developer's obligations
hereunder, and in furtherance of the goals and objectives of
the urban renewal plan for the Project Area and the Urban
Renewal Law, City has made and will make, subject to
Developer being and remaining in compliance with the terms of
this Agreement, twenty (20) consecutive semi - annual payments
(such payments being referred to collectively as the Economic
Development Grants) to the Developer:
November 1, 2009
November 1, 2010
November 1, 2011
November 1, 2012
November 1, 2013
November 1, 2014
November 1, 2015
November 1, 2016
November 1, 2017
November 1, 2018
May 1, 2010
May 1,2011
May 1, 2012
May 1,2013
May 1,2014
May 1,2015
May 1,2016
May 1,2017
May 1, 2018
May 1,2019
pursuant to Iowa Code Section 403.9 of the Urban Renewal
Law, in amounts equal to the actual amount of tax increment
revenues paid by Developer and 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 Minimum Improvements constructed by
Developer (the Developer Tax Increments). Developer
recognizes and agrees that the Economic Development Grants
shall be paid solely and only from the incremental taxes
collected by City in respect to the 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, and any other portion required to be excluded
by Iowa law, and thus such incremental taxes will not include
all amounts paid by Developer as regular property taxes.
(2) To fund the Economic Development Grants, City shall
certify to the County prior to December 1 of each year,
commencing December 1, 2007, its request for the available
Developer Tax Increments resulting from the assessments
imposed by the County as of January 1 of the following year, to
be collected by City as taxes are paid during the following fiscal
4
1.2. Phase II Development.
year and which shall thereafter be disbursed to the Developer
on November 1 and May 1 of that fiscal year. (Example: if City
so certifies by December, 2007, the Economic Development
Grants in respect thereof would be paid to the Developer on
November 1, 2009, and May 1, 2010.
(3) The Economic Development Grants shall be payable
from and secured solely and only by the Developer Tax
Increments paid to City that, upon receipt, shall be deposited
and held in a special account created for such purpose and
designated as the Conlon Johnson TIF Account of City. City
hereby covenants and agrees to maintain its TIF ordinance in
force during the term hereof and to apply the incremental taxes
collected in respect of the Minimum Improvements and
allocated to the Conlon Johnson TIF Account to pay the
Economic Development Grants, as and to the extent set forth
in Section 3.2(1) hereof. The Economic Development Grants
shall not be payable in any manner by other tax increments
revenues, or by the remaining actual amount of tax increment
revenues paid by Developer to City, or by general taxation or
from any other City funds. City makes no representation with
respect to the amounts that may be paid to Developer as the
Economic Development Grants in any one year and under no
circumstances shall City in any manner be liable to Developer
so long as City timely applies the Developer Tax Increments
actually collected and held in the Conlon Johnson TIF Account
(regardless of the amounts thereof) to the payment of the
Economic Development Grants to Developer as and to the
extent described in this Section.
(4) City shall be free to use any and all tax increment
revenues collected in respect of other properties within the
Project Area and the remaining actual amount of tax increment
revenues paid by Developer to City, or any available Developer
Tax Increments resulting from the termination of the annual
Economic Development Grants under Section 3.2 hereof, for
any purpose for which such tax increment revenues may
lawfully be used pursuant to the provisions of the Urban
Renewal Law, and City shall have no obligations to Developer
with respect to the use thereof.
(1) Conveyance Of Phase I I Development Property To Developer.
5
(a) Purchase Price. The purchase price for the Phase II
Development Property (the Purchase Price) shall be the sum of One
Hundred Thousand Dollars ($100,000) per acre for 2.51 acres or a
total of $ 251,000, subject to the Acquisition Grant described in
paragraph 3.1 below, which shall be due and payable by Developer in
immediately available funds in favor of City, on or before
or on such other date as the parties may mutually
agree (the Closing Date).
(b) Title to Be Delivered. City agrees to convey good and
marketable fee simple title in the Phase II Development 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 5.3, below:
(1) City, at its sole cost and expense, shall deliver to
Developer an abstract of title to the Phase II Development
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 Phase II Development
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 Date to
render objections to title, including any easements or other
encumbrances not satisfactory to Developer, in writing to City.
Developer agrees, however, to review the Abstract promptly
following Developer's receipt of Developer's land survey and
the Abstract and to promptly provide City with any objections to
title identified therein. Nothing herein shall be deemed to limit
Developer's rights to raise new title objections with respect to
matters revealed in any subsequent title examinations and
surveys and which were not identified in the Abstract provided
by the City. City shall promptly exercise its best efforts to have
such title objections removed or satisfied and shall advise
Developer of intended action within ten (10) days of such
action. If City shall fail to have such objections removed as of
the Closing Date, 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
6
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.
(c) Rights of Inspection, Testing and Review. Developer, its
counsel, accountants, agents and other representatives, shall have
full and continuing access to the Phase II Development Property and
all parts thereof, upon reasonable notice to City. Developer and its
agent and representatives shall also have the right to enter upon
Phase II Development Property at any time after the execution and
delivery hereof for any purpose whatsoever, including inspecting,
surveying, engineering, test boring, performance of 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 Phase II Development Property (except for
any damage, claim, liability or cause of action arising from conditions
existing prior to any such entry upon the Phase II Development
Property), and shall have the further right to make such inquiries of
governmental agencies and utility companies, and to make such
feasibility studies and analyses as it considers appropriate.
(d) Representations and Warranties of City. In order to induce
Developer to enter into this Agreement and purchase the Phase II
Development Property, City hereby represents and warrants to
Developer that to the best of City's knowledge:
(1) There is no action, suit or proceeding pending, or to the
best of City's knowledge, threatened against City which might
result in any adverse change in the Phase II Development
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 Phase II Development 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 Phase II Development
Property and there are no pending or intended public
improvements or special assessments affecting the Phase II
Development Property which will result in any charge or lien be
levied or assessed against the Phase II Development Property.
(3) All leases, contracts, licenses, and permits between City
and third parties in connection with the maintenance, use, and
operation of the Phase II Development 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 to
the Phase II Development Property.
(5) The Phase II Development Property has a permanent
right of ingress or egress to a public roadway for the use and
enjoyment of the Phase II Development Property.
(6) There are no notices, orders, suits, judgments or other
proceedings relating to fire, building, zoning, air pollution,
health violations or other matters that have not been corrected.
City has notified Developer in writing of any past notices,
orders, suits, judgments or other proceedings relating to fire,
building, zoning, air pollution or health violations as they relate
to the Phase II Development Property of which it has actual
notice. The Phase II Development 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 that
have been furnished to the Phase II Development 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
Phase II Development Property.
(8) The Phase II Development 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 Phase II Development Property
being conveyed are bound, nor shall the execution, delivery
8
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 Phase II
Development 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 that it has full power and authority to execute,
deliver and perform its obligations under this Agreement. City's
attorney shall issue a legal opinion to Developer at time of
closing confirming the representation contained herein, in the
form attached hereto as Exhibit C.
(11) The Phase I I Development Property is free and clear of
any occupants, and no party has a lease to or other occupancy
or contract right in the Phase II Development Property that
shall in anyway be binding upon the Phase II Development
Property or Developer.
(12) City represents and warrants that any fees or other
compensation which may be owed to a broker engaged directly
or indirectly by City in connection with the purchase and sale
contemplated in this Agreement are the sole responsibility and
obligation of City and that City will indemnify Developer and
hold Developer harmless from any and all claims asserted by
any broker engaged directly or indirectly by City for any fees or
other compensation related to the subject matter of this
Agreement.
(13) City shall exercise its best efforts to cooperate 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 Phase II Development Property, and to City's
knowledge after reasonable investigation with respect to the
time before City owned or occupied the Phase II Development
Property, no person or entity has caused or permitted materials
to be stored, deposited, treated, recycled, or disposed of on,
under or at the Phase II Development Property, which
materials, if known to be present, would require cleanup,
9
removal or some other remedial action under environmental
laws.
(16) All city utilities necessary for the development and use
of the Phase II Development Property as intended adjoin the
Phase II Development Property and Developer shall have the
right to connect to said utilities, subject to City's connection
fees.
(17) No ordinance, covenant or other provision prohibits the
construction of a condominium office building on the Phase II
Development Property.
(18) 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.
(e) Conditions to Closing. The closing of the transaction
contemplated by this Agreement and all the obligations of Developer
under this Agreement are subject to fulfillment, on or before the
Closing Date, of the following conditions:
(1) The representations and warranties made by City in
Section 1.4 shall be correct as of the Closing Date with the
same force and effect as if such representations were made at
such time. At the closing, City shall deliver a certificate to that
effect in the form of Exhibit G.
(2) Title to the Phase II Development Property shall be in
the condition warranted in Section 1.4.
(3) Developer, in its sole and absolute discretion, having
completed and approved of any inspections done by Developer
hereunder.
(4) Developer having obtained any and all necessary
governmental approvals, including without limitations approval
of zoning, subdivision or platting which might be necessary or
desirable in connection with the sale and transfer and
development of the Phase II 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
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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, 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 Phase II
Development Property by Developer, and the construction, use
and occupancy of the project with the intent and understanding
that Developer and its lenders and attorneys will rely upon
same in establishing their agreement and time frames for
construction, use and occupancy, lending on the project and
issuing legal opinions in connection therewith; and (d) to
cooperate fully with Developer to streamline and facilitate the
obtaining of such permits, approvals and consents.
(5) City having completed all required notice to or prior
approval, consent or permission of any federal, state or
municipal or local governmental agency, body, board or official
to the sale of the Phase II Development Property; and
consummation of the closing by City shall be deemed a
representation and warranty that it has obtained the same.
(6) Developer and City shall be in material compliance with
all the terms and provisions of this Agreement.
(7) Developer shall have furnished City with evidence, in a
form satisfactory to City (such as a letter of commitment from a
bank or other lending institution), that Developer has firm
financial commitments in an amount sufficient, together with
equity commitments, to complete the Minimum Improvements
(as defined herein) in conformance with the Construction Plans
(as defined herein), or City shall have received such other
evidence of such party's financial ability as in the reasonable
judgment of City is required.
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(8) Receipt of an opinion of counsel to Developer in the
form attached hereto as Exhibit D.
(9) Developer shall have the right to terminate this
Agreement at any time prior to the consummation of the closing
on the Closing Date if Developer determines in its sole
discretion that conditions necessary for the successful
completion of the Project contemplated herein have not been
satisfied to the full satisfaction of such party in such party's sole
and unfettered discretion. Upon the giving of notice of
termination by such terminating party to the other parties to this
Agreement, this Agreement shall be deemed null and void.
(f) Closing. The closing of the purchase and sale shall take place
on the Closing Date. Exclusive possession of the Phase II
Development 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 shall have
been satisfied or waived.
(g) City's Obligations at Closing. At or prior to the Closing Date,
City shall:
(1) Deliver to Developer City's duly recordable Special
Warranty Deed to the Phase 11 Development Property (in the
form attached hereto as Exhibit E (Deed) conveying to
Developer marketable fee simple title to the Phase 11
Development 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 5.3 below.
(2) Deliver to Developer the Abstract of Title to the Phase II
Development Property.
(3) Deliver to Developer such other documents as may be
required by this Agreement, all in a form satisfactory to
Developer.
(h) 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
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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.
(i) 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, if any, 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.
(2) Developer shall pay the following costs in connection
with the closing:
(a) The recording fee necessary to record the Deed.
(b) Developer's attorney's fees.
(c) Developer's broker and /or real estate
commissions and fees, if any.
(j) Real Estate Taxes. City shall pay all real estate taxes for all
fiscal years that end prior to the Closing Date. Real estate taxes for
the fiscal year in which the Closing Date occurs shall be prorated
between City and Developer to the 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 Phase II Development Property shall be based
upon such taxes for the year currently payable.
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(2) Development Activities.
a. Required Minimum Improvements. Developer agrees to
construct the following Phase II Minimum Improvements:
(1) 14,000 square foot additional floor space at a cost of not
less than $2 Million Dollars on the Phase I Property;
(2) Parking and site improvements and landscaping on the
Phase II Property.
b. Plans for Construction of Minimum Improvements. Plans and
specifications with respect to the development of Property and the
construction of Minimum Improvements thereon (the Construction
Plans) shall be in conformity with Urban Renewal Plan, this
Agreement, and all applicable state and local laws and regulations,
including but not limited to any covenants, conditions, restrictions,
reservations, easements, liens and charges, recorded in the records
of Dubuque County, Iowa. Developer shall submit to City, for
approval by City, plans, drawings, specifications, and related
documents with respect to the improvements to be constructed by
Developer on the Property. All work with respect to the Minimum
Improvements shall be in substantial conformity with the Construction
Plans approved by City.
c. Timing of Improvements. Developer hereby agrees that
construction of Minimum Improvements on the Property shall be
commenced within three (3) months after the Closing Date, and shall
be substantially completed by December 31, 2011. The time frames
for the performance of these obligations shall be suspended due to
unavoidable delays meaning delays, outside the control of the party
claiming its occurrence in good faith, which are the direct result of
strikes, other labor troubles, unusual shortages of materials or labor,
unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third
parties which, by injunction or other similar judicial action or by the
exercise of reasonable discretion directly results in delays, or acts of
any federal, state or local government which directly result in
extraordinary delays. The time for performance of such obligations
shall be extended only for the period of such delay.
d. Certificate of Completion. Promptly following the request of
Developer upon completion of the Minimum Improvements, City shall
furnish Developer with an appropriate instrument so certifying. Such
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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
Minimum Improvements. The Certificate of Completion shall waive all
rights of re- vestment of title in City as provided in Section 5.3, and the
Certificate of Completion shall so state.
e. 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.
(3) City Participation.
a. Acquisition Grant to Developer. For and in consideration of
Developer's obligations hereunder to construct Minimum
Improvements, City agrees to make an Acquisition Grant to Developer
on the Closing Date, or such other date as the parties shall mutually
agree upon in writing, in the amount of $ 50,000 per acre for 2.51
acres purchased for a total of $125,500. The parties agree that the
Acquisition Grant shall be payable in the form of a credit favoring
Developer at time of Closing with the effect of directly offsetting a
portion of the purchase price obligation of Developer.
b. Economic Development Grant to Developer.
(1) For and in consideration of Developer's obligations
hereunder, and in furtherance of the goals and objectives of
the urban renewal plan for the Project Area and the Urban
Renewal Law, City agrees, subject to Developer being and
remaining in compliance with the terms of this Agreement, to
make twelve (12) consecutive semi - annual payments (such
payments being referred to collectively as the Economic
Development Grants) to the Developer:
November 1, 2012
November 1, 2013
November 1, 2014
November 1, 2015
November 1, 2016
November 1, 2017
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May 1,2013
May 1,2014
May 1,2015
May 1,2016
May 1,2017
May 1,2018
pursuant to Iowa Code Section 403.9 of the Urban Renewal
Law, in amounts equal to a portion of the 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 Minimum
Improvements constructed by Developer (the Developer Tax
Increments). For purposes of calculating the amount of the
Economic Development Grants provided in this Section, the
Developer Tax Increments shall be only those tax increment
revenues collected by City in respect of the increase in the
assessed value of the Property above the assessment of
January 1, 2010 ($2,171,000). The Developer Tax Increments
shall not include (i) any property taxes collected for the
payment of bonds and interest of each taxing district, (ii) any
taxes for the regular and voter - approved physical plant and
equipment levy, (iii) the remaining actual amount of tax
increment revenues collected by City in respect of the
valuations of the Property prior to January 1, 2011 and (iv) any
other portion required to be excluded by Iowa law, and thus
such incremental taxes will not include all amounts paid by
Developer as regular property taxes.
(2) To fund the Economic Development Grants, City shall
certify to the County prior to December 1 of each year,
commencing December 1, 2011, its request for the available
Developer Tax Increments resulting from the assessments
imposed by the County as of January 1 of the following year, to
be collected by City as taxes are paid during the following fiscal
year and which shall thereafter be disbursed to the Developer
on November 1 and May 1 of that fiscal year. (Example: if City
so certifies by December, 2011, the Economic Development
Grants in respect thereof would be paid to the Developer on
November 1, 2011, and May 1, 2012.
(3) The Economic Development Grants shall be payable
from and secured solely and only by the Developer Tax
Increments paid to City that, upon receipt, shall be deposited
and held in a special account created for such purpose and
designated as the Conlon Johnson Phase II TIF Account of
City. City hereby covenants and agrees to maintain its TIF
ordinance in force during the term hereof and to apply the
incremental taxes collected in respect of the Minimum
Improvements and allocated to the Conlon Johnson Phase II
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SECTION 2 COVENANTS OF DEVELOPER
2.1 Job Creation.
TIF Account to pay the Economic Development Grants, as and
to the extent set forth in Section 3.2(1) hereof. The Economic
Development Grants shall not be payable in any manner by
other tax increments revenues, or by the remaining actual
amount of tax increment revenues paid by Developer to City, or
by general taxation or from any other City funds. City makes
no representation with respect to the amounts that may be paid
to Developer as the Economic Development Grants in any one
year and under no circumstances shall City in any manner be
liable to Developer so long as City timely applies the Developer
Tax Increments actually collected and held in the Conlon
Johnson Phase 11 TIF Account (regardless of the amounts
thereof) to the payment of the Economic Development Grants
to Developer as and to the extent described in this Section.
(4) City shall be free to use any and all tax increment
revenues collected in respect of other properties within the
Project Area and the remaining actual amount of tax increment
revenues paid by Developer to City, or any available Developer
Tax Increments resulting from the termination of the annual
Economic Development Grants under Section 3.2 hereof, for
any purpose for which such tax increment revenues may
lawfully be used pursuant to the provisions of the Urban
Renewal Law, and City shall have no obligations to Developer
with respect to the use thereof.
(1) Phase I Development. Developer shall ensure that Sedgwick CMS or
a different occupant of the Phase I Development Property employs one
hundred ten (110) full -time positions (2080 hours per year) in Dubuque, Iowa
at all times during the Term of this Agreement. In the event that any
certificate provided to City under Section 4.2 hereof discloses that Developer
does not as of that date have at least one hundred ten (110) positions as
provided hereinabove, Developer shall pay to City, promptly upon written
demand therefor, an amount equal to $1,373.42 ($151,076.00 divided by
110 positions). In addition, for the positions that Developer fails to provide
for any year during the Term of this Agreement, the semi - annual Economic
Development Grants for such year for the Phase I Development under
Section 3.2 shall be reduced by the percentage that the number of such
positions bears to the total number of positions required by this Section 4.1.
(2) Phase II Development. Developer shall also ensure that Sedgwick
CMS or a different occupant of the Phase I Development Property retains
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two hundred seven (207) full -time positions (2080 hours per year) and
creates one hundred six (106) new full -time positions (2080 hours per year)
in Dubuque, Iowa at all times during the Term of this Agreement. In the
event that any certificate provided to City under Section 4.2 hereof discloses
that Developer does not as of that date have at least three hundred thirteen
(313) positions as provided hereinabove, Developer shall pay to City,
promptly upon written demand therefor, an amount equal to $ 400.95
($125,500 divided by 313 positions). In addition, for the positions that
Developer fails to provide for any year during the Term of this Agreement,
the semi - annual Economic Development Grants for such year for the Phase
II Development under Section 3.2 shall be reduced by the percentage that
the number of such positions bears to the total number of positions required
by this Section 4.1.
2.2 Certification. To assist City in monitoring the performance of Developer
hereunder, each year during the term of this Agreement, a duly authorized officer of
Developer shall certify to City (a) the number of full time positions for Phase I and
Phase II, and (b) to the effect that such officer has re- examined the terms and
provisions of this Agreement and that at the date of such certificate, and during the
preceding twelve (12) months, Developer is not or was not in default in the
fulfillment of any of the terms and conditions of this Agreement and that no Event of
Default (or event which, with the lapse of time or the giving of notice, or both, would
become an Event of Default) is occurring or has occurred as of the date of such
certificate or during such period, or if the signer is aware of any such default, event
or Event of Default, said officer shall disclose in such statement the nature thereof,
its period of existence and what action, if any, has been taken or is proposed to be
taken with respect thereto. Such certificate shall be provided not later than July 1,
2009, and on July 1 of each year thereafter during the term of this Agreement.
SECTION 3. GENERAL REQUIREMENTS.
3.1 Books and Records. During the term of this Agreement, Developer shall
keep at all times proper books of record and account in which full, true and correct
entries will be made of all dealings and transactions of or in relation to the business
and affairs of Developer in accordance with generally accepted accounting
principles consistently applied throughout the period involved, and Developer shall
provide reasonable protection against loss or damage to such books of record and
account.
3.2 Real Property Taxes. From and after the Closing Date, Developer shall pay
or cause to be paid, when due, all real property taxes and assessments payable
with respect to all and any parts of the Property unless Developer's obligations have
been assumed by another person pursuant to the provisions of this Agreement.
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3.3 No Other Exemptions. During the term of this Agreement, Developer agrees
not to apply for any other state or local property tax exemptions which are available
with respect to the Development Property or the Minimum Improvements located
thereon that may now be, or hereafter become, available under state law or city
ordinance during the term of this Agreement, including those that arise under Iowa
Code Chapters 404 and 427, as amended.
3.4 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):
(a) 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;
(b) Insurance as set forth in the attached Insurance Schedule.
(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)
insurance as follows:
(a) All risk property insurance against Toss and /or damage to
Minimum Improvements under an insurance policy written in an
amount not less than the full insurable replacement value of Minimum
Improvements. The term "replacement value" shall mean the actual
replacement cost of the 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 shall notify City immediately in the case of damage
exceeding $500,000.00 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. Net
proceeds of any such insurance (Net Proceeds), shall be paid directly to
Developer as its interests may appear, and Developer shall forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the
same or an improved condition or value as they existed prior to the event
causing such damage and, to the extent necessary to accomplish such
repair, reconstruction and restoration, Developer shall apply the Net
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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.
3.5 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the
Minimum Improvements in good repair and working order, ordinary wear and tear
accepted, and from time to time shall make all necessary repairs, replacements,
renewals and additions. Nothing in this Agreement, however, shall be deemed to
alter any agreements between Developer or any other party including, without
limitation, any agreements between the parties regarding the care and maintenance
of the Property.
3.6 Non - Discrimination. In carrying out the project, Developer shall not
discriminate against any employee or applicant for employment because of race,
religion, color, sex, sexual orientation, national origin, age or disability.
3.7 Conflict of Interest. Developer agrees that no member, officer or employee
of City, or its designees or agents, nor any consultant or member of the governing
body of City, and no other public official of City who exercises or has exercised any
functions or responsibilities with respect to the project during his or her tenure, or
who is in a position to participate in a decision - making process or gain insider
information with regard to the project, shall have any interest, direct or indirect, in
any contract or subcontract, or the proceeds thereof, for work to be performed in
connection with the project, or in any activity, or benefit therefrom, which is part of
this project at any time during or after such person's tenure. In connection with this
obligation, Developer shall have the right to rely upon the representations of any
party with whom it does business and shall not be obligated to perform any further
examination into such party's background.
3.8 Non - Transferability. Until such time as the Minimum Improvements are
complete (as certified by City under Section 2.4), this Agreement may not be
assigned by Developer nor may the Property be transferred by Developer to
another party without the prior written consent of City, which shall not be
unreasonably withheld. Thereafter, Developer shall have the right to assign this
Agreement and upon assumption of the Agreement by the assignee, Developer
shall no longer be responsible for its obligations under this Agreement.
Notwithstanding the foregoing, City hereby consents to Developer assigning this
Agreement to an entity in which Developer, or its existing shareholders, own a
majority interest.
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3.9 Restrictions on Use. Developer agrees for itself, and its successors and
assigns, and every successor in interest to the Property or any part thereof that
they, and their respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that
use of the Property as an office building is in full compliance with 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, national origin, age or disability in the sale, lease, rental, use or
occupancy of the Property or any improvements erected or to be erected
thereon, or any part thereof (however, Developer shall not have any liability
to City to the extent that a successor in interest shall breach this covenant
and City shall seek enforcement of this covenant directly against the party in
breach of same).
(3) Developer shall use that property legally described on Exhibit B -1 as
green space and parking only and the parties agree and acknowledge that
no buildings may be constructed on such property. The parties may, if City
so requests, record a restrictive covenant limiting the use of the real estate
described on Exhibit B -1 to parking and green space as provided herein.
3.10 Release and Indemnification Covenants.
(1) Developer releases City and the governing body members, officers,
agents, servants and employees thereof (hereinafter, for purposes of this
Section, the Indemnified Parties) from, covenants and agrees that the
Indemnified Parties shall not be liable for, and agrees to indemnify, defend
and hold harmless the Indemnified Parties against, any loss or damage to
property or any injury to or death of any person occurring at or about or
resulting from any defect in the Minimum Improvements.
(2) Except for any negligence, willful misrepresentation or any willful or
wanton misconduct or any unlawful act of the Indemnified Parties, Developer
agrees to protect and defend the Indemnified Parties, now or forever, and
further agrees to hold the Indemnified Parties harmless, from any claim,
demand, suit, action or other proceedings whatsoever by any person or
entity whatsoever arising or purportedly arising from (1) any violation of any
agreement or condition of this Agreement (except with respect to any suit,
action, demand or other proceeding brought by Developer against City
based on an alleged breach of any representation, warranty or covenant of
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City under this Agreement and /or to enforce its rights under this Agreement)
or (2) the acquisition, construction, installation, ownership, and operation of
the Minimum Improvements or (3) the condition of the Property and any
hazardous substance or environmental contamination located in or on the
Property, occurring after Developer takes possession of the Property.
(3) The Indemnified Parties shall not be liable to Developer for any
damage or injury to the persons or property of Developer or its officers,
agents, 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 the individual capacity
thereof.
(5) The provisions of this Section shall survive the termination of this
Agreement.
3.11 Compliance with Laws. Developer shall comply with all laws, rules and
regulations relating to its businesses, other than laws, rules and regulations the
failure to comply with which or the sanctions and penalties resulting therefrom,
would not have a material adverse effect on the business, property, operations,
financial or otherwise, of Developer.
SECTION 4. EVENTS OF DEFAULT AND REMEDIES
4.1 Events of Default Defined. The following shall be Events of Default under
this Agreement and the term Event of Default shall mean, whenever it is used in
this Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency,
all real property taxes assessed with respect to the Minimum Improvements
and the Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms,
conditions and limitations of this Agreement.
(3) Transfer of any interest by Developer of the Minimum Improvements
in violation of the provisions of this Agreement prior to the issuance of the
final Certificate of Completion.
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(4) Failure by Developer or City to substantially observe or perform any
other material covenant, condition, obligation or agreement on its part to be
observed or performed under this Agreement.
4.2 Remedies on Default by Developer. Whenever any Event of Default referred
to in Section 5.1 of this Agreement occurs and is continuing, City, as specified
below, may take any one or more of the following actions after the giving of written
notice by City to Developer (and the holder of any mortgage encumbering any
interest in the Property of which City has been notified of in writing) of the Event of
Default, but only if the Event of Default has not been cured within sixty (60) days
following such notice, or if the Event of Default cannot be cured within sixty (60)
days and Developer does not provide assurances to City that the Event of Default
will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it
receives assurances from the defaulting party deemed adequate by City, that
the defaulting party will cure its default and continue its performance under
this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City 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 defaulting party;
(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.
4.3 Re- Vesting Title in City Upon Happening of Event Subsequent to
Conveyance to Developer. In the event that subsequent to conveyance of the
Property to Developer by City and prior to receipt by Developer of the Certificate of
Completion, but subject to the terms of the mortgage granted by Developer to
secure a loan obtained by Developer from a commercial lender or other financial
institution to fund the acquisition of Property or construction of the Minimum
Improvements, (First Mortgage) an Event of Default under Section 5.1 of this
Agreement occurs and is not cured within the times specified in Section 5.2, then
City shall have the right to re -enter and take possession of the Property and any
portion of the Minimum Improvements thereon and to terminate (and re -vest in City
pursuant to the provisions of this Section 5.3 subject only to any superior rights in
23
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 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 5.1 on the part of Developer and failure on the part of
Developer to cure such default within the period and in the manner stated herein,
City may declare a termination in favor of City of the title and of all Developer's
rights and interests in and to Property conveyed to Developer, and that such title
and all rights and interests of Developer, and any assigns or successors in interests
of Developer, and any assigns or successors in interest to and in Property, shall
revert to City (subject to the provisions of Section 5.3 of this Agreement), but only if
the events stated in Section 5.1 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.
4.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the re-
vesting in City of title to the Property as provided in Section 5.3 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 the
Minimum Improvements or such other improvements in their stead as shall be
satisfactory to City and in accordance with the uses specified for such the Property
or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such
property or proceeds granted to any holder of a First Mortgage upon such resale of
the Property the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on
the Property, or any portion thereof, or any improvements thereon,
previously acquiesced in by City pursuant to this Agreement. If more than
one mortgage on the Property, or any portion thereof, or any improvements
thereon, has been previously acquiesced in by City pursuant to this
Agreement and insufficient proceeds of the resale exist to pay the principal
of, and interest on, each such mortgage in full, then such proceeds of the
resale as are available shall be used to pay the principal of and interest on
each such mortgage in their order of priority, or by mutual agreement of all
contending parties including Developer, or by operation of law;
24
(3) Third, to reimburse City for all allocable costs and expenses incurred
by City, including but not limited to salaries of personnel, in connection with
the recapture, management and resale of the Property or part thereof (but
less any income derived by City from the Property or part thereof in
connection with such management); any payments made or necessary to be
made to discharge any encumbrances or liens (except for mortgage(s)
previously acquiesced in by the City) existing on the Property or part thereof
at the time of revesting of title thereto in City or to discharge or prevent from
attaching or bring made any subsequent encumbrances or liens due to
obligations, default or acts of Developer, its successors or transferees
(except with respect to such mortgage(s)), any expenditures made or
obligations incurred with respect to the making or completion of the Minimum
Improvements or any part thereof on the Property or part thereof, and any
amounts otherwise owing to City (including water and sewer charges) by
Developer and its successors or transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (1) the sum
of the Purchase Price paid to City for the Property and the cash actually
invested by such party in making any of the Minimum Improvements on the
Property, less (2) any gains or income withdrawn or made by Developer from
this Agreement or the Property.
4.5 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.
4.6 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.
4.7 Agreement to Pav 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.
25
4.8 Remedies on Default by City. If City defaults in the performance of this
Agreement, Developer may take any action, including legal, equitable or
administrative action that may appear necessary or desirable to collect any
payments due under this Agreement, to recover expenses of Developer, or to
enforce performance and observance of any obligation, agreement, or covenant of
City under this Agreement. Developer may suspend their performance under this
Agreement until they receive assurances from City, deemed adequate by
Developer, that City will cure its default and continue its performance under this
Agreement.
SECTION 5. MISCELLANEOUS TERMS AND PROVISIONS
5.1 Notices and Demands. Whenever this Agreement requires or permits any
notice or written request by one party to another, it shall be deemed to have been
properly given if and when delivered in person or three (3) business days after
having been deposited in any U.S. Postal Service and sent by registered or certified
mail, postage prepaid, addressed as follows:
If to Developer:
With copy to:
Conlon Johnson Development, LLC
c/o Mr. Martin H. Johnson
10502 St. Joseph Drive
Dubuque, Iowa 52003
Phone: 563/556 -8877
Fax: 563556 -0367
Conlon Construction, Inc.
c/o Timothy Conlon
1100 Rockdale Road
Dubuque, IA 52003
Phone: 563/583 -1724
Kane, Norby & Reddick, P.C.
Attn: D. Flint Drake
2100 Asbury Road, Suite 2
Dubuque, Iowa 52001
Phone: 563/582 -7980
Fax: 563/582 -5312
Fuerste, Carew, Juergens & Sudmeier, P.C.
Attn: Stephen J. Juergens
151 W. 8 Street
Dubuque, Iowa 52001
26
If to City:
With copy to:
Phone: 563/556 -4011
Fax: 563/556 -7134
City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589 -4110
Fax: (563) 589 -4149
City Attorney
City Hall
50 W. 13 Street
Dubuque IA 52001
Or at such other address with respect to either party as that party may, from time to
time designate in writing and forward to the other as provided in this Section.
5.2 Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of City and Developer and their respective successors and assigns.
5.3 Termination Date. This Agreement and the rights and obligations of the
parties hereunder shall terminate on May 1, 2019 (the Termination Date).
5.4 Execution By Facsimile. The parties agree that this Agreement may be
transmitted between 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.
5.5 Memorandum of Development Agreement. Developer shall promptly record
a Memorandum of Development Agreement in the form attached hereto as Exhibit
F in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the
costs for so recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duly
executed in its name and behalf by its Mayor and attested to by its City Clerk and
Developer has caused this Agreement to be duly executed on or as of the first
above written.
27
CITY OF DUBUQUE, IOWA CONLON JOHNSON DEVELOPMENT,
LLC
By: By:
Roy D. Buol, Mayor Martin H. Johnson, Member
By: By:
Jeanne Schneider, City Clerk Timothy Conlon, Member
28
INSURANCE SCHEDULE
29
INSURANCE SCHEDULE A
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR
VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
1. All policies of insurance required hereunder shall be with an insurer authorized to do business in
Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of
cancellation to the City of Dubuque, except for 10 day notice for non - payment, if cancellation is
prior to the expiration date. This endorsement supersedes the standard cancellation statement
on the Certificate of Insurance.
3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the
coverage required in Paragraph 6 below. Such certificates shall include copies of the following
policy endorsements:
a) Commercial General Liability policy is primary and non - contributing.
b) Commercial General Liability additional insured endorsement.
c) Governmental Immunity Endorsements.
4. Each certificate shall be submitted to the contracting department of the City of Dubuque.
5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the
City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a
material breach of this agreement.
6. Developer shall be required to carry the following minimum coverage /limits or greater if required
by law or other legal agreement:
a) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products - Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence Limit $1,000,000
Fire Damage Limit (any one occurrence) $ 50,000
Medical Payments $ 5,000
This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97
"Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions
from the standard ISO commercial general liability form CG 0001, or Business Owners form BP
0002, shall be clearly identified.
30
INSURANCE SCHEDULE A (Continued)
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR
VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
Governmental Immunity Endorsement identical or equivalent to form attached.
Additional Insured Requirement:
The City of Dubuque, including all its elected and appointed officials, all its employees and
volunteers, all its boards, commissions and/or authorities and their board members,
employees and volunteers shall be named as an additional insured on General Liability
Policies using ISO endorsement CG 20 26 0704 "Additional Insured — Designated Person or
Organization," or it's equivalent. — See Specimen
b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory for Coverage A
Employers Liability:
Each Accident $100,000
Each Employee — Disease $100,000
Policy Limit — Disease $500,000
c) UMBRELLA EXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABILITY
Coverage to be determined on a case by case basis by Finance Director.
Completion Checklist
❑ Certificate of Liability Insurance (2 pages)
❑ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
❑ Additional Insured 20 26 07 04
❑ Governmental Immunities Endorsement
31
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees
and states that the purchase of this policy and the including of the City of
Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of
Iowa Section 670.4 as it is now exists and as it may be amended from time to
time.
2. Claims Coverage. The insurance carrier further agrees that this policy of
insurance shall cover only those claims not subject to the defense of
governmental immunity under the Code of Iowa Section 670.4 as it now exists
and as it may be amended from time to time. Those claims not subject to Code
of Iowa Section 670.4 shall be covered by the terms and conditions of this
insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be
responsible for asserting any defense of governmental immunity, and may do so
at any time and shall do so upon the timely written request of the insurance
carrier.
4. Non - Denial of Coverage. The insurance carrier shall not deny coverage under
this policy and the insurance carrier shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this policy for reasons of
governmental immunity unless and until a court of competent jurisdiction has
ruled in favor of the defense(s) of governmental immunity asserted by the City of
Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities
shall not otherwise change or alter the coverage available under the policy.
SPECIMEN
32
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33
LIST OF EXHIBITS
EXHIBIT A URBAN RENAWAL PLAN
EXHIBIT B PHASE I DEVELOPMENT LEGAL DESCRIPTION
EXHIBIT B -1 PHASE I - PLAT
EXHIBIT B -2 PHASE I - SITE LAYOUT
EXHIBIT C PLAT OF PHASE II DEVELOPMENT PROPERTY: LOT 2 -1
OF DUBUQUE TECHNOLOGY PARK
EXHIBIT D PHASE II SITE / LANDSCAPING PLAN
EXHIBIT E PHASE II SITE / OVERALL PLAN
EXHIBIT F PHASE II SITE / PARKING PLAN
EXHIBIT G CITY ATTORNEY'S CERTIFICATE
EXHIBIT H OPINION OF DEVELOPER'S COUNSEL
EXHIBIT I CITY'S CERTIFICATION
EXHIBIT J DEED
EXHIBIT K MEMORANDUM OF AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
34
EXHIBIT A
URBAN RENEWAL PLAN
35
URBAN RENEWAL PLAN
Dubuque Industrial Center /South Economic Development
District
(Previously known as Site F Economic Development District)
City of Dubuque, Iowa
This Urban Renewal Plan provides for the development of the
Dubuque Industrial Center /South Economic Development
District (previously known as Site F Economic Development
District). Its preparation was authorized by Resolution 46 -97 of
the City Council of the City of Dubuque, Iowa on January 20,
1997. The
City Council adopted the Plan by Resolution 141 -97 on April 7,
1997.
Prepared by the Community and Economic Development
Department.
36
TABLE OF CONTENTS
A. INTRODUCTION Page 1
B. OBJECTIVES Page 1
C. DISTRICT BOUNDARIES Page 2
D. PUBLIC PURPOSE ACTIVITIES Page 2
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 3
F. LAND ACQUISITION AND DISPOSITION Page 4
G. FINANCING ACTIVITIES Page 5
H. STATE AND LOCAL REQUIREMENTS Page 7
I. DURATION OF APPROVED URBAN RENEWAL PLAN Page 7
J. SEVERABILITY Page 7
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN Page 8
L. ATTACHMENTS Page 8
URBAN RENEWAL PLAN
Dubuque Industrial Center /South
Economic Development District
(Previously known as Site F Economic Development District)
City of Dubuque, Iowa
A. INTRODUCTION
This URBAN RENEWAL PLAN (the "Plan") has been prepared to provide for the development and redevelopment
of the DUBUQUE INDUSTRIAL CENTER/SOUTH ECONOMIC DEVELOPMENT DISTRICT, previously
known as the Site F Economic Development District (the "District ") as authorized by Resolution 46 -97 of the City
Council of the City of Dubuque on January 20, 1997. Its intent is to stimulate economic development activities
within the District through the commitment of public actions as specified herein.
To achieve this objective, the City of Dubuque shall undertake the urban renewal actions specified in this Plan,
pursuant to the powers granted to it under Chapter 403 of the Iowa Code, Urban Renewal Law.
B. OBJECTIVES OF THE PLAN
The primary objectives of the Plan are the development and redevelopment of the District for economic development
activities, primarily industrial park development, through:
1. Provision of marketable industrial development sites for the purpose of job- creating economic
development activities;
2. Provision of public infrastructure improvements, including sanitary sewer, water and stormwater
detention, supportive of full development of the District;
3. Provision of a safe, efficient and attractive circulation system;
4. Establishment of design standards which will assure cohesive and compatible development and
redevelopment of the District;
5. Provision of public amenities that provide an aesthetically appealing environment, including open
space, buffering, landscaping, water features, signage and lighting to create a distinctive and
attractive setting;
6. Creation of financial incentives necessary to encourage new and existing businesses to invest in the
District; and
7. Expansion of the property tax base of the District.
38
C. DISTRICT BOUNDARIES
The District is located within the City of Dubuque, County of Dubuque, State of Iowa.
The District shall consist of the real property legally described as follows:
Lot 2 -1 -1 of the NE 1/4 of the SW 1/4, Lot 2 of the NE 1/4 of the SW 1/4, Lot 1 -1 -1 of the NE 1/4
of the SW 1/4, Lot 1 -1 -8 of the SE 1/4, and the SE 1/4 of the SW 1/4, all in Section 12, Township
88 North, Range 2 East, Fifth Principal Meridian, in Dubuque County, Iowa and any adjoining
public right -of -way.
The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT map (Attachment A).
The City of Dubuque reserves the right to modify the boundaries of the District at some future date. Any
amendments to the Plan will be completed in accordance with Chapter 403 of the Iowa Code, Urban Renewal Law.
D. PUBLIC PURPOSE ACTIVITIES
To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared to initiate and support development and
redevelopment of the District through, among other things, the following PUBLIC PURPOSE ACTIVITIES:
1. Acquisition of property for public improvements and private development;
2. Demolition and clearance of improvements not compatible with or necessary for industrial park
development and all site preparation and grading required in connection with such development;
3. Improvement, installation, construction and reconstruction of streets, utilities and other
improvements and rights -of -ways including but not limited to the relocation of overhead utility
lines, street lights, appropriate landscaping and buffers, open space and signage;
4. Disposition of any property acquired in the District, including sale, initial leasing or retention by
the City itself, at its fair value;
5. Preparation of property for development and redevelopment purposes including but not limited to
activities such as appraisals and architectural and engineering studies;
6. Use of tax increment fmancing, loans, grants and other appropriate financial tools in support of
eligible public and private development and redevelopment efforts;
7. Enforcement of applicable local, state and federal laws, codes and regulations;
8. Enforcement of established design standards in furtherance of quality development;
9. Development and implementation of a marketing program for the purpose of promoting the
purchase and development of industrial sites by private businesses;
10. Coordination of the improvement of U.S. Highway 61/151 as it affects the District's access to that
roadway.
Public purpose activities are limited to those areas delineated on the PUBLIC PURPOSE ACTIVITY AREA map
(Attachment B).
39
All public purpose activities shall be conditioned upon and shall meet the restrictions and limitations placed upon the
District by the Plan.
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS
The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and all District
properties the development and/or the redevelopment of which is assisted by the City through any of the PUBLIC
PURPOSE ACTIVITIES listed above.
1. Land Use
The intent of this Plan is to promote the development of commercial and industrial land uses within a
quality industrial park setting. All uses shall be regulated by the zoning district established for the property.
LAND USE maps (Attachments C 1 and C2) identify the existing and the proposed land uses within the
District.
2. Planning and Design Criteria
The planning criteria to be used to guide the physical development of the District are those standards and
guidelines contained within the City of Dubuque's Zoning Ordinance and other applicable local, state and
federal codes and ordinances.
The proposed zoning designation will be PI Planned Industrial District as required by Section 3 -5.5 of the
City of Dubuque Zoning Ordinance. Development within the District will follow the Planned Unit
Development regulations which require a conceptual development plan and specific design and
performance standards to be approved by ordinance.
F. LAND ACQUISITION AND DISPOSITION
The City of Dubuque is prepared to acquire and dispose of property in support of the development and
redevelopment of the District within the parameters set forth below.
1. Land Acquisition
The City has acquired, through contractual agreement, all property within the District for private
development purposes. However, the City will acquire, through eminent domain, any property for public or
private development and redevelopment purposes should it be unable to acquire land through negotiated
purchase.
The City also reserves the right to acquire, by negotiation or eminent domain, property rights required for
the construction or reconstruction of streets and public utilities, or any other public facility or improvement.
2. Land Disposition
Publicly held land will be sold for the development of viable uses consistent with this Plan and not for
purposes of speculation.
Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the Iowa Code,
Urban Renewal Law. Developers will be selected on the basis of the quality of their proposals and their
40
ability to carry out such proposals while complying with the requirements of this Plan.
Developers will be required by contractual agreement to observe the Land Use Requirements and Planning
and Design Criteria of this Plan. The contract and other disposition documents will set forth the provisions,
standards and criteria for achieving the objectives and requirements outlined in this Plan.
3. Relocation Requirements
The land is currently vacant; no relocation is anticipated.
To meet the OBJECTIVES of this Plan and to encourage the development of the District and private investment
therein, the City of Dubuque is prepared to provide financial assistance to qualified industries and businesses through
the making of loans or grants under Chapter 15A of the Iowa Code and through the use of tax increment fmancing
under Chapter 403 of the Iowa Code.
1. Chapter 15A Loan or Grant
The City of Dubuque has determined that the making of loans or grants of public funds to qualified
industries and businesses is necessary to aid in the planning, undertaking and completion of urban renewal
projects authorized under this Plan within the meaning of Section 384.24(3)(q) of the Iowa Code.
Accordingly, in furtherance of the objectives of this Plan, the City of Dubuque may determine to issue
bonds or loan agreements, in reliance upon the authority of Section 384.24A, Section 384.24(3)(q), Section
403.12 (general obligation bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans
or grants of public funds to qualified businesses. Alternatively, the City may determine to use available
funds for the making of such loans or grants. In determining qualifications of recipients and whether to
make any such individual loans or grants, the City of Dubuque shall consider one or more of the factors set
forth in Section 15A.1 of the Iowa Code on a case -by -case basis.
2. Tax Increment Financing
G. FINANCING ACTIVITIES
The City of Dubuque is prepared to utilize tax increment financing as a means of financing eligible costs
incurred to implement the Public Purpose Activities identified in Part D of this Plan. Bonds or loan
agreements may be issued by the City under the authority of Section 403.9 of the Iowa Code (tax increment
bonds) or Section 384.24A, Section 384.24(3)(q) and Section 403.12 (general obligation bonds).
The City acknowledges that the use of tax increment revenues delays the ability of other local taxing bodies
to realize immediately the direct tax benefits of new development in the District. The City believes,
however, that the use of tax increment revenues to fmance the development of new industrial land and to
promote private investment in the District is necessary in the public interest to achieve the OBJECTIVES of
this Plan. Without the use of this special financing tool, new investment may not otherwise occur or may
occur within another jurisdiction. If new development does not take place in Dubuque, property values
could stagnate and the City, County and School District may receive less taxes during the duration of this
Plan than they would have if this Plan were not implemented.
Tax increment fmancing will provide a long -term payback in overall increased tax base for the City, County
and School District. The initial public investment required to generate new private investment will
ultimately increase the taxable value of the District well beyond its existing base value.
Tax increment reimbursement may be sought for, among other things, the following costs to the extent they
41
are incurred by the City:
a. Planning and administration of the Plan;
b. Construction of public infrastructure improvements and facilities within the District;
c. Acquisition, installation, maintenance and replacement of public investments throughout the
District including but not limited to street lights, landscaping and buffers, signage and appropriate
amenities;
d. Acquisition of land and/or buildings and preparation of same for sale to private developers,
including any "write down" of the sale price of the land and/or building;
e. Preservation, conservation, development or redevelopment of buildings or facilities within the
District to be sold or leased to qualified businesses;
f. Loans or grants to qualified businesses under Chapter 15A of the Iowa Code, including debt
service payments on any bonds issued to finance such loans or grants, for purposes of expanding
the business or activity, or other qualifying loan programs established in support of the Plan; and
g.
Providing the matching share for a variety of local, state and federal grants and loans.
3. Proposed Amount of Indebtedness
At this time, the extent of improvements and new development within the District is only generally known.
As such, the amount and duration for use of the tax increment revenues for public improvements and/or
private development can only be estimated; however, the actual use and amount of tax increment revenues
to be used by the City for District activities will be determined at the time specific development is proposed.
It is anticipated that the maximum amount of indebtedness which will qualify for tax increment revenue
reimbursement during the duration of this Plan, including acquisition, public improvements and private
development assistance, will not exceed $6,000,000.
At the time of adoption of this Plan, the City of Dubuque's current general obligation debt is $14,200,000 (a
list of obligations is found as Attachment D) and the applicable constitutional debt limit is $91,286,810.
H. STATE AND LOCAL REQUIREMENTS
All provisions necessary to conform with state and local laws have been complied with by the City of Dubuque in the
implementation of this Plan and its supporting documents.
I. DURATION OF APPROVED URBAN RENEWAL PLAN
This Plan shall continue in effect until terminated by the City Council; provided, however, that the collection of tax
increment revenues from properties located in the District shall be limited to twenty (20) years from the calendar
year following the calendar year in which the City first certifies to the County Auditor the amount of any loans,
advances, indebtedness or bonds which qualify for payment from the division of tax increment revenue provided for
in Section 403.19 (tax increment fmancing) of the Iowa Code.
42
The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended from time to time
by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity.
J. SEVERABILITY
In the event one or more provisions contained in this Plan shall be held for any reason to be invalid, illegal,
unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or unenforceability shall not
affect any other provision of this Plan and this Urban Renewal Plan shall be construed and implemented as if such
provision had never been contained herein.
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN
This Plan may be amended from time to time to respond to development opportunities. Any such amendment shall
conform to the requirements of Chapter 403 of the Iowa Code. Any change effecting any property or contractual
right can be effectuated only in accordance with applicable state and local law.
A Urban Renewal District Map
B Public Purpose Activity Area Map
C Land Use Maps
Cl Existing Land Use
C2 Proposed Land Use
D List of General Obligations
L. ATTACHMENTS
43
EXHIBIT B
PHASE I DEVELOPMENT
LEGAL DESCRIPTION
Lot 4 of Block 1 in Dubuque Technology Park in the City of Dubuque, Iowa, according
to the recorded plat thereof
And
Lot 1 of Dubuque Technology Park No. 2 in the City of Dubuque, Iowa
44
EXHIBIT B -1
PHASE I
PLAT
45
1
911.111311 NI Ik 23
14ATCH LINE
a
l
i
FINAL PLAT
107 WitaCtrairMaZtillARKI l e225-98
Al DUBUQUE, OVA
WNW w POP WORM It __ AS • MN WY. IMAMS aW/i. .R
iltiaAnr
• NM 11II11111111I
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AIM MINIM Mg MPS NY
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.WHIN 11011111011 111•
SWAM AAA
WI l II Of • SW MIA
w
Walt
OW W WPM
W
IAA 1♦1 Sf w M AMMO
IMMIIIIM sSW11W1f MINIM VI
MIN SOS SWa111111111— IISISr
a11r111111111111411111111•1•1111
WO MP Ill UMW
1
II
•
7
0
INIMINJOINII
3
N
d-
LOT 1 OF - r OF DUBUQU
TECHNOLOGY PARK
Plat of Survey. LOT 1 AND LOT 2
Of DUBUQUE TECHNOLOGY PARK NO. 2
in the City of Dubuque, Dubuque County, Iowa.
Comprised of: LOT 2 OF F OF DUBUQUE TECHNOLOGY PARK
IN THE CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA
STA
C/L (134.98)
In
iD
THIS IS AN ASSUMED
BEARING FOR THE PURPOSES
OF THIS SURVEY ONLY.
S8727'05 "W 51.08'
I STA. 555+07.3
STA. 555+00 C/L (190')
LOTI 2
AREA = 3815 SO. FT.
STA.
C/L 040')
138.84'
50.36'(50.37)
WAC
0
wAC FOUND
YEL PL C #11306
• TLx FOUND 5/8' IRON REROD w /ORANGE
PLASTIC CAP /15467
• PLACED 5/B' IRON RER00 VI/ORANGE
PLASTIC CAP #15487
SURVEY BOUNDARY
PROPERTY UNE
CENTERLBE
1O R.o.W. RIGHT OF WAY
t ) RECORD DNENSION
N87'29'49"E 55.11'
NOTES
1. ALL MEASUREMENTS ARE N FEET NC DECIMALS THEREOF.
01 2. PROPRETOR OF LOT F: CITY OF DUBUQUE
• 3. SURVEYED REQUESTED BY:DAND HOAR. ECONCNC DIRECTOR. OTT OF DUBUQUE
A TOTAL AREA OF LOT 2 OF Y IS 28154 S0. FT.
5. TMs PLAT IS SUB.ECT TO ALL EASEMENTS OF RECORD
AND NOT OF RECORD.
6. AN EXISTING PUBUC UTILITY EASEMENT COVERS TX ENTIRE SURVEY AREA CF
LOT 1 AID LOT 2 OF DUBUQUE TECHNOLOGY PARK N0. 2.
LOT 4 OF BLOCK 1 OF
DUBUQUE TECHNOLOGY PARK
15' UTILITY
EASEMENT
47 C O W
7.37(7.311
ROW
LEGEND
N47E
TNIs SURVEY 15 LOCATED N TIE SWI /4 OF
SECTION 12. TUN, R2E OF INC 5144 P.M., N
SE CITY OF DUBUQUE, DUBUQUE COUNTY.
x1WA
0 40 80 160
SCALE IN FEET
DIGITAL DRIVE_
/MMHG
— — lMf41BB
SAMS
sit SAM ANf ISS- r
OMAN BY: 1LK CHEMED BY: AK
IMF( OAR: 7/27/04 *404 OAS: 7/2/611
DWa NO, 00170 -01 WALL 1•
SHEET 1 OF 3
I M EBY =WY TNAT US LIMP.URK1N6 D00 IT w5
PREMED MO 1445 RA.A150 !INKY Want WAS PERM= BY ME OR
LIMIER MY DMECT FERB0IAI SMFA SON Mp MAT I AM A MAX
UCANSED tAIID BIRIK1oR UNDIR M5 LASS CA W[ 51A15 0► AMA.
VARY L. 415015* (01515)
UCOSIC N MMI 16167
MY SCOW MEWL 01515 K DECOSER 21. 2007
444515 MUSD BY WAS SEAL : SKITS 1 • 2
PREPARED BY BUSSING & ASSOCIATES AQORESS; 1212 LOCUST STREET. DUBUQUE. IOWA Pte. (56.1 556-4389
48
EXHIBIT B -2
PHASE 1
SITE LAYOUT
49
5PI.1
. I
OFFICE COMPLEX
x' . 4�CE�- Li=
� =--- ..
':.
.........1:,.....
I
Sedg c k CMS DueuGLC• 144.44
z?..i , . 4-4. `2s.'
vi r
E
4,.
Ytir E iti\NN\11\**\1‘ �.
I 1 1 \ \ \
1:!
NON
50
EXHBIT C
PLAT OF PHASE II DEVELOPMENT PROPERTY:
LOT 2 -1 OF DUBUQUE TECHNOLOGY PARK
51
PREPARED $Y; ERASING It ASSOOATES ADDRESS: 1212 LOCUST 51REET. DUSUOUE. IOTA PHONE. (S63) S56 -4389
DATA COURT (66'
ROW
1
Plot of Survey. LOT 1 -1 AND LOT 2 -1
Of DUBUQUE TECHNOLOGY PARK NO. 3
in the City of Dubuque, Dubuque County, lowo.
Comprised of: LOT 1 OF DUBUQUE TECHNOLOGY PARK No. 3
ROW) IN_ THE CITY OF OUBUOUE. OUBUOUE COUNTY, IOWA
N87'30'39-E 460.38' (460.50'
0
0
N431)3'27'E
14.20' (14.14')
15' PUBLIC
UTILITY EASEMENT
LOT 1 -1 OF DUBUQUE
TECHNOLOGY PARK NO. 3
AREA - 3.57 ACRES
LEGEND
• FOJW 1/2' IRON MOO
TEL. PLASUC cAP 611305
• w/REO
0(45T10 C° CAP 2 O
•
MHO 3/5' OM RER00 (TOP IS B041 OVER)
PIACEO 5/6' MON REROD w /ORAROE
PLASM CAP N
SLWYEY BOUNDARY
PROPERTY UNE
_ CENTERO*
— —... - — — PUBLIC: UTILITY 0*3000 7T LAZE
Raw. RENT Of NAY
( ) mono mono/
•
15' PUBUC
UTILITY EASEMENT
THIS IS AN ASSUMED
BEARING FOR THE PURPOSES
OF THIS SURSEY ONLY.
N8719'09'1 470.44
NOTE
TINS SURVEY 12 LOCATED RL HE 911/4 Of
&C110N 1t TRRN. RZ OF INC $1H PAL, 11
HE OTT Of DO1UOK. OIRMOOE COUNTY.
R)•A
LOT 2 -1 OF DUBUQUE
TECHNOLOGY PARK NO. 3
AREA = 2.51 ACRES
50' ORA1
EASEMENT
4
10
u
53
ROTES
1. ALL MCA3UREMDIT5 ARE 11 TYET MO OECrALS HEREOF.
2. PROPRL4OL Of LOT 1 Of DUBUOJ( TECNNOLCCY PAIR N0. 3: CITY Of DUBUOOE
3. 04R1010 REOUES1E0 4110AN0 NOM, ECON11AC OMECTOR. OTY CIF °WINO*
4. TOTAL AREA Of LOT 1 Of OUBOOUE TE0NIOL00► PAN NO 3 - COS ACRES
5 0145 PLAT 15 !MUCCT TO ALL EA50NER10 Of RECORD ANO NOT Of RECORD.
587'29'09"W 470.38' (470.50')
LOT 1 -10 OF OUBUOUE
TEOHOLOGY PARK 8LOCK 2
0 40 80
SCALE IN FEET
ROW
rn
160 ^'
waNa AA 40R11t101R
mu MYR *4 14 1111601.4
w
COMM 11: TU( 000000 411 0.11
011[, CITE: 0/17/10 NM moo Rile/1•
6W0. N0 11111E-01 SCALE: Y + 00
SHEET 1 OF 3
1 HERESY Miry HAT Del LAND yM1[YNM 000WENT WAS
PRpAED AND DIE 110AR0 SURVEY 11010( 11LS PfRFORI*0 BY NE OR
UNDER NY PRECT PERLOIK SUPER190N AR O MAT I AN A OIILY
MODE 140 OF 51A1E Or 0>10L
20 /O
1111111 L (a10
LICENSE MNIRR 12457
W UOENSE RD;RAL a1E 13 OEa4OER 31. 1011
0x012 COYpEO M DNS SEAL : 91E75 1 k 1
52
EXHIBIT D
PHASE II SITE / LANDSCAPING PLAN
53
SED&NUCK CMS EXPANSION
9616 PIOIT,V. DRIVE
DICE. IOPN
54
EXHIBIT E
PHASE II SITE / OVERALL PLAN
55
:J / ''1
r - �/��
.
s
]p,
tl p = ti
i
01,; austmcD
le
2
i
j �
•
! 1�1
11�
1'
�I Selleidt CMS
SED&WIGK CMS EXPANSION
veto DIGITAL DRIVE
ramae. *NA
56
F4M
EXHIBIT F
PHASE II SITE / PARKING PLAN
57
S PROVIDE IVEY IDBKALKS Pet G GO TE M.
K
SPI:G! b SHOWN
Vr.o. 'Wt, ALL ISLANDS
10
1 0 't�l 10 §
10 I
l�1 10
• 10 •
IIEAD STREET
LISHTt MATCH EXISTINS
STYLE
Ha . l 1 10
•
FAINTED CROSS WALKS -
PEMOINS CITY APPROVAL
REMOVE AID REPLACE
APPROAGN w/ GOL.ORED
CONCRETE TO MATGI4
APP71OACH AT SOUTH ENTRY
PROVIDE COLORED
GONORETE SIDEWALKS AS
SHOPC
2.51 Acres
- REMOVE TOP SOIL * STOCK FILE
- LAY SASE ROCK
- LAY ASPHALT
- ENTIRE SITE DRAINS TO SOUTH
EAST DORMER INTO EXISTINS RAVINE
,ore• VewPT
AREA FOR
7DDITION MATERIAL
T
EXHIBIT G
CITY ATTORNEY'S CERTIFICATE
59
BARRY A. LINDAHL, ESQ.
CITY ATTORNEY
RE:
Dear
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.
BAL:tls
60
(DATE)
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
THE CITY OP
DUBU E
EXHIBIT H
OPINION OF DEVELOPER'S COUNSEL
61
Mayor and City Councilmembers
City Hall
13 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. 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 the 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
62
questions affecting the validity of the Agreement or Developer's ability to perform
Developer's obligations thereunder.
Very truly yours,
63
City Manager's Office
50 West 13th Street
Dubuque, Iowa 520014864
(563) 5894110 phone
(563) 5894149 fax
ctymgr@cityofclubuque.org
Dear
(DATE)
THE CITY OF L_"
DU U U E
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 Amended and Restated
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 to
the best of my knowledge:
1. No action in condemnation, eminent domain or public taking proceedings are
now pending or contemplated against the Property;
2. No ordinance or hearing is now or before any local governmental body which
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against Property;
3. City has good and marketable fee simple title interest to the Property;
4. 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;
5. The Property will as of the date of closing be free and clear of all liens, security
interests, encumbrances;
6. City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement, and that it has full power and authority to
execute, deliver and perform its obligations under this Agreement. City's attorney shall
issue a legal opinion to Developer at the time of closing confirming the representation
65
contained herein;
7. All City utilities necessary for the development and use of the Property as
provided in the Agreement adjoin the Property, and McGraw -Hill shall have the right to
tie into said utilities upon payment of City's connection fees;
8. 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 which shall in anyway be binding upon
Developer;
9. City shall exercise its best efforts to cooperate with Developer in the
development process;
10. City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion;
11. 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 other than as described in the environmental reports that City has provided to
Developer, which materials, if known to be present, would require cleanup, removal or
some other remedial action under environmental laws;
12. There are no fees or other charges payable by Developer for City utilities serving
the Property, as a result of utility hook -ups, other than the fees for connecting to and
installing meters with regard to such utilities; and
13. The property is properly zoned for the use described in the Agreement.
MCVM:jh
66
Sincerely,
Michael C. Van Milligen
City Manager
EXHIBIT J
DEED
67
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 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
68
termination of the agreements and covenants of the Agreement and of this Deed with
respect to the obligation of Grantee, and its successors and assigns, to construct
improvements and the dates for the beginning and completion thereof, it being the
intention of the parties that upon the granting and filing of the Certificate of Completion
that all restrictions 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 revest 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.
Attest: By:
Roy D. Buol, Mayor
By:
Dated this of , 20 at Dubuque, Iowa.
Jeanne F. Schneider, City Clerk
CITY OF DUBUQUE IOWA
69
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
On this day of , 20 before me a Notary Public in and
for said County, personally appeared Roy D. Buol and Jeanne F. Schneider to me
personally known, who being duly sworn, did say that they are the Mayor and City
Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and
existing under the laws of the 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.
Notary
Public in and for Dubuque County, Iowa
70
EXHIBIT K
MEMORANDUM OF AMENDED AND RESTATED DEVELOPMENT AGREEMENT
71
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, and
was made regarding the following described premises:
The Amended and Restated 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 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 day of , 20_.
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
72
By:
Jeanne F. Schneider, City Clerk
STATE OF IOWA
DUBUQUE COUNTY
STATE OF IOWA
DUBUQUE COUNTY
ss:
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 Jeanne F.
Schneider, 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
ss:
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
73
RESOLUTION
NO.393-10
INTENT TO DISPOSE
OF AN INTEREST IN
CITY OF DUBUQUE
REAL ESTATE
AND
FIXING THE DATE FOR
A PUBLIC HEARING
OF THE CITY
COUNCIL OF THE
CITY OF DUBUQUE,
IOWA ON THE
PROPOSED ISSUANCE
OF URBAN RENEWAL
TAXINCREMENT
REVENUE
OBLIGATIONS AND
THE EXECUTION OF
AN AMENDED AND
RESTATED
DEVELOPMENT
AGREEMENT
RELATING THERETO
WITH CONLON
JOHNSON
DEVELOPMENT LLC,
AND PROVIDING FOR
THE PUBLICATION OF
NOTICE THEREOF
Whereas, the City of
Dubuque, Iowa (City) is
the owner of the fol-
lowing real property
(the Property);
Lot 2-1 of Dubuque
Technology Park No. 3
in the City of Dubuque,
Iowa, according to the
recorded plat thereof
And
Whereas, City and
Conlon Johnson Devel-
opment LLC have an -
to the approval of
Ntv Council. a coov
Dubuque, Iowa, pur-
suant to which City will
Council has tentatively
determined that it
would be in the best in-
terests of the Clty to
approve the Develop-
ment Agreement, In-
cluding the convey-
ance of the Property to
Conlon Johnson Devel-
opment LLC; and
Whereas, It is deemed
necessary and advisa-
ble that City should au-
thorize Urban Renewal
Tax Increment Reve-
nue obligations, as pro-
vided by Chapter 403
of the Code Of Iowa,
and to enter Into the
Development Agree-
ment relating thereto
for the purpose of car -
Whereas, before said
obligations may be ap-
proved, Chapter 403 of
the Code of Iowa re-
quires that the City
Clerk publish a notice
Of the proposal and of
the time and place of
the meeting at which
the City Council pro-
poses to take action
thereon and at which
meeting the City Coun-
cil shall receive oral
and/or written objec-
tions from any resident
or property owner of
said City to such pro-
posed action.
NOW THEREFORE, BE
IT RESOLVED BY THE
CITY COUNCIL OF THE
CITY OF DUBUQUE, 10-
1me.
Section 1. The City of
Dubuque Intends to
dispose of its interest
in the foregoing -
described Property by
Deed to Conlon John-
son Development LLC.
Section 2. The City
Clerk is hereby author-
ized and directed to
cause this Resolution
and a notice to be pub-
lished as prescribed by
Iowa Code Section
364.7 of a public hear-
ing on the City's Intent
to dispose of the
foregoing -described
Property, to be held on
the I8th day of Octo-
ber, 2010, at 6:30
O'clock p.m. in the City
Building, 350 W. 6th St.,
Dubuque, Iowa.
Section 3. The City
Council will also meet
at said time and place
for the purpose of tak-
ing action on the mat-
ter of authorizing Ur.
ban Renewal Tax Incre-
ment Revenue obliga-
tions and the execution
of the Development
thereto with Conlon
Johnson Development
LLC, the proceeds of
which obligations will
be used to carry out
certain of the special
financing activities de.
scribed in the Urban
Dubuque Industrial
Center South Economic
Development District,
consisting of the fund.
ing of economic devel-
opments grants to
Conlon Johnson Devel-
opment LLC pursuant
to the Development
Agreement under the
terms and conditions
of said Urban Renewal
Plan. It is expected
that the aggregate
amount of the Tax In-
crement Revenue obli-
gations will be approxi-
mately $467,800.
Section 4. The Clerk is
hereby directed to
cause at least one pub-
lication to be made of a
notice of said meeting,
in a newspaper, print -
language, p
at least once
sam publication to be
not less than four days
nor more than twenty
days before the date of
said meeting on the is-
suance of said obliga-
tions.
Section S. That the no.
tice Of the proposed
action to issue said ob-
ligations shall be in
substantially the form
attached hereto.
Passed, approved and
adopted this 4th day of
October, 2010.
/s/Karla A. Braig,
Mayor Pro -Tern
Attest:
/s/Jeanne F. Schneider,
CIVIC, City Clerk
It 10/8
STATE OF IOWA {SS:
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION
I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa
corporation, publisher of the Telegraph Herald,a newspaper of general circulation
published in the City of Dubuque, County of Dubuque and State of Iowa; hereby
certify that the attached notice was published in said newspaper on the following
dates: October 8, 2010, and for which the charge is $54.94.
Subscribed to before me, a Notary Public in and for Dubuque County, Iowa,
this 1( dayof ()Ci<Z429ti, 201L-)
Public in and for Dubuque County, Iowa.
..,' JANET K. PAPE
n Commission Number 199059
'45a r My Comm. Exp. DEC. 11, 2010