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Vessel Systems Assignment_9 26 03MEMORANDUM September 24, 2003 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Vessel Systems Assignment Corporation Counsel Barry Lindahl is recommending approval of an assignment of a development agreement between Vessel Systems, Inc. and Marke, L.L.C. The Assignment makes it clear that the only effect of the Assignment is to assign Vessel Systems, Inc. interests in real estate to Marke, L.L.C. All other rights and obligations under the Development Agreement are retained by Vessel Systems, Inc. Marke, L.L.C. agrees that it and the property are, and shall remain, subject to the terms of the Development Agreement and that Marke, L.L.C. is subject to all of the duties and obligations of the developer under the Agreement to the same extent as if he was the developer under the Agreement. Marke, L.L.C. be a signatory to the Minimum Assessment Agreement. We have reviewed the assignment of the real estate and the documents with Bill Noth and Bill also believes that we have adequately protected ourselves with the language we required in the Assignment as well as the Minimum Assessment Agreement. The closing on the Development Agreement is scheduled for the week of September 29. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM/cs Attachments cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager Bill Baum, Economic Development Director BARRY A. L~ ii. CORPORATIO UBUQUE MEMO To: Michael Van Milligen City Manager DATE: September 22, 2003 RE: Vessel Systems, Inc. Mike: Attached is a proposed Partial Assignment Of Development Agreement between Vessel Systems, Inc. and Marke, L.L.C. Vessel Systems, Inc. is permitted to assign the Development Agreement with the prior consent of the City. Vessel Systems, Inc. would like to assign ownership of the real estate to a limited liability company, Marke, L.L.C. We have reviewed the Partial Assignment Of Development Agreement and have made changes to it which makes it clear that the only effect of the Assignment is to assign Vessel Systems, Inc. interests in real estate to Marke, LL.C. All other rights and obligations under the Development Agreement are retained by Vessel Systems, Inc. Marke, EL.C. agrees that it and the property are, and shall remain, subject to the terms of the Development Agreement and that Marke, EEC. is subject to all of the duties and obligations of the developer under the Agreement to the same extent as if he was the developer under the Agreement. We will also be requiring that Marke, EEC. be a signatory to the Minimum Assessment Agreement. We have reviewed the assignment of the real estate and the documents with Bill Noth and Bill also believes that we have adequately protected ourselves with the language we required in the Assignment as well as the Minimum Assessment Agreement. Vessel Systems, Inc. would like to dose on the Development Agreement the week of September 29, 2003 and the company has asked that approval of the Assignment be placed on the Council Agenda for the September 26th 5:00 special meeting. If you have any questions, please give me a call at your earliest convenience. Enclosure SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAX (563) 583-1040 / EMAIL BALESQ(~CITYOFDUBUQUE.ORG cc: Bill Baum, Economic Development Director Jeanne Schneider, City Clerk Pam Myhre, Associate Planner Brian Kane, Esq. SUITE 330, HARBOR VIEVV PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAX (563) 583-1040 / EEMAIL BALESQ(~CITYOFDUBUQUE.ORG Brian J. Kane Gary K. Norby Les V. Reddick* D. Flint Drake** Brad J. Heying Todd L. Stevenson* MaryBeth Pfeiler Fleming Kevin T. Deeny All admired in Iowa *Also admitted in Illinois **Also admitted in Wisconsin KANE~ NORBY & REDDICK~ P.C. ATTORNEYS 2100 ASBURY ROAD, SUHE 2 DUBUQUE, IA 52001-3069 September 15, 2003 Of Counsel: Louis P. Pfciler Phone: (563) 582-7980 Facsimile: (563) 582-5312 E-mail: bkane~kanenorbylaw, corn Barry A. Lindahl, Esq. Corporation Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, IA 52001-6944 Re: Vessel Systems, Inc./City Council Consent to Assignment Dear Barry: On behalf of Vessel Systems, Inc., we hereby request that the City Council formally consent to the Partial Assignment of the Development Agreement fxom Vessel Systems, Inc. to Marke, LLC. If you have any questions, please do not hesitate to contact us. Thank you. Best regards, BJK:meh cc: Jeanne Schneider KANE, NORBY & REDDICK, P.C. Prepared by: PAMELAMYHRE 50W. 13~ Street Dubuque, Iowa 52001 (563)589-4393 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and between the City of Dubuque, Iowa, an Iowa municipal corporation, and Vessel Systems, Inc., an Iowa corporation, was made regarding the following described premises: Lots 7 and 8 in Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa, according to the recorded plat thereof. The Development Agreement was signed on the 2nd day of June, 2003 and contained covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. DATED this day of September, 2003. VESSEL SYSTEMS, INC. By: Ken E. Heitritter, President By: Mark Klausner, General Manager CITY OF DUBUQUE, IOWA errance M. Duggan,Tyor e~ne F. Sc ' , 'ty STATE OF IOWA DUBUQUE COUNTY SS: On this __ day of September, 2003, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Ken E. Heitritter and Mark Klausner, to me personally known, who being by me duly sworn did say that they are the President and General Manager of Vessel Systems, Inc. and that said instrument was signed on behalf of said company by authority of its members and that they acknowledged the execution of this instrument to be the voluntary act and deed of said company by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA DUBUQUE COUNTY : SS' On this ~/~' ' day of September, 2003, before me, a Notary Public in and for the State of IoWa, in and for said county, personally appeared Terrance M. Duggan 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 exec~/~/ed' ~-"~I "~ F:\USERS~Pm~hre\WPDOCS\LOAN DOC\vesseis~MEMOOEVA.doc Prepared by: Pamela Myhre, 50 W. 13th Street, Dubuque, IA 52001 Phone: 563-589-4393 ASSESSMENT AGREEMENT THIS ASSESSMENT AGREEMENT, dated as of this day of 2003, by and among the CITY OF DUBUQUE, IOWA, (the "City"), Vessel Systems, Inc., its successors and assigns, (the "Developer"), and the CITY ASSESSOR for the City of Dubuque, Iowa (the "Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Developer have entered into a Development Agreement as of ~",,~,t[, ~ ., 2003 (the "Agreement") regarding certain real property located in the City legally described as follows: Lot 7 and 8 Dubuque Industrial Center West 2nd Addition, in the City of Dubuque, Dubuque County, Iowa (the "Development Property"); and WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will undertake the development of the Development Property, which is within the Dubuque Industrial Center Economic Development District established under Urban Renewal Plan adopted by Resolution No. on ; and WHEREAS, pursuant to Section 403.6 of the Code of Iowa, as amended, the City and the Developer desire to establish a minimum actual value for Development Property, facilities and the equipment thereon to be constructed by the Developer pursuant to the Agreement (defined therein as the "Minimum Improvements"); and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which it is contemplated will be erected. NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the above-referenced Minimum Improvements by the Developer, but no later than January 1,2004, the minimum actual taxable value which shall be fixed for assessment purposes for the Development Property and Minimum Improvements to be constructed thereon by the Developer shall be not less than One Million Dollars ($1,000,000.00), (hereafter referred to as the "Minimum Actual Value") until termination of this Assessment Agreement. The parties hereto expect that the construction of the above-referenced Minimum Improvements will be completed on or before December 31, 2003. Nothing herein shall be deemed to waive the Developer's rights under Iowa Code Section 403.6(19) to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Developer seek to reduce the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. 2. The Minimum Actual Value herein established shall be of no further force and effect and this Assessment Agreement shall terminate on July 1, 2016. 3. This Assessment Agreement shall be promptly recorded by the Developer with the Recorder of Dubuque County, Iowa, and prior to the recording of any mortgage or other encumbrance by Developer. The Developer shall pay all costs of recording. 4. Neither the preambles nor provisions of this Assessment Agreement are intended to, or shall be construed as, modifying the terms of the Agreement between the City and the Developer. 5. This Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, and all holders of mortgages upon or secudty interests in the Development Property or Minimum Improvements granted prior to the date hereof, to secure any loans with respect to the Development Property or Minimum Improvements, that execute the consent attached hereto. CITY OF DUBUQUE, IOWA By: T~g ayM'ayo r ~'~Jeann~ F. Schneider, City Clerk VESSEL SYSTEMS, INC. By: Ken E. Heitdtter President By: Mark Klausner General Manager MARKEE, L.L.C. By: Managing Member ACKNOWLEDGMENT STATE OF IOWA ) COUNTY OF DUBUQUE ) On this ~/~,~t~: day of~_~/~,/~/b/ 2003, before me, the undersigned, a Notary Public in and for the State/of/iowa,' personally appeared Terrance M. Duggan and Jeanne F. Schneider to me perso' nally 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 seat 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 and by them ~,e,luntarily executed. N.~ta~ Public in and for the State of Iowa My Commission Expires: IE~,IC~VJ41$S'ON NO 183274 4/o5 STATE OF IOWA COUNTY OFDUBUQUE ) ) ss. ) On this day of 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared and , to me known, who being by me duly sworn, did say that they are the President and General Manager, respectively, of Vessel Systems, Inc., the corporation executing the instrument to which this is attached and that as said President and General Manager of Vessel Systems, Inc. acknowledge the execution of said instrument to be the voluntary act and deed of said company, by it and by them voluntarily executed. Notary Public in and for the State of Iowa My Commission Expires: STATE OF IOWA ) ) ss. COUNTY OF DUBUQUE ) On this day of2003, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared , to me known, who being by me duly sworn, did say that he is the Managing Member of Marke, L.L.C. the limited liability company executing the instrument to which this is attached and that as said Managing Member of Marke, L.L.C. acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public in and for the State of Iowa My Commission Expires: CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed, and being of the opinion that the minimum market value contained in the foregoing Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Assessment Agreement, upon completion of Minimum Improvements to be made on it and in accordance with the Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion shall not be less than One Million Dollars ($1,000,000.00) until termination of this Assessment Agreement pursuant to the terms hereof. Dubuque City Assessor for the City of Dubuque, Iowa Date: STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) Subscribed and sworn to before me by City Assessor for the City of Dubuque, Iowa. Notary Public in and for the State of Iowa My Commission expires: Date: F:\USERS~Pmyhre\WPDOCS\LOANDOC\vessels~MIN-ASSE.AG~.doc Prepared by Brian J. Kane, Kane, Norby & Reddick PC, 2100 Asbuty Road, Suite 2, Dubuque, IA 52001 563/582-7980 PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT This Partial Assignment of Development Agreement ("Partial Assignment") is made this day of , 2003 by VESSEL SYSTEMS, INC., an Iowa corporation ("Assignor") and MARKE, L.L.C., an Iowa limited liability company ("Assignee"). A. Assignor and the City of Dubuque ("City") entered into that certain Development Agreement dated (~e_- ~-- ,2003 ("Agreement") with regard to the real estate legally described as: Lots Seven (7) and Eight (8) of Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa, according to the recorded plats thereof, subject to and together with easements and restrictions of record, (the "Property"); and B. Assignor, as the Developer under the Agreement, desires that the Property be conveyed to, and title to the Property remain in, Assignee. Assignor further desires that Assignor remain the Developer under the Agreement in all respects not related to conveyance of, and title to, the Property. Assignee hereby agrees to be bound by the Agreement in all respects as though it were also the Developer under the Agreement. Pursuant to Section 4.10 of the Agreement, the City must consent, in writing, to such an assignment. The City consents to this Partial Assignment. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the following mutual terms and conditions: 1. Assignor hereby assigns all its rights and interest in the Agreement which relate to conveyance of, and title to, the Property to Marke, L.L.C., an Iowa limited liability company, as Assignee, such that Assignee is the record titleholder of the Property, and the City hereby consents to such assignment, and such consent is further shown by the signatures hereto of the Mayor and City Clerk. All other rights and obligations under the Agreement related to the Developer are hereby expressly retained by Assignor. Assignee also agrees that it and the Property are, and shall remain, subject to the Agreement according to the terms thereof and that the Assignee is also subject to all the duties and obligations of the Developer under the Agreement to the same extent as if it was the Developer under the Agreement. Page 1 of 3 2. Ratification. In all other respects, the parties ratify and confirm the Agreement. 3. Governing Law/Successors and Assigns. This Partial Assignment shall be governed by and construed in accordance with the laws of the State of Iowa. This Partial Assignment shall be binding upon the parties hereto and their respective successors in interest and assigns. VESSEL SYSTEMS, INC. MARKE, L.L.C. By By Ken E. Heitritter, President Mark Klausner, Manager CITY OF DUBUQUE T~ance M. Duggan, May~ Attest: ~ t~-~ (~/~eanne F. Schneider, City Clerk-- STATE OF IOWA ) COUNTY OF DUBUQUE ) ss: Onthis dayof ., 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Ken E. Heitritter, to me personally known, who being by me duly sworn, did say that he is the President of the corporation executing the within and foregoing instrument; that no seal has been procured by the corporation; that said instrument was signed on behalf of the corporation by authority of its Board of Directors; and the said President acknowledged the execution of the foregoing instrument to be the voluntary act and deed of the corporation, by it and by him voluntarily executed. Notary Public STATE OF IOWA ) COUNTY OF DUBUQUE ) ss: On this__ day of ,2003, before me, the undersigned, aNotary Public in and for the State of Iowa, personally appeared Mark Klausner, to me personally known, who being by me duly sworn, did say that he is Manager of Marke, L.L.C. and that said instrument was Page 2 of 3 signed on behalf ofMarke, L.L.C. by authority of its managers and the said Manager acknowledged the execution of the foregoing instrument to be the voluntary act and deed of Marke, L.L.C., by it and by him voluntarily executed. Notary Public STATE OF IOWA ) COUNTY OF DUBUQUE ) ~s: . On this ~ day of~' .J/~/d~Ff/o/, 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, pers6r~ly appeared Terrance M. Duggan and Jeanne F. Schneider, to me personally known, and, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, that the seal affixed to the foregoing instrument is the corporate seal of the corporation and that the instrument was signed and sealed on behalf of the corporation, by authority ' Council, and that Terrance M. Duggan and Jeanne F. Schneider acknowledged t their voluntary~,act and deed and the voluntary act and deed of the corporation, , Public Page 3 of 3 Prepared b¥: Pamela Mvhre OW Hall, 50W. 13aStree~Dubuque~lova52001 Tax Statementto: VesselSystems, inc. 8015 ChavenelleRoad Dubuque, lA52002 Phone:563-583-4213 SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (hereinafter "Grantor"), in consideration of the Grantee named below undertaking the obligations of the Developer under the Agreement described below and the sum of Three Hundred Eighty-Two Thousand Nine Hundred Eighty Dollars ($382,980.00) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto MARKE, L.L.C., an Iowa limited liability company(herein "Grantee"), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit: Lots 7 and 8 Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa, according to the recorded plats thereof, subject to and together with easements and restrictions of record 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. 191-03 of the City of Dubuque adopted June 2, 2003, the terms and conditions thereof, if any, having been fulfilled. This Deed is being delivered in fulfillment of the Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Development Agreement executed by the City and Vessel Systems, Inc. and to which Grantee herein has agreed to be bound, dated June 2, 2003, (hereinafter the "Agreement"), a memorandum of which was recorded on ,2003, in the records of the Recorder of Dubuque County, Iowa, Instrument Number - 03. Promptly after completion of the improvements in accordance with the provisions of the Agreement, the Grantor will furnish Vessel Systems, Inc. with a Certificate of Completion in the form set forth in the Agreement. Such certification by the Grantor shall be (and the certification itself shall so state) a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of Vessel Systems, Inc. and the Grantee, and their 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 Vessel Systems, Inc. and the 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 the Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, the Grantor shall, within twenty days after written request by Vessel Systems, Inc. or the Grantee, provide Vessel Systems, Inc. and the Grantee with a written statement indicating in adequate detail in what respects Vessel Systems Inc. and the Grantee have failed to complete the improvements in accordance with the provisions of the Agreement or are otherwise in default, and what measures or acts will be necessary, in the opinion of the Grantor, for Vessel Systems, Inc. or the Grantee to take or perform in order to obtain such certification. In the event that an Event of Default occurs under Section 5.1 of the Agreement and Vessel Systems, Inc. or the Grantee herein shall fail to cure such default within the period and in the manner stated in Section 5.2 of the Agreement, then the Grantor shall have the right to re-enter and take possession of the property and to terminate and revest in the Grantor the estate conveyed by this Deed to the 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. The City hereby covenants to warrant and defend the said premises against the lawful claims of all persons whomsoever claiming by, through and under it. thi§-z~r~ ?~'day o~.~-~/~/.~'~/, 2003, at Dubuque, Iowa. Dated ATTEST: By: BYJ~nne F. Schnei(Jer, City Clerk T~rrance M. Dug~ Mayor STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) -' On this ~ay of.~f'~'4¢ ,2003, before me a Notary Public in and for said County, personally appeared Terrance M. Duggan 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 instrum~ent to be the free act and deed of said Municipal Corporation by it voluntari~cuted. Notary Pubq~c in and for Dubuque County, Iowa F:\USERS\Pmyhre\WPDOCS~,LOAN DOC\vessels~Deed.doc MARKE, L.L.C. & VESSEL SYSTEMS, INC./CITY OF DUBUQUE CLOSING September 29, 2003 2:30 p.m. Location: Barry Lindahl Office 300 Main Street Suite 330 Dubuque, Iowa 52001 563/583-4113 1. Abstract brought up to date and delivered for review prior to Closing City 2. Interstate Power Mortgage Rlease City 3. Memorandum of Development Agreement signed by all parties City 4. Opinion of Counsel for Developer VS 5. Lender's commitment letter VS 6. Insurance certificates VS 7. Approval of site plan City 8. Partial Assignment of Development Agreement VS 9. Special Warranty Deed City Resolution approving Development Agreement Proof of Publication 10. Declaration of Value NA 11. Groundwater Hazard Statement City 12. Minimum Assessment Agreement VS/LLC 13. Taxes NA 14. Purchase Price: Purchase Price $ 382,980.00 Acquisition Grant 191,490.00 Due at Closing $ 191,490.00 VS 15. Closing Statement City CLOSING STATEMENT MARKE, L.L.0 & VESSEL SYSTEMS, INC. /CITY OF DUBUQUE September 29, 2003 Lot 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition S Purchase Price Acquisition Grant Due at Closing City of Dubuque, Iowa V sel Systems, Inc. Marke, L.L.C. REV. 9/3/03 $ 382,980.00 191,490.00 $ 191,490.00 el '61' Pre.ared b • PAMELA MYHRE 50 W. 13th Street Dubu.ue Iowa 52001 563 589-4393 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and between the City of Dubuque, Iowa, an Iowa municipal corporation, and Vessel Systems, Inc., an Iowa corporation, was made regarding the following described premises: Lots 7 and 8 in Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa, according to the recorded plat thereof. The Development Agreement was signed on the 2nd day of June, 2003 and contained covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. DATED this 2,764 day of September, 2003. VESSEL SYSTEMS, INC. By: Ken E Heitritter, President By: Mark Klausner, General Manager CITY OF DUBUQUE, IOWA By: Terrance M. Duggan, ne F. Schneider, City Clerk STATE OF IOWA ss: DUBUQUE COUNTY On this day of September, 2003, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Ken E. Heitritter and Mark Klausner, to me personally known, who being by me duly sworn did say that they are the President and General Manager of Vessel Systems, Inc. and that said instrument was signed on behalf of said company by authority of its members and that they acknowledged the execution of this instrument to be the voluntary act and deed of said company by it voluntarily executed. Not.: ry Public, Sta - of Iowa STATE OF IOWA ss: DUBUQUE COUNTY ari, 7:7 to p' MELINDA RETTENBERGER Commission Number 1 bty Commission Expires On this z4 tit day of September, 2003, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Terrance M. Duggan and Jeanne F. Schneider, to me personally known, who being by me duly swom 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 instru . ent to be the free act and, deed of said Municipal Corporation by it voluntarily exec d. off fr N.tary Public, State of Iowa 0 A__ thi SUSAN M. WINTER NO. 183274 /I/WOO/MSS/ON EXPIRES 2/14/05 F:\USERS\Pmyhre\WPDOCS1LOANDOC\vessels1MEMGDEVA.doc Planning Services Department City Hall 50 West 13th Street Dubuque, Iowa 52001-4864 (563) 589-4210 office (563) 5894221 fax (563) 690-6678 TDD planning@cityofdubuque.org SITE PLAN APPROVAL September 16, 2003 Applicant: Ken Heitritter/Steve Ulstad Business: Vessel Systems Address: 430 E. 7th St. Project Location: 8025 Chavanelle Road The site plan dated August 6, 2003, and submitted on August 6, 2003, is approved with the following conditions: 1) The following comments were received from the Planning Services Department. Please contact Guy Hemenway at 589-4210 if you have any questions. a) All vehicular circulation,including truck parking and backing, must occur interior to the site and not occur on public right-of-way.. Please supply dumpster enclosure details showing enclosure design and materials. At 26 employees on the maximum shift and no service vehicles, the 32 off- street parking spaces indicated on the site diagram fulfill the parking requirements. d) Please submit a detailed landscape plan that shows site landscaping and parking lot screening as per PUD requirements. e) Please note site lighting, type.and location on plan as per lighting requirements setforth in the PUD ordinance. g) Separate sign plans must be submitted and a sign permit must be secured prior to construction of site signage. Please calculate the square footage of non -permeable area. Service People Integrity Responsibility Innovation Teamwork Site Plan Approval —Vessel Systems, 8025 Chavanelle Road Page 2 2) The following comments were received from the Engineering Department. Please contact Ron Turner at 589-4270 if you have any questions. a) Provide a copy of the Pollution Prevention Plan and the NPDES Permit when received. ,, // b) Sidewalk may be required along Seippel Road in the future./' c) Drainage from the north half of the site must flow north behind the west right- of-way line.to the Alliant drainage .swale. Lot must be graded to prevent water ° from flowing onto Seippel Road. Coordinate said grading with the abutting property owner. d) Construct sidewalk with a minimum slope of inch per foot. 3) Contact Iowa One Call (1-800-292-8989) prior to any excavation for location of underground traffic control or street light wiring, storm and sanitary sewer, water main and other underground utilities. 4) All construction in public right-of-way shall be to City of Dubuque Standards and Specifications with applicable permits obtained for excavation and construction. 5) Provide erosion control measures during construction to prevent runoff from carrying sediment off-site. 6) Lot corners shall be established at the site prior to the start of construction as necessary to verify setback requirements. 7) Development activities approved through the site plan review process may only be carried out in conformance with the approved site plan. Any substantial deviation from the approved site plan, unless approved in advance, shall be a violation of the City's Zoning Ordinance, Section 4-4, and subject to civil citation. 8) Site plan approvals are valid for a period of two (2) years from the date of approval. Within this two-year time frame, a building permit must be applied for. If you have any questions or issues that you wish to discuss, please contact Guy Hemenway at 319/589-4210. He will put you in cI he appropriate staff person or set up a m eting with the appropriate departm Guy H way, Planning Se App cant/Owner Ron Turner, Engineering Services Prepared by Brian J. Kane, Kane, Norby & Reddick PC, 2100 Asbury Road, Suite 2, Dubuque, IA 52001 563/582-7980 PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT This Partial Assignment of Development Agreement ("Partial Assignment") is made this �'% day of 'f f t? , 2003 by VESSEL SYSTEMS, INC., an Iowa corporation ("Assignor") and MARKE, L.L.C., an Iowa limited liability company ("Assignee"). A. Assignor and the City of Dubuque ("City") entered into that certain Development Agreement dated Quh,¢.. Z. , 2003 ("Agreement") with regard to the real estate legally described as: Lots Seven (7) and Eight (8) of Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa, according to the recorded plats thereof, subject to and together with easements and restrictions of record, (the "Property"); and B. Assignor, as the Developer under the Agreement, desires that the Property be conveyed to, and title to the Property remain in, Assignee. Assignor further desires that Assignor remain the Developer under the Agreement in all respects not related to conveyance of, and title to, the Property. Assignee hereby agrees to be bound by the Agreement in all respects as though it were also the Developer under the Agreement. Pursuant to Section 4.10 of the Agreement, the City must consent, in writing, to such an assignment. The City consents to this Partial Assignment. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the following mutual terms and conditions: 1. Assignor hereby assigns all its rights and interest in the Agreement which relate to conveyance of, and title to, the Property to Marke, L.L.C., an Iowa limited liability company, as Assignee, such that Assignee is the record titleholder of the Property, and the City hereby consents to such assignment, and such consent is further shown by the signatures hereto of the Mayor and City Clerk. All other rights and obligations under the Agreement related to the Developer are hereby expressly retained by Assignor. Assignee also agrees that it and the Property are, and shall remain, subject to the Agreement according to the terms thereof and that the Assignee is also subject to all the duties and obligations of the Developer under the Agreement to the same extent as if it was the Developer under the Agreement. Page 1 of 3 2. Ratification. In all other respects, the parties ratify and confirm the Agreement. 3. Governing Law/Successors and Assigns. This Partial Assignment shall be governed by and construed in accordance with the laws of the State of Iowa. This Partial Assignment shall be binding upon the parties hereto and their respective successors in interest and assigns. VESSEL SYSTEMS, INC. By K E. Heitritter, President CITY OF DUBUQUE By T rrance M. Duggan, May Attest: By Jeanne F. Schneider, City Cler STATE OF IOWA ) COUNTY OF DUBUQUE ) ss: MARKE, L.L.C. Mark Klausner; Manager On this ay9 day of , 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Ken E. Heitritter, to me personally known, who being by me duly sworn, did say that he is the President of the corporation executing the within and foregoing instrument; that no seal has been procured by the corporation; that said instrument was signed on behalf of the corporation by authority of its Board of Directors; and the said President acknowledged the execution of the foregoing instrument to be the voluntary act and deed of the corporation, by it and b him voluntarily executed. t. MELIN[ JN »IETTENBERGEA ' Corrimlivtliin !dumber 125 y CO rt 1F&; .i Expires riAnt:nrnagT,Villf Meal STATE OF IOWA ) COUNTY OF DUBUQUE ) ss: On this a? day of• `,► , 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, per ve nally appeared Mark Klausner, to me personally known, who being by me duly sworn, did say that he is Manager of Marke, L.L.C. and that said instrument was Page 2 of 3 signed on behalf of Marke, L.L.C. by authority of its managers and the said Manager acknowledged the execution of the foregoing instrument to be the voluntary act and deed of Marke, L.L.C., by it and by him voluntarily executed. STATE OF IOWA ) COUNTY OF DUBUQUE Not Public 4ELINKD,! RE'iTENBERGER Con•Irr l:r. i r, h4ui`ner 125 K7 : r.nl'I ai ;; :a : f;apiriD LL.Is1.1,11uM11111.,,,1„ I�III1iIIMN On this day o �p,,�. 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, Pers • n., ly appeared Terrance M. Duggan and Jeanne F. Schneider, to me personally known, and, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, that the seal affixed to the foregoing instrument is the corporate seal of the corporation and that the instrument was signed and sealed on behalf of the corporation, by authority and resolution of its City Council, and that Terrance M. Duggan and Jeanne F. Schneider acknowledged the execution oft - i strument to their volunt • act and deed and the voluntary act and deed of the corporatii ► it vol - , . ly exe ute „00111* iiiigarintir N t tary Public Page 3 of 3 SUSAN US M. WINTER COMMISSION MYCOMMISSION E. PIRES 183 74 md•_. Prepared by: Pamela Myhre City Hall, 50 W 13th Street, Dubuque, lows 52001 Phone:563-583-4213 Tax Statement to: Vessel Systems, Inc. 8015 Chavenelle Road Dubuque, IA52002 SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (hereinafter "Grantor"), in consideration of the Grantee named below undertaking the obligations of the Developer under the Agreement described below and the sum of Three Hundred Eighty -Two Thousand Nine Hundred Eighty Dollars ($382,980.00) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto MARKE, L.L.C., an Iowa limited liability company(herein "Grantee"), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit: Lots 7 and 8 Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa, according to the recorded plats thereof, subject to and together with easements and restrictions of record 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. 191-03 of the City of Dubuque adopted June 2, 2003, the terms and conditions thereof, if any, having been fulfilled. This Deed is being delivered in fulfillment of the Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Development Agreement executed by the City and Vessel Systems, Inc. and to which Grantee herein has agreed to be bound, dated June 2, 2003, (hereinafter the "Agreement"), a memorandum of which was recorded on E-11- 914-11302-. 2`t , 2003, in the records of the Recorder of Dubuque County, Iowa, Instrument Number 2616'7 - 03. Promptly after completion of the improvements in accordance with the provisions of the Agreement, the Grantor will furnish Vessel Systems, Inc. with a Certificate of Completion in the form set forth in the Agreement. Such certification by the Grantor shall be (and the certification itself shall so state) a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of Vessel Systems, Inc. and the Grantee, and their 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 Vessel Systems, Inc. and the 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 the Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, the Grantor shall, within twenty days after written request by Vessel Systems, Inc. or the Grantee, provide Vessel Systems, Inc. and the Grantee with a written statement indicating in adequate detail in what respects Vessel Systems Inc. and the Grantee have failed to complete the improvements in accordance with the provisions of the Agreement or are otherwise in default, and what measures or acts will be necessary, in the opinion of the Grantor, for Vessel Systems, Inc. or the Grantee to take or perform in order to obtain such certification. In the event that an Event of Default occurs under Section 5.1 of the Agreement and Vessel Systems, Inc. or the Grantee herein shall fail to cure such default within the period and in the manner stated in Section 5.2 of the Agreement, then the Grantor shall have the right to re-enter and take possession of the property and to terminate and revest in the Grantor the estate conveyed by this Deed to the 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. The City hereby covenants to warrant and defend the said premises against the lawful claims of all persons whomsoever claiming by, through and under it. Dated thi /i "day of4, i --CA/ , 2003, at Dubuque, Iowa. ATTEST: CITY By: Bv: Jeanne F. Schneider, City Clerk QUE IOWA 1 rrance M. Dug..', Mayor STATE OF IOWA COUNTY OF DUBUQUE On this day of *L,JILI P'. , 2003, before me a Notary Public in and for said County, pers • n J' ly appeared Terrance M. Duggan 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 el uted. I, ‘ii Al IVAIVA.larr SS F:\USERS\Pmvh re\W PDOCS\LOANDOC\vessels\Deed.doc Notary Pub is in and for Dubuque County, Iowa SUSAN iv!. WINTER COMMISSION NO. 183274 MY COMMISSION EXPIRES 2/14/05 Prepared by: Pamela Myhre City Hall, 50 W. 13th Street Dubuque, IA 52001 563-589-4213 RESOLUTION NO. 191-03 RESOLUTION APPROVING A DEVELOPMENT AGREEMENT PROVIDING FOR THE SALE AND PRIVATE DEVELOPMENT OF LOTS 7 AND 8 DUBUQUE INDUSTRIAL CENTER WEST 2ND ADDITION IN THE CITY OF DUBUQUE, IOWA, TO VESSEL SYSTEMS, INC. Whereas, this Council, by Resolution No. 166 - 03 dated May 19, 2003, declared its intent to enter into a Development Agreement with Vessel Systems, Inc. for the sale and development of Lots 7 and 8 of the Dubuque Industrial Center West 2nd Addition in the City of Dubuque, Iowa, as shown on the attached plat (the Property); and Whereas, pursuant to published notice, a public hearing was held on the proposed disposition on June 2, 2003, at 6:30 p.m. at the Carnegie -Stout Public Library Auditorium, 360 W. 11 Street, Dubuque, Iowa; and Whereas, it is the determination of this Council that approval of the Development Agreement for the sale to and development of the property by Vessel Systems, Inc. according to the terms and conditions set out in the attached Development Agreement is in the public interest of the citizens of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the attached Development Agreement by and between the City of Dubuque and Vessel Systems, Inc. and the sale of the Property to Vessel Systems, Inc. is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City and City Clerk is authorized and directed to attest to his signature. Section 3. That the Mayor and City Clerk are hereby authorized and directed to execute and deliver a Special Warranty Deed for the Property as provided in the Development Agreement. Section 4. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Attest: Passed, approved and adopted this 2nd day of June, 2003. Terfance M. Duggan, Jeanne F. Schneider, City Clerk F:\USERS\Pmyhre\W PDOCS\LOANDOC\vessels\finaldispo.res.doc CERTIFICATE OF CITY CLERK STATE OF IOWA ) COUNTY OF DUBUQUE I, Jeanne F. Schneider, do hereby certify that I am the duly appointed, qualified, and acting Clerk of the City of Dubuque, Iowa in the County aforesaid, and as such Clerk I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 191-03 is a correct copy of the original Resolution No. 191-03 approved and adopted by the City Council of the City of Dubuque, Iowa, at a session held by said Council on the 2nd day of June, 2003. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa on this 3rd day of September, 2003. Jeanne F. Schneider, CMC City Clerk (SEAL) CA C' cn 0 rElr- C0 a. 0 0 w 0 0 0 P 0 ''d 0- 'F'.> a N fri O d 0 c W� O 8" 0 s, CERTIFICATION OF PUBLICATION REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT Please read the filing instructions on the reverse side BEFORE completing this form. PART I - TO BE COMPLETED BY TRANSFEROR (Please Type or Print Legibly) 'TRANSFEROR Name City of. Dubuque, Iowa Address 50 West 13th Street Number and Street or RR TRANSFEREE Name Vessel Systems, Inc. Address 430 E. 7th Street Number and Street or RR City, To not.O. 52901-4864 State Ltp a r niO. - s c2�r01 try, o or tAdd'rssiof]Property Transferred 8025 Chavenelle Drive Number and Street or RR Dubuque City, Town, or P.O. 'A 5702 tate p !liAegillIDesoription of Property .: Lot 7 and Lot 8 of Dubuque Industrial Center West 2nd Addition in the :03ik :of Dubuque, Iowa, accordingto the recorded plats thereof, subject to and together with 1I11ascme_nts and restrictions of record :1'.Wells (check one) 3 'These are no known wells situated on this property. 10 There is a well or wells situated on this property. The type(s), location(s) and legal status are stated below. 21. 'Si18ik1Waste Disposal (check one) it There is no known solid waste disposal site on this property. I21 'IThene is a solid waste disposal site on this property, but no notice has been received from the Department of Natural Resources that the 'site is deemed to be potentially hazardous. 121 !Ther is a solid wastedisposal; site on this property which has been deemed to be potentially hazardous by the Department of Natural I:Resources. The location(s) of the site(s) is stated below. :3.. Hazardous Wastes (check one) I:There is no known hazardous waste on this property. 911 IiThere is hazardous waste on this property and it is being managed in accordance with Department of Natural Resources rules. 4.. 1lddeyground Storage Tanks (check one) 2'!There are no known underground storage tanks on this property. (Note exclusions such as small farm and residential motor fuel tanks, ii most heating oil tanks, cisterns and septic tanks, in instructions.) [1:iThere is an undergroundstorage tank or tanks on this property. The type(s), size(s) and any known substance(s) contained are described I. below. 5G, i inivate Burial Site (check one) Ed::There are no known private burial sites on this property. 0l ::There is a private burial site on this property. The location(s) of the site(s) is stated below. The known identifying information of the a !decedent is stated below. ::I'mlhs nation, if any, required by statements checked above: IAtlCadliment for Additional Information? Y / N If so, number of pages III: BBIREBY DECLARE T Mil, INFORMATION CONTAINED IN PART 1 OF THIS STATEMENT IS TRUE AND CORRECT :Strutiure: ,� i� Telephone Number: (5�3) 589-4393 ror or PART II - TO BE COMPLETED BY RECORDER 11E14316f:instrument Book/I.D. Page/I.D. :;DatisiofiRecording City or Township I;Iledrlt :0 Contract 0 County 111 Nille'forrn (July 99) FILE WITH RECORDER (See Instruction #6) 542-0960 Prepared by: Pamela Myhre, 50 W. 13th Street, Dubuque, IA 52001 Phone: 563-589-4393 ASSESSMENT AGREEMENT THIS ASSESSMENT AGREEMENT, dated as of this ZI day of le 00672- 2003, by and among the CITY OF DUBUQUE, IOWA, (the "City"), Vessel Systems, Inc., its successors and assigns, (the "Developer"), and the CITY ASSESSOR for the City of Dubuque, Iowa (the "Assessor"). WITNESSETH: WHEREAS, on or before the date hereof the City and Developer have entered into a Development Agreement as of June 2, 2003 (the "Agreement") regarding certain real property located in the City legally described as follows: Lot 7 and 8 Dubuque Industrial Center West 2nd Addition, in the City of Dubuque, Dubuque County, Iowa (the "Development Property"); and WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will undertake the development of the Development Property, which is within the Dubuque Industrial Center Economic Development District established under Urban Renewal Plan adopted by Resolution No. 478-97 on November 17, 1997; and WHEREAS, pursuant to Section 403.6 of the Code of Iowa, as amended, the City and the Developer desire to establish a minimum actual value for Development Property, facilities and the equipment thereon to be constructed by the Developer pursuant to the Agreement (defined therein as the "Minimum Improvements"); and WHEREAS, the City and the Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements which it is contemplated will be erected. NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 1. Upon substantial completion of construction of the above -referenced Minimum Improvements by the Developer, but no later than January 1, 2004, the minimum actual taxable value which shall be fixed for assessment purposes for the Development Property and Minimum Improvements to be constructed thereon by the Developer shall be not less than One Million Dollars ($1,000,000.00), (hereafter referred to as the "Minimum Actual Value") until termination of this Assessment Agreement. The parties hereto expect that the construction of the above -referenced Minimum Improvements will be completed on or before December 31, 2003. Nothing herein shall be deemed to waive the Developer's rights under Iowa Code Section 403.6(19) to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall the Developer seek to reduce the actual value assigned below the Minimum Actual Value established herein during the term of this Agreement. 2. The Minimum Actual Value herein established shall be of no further force and effect and this Assessment Agreement shall terminate on July 1, 2016. 3. This Assessment Agreement shall be promptly recorded by the Developer with the Recorder of Dubuque County, Iowa, and prior to the recording of any mortgage or other encumbrance by Developer. The Developer shall pay all costs of recording. 4. Neither the preambles nor provisions of this Assessment Agreement are intended to, or shall be construed as, modifying the terms of the Agreement between the City and the Developer. 5. This Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, and all holders of mortgages upon or security interests in the Development Property or Minimum Improvements granted prior to the date hereof, to secure any loans with respect to the Development Property or Minimum Improvements, that execute the consent attached hereto. CITY OF DUBUQUE, IOWA B Jeanne F. Schneider, City Clerk VESSEL SYSTEMS, INC. By: E. Heitritter P -sident By: Mark Klausner General Manager MARKEE, L.L.C. By: Managing Member ACKNOWLEDGMENT STATE OF IOWA ) ) ss. COUNTY OF DUBUQUE ) On this ,6, "d`-' day of %a i,. 2003, before me, the undersigned, a Notary Public in and for the Stat= of owa, personally appeared Terrance M. Duggan and Jeanne F. Schneider to me pers • nally 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 Corpor-tion by it and by them v d luntarily executed. N tary Public in and for the State of Iowa My Commis: ion Expires: S 7:7 AA WINTFR C ?M ISSION NO. 183274 MY COMMISSION EXPIRES 2/14/05 STATE OF IOWA ) ) SS. COUNTY OF DUBUQUE ) On this ai day of 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared KEA_ 94. /1-R and % -Q, , to me known, who being by me duly sworn, did say that they are the President and General Manager, respectively, of Vessel Systems, Inc., the corporation executing the instrument to which this is attached and that as said President and General Manager of Vessel Systems, Inc. acknowledge the execution of said instrument to be the voluntary act and deed of said company, by it and by them voluntarily executed. MELINL» F'+. i TENBERGER CommIsio;: Number 125 My Co:nimlc,lno Expires otary Publi in and/ for the State of Iowa My Commission Expires: 11//06, STATE OF IOWA ) ) ss. COUNTY OF DUBUQUE ) On this 9 day of g� 2003, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared /1114 , to me known, who being by me duly sworn, did say that he is the Managing Member of Marke, L.L.C. the limited liability company executing the instrument to which this is attached and that as said Managing Member of Marke, L.L.C. acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. MELItiC'1 TEMBERGER Comrril:.': .‘, slumber 125 MY Carla: 4,t1OPt Expires -741,1.644(1- 'Orr "Notary Public i and lor,the,State of Iowa My Commission Expires: --7/// 6 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed and the market value assigned to the land upon which the Minimum Improvements are to be constructed, and being of the opinion that the minimum market value contained in the foregoing Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the property described in the foregoing Assessment Agreement, upon completion of Minimum Improvements to be made on it and in accordance with the Assessment Agreement, certifies that the actual value assigned to such land, building and equipment upon completion shall not be less than One Million Dollars ($1,000,000.00) until termination of this Assessment Agreement pursuant to the terms hereof. %ezDubuque City Assessor for y of Dubuque, Iowa Date: STATE STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) Subscribed and sworn to before me by .g01.14-0=. , • c6 keit_ City Assessor for the City of Dubuque, Iowa. C,\,,,z2C- �I►frlr Notary Public i an• for °State of Iowa My Commission expires: 0 Date: MELINDA RETTENBERCER Commission Number 12 My Commission Expires) d_ F:\USERS\Pmyhre\WPDOCS\LOANDOC\VesseIS\MIN-ASSE.AG .doc g43