Spahn and Rose Lumber Company_Development Agreement for 925 Kerper Blvd.Masterpiece on the Mississippi
Dubuque
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NI- AmericaCity
1 I
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approval of a Development Agreement with Spahn & Rose Lumber Co.
DATE: August 11, 2011
Economic Development Director Dave Heiar is recommending the approval of a
Development Agreement with Spahn & Rose Lumber Co. regarding the lease of the
former City Operations and Maintenance building located at 925 Kerper Boulevard that
includes a property tax rebate for the three -year life of the lease.
In response to losing warehouse space in the 1000 Jackson building, Spahn & Rose
needed temporary space to have more time evaluating potential future locations for
warehousing or moving their operations to a new location. Spahn & Rose approached
the City about the Old City Garage.
A three -year lease was approved by the City Council on July 8th, 2011 for 15,000 sf
inside the Old City Garage. The company is interested in leasing more space in the
building as it becomes available. The lease rate is $2,625 per month (based on a sf
rate of $2.10) during the term of the lease, which expires on June 30, 2014. The first
year's rent is at a 50% discount. Spahn & Rose will be responsible to pay for the
utilities in the building and the property taxes.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mich el C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Directoi ;CD
DATE: August 10, 2011
SUBJECT: Approval of a Development Agreement with Spahn & Rose Lumber Co.
Dubuque
AI- anedcacnr
2007
INTRODUCTION
This memorandum presents for City Council consideration a Resolution approving a
Development Agreement with Spahn & Rose Lumber Co. regarding the lease of the
former City Operations & Maintenance building (Old City Garage) located at 925 Kerper
Boulevard.
BACKGROUND
S &R has their Dubuque operations located on Jackson Street between 10th and 12th
Streets. They own most of the property in that area but they lease approximately
30,000 square feet of warehouse space from Wilmac Property Company at 1000
Jackson Street (the Voices Building).
S &R had access to 15,000 sf of the rented space through dock doors located on 10th
Street between Jackson and Washington Streets. The complete street redevelopment
along that block no longer allows trucks to access that door. Portzen construction was
scheduled to begin work in that block near July 1, 2011, creating the need for additional
warehouse space in the area for S &R to store their merchandise.
In response to losing warehouse space in the 1000 Jackson building, S &R needed
temporary space to have more time evaluating potential future locations for
warehousing or moving their operations to a new location. S &R approached the City
about the Old City Garage.
A three year lease was approved by the City Council on July 8th, 2011 for 15,000 sf
inside the Old City Garage. The company is interested in leasing more space in the
building as it becomes available. The lease rate is $2,625 per month (based on a sf
rate of $2.10) during the term of the lease which expires on June 30, 2014. The first
year's rent is at a 50% discount. S &R will be responsible to pay for the utilities in the
building and the property taxes.
DISCUSSION
Included in the three year lease is a provision that the City Manager was willing to
recommend a Development Agreement to the City Council to rebate the property taxes
allowed through the use of Tax - Increment Financing. This incentive would reduce the
operating costs for S &R to utilize the property during the three year lease. The yearly
TIF rebates have an estimated value of $10,450 (assuming a property value of
$312,000). S &R is not required to create or maintain any jobs, but is required to lease
the property for the three year period and pay all taxes accrued during the lease term.
RECOMMENDATION
I recommend that the City Council approve the Development Agreement with Spahn &
Rose Lumber Co. which provides for a three year property tax rebate for the leased
space in the former City Operations & Maintenance Building located at 925 Kerper
Boulevard.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution.
F:\USERS\Econ Dev \Spahn & Rose \City Garage Lease DA\20110810 Memo S&R City Garage DA.docx
RESOLUTION NO. 285 -11
A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH SPAHN &
ROSE LUMBER CO. FOR THE PROPERTY LOCATED AT 925 KERPER
BOULEVARD
Whereas, the City of Dubuque, Iowa, has undertaken an Urban Renewal project
for the purpose of advancing the community's ongoing economic development efforts in
the Greater Downtown Urban Renewal District; and
Whereas, the City of Dubuque, Iowa is encouraging the use of financial
incentives to help finance code compliance activities and to spur redevelopment; and
Whereas, it is the determination of this Council that approval of the Development
Agreement for assistance to Spahn & Rose Lumber Co. during the time Spahn & Rose
Lumber Co. is leasing the facility pursuant to a Lease Agreement and according to the
terms and conditions set out in the Development Agreement is in the public interest of
the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Development Agreement with Spahn & Rose Lumber Co.
is hereby accepted and approved.
Section 2. That the Mayor is hereby authorized to execute, on behalf of the
City Council of the City of Dubuque, Iowa, the attached Development Agreement with
Spahn & Rose Lumber Co.
Section 3. That the City Manager is hereby authorized to execute, on behalf of
the City Council of the City of Dubuque, Iowa, all necessary documents and is further
authorized to disburse grant funds in accordance with the terms and conditions of the
executed agreement.
Passed, approved and adopted this 15 day of August, 2011.
F: \USERS \Econ Dev \Spahn & Rose \City Garage Lease DA\20110810_Res Approve DA.docx
Attes
Kevin S. Fi --'stab Acting City Clerk
Roy D. Buol, Mayor
DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE, IOWA,
AND
SPAHN & ROSE LUMBER CO.
AGREEMENT, dated for reference purposes the 15th day of August ,
2011, between the City of Dubuque, Iowa, a municipality (City), established
pursuant to the Iowa Code and acting under authorization of Iowa Code Chapter
403, and Spahn & Rose Lumber Co., an Iowa corporation with its principal place of
business in Dubuque, Iowa, (Employer).
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act
attached hereto as Exhibit A, 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 Greater Downtown Urban
Renewal 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 Greater Downtown Urban Renewal District, approved
by the City Council of City on May 18, 1967, and as subsequently amended through
and including the date hereof (the Urban Renewal Plan); and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of
this Agreement, has been recorded among the land records in the office of the
Recorder of Dubuque County, Iowa and is on file with the City of Dubuque City
Clerk; and
WHEREAS, Employer is a local construction material supplier; and
WHEREAS, Employer has leased from the City the former Operations and
Maintenance Facility on Kerper Boulevard legally described as;
LOT 1- 2- 1 -1 -1, 2 -1 -1- 1 -1, & 2 ALL OF CITY LOT 507, CITY LOT 503 , LOT 2 -1 -2
& 2 -3 -2 OF CITY LOT 504 & VACATED LOT B OF E. 10TH STREET, THAT PART
OF CEDAR STREET BETWEEN 10TH & 11TH (VACATED STREETS) WITH CITY
LOT 503, LOTS 1- 2- 1 -1 -8, 1 -1 -2 -8, 2- 2- 2- 1 -1 -8, 1 -1- 2 -1 -8, 1- 2- 2 -1 -8, & LOT 2 -1-
2-8 ALL CONGRESSIONAL LOTS (the Property); and
WHEREAS, Employer requests assistance from the City during the time
Employer is leasing the Facility pursuant to a Lease Agreement (the Lease).
1
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.4 Representations and Warranties of City. In order to induce Employer to
enter into this Agreement and the Lease for the Property, City hereby represents
and warrants to Employer that to the best of City's knowledge:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse
change in the Property being conveyed or the possession, use or enjoyment
thereof by Employer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) All leases, contracts, licenses, and permits between City and third
parties in connection with the maintenance, use, and operation of the
Property have been provided to Employer and City has provided true and
correct copies of all such documents to Employer.
(3)
City has good and marketable fee simple title interest in the Property.
(4) The Property has a permanent right of ingress or egress to a public
roadway for the use and enjoyment of the Property.
(5) 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 Employer in writing
of any past notices, orders, suits, judgments or other proceedings relating to
fire, building, zoning, air pollution or health violations as they relate to the
Property of which it has actual notice. The Property is in material
compliance with all applicable zoning, fire, building, and health statutes,
ordinances, and regulations.
(6) Payment has been made for all labor or materials which have been
furnished to the Property or will be made prior to the Closing so that no lien
for labor performed or materials furnished can be asserted against the
Property.
(7) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
(8) 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
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mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation to which City is a party or by which either the City or the
Property being conveyed are bound, nor shall the execution, delivery and
performance of this Agreement violate any statute, regulation, judgment, writ,
injunction or decree of any court threatened or entered in a proceeding or
action in which City may be bound or to which either City or the Property
being conveyed may be subject.
(9) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and it has full power
and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Employer at time of
Closing confirming the representation contained herein, in the form attached
hereto as Exhibit B.
(10) All city utilities necessary for the lease and use of the Property as a
warehouse facility are on site.
(11) For purposes of information only and not as a warranty or
representation, City has advised Employer that the Propertyis included as
part of a "site" known as the "Peoples Natural Gas Site" and is listed on the
Iowa's Registry of Hazardous Waste or Hazardous Substance Disposal Sites
and the National Priorities List under the federal Comprehensive
Environmental Response, Compensation and Liability Act. As such, the site
remains under active investigation and response by City and others and
there are restrictions on the use of the Property arising from such
environmental condition. City shall assume liability and shall indemnify and
hold Employer harmless against all liability or expense arising from any
condition which existed, whether known or unknown, at the time of execution
of this Agreement which condition is not a result of actions of Employer or
which condition arises after date of execution but which is not a result of
actions of Employer. Employer agrees that it has not relied upon City for
information regarding the environmental condition of the site, and has
undertaken independent investigation thereof.
(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
Employer and hold Employer harmless from any and all claims asserted by
any broker engaged directly or indirectly by City for any fees or other
compensation related to the subject matter of this Agreement.
(13) City shall exercise its best efforts to resolve any disputes arising
during the lease in a reasonable and prompt fashion.
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(14) The Property is presently zoned to accommodate Employer's intended
warehousing use.
(15) The representations and warranties contained in this Section shall be
correct in all respects on and as of the Closing with the same force and
effect as if such representations and warranties had been made on and as of
the Closing Date.
1.5 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Employer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall
be correct as of the Closing Date with the same force and effect as if such
representations were made at such time.
(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) Employer, in its sole and absolute discretion, having completed and
approved of any inspections done by Employer hereunder.
(4) City having completed all required notice to or prior approval, consent
or permission of any federal, state, municipal or local governmental agency,
body, board or official to the sale of the Property; and consummation of the
Closing by City shall be deemed a representation and warranty that it has
obtained the same.
(5) Employer and City shall be in material compliance with all the terms
and provisions of this Agreement.
(6) Receipt of an opinion of counsel to Employer in the form attached
hereto as Exhibit C.
1.6 Closing. The closing of the lease shall take place on the Closing Date. Non-
exclusive possession of the Property shall be delivered on the Closing Date, in its
current condition and in compliance with this Agreement, including City's
representations and warranties regarding the same. Consummation of the Closing
shall be deemed an agreement of the parties to this Agreement that the conditions
of closing have been satisfied or waived.
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1.10 Real Estate Taxes. Real estate taxes shall be paid as provided in the
Lease.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Lease of Facility. Employer shall lease from City the former Operations and
Maintenance Facility on Kerper Boulevard upon the terms and conditions set forth
in the Lease.
2.2 Restrictions on Use. Notwithstanding any other provision of the Lease
between City and Employer, Employer agrees to the following restrictions on the
use and enjoyment of the Property:
a. Employer shall not install or allow the installation of wells on the
Demised Premises without the consent of City, except as provided in 9.4 of
the Lease between City and Employer.
b. Employer shall not allow any disturbance or excavation of the soil on
the Property without the consent of City, except as provided in Section 9.4 of
the Lease between City and Employer.
c. Employer shall not allow public access to the Property.
SECTION 3. CITY PARTICIPATION
3.1 Economic Development Grant.
(1) For and in consideration of Employer's obligations hereunder, and in
furtherance of the goals and objectives of the urban renewal plan for the
Project Area and the Urban Renewal Law, City agrees, subject to Employer
being and remaining in compliance with the terms of this Agreement, to
make six (6) consecutive semi - annual payments (such payments being
referred to collectively as the Economic Development Grants) to Employer if
Employer leases the Property and /or Improvements thereon during the
period such tax increment revenues accrue, as follows:
November 1, 2012
November 1, 2013
November 1, 2014
May 1,2013
May 1,2014
May 1,2015
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts
equal to the actual amount of tax increment revenues collected by City under
Iowa Code Section 403.19 (without regard to any averaging that may
otherwise be utilized under Iowa Code Section 403.19 and excluding any
interest that may accrue thereon prior to payment to Employer) during the
preceding six -month period in respect of the Property and Minimum
Improvements constructed by Employer (the Developer Tax Increments).
Employer recognizes and agrees that the Economic Development Grants
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shall be paid solely and only from the incremental taxes collected by City in
respect to the Property and Minimum Improvements, which does not include
property taxes collected for the payment of bonds and interest of each taxing
district, and taxes for the regular and voter - approved physical plant and
equipment levy, and any other portion required to be excluded by Iowa law,
and thus such incremental taxes will not include all amounts paid by
Employer 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 that year, to be
collected by City as taxes are paid during the following fiscal year and which
shall thereafter be disbursed to the Employer if Employer owns or leases
the Property and /or Improvements thereon during the period such tax
increment revenues accrue, otherwise to Employer (and City may rely upon
a statement from Employer with respect to verify such status), 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
Employer on November 1, 2012, and May 1, 2013.)
(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 Spahn & Rose TIF Account of City. City
hereby covenants and agrees to maintain its TIF ordinance in force during
the term and to apply the incremental taxes collected in respect of the
Property and Minimum Improvements and allocated to the Spahn & Rose
TIF Account to pay the Economic Development Grants, as and to the extent
set forth in Section 3.2(1) hereof. The Economic Development Grants shall
not be payable in any manner by other tax increments revenues or by
general taxation or from any other City funds. City makes no representation
with respect to the amounts that may be paid to Employer as the Economic
Development Grants in any one year and under no circumstances shall City
in any manner be liable to Employer so long as City timely applies the
Developer Tax Increments actually collected and held in the Spahn & Rose
TIF Account (regardless of the amounts thereof) to the payment of the
Economic Development Grants to Employer as and to the extent described
in this Section.
(4) City shall be free to use any and all tax increment revenues collected
in respect of other properties within the Project Area, 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
080811ba1
provisions of the Urban Renewal Law, and City shall have no obligations to
Employer with respect to the use thereof.
SECTION 4. COVENANTS OF EMPLOYER
4.1 Lease of Property. Employer shall lease the Property during the Term of this
Agreement.
SECTION 5. EVENTS OF DEFAULT AND REMEDIES
5.1 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 Employer 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 Employer or City to substantially observe or perform any
other material covenant, condition, obligation or agreement on its part to be
observed or performed under this Agreement or the Lease.
5.2 Remedies on Default by Employer. 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 Employer of the Event of Default, but only if the Event of Default
has not been cured within sixty (60) days following such notice, or if the Event of
Default cannot be cured within sixty (60) days and the defaulting party 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;
5.5 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.
080811ba1 7
5.6 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.
5.7 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in
equity, including an action for declaratory relief or arbitration, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of litigation from the other party. Such
fees and costs of litigation may be set by the court in the trial of such action or by
the arbitrator, as the case may be, or may be enforced in a separate action brought
for that purpose. Such fees and costs of litigation shall be in addition to any other
relief that may be awarded.
5.8 Remedies on Default by City. If City defaults in the performance of this
Agreement, Employer may take any action, including legal, equitable or
administrative action that may appear necessary or desirable to collect any
payments due under this Agreement, to recover expenses of Employer, or to
enforce performance and observance of any obligation, agreement, or covenant of
City under this Agreement. Employer may suspend their performance under this
Agreement until they receive assurances from City, deemed adequate by Employer,
that City will cure its default and continue its performance under this Agreement.
SECTION 6. GENERAL TERMS AND PROVISIONS
6.1 Notices and Demands. Whenever this Agreement requires or permits any
notice or written request by one party to another, it shall be deemed to have been
properly given if and when delivered in person or three (3) business days after
having been deposited in any U.S. Postal Service and sent by registered or certified
mail, postage prepaid, addressed as follows:
(1) If to Employer:
Spahn & Rose Lumber Co.
Attn: John Hannan
2175 Southpark Ct.
Dubuque, Iowa 52001
Phone: (563) 582 -3606
With copy to:
O'Connor Thomas Law
John C. O'Connor
700 Locust Street Suite 200
Dubuque, IA 52001
Phone: (563) 557 -8400
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(2) If to City:
City Manager
50 W. 13th Street
Dubuque, lowa 52001
Phone: (563) 589 -4110
Fax: (563) 589 -4149
With copy to:
City Attorney
City Hall
50 W. 13th Street
Dubuque, lowa 52001
or at such other address with respect to any party as that party may, from time to
time designate in writing and forward to the other as provided in this Section.
6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of City and Employer and their respective successors and assigns.
6.3 Termination Date. This Agreement and the rights and obligations of the
parties hereunder shall terminate on May 1, 2015 (the Termination Date).
6.4. Execution By Facsimile. The parties agree that this Agreement may be
transmitted among them by facsimile machine. The parties intend that the faxed
signatures constitute original signatures and that a faxed Agreement containing the
signatures (original or faxed) of all the parties is binding on the parties.
6.5 Memorandum of Development Agreement. Employer shall promptly record
a Memorandum of Development Agreement in the form attached hereto as Exhibit
D in the office of the Recorder of Dubuque County, Iowa. Employer 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
Employer has caused this Agreement to be duly executed.
080811bal
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CITY OF DUBUQUE, IOWA
By:Roy D. uol, Mayor
Ke in Fir stahl,
Acting City Clerk
10
SPAHN & ROSE LUMBER CO.,
Employer
By:
Hannan, resident
LIST OF EXHIBITS
Exhibit A Urban Renewal Plan
Exhibit B City Attorney Certificate
Exhibit C Opinion of Employer's Counsel
Exhibit D Memorandum of Development Agreement
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Prepared by:
Return to:
EXHIBIT A
URBAN RENEWAL PLAN
Aaron DeJong, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (563) 589 -4393
Kevin S. Firnstahl, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (563) 589 -4121
AMENDED and RESTATED
URBAN RENEWAL PLAN
Greater Downtown Urban Renewal District
(A merger of the Downtown Dubuque, Ice Harbor, Kerper Boulevard, and East
7th Street Urban Renewal Districts)
City of Dubuque, Iowa
This Amended and Restated Urban Renewal Plan for the Greater Downtown Urban
Renewal District traces its beginnings to the merger of the Downtown Urban Renewal Area
Project Number Iowa R -15, originally established by Resolution 123 -67 by the City Council
of the City of Dubuque, Iowa on May 18, 1967 and subsequently amended and restated by
Resolution 79 -71 on March 15, 1971, by Resolution 73 -74 on March 11, 1974, by
Resolution 107 -82 on May 3, 1982, by Resolution 191 -84 on June 25, 1984, by Resolution
371 -93 on December 6, 1993, by Resolution 145 -94 on May 2, 1994, by Resolution 479 -97
on November 17, 1997, by Resolution 476 -98 on October 19, 1998 and by Resolution 187-
02 on April 1, 2002, with the Ice Harbor Urban Renewal District, originally established by
Resolution 403 -89 of the City Council of the City of Dubuque, Iowa on December 18, 1989
and subsequently amended and restated by Resolution 241 -00 on June 5, 2000 and by
Resolution 114 -02 on March 4, 2002. The Urban Renewal Plan for the Greater Downtown
Urban Renewal District resulting from that merger was later amended by Resolution 170 -04
on April 19, 2004, by Resolution 391 -06 on August 21, 2006, by Resolution 108 -07 on
February 20th, 2007, by Resolution 597 -07 on December 17, 2007, by Resolution 300 -08
on September 2, 2008, by Resolution 393 -09 on October 5, 2009, and by Resolution 26 -10
on July 19, 2010. On May 2, 2011 the Kerper Boulevard Industrial Park Economic
Development District originally established by Resolution 274 -94 on August 15, 1994 and
the East 7th Street Economic Development District, originally established by Resolution
144 -97 on April 7, 1997 were merged into and became part of the Greater Downtown
Urban Renewal District, pursuant to Resolution 155 -11 approved on May 2, 2011.
Version 2011.2
Note: Complete Urban Renewal Plan is on file in the City Clerk's office, City Hall, 50 West 13th Street,
Dubuque, Iowa
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EXHIBIT B
CITY ATTORNEY'S CERTIFICATE
13
BARRY A. LINDAHL, ESQ.
CITY ATTORNEY
RE:
Dear
(DATE)
THE CITY OF
DUBLJ -- E
I have acted as counsel for the City of Dubuque, Iowa, in connection with the
execution and delivery of a certain Development Agreement between
(Employer) and the City of Dubuque, Iowa (City) dated for
reference purposes the day of , 20 .
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to
execute, deliver and perform its obligations under this Agreement, and to the best
of my knowledge, the representations of the City Manager in his letter dated the
day of , 20__, are correct.
BAL:tls
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Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
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EXHIBIT C
OPINION OF EMPLOYER'S COUNSEL
15
Mayor and City Councilmembers
City Hall
l 3tn 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 (Employer) in
connection with the execution and delivery of a certain Development Agreement
(Development Agreement) between Employer and the City of Dubuque, Iowa (City)
dated for reference purposes the day of , 20_.
We have examined the original certified copy, or copies otherwise identified
to our satisfaction as being true copies, of the Development Agreement and such
other documents and records as we have deemed relevant and necessary as a
basis for the opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other
inquiries as we have deemed appropriate, we are of the opinion that:
1. Employer is a corporation organized and existing under the laws of
the State of Iowa and has full power and authority to execute, deliver and perform
in full Development Agreement. The Development Agreement has been duly and
validly authorized, executed and delivered by Employer and, assuming due
authorization, execution and delivery by City, is in full force and effect and is valid
and legally binding instrument of Employer enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting creditors' rights generally.
2. To our actual knowledge with no duty to inquire, the execution,
delivery and performance by Employer of the Development Agreement and the
carrying out of the terms thereof, will not result in violation of any provision of, or in
default under, the articles of incorporation and bylaws of Employer, any indenture,
mortgage, deed of trust, indebtedness, agreement, judgment, decree, order,
statute, rule, regulation or restriction to which Employer is a party or by which
Employer's property is bound or subject.
3. To our actual knowledge with no duty to inquire, there are no actions,
suits or proceedings pending or threatened against or affecting Employer in any
court or before any arbitrator or before or by any governmental body in which there
is a reasonable possibility of an adverse decision which could materially adversely
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affect the business (present or prospective), financial position or results of
operations of Employer or which in any manner raises any questions affecting the
validity of the Agreement or the Employer's ability to perform Employer's obligations
thereunder.
This opinion is rendered for the sole benefit of the City of Dubuque and no other
party may rely on this opinion.
This opinion is rendered and valid as of the date of this letter and we have no duty
to update this opinion for any matters which come to our knowledge after the date
of this letter.
Very truly yours,
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EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
18
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an
Iowa municipal corporation, of Dubuque, Iowa, and
was made regarding the following described premises:
The Development Agreement is dated for reference purposes the day
of , 20_, and contains covenants, conditions, and restrictions
concerning the sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose
of constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the
terms and provisions of the Development Agreement shall prevail. A complete
counterpart of the Development Agreement, together with any amendments
thereto, is in the possession of the City of Dubuque and may be examined at its
offices as above provided.
Dated this day of , 20_.
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
By:
Kevin S. Firnstahl, Acting City Clerk
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STATE OF IOWA
ss:
DUBUQUE COUNTY
On this day of , 20_, before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared Roy D. Buol and Kevin
S. Firnstahl, to me personally known, who being by me duly sworn did say that they
are the Mayor and Acting 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
Acting City Clerk acknowledged said instrument to be the free act and deed of said
Municipal Corporation by it voluntarily executed.
Notary Public, State of Iowa
STATE OF IOWA
ss:
DUBUQUE COUNTY
On this day of , 20 , before me, a Notary Public in and
for the State of Iowa, in and for said county, personally appeared
to me personally known, who being by me duly sworn did say that they are
the
and that said instrument was signed on behalf of said company by authority
of its members and that they acknowledged the execution of this instrument
to be the voluntary act and deed of said company by it voluntarily executed.
Notary Public, State of Iowa
F: \USERS \Econ Dev \Spahn & Rose \City Garage Lease DA\20110809 S &R City Garage DA_ docx
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