Hunter Equity, LLC_Assignment of Development AgreementMasterpiece on the Mississippi
Dubuque
bierd
All-America City
1
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Assignment of the Development Agreement Between the City of Dubuque,
Iowa and Hunter Equity, LLC to 2013 Dubuque, LLC
DATE: March 28, 2012
On March 19, 2012, the City Council approved the Development Agreement between
the City of Dubuque, Iowa and Hunter Equity, LLC, for the sale of 12.4 acres of property
in the Dubuque Industrial Center North for the construction of an office /distribution
facility for Fed -Ex. In the Development Agreement, Hunter Equity, LLC reserved the
right to assign the Development Agreement to one of four other developers who also do
work for Fed -Ex.
Economic Development Director Dave Heiar recommends City Council approval of the
Assignment of the Development Agreement from Hunter Equity, LLC to 2013 Dubuque,
LLC (Ruedebusch Development & Construction, Inc.) for the construction of an
office /distribution facility for Fed -Ex in the Dubuque Industrial Center North Second
Addition.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael 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
Dubuque
bierd
All-America City
1
2007
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director
SUBJECT: Assignment of the Development Agreement Between the City of Dubuque,
Iowa and Hunter Equity, LLC to 2013 Dubuque, LLC
DATE: March 28, 2012
INTRODUCTION
This memorandum recommends approval of an assignment of the Development
Agreement between the City of Dubuque and Hunter Equity, LLC to 2013 Dubuque, LLC
(Ruedebusch Development & Construction, Inc. of Madison Wisconsin).
BACKGROUND
City staff has worked with the Greater Dubuque Development Corporation, Hunter Equity,
LLC and Fischer & Company on the construction of a new distribution center at the
Dubuque Industrial Center North Second Addition. Hunter Equity, LLC of Dallas, Texas
works with Fed -Ex to develop and construct distribution centers throughout the country.
Their site plan requires a 12 -15 acre parcel of property.
On March 19, 2012, the City Council approved the Development Agreement between the
City of Dubuque, Iowa and Hunter Equity, LLC, for the sale of 12.4 acres of property in the
Dubuque Industrial Center North for the construction of an office /distribution facility. In the
Development Agreement, Hunter Equity, LLC reserved the right to assign the Development
Agreement to one of four other developers who also do work for Fed -Ex. They are:
• Ruedebusch Development & Construction, Inc.
• Baseline Development, LLC
• Setzer Properties
• Devron Property Services, Inc.
DISCUSSION
Fed -Ex has determined that it is desirable to award this project to a new developer, 2013
Dubuque, LLC which is a limited liability corporation owned by Ruedebusch Development &
Construction, Inc. This would require that the Development Agreement specified above be
assigned to the new entity. The attached Assignment document provides for the transfer of
the Development Agreement from Hunter Equity, LLC to 2013 Dubuque, LLC (Ruedebusch
Development & Construction, Inc.).
Ruedebusch Development & Construction, Inc. has worked on three other Fed -Ex projects
in Iowa including Waterloo, Mason City and Ottumwa.
The assignment will not impact the other terms and conditions established in the
Development Agreement.
RECOMMENDATION
I recommend that the City Council approve the attached Assignment of the Development
Agreement from Hunter Equity, LLC to 2013 Dubuque, LLC (Ruedebusch Development &
Construction, Inc.) for the construction of an office /distribution facility in the Dubuque
Industrial Center North Second Addition.
ACTION STEP
The action step for the City Council is to adopt the attached Assignment of Development
Agreement.
Attachment
cc: Rick Dickinson, President & CEO Greater Dubuque Development Corporation
Mark Seckman, VP of National Marketing Greater Dubuque Development Corporation
F \USERS \Econ Dev \FedEX\20120328_Assignment of DA to Ruedebusch Dev docx
2
Prepared by: David J. Heiar, 50 West 13th Street, Dubuque IA 52001 563 589 -4393
Return to: David J. Heiar, 50 West 13th Street, Dubuque IA 52001 563 589 -4393
RESOLUTION NO.
81A-12
APPROVING THE ASSIGNMENT OF THE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND HUNTER EQUITY, LLC TO 2013
DUBUQUE, LLC
Whereas, the City Council, by Resolution No. 79 -12, dated March 19, 2012,
entered into a Development Agreement with Hunter Equity, LLC for the sale of 12.4 acres
in the Dubuque Industrial Center North for the construction of an office /distribution facility
for Fed -Ex; and
Whereas, Hunter Equity, LLC reserved the right to assign the Development
Agreement to one of four other developers who also do work for Fed -Ex; and
Whereas, Hunter Equity, LLC has agreed to assign the Development Agreement to
2013 Dubuque, LLC which is a limited liability corporation owned by Ruedebusch
Development & Construction, Inc.
Whereas, it is the determination of the City Council that approval of the assignment
of the Development Agreement from Hunter Equity, LLC to 2013 Dubuque, LLC according
to the terms and conditions set out in the attached Assignment Relating to 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 attached Assignment Relating to Development Agreement
by and between the City of Dubuque, Hunter Equity, LLC and 2013 Dubuque, LLC is
hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
032812bal
Assignment Relating to Development Agreement on behalf of the City and City Clerk is
authorized and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Assignment Relating to Development
Agreement as herein approved.
Passed, approved and adopted this 2nd day of April, 2012.
Attest:
Ke n S. Firnstahl, ity C erk
Io oy VBuol Mayor
F: \USERS \Econ Dev \FedEX\20120328_Hunter Equity -FedEx Resolution Assign of DA 2.docx
032812bal
ASSIGNMENT RELATING TO
DEVELOPMENT AGREEMENT
This Assignment ( "Assignment ") dated effective on the date of the full execution of this
Assignment by and between Hunter Equity, LLC ( "Assigning Developer ") and 2013 Dubuque,
LLC ( "Assuming Developer ") with respect to the real estate known as a part of Lot 1 of the
Dubuque Industrial Center North Second Addition in the City of Dubuque, Dubuque County, Iowa
(the "Property"), which Property is the subject of a Development Agreement, between Assigning
Developer and the City of Dubuque (the "Agreement ").
WITNESSETH:
WHEREAS, Assigning Developer would like to assign all of its rights, title, interest and
obligations in the Agreement; and
WHEREAS, Assuming Developer would like to assume all of Assigning Developer's rights,
title, interest and obligations in the Agreement.
NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and for other consideration including the mutual covenants and
agreements set forth herein, the parties hereby agree as follows:
1. Assignment of Rights and Obligations. Assigning Developer hereby does assign all
of its rights, title, interest and obligations in the Agreement to Assuming Developer. All references
to "Developer" in the Agreement shall hereinafter refer to Assuming Developer.
2. Assumption of Rights and Obligations. Assuming Developer hereby does assume all
of Assigning Developer's rights, title, interest and obligations in the Agreement.
3. Reimbursement for Earnest Money and Expenses. Assuming Developer agrees to
pay to Assigning Developer the total sum of $22,465.50 (the "Reimbursement Amount "),
representing (i) $5,000.00 as the amount of earnest money deposited with Republic Title Company
pursuant to the terms of the Agreement, and (ii) $17,465.50 as the amount of third party expenses
incurred by Assigning Developer in the pursuit of the transaction contemplated by the Agreement.
Assuming Developer shall pay Assigning Developer the Reimbursement Amount immediately upon
the execution of this Assignment by Assuming Developer.
4. Representations and Warranties Relating to Purchase Agreement. Assigning
Developer hereby represents and warrants to Assuming Developer as follows: (i) that the Agreement
is in full force and effect and has not been altered, amended or revoked, and (ii) Assigning Developer
has performed all obligations under the Agreement required to be performed by Assigning Developer
prior to the execution of this Assignment.
5. Assuming Developer shall indemnify and hold harmless Assigning Developer
with respect to all obligations under the Agreement required to be performed by Assigning
Developer after execution of this Assignment.
1
6. This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same
instrument. All parties to this Assignment need not sign the same counterpart of this Assignment
provided that all parties have signed at least one counterpart of this Assignment. If a party
executes a counterpart of this Assignment and transmits it to the other party by facsimile (or
other digital image), the same shall constitute the due execution and delivery of this Assignment
and shall have the same effect as the hand delivery of an originally executed counterpart hereof.
7. This Assignment, to be effective, must be signed by Assigning Developer and
Assuming Developer and the payment set out in Paragraph 3 above made by Assignee to
Assignor in good funds within five calendar days of the date set out hereinabove. If this
Assignment is not signed and the payment made within said five -day period, then this
Assignment shall be null and void and of no further force or effect.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date and year
first set forth above.
Dated:
Dated: .5/10 /'jam
ASSIGNING DEVELOPER:
HUNTER EQUITY, LLC
By:
Scott Rohrman, Manager
ASSUMING DEVELOPER:
2013 DUB; QUE, LLC
By:
Carl Ruede
2
sell, Manager