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Rousselot, Inc. Expansion_Development AgreementTHE CITY OF Dui Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque kital All- America City II 111! 2012 SUBJECT: Development Agreement regarding expansion of Rousselot, Inc. at 2350 Kerper Boulevard in the Greater Downtown Urban Renewal District DATE: January 16, 2013 Economic Development Director Dave Heiar recommends the City Council approve a Development Agreement with Rousselot, Inc. for a 9,000 square foot expansion to its facility at 2350 Kerper Boulevard, which will increase production capacity 40% by the end of a four year period and will create ten new positions. The Development Agreement provides for a 10 -year property tax rebate on the taxable improvements made to the facility. The rebate is a form of tax increment financing without issuing a tax increment bond in order to make an up -front loan to the company. As the company pays its future tax obligations on the increased value of the expanded facility, the City will rebate 100% (minus debt service, the School District Physical Plant and Equipment Levy, and the Instructional Support Levy) of the incremental, or increased, tax value for a period of 10 years. Rousselot is eligible to receive the tax rebate as a result of an expansion to the Greater Downtown Urban Renewal District that was authorized by Ordinance No. 60 -12 on November 19, 2012. Additionally, the City Council authorized the filing of an application with the Iowa Economic Development Authority on August 6, 2012 for Rousselot to receive enterprise zone benefits. As part of that application, the City committed to offer the ten -year tax increment financing rebate as a local match. I concur with the recommendation and respectfully request Mayor and City Council approval. hrit44 Michael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager David J. Heiar, Economic Development Director 2 Masterpiece on the Mississippi TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Director DATE: January 14, 2013 Dubuque All- America City 11111 2012 SUBJECT: Development Agreement regarding expansion of Rousselot, Inc. at 2350 Kerper Boulevard in the Greater Downtown Urban Renewal District INTRODUCTION This memorandum presents for City Council consideration and action on the attached Development Agreement providing Rousselot, Inc. a 10 -year tax increment financing rebate on increased property taxes related to their expansion on 2350 Kerper Boulevard. BACKGROUND Rousselot, Inc., with 13 manufacturing plants worldwide, produces gelatin for the food and pharmaceutical industries. Gelatin is used to produce edible items such as Gummy Bears, marshmallows, and gel capsules. The Dubuque facility has been in operation at its current location since 1968. Rousselot plans to invest $16.3 million in a 9,000 square foot expansion to its facility at 2350 Kerper Boulevard, which will increase production capacity 40% by the end of a four year period. There will be expansions to existing buildings, relocation of silos and tanks, new equipment installations, and additional utilities. The expansion project will create ten (10) new positions. On January 7, 2013, the City Council set a public hearing on a potential Development Agreement for January 22, 2013. DISCUSSION The proposed Development Agreement provides for a 10 -year property tax rebate on the taxable improvements made to the facility. The rebate is a form of tax increment financing without issuing a tax increment bond in order to make an up -front loan to the company. As the company pays its future tax obligations on the increased value of the expanded facility, the City will rebate 100% (minus debt service, the School District Physical Plant and Equipment Levy, and the Instructional Support Levy) of the incremental, or increased, tax value for a period of 10 years. In an effort to avoid this agreement impacting the amount of debt applied against the City's constitutional debt limit, the Development Agreement contains a non - appropriation clause. The clause limits the obligation of the rebate to funds budgeted each year rather than a general obligation of multi -year indebtedness. Therefore, the City Council has the ability on an annual basis to decide not to appropriate the rebate, although Rousselot officials have been told that such a result would only occur in rare circumstances. Rousselot is eligible to receive the tax rebate as a result of an expansion to the Greater Downtown Urban Renewal District that was authorized by Ordinance No. 60 -12 on November 19, 2012. Additionally, the City Council authorized the filing of an application with the Iowa Economic Development Authority on August 6, 2012 for Rousselot to receive enterprise zone benefits. As part of that application, the City committed to offer the ten -year tax increment financing rebate as a local match. RECOMMENDATION Following the public hearing, I recommend that the City Council approve the attached Development Agreement providing Rousselot, Inc. a 10 -year tax increment financing rebate for their increased property taxes related to the expansion of their facility at 2350 Kerper Boulevard. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F: \USERS \Econ Dev \Rousselot \20121220 Council memo to set DA hearing.docx Prepared by /Return to: David Heiar. 50 W. 13th Street, Dubuque IA 52001, 563 589 -4393 RESOLUTION NO. 24 -13 RESOLUTION APPROVING ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH ROUSSELOT, INC. Whereas, the City Council, by Resolution No. 6 -13, dated January 7, 2013 declared its intent to enter into a Development Agreement with Rousselot, Inc.; and Whereas, pursuant to published notice, a public hearing was held on the issuance of Urban Renewal Tax Increment Obligations on January 22, 2013 at 6:30 p.m. in the Historic Federal Building, 350 W. 6th Street, Dubuque, Iowa; and Whereas, it is the determination of the City council to approve the Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of Iowa, and to enter into the Development Agreement relating thereto for the purpose of carrying out an Urban Renewal Plan as hereinafter described 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 Development Agreement by and between the City of Dubuque and Rousselot, 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 City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved and adopted this 22nd day of January, 2013. Attest: • • .1i.�%'� Kevin' Firnstahl, City Cler Roy Buol, Mayor F: \USERS \Econ Dev\Rousselot\20130114 Rousselot resolution public hearing.docx ItII 1 iiiiiiiiii 11 IIlI IIIII 11111lliiiii II iiiI 111 Doc ID' 007635030002 Type: GEN Kind AGREEMENT Recorded: 03/04/2013 at 01:56:39 PM Fee Amt: $12.00 Pape 1 of 2 Dubuque County Iowa Kathy Flynn Thurlow Recorder Fi1e2013- 00004007 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 between the City of Dubuque, Iowa, and Rousselot Dubuque Inc., was made regarding the following described premises: Lot 1A, Lot 2A, Lot 1 -2 and Lot 1 -2 -2 all in Block 6, River Front Subdivision No. 3 in the City of Dubuque, Iowa The Development Agreement is dated for reference purposes the 22nd day of January, 2013, and contains covenants, conditions, and restrictions concerning the said premises. The Development Agreement incorrectly named Rousselot, Inc. as the Developer and was amended by the First Amendment dated the I i'h day of S. 2013, which corrects the name of the Developer to Rousselot Dubuque Inc. 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 1.0 'h day of `y ; , 2013. CITY OF DU ?UQUE, IOWA ROUSSELOT DUBUQUE INC. r By: By: Roy D. BoI, Mayor Robert Krall By: a.. Kevj(i S. Firnstahl," City C erk 021113bal 200 STATE OF IOWA : ss: DUBUQUE COUNTY On this 18th day of February, 2013, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, Stake of Iowa STATE OF IOWA ss: DUBUQUE COUNTY jPAMELA PA$. Cu fi ti,S d'i 8 I' Commission Nur =)Lcr 772,119 My Comm. Exp. 1/1---.5 /L On this (0 day of rv.a.r41 , 20 (3 , before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Bob Krall to me personally known, who being by me duly sworn did say that he is the Plant Manager of Rousselot Dubuque 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 ANNETTE E. BREHM Commission Number 725438 My Comm. Exp. NOV, 12, 2015 2 NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH ROUSSELOT, INC. PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will hold a public hearing on the 22nd day of January, 2013, at 6:30 p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa, at which meeting the City Council proposes to take action for the authorization and execution of a Development Agreement with Rousselot, Inc., and the issuance of economic development grants (Urban Renewal Tax Increment Revenue Grant Obligations) described therein in order to carry out the purposes and objectives of the Urban Renewal Plan for the Greater Downtown Urban Renewal District, consisting of the funding of economic development grants to Rousselot, Inc. under the terms and conditions of said Development Agreement and the Urban Renewal Plan for the Greater Downtown Urban Renewal District. The aggregate amount of the Urban Renewal Tax Increment Revenue Grant Obligations cannot be determined at the present time, but is not expected to exceed $200,000. At the meeting, the City Council will receive oral and written objections from any resident or property owner of said City to the above action. After all objections have been received and considered, the City Council may at this meeting or at any adjournment thereof, approve the Development Agreement, and authorize such Tax Increment Revenue Grant Obligations or will abandon the proposal. By order of the City Council said hearing and appeals there from shall be held in accordance with and governed by the provisions of Section 403.9 of the Code of Iowa. This notice is given by order of the City Council of the City of Dubuque, Iowa, as provided by Chapter 403 of the Code of Iowa. Dated this day of 2013. Kevin S. Firnstahl City Clerk of Dubuque, Iowa F: \USERS \Econ Dev \Rousselot \20130114 Rousselot resolution public hearing.docx DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA, AND ROUSSELOT, INC. AGREEMENT, dated for reference purposes the day of 2013, by and between the City of Dubuque, Iowa, a municipality (City), established pursuant to the Iowa Code and acting under authorization of Iowa Code Chapter 403, as amended (Urban Renewal Act), and Rousselot, Inc., a Wisconsin corporation with its principal place of business in Mukwonago, Wisconsin (Developer). WITNESSETH: WHEREAS, in furtherance of the objectives of the Urban Renewal Act City has undertaken an Urban Renewal project (the Project) to advance the community's ongoing economic development efforts; and WHEREAS, the Project is located within the Greater Downtown Urban Renewal District, City of Dubuque, Iowa (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) attached hereto as Exhibit A; and WHEREAS, a resolution approving 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, along with the Urban Renewal Plan, with the City of Dubuque City Clerk; and WHEREAS, Developer owns a building in the Project Area (the Facility) and has now determined that it requires constructing an expansion to its Facility to maintain and expand its operations and employment in the Project Area; and WHEREAS, City believes that the development of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of City and in accord with the public purposes and provisions of the applicable federal, state and local laws and the requirements under which the Project has been undertaken and is being assisted. 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. DEVELOPMENT ACTIVITIES 1.1 Required Minimum Improvements. City acknowledges that Developer is building an addition to its Facility located at 2350 Kerper Boulevard (the Property). Developer hereby agrees to construct on the Property a manufacturing building of not less than nine thousand (9,000) square feet of floor space along with necessary site work and equipment as contemplated in this Agreement at an estimated cost of approximately $16,300,000 (the Minimum Improvements). 1.2 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to the Declaration of Covenants, Conditions, Restrictions, Reservations, Easements, Liens and Charges, recorded as Instrument No. 10798 -90, records of Dubuque County, Iowa. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the improvements to be constructed by Developer on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 1.3 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced on or before February 1, 2013, and shall be substantially completed by December 1, 2016. The time frames for the performance of these obligations shall be suspended due to unavoidable delays, meaning delays outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. 1.4 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, the City Manager shall furnish Developer with an appropriate instrument so certifying in the form attached hereto as Exhibit I (the Certificate of Completion). Such certification shall be in recordable form and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement and in the Deed with respect to the obligations of Developer to construct the Minimum Improvements. 2 1.5 Developer's Lender's Cure Rights. The parties agree that, if Developer shall fail to complete the Minimum Improvements as required by this Agreement such that re- vestment of title may occur (or such that the City would have the option of exercising its re- vestment rights), then Developer's lender shall have the right, but not the obligation, to complete such Minimum Improvements. SECTION 2. CITY PARTICIPATION 2.1 Economic Development Grants. (1) For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make twenty (20) consecutive semi - annual payments (such payments being referred to collectively as the Economic Development Grants) to Developer if Developer owns or leases the Property and /or Improvements thereon during the period such tax increment revenues accrue as follows: November 1, 2015 November 1, 2016 November 1, 2017 November 1, 2018 November 1, 2019 November 1, 2020 November 1, 2021 November 1, 2022 November 1, 2023 November 1, 2024 May 1,2016 May 1,2017 May 1,2018 May 1,2019 May 1, 2020 May 1, 2021 May 1, 2022 May 1, 2023 May 1, 2024 May 1, 2025 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the actual amount of tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six -month period in respect of the Property and the Minimum Improvements constructed by Developer (the Developer Tax Increments). Developer recognizes and agrees that the Economic Development Grants shall be paid solely and only from the incremental taxes collected by City in respect to the Property and the Minimum Improvements, which does not include property taxes collected for the payment of bonds and interest of each taxing district, and taxes for the regular and voter - approved physical plant and equipment levy, instructional support levy and any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. 3 (2) To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2014, 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 Developer if Developer owns or leases the Property and /or Improvements thereon during the period such tax increment revenues accrue, on November 1 and May 1 of that fiscal year. (Example: If City so certifies by December, 2014, the Economic Development Grants in respect thereof would be paid to Developer on November 1, 2015 , and May 1, 2016.) (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 Rousselot 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 Rousselot TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 2.1(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 Developer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the Rousselot TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Developer as and to the extent described in this Section. (4) City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area, or any available Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 2.1(1) hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. SECTION 3. NON- APPROPRIATION / LIMITED SOURCE OF FUNDING. 3.1 Non - Appropriation. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any installment of the Economic Development Grants from the pledged tax increment revenues shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City 4 or a pledge of its full faith and credit within the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non - appropriation by the City Council of City as provided in this Section. City may exercise its right of non - appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non - appropriation shall be exercised only by resolution affirmatively declaring City's election to non - appropriate funds otherwise required to be paid in the next fiscal year under this Agreement. In the event the City Council of City elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the installments on the Economic Development Grant due and payable in that future fiscal year, then City shall have no further obligation to Developer for the payment of any installments due in that future fiscal year which cannot be paid with the funds then appropriated for that purpose. 3.2 The right of non - appropriation reserved to City in this Section is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to pay future installments on the Economic Development Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision, and to this end the provisions of this Agreement are severable. SECTION 4. COVENANTS OF DEVELOPER 4.1 Job Creation. During the term of this Agreement, Developer shall make best efforts to maintain its existing seventy (70) employees in Dubuque, Iowa. (1) Developer shall retain seventy (70) and create a minimum of ten (10) fulltime equivalent employees (FTE) in Dubuque, Iowa prior to January 1, 2017, and shall maintain those eighty (80) FTE employees during the Term of this Agreement. It is agreed by the parties that Developer has seventy (70) fulltime equivalent employees (FTE) in Dubuque, Iowa, as of February 1, 2013. FTE shall be calculated by adding fulltime and part -time employee hours together using 2080 hours per year as an FTE employee. (2) For the positions that Developer fails to retain, create and maintain for any year during the Term of this Agreement, the semi - annual Economic 5 Development Grants for such year under Section 2.1 shall be reduced by the percentage that the number of such positions bears to the total number of positions required to be created and maintained (80 FTE's) by this Section 3.1. (For example, if Developer has 75 FTE employees, the semi - annual Economic Development Grants would be 93.75% (75/80 employees) of the Tax Increment Revenues received by City and that would be paid by City). The reduction of the semi - annual Economic Development Grants shall be the City's sole remedy for the failure of Developer to meet the job retention and creation requirements of this subsection 3.1(2). 4.2 Certification. To assist City in monitoring the performance of Developer hereunder, not later than January 1, 2017, and again not later than January 1 of each year thereafter during the term of this Agreement, a duly authorized officer of Developer shall certify to City in a form acceptable to City (a) the number of fulltime jobs employed in Dubuque, Iowa, and (b) to the effect that such officer has re- examined the terms and provisions of this Agreement and that at the date of such certificate, and during the preceding twelve (12) months, Developer is not or was not in default in the fulfillment of any of the terms and conditions of this Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate or during such period, or if the signer is aware of any such default, event or Event of Default, said officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. Such certificate shall be provided not later than February 28, 2017, and by February 28 of each year thereafter during the term of this Agreement 4.3 Books and Records. During the term of this Agreement, Developer shall keep at all times proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 4.4 Real Property Taxes. From and after the Closing Date, Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 6 4.6 Insurance Requirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements (and, from time to time at the request of City, furnish City with proof of insurance in the form of a certificate of insurance for each insurance policy): All risk builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100 %) of the replacement value when construction is completed. (2) Upon completion of construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of City shall furnish proof of insurance in the form of a certificate of insurance) all risk property insurance against loss and /or damage to the Minimum Improvements under an insurance policy written in an amount not less than the full insurable replacement value of Minimum Improvements. The term "replacement value" shall mean the actual replacement cost of Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (3) Developer agrees to notify City immediately in the case of damage exceeding $50,000.00 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. The net proceeds of any such insurance (the Net Proceeds) shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of the Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such Purposes are sufficient. 4.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear excepted, and from time to time shall make all necessary repairs, replacements, 7 renewals and additions. Nothing in this Agreement, however, shall be deemed to alter any agreements between Developer or any other party including, without limitation, any agreements between the parties regarding the care and maintenance of the Property. 4.8 Non - Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability. 4.9 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision - making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 4.10 Non - Transferability. Until such time as the Minimum Improvements are complete (as certified by City under Section 1.4), this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party without the prior written consent of City, which shall not be unreasonably withheld. Thereafter, Developer shall have the right to assign this Agreement and upon assumption of the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 4.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property or any part thereof that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as an office /distribution and light production facility is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected 8 or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.12 Release and Indemnification Covenants. (1) Developer releases City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section, the Indemnified Parties) from and covenants and agrees that the Indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (2) Except for any gross negligence, willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Developer against City based on an alleged breach of any representation, warranty or covenant of City under this Agreement and /or to enforce its rights under this Agreement); or (2) the acquisition, construction, installation, ownership, and operation of the Minimum Improvements or (3) the condition of the Property and any hazardous substance or environmental contamination located in or on the Property, caused and occurring after Developer takes possession of the Property. (3) The Indemnified Parties shall not be liable to Developer for any damage or injury to the persons or property of Developer or its officers, agents, servants or employees or any other person who may be on, in or about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. (4) All covenants, stipulations, promises, agreements and obligations of City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City, and not of any governing body member, officer, agent, servant or employee of City in their individual capacity thereof. (5) The provisions of this Section shall survive the termination of this Agreement. 9 4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations for which the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer. 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 Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the Certificate of Completion. (4) Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 5.2 Remedies on Default by Developer. Whenever any Event of Default referred to in Section 4.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) and Developer 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; 10 (3) City may withhold the Certificate of Completion; or (4) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 5.3 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 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. 5.4 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. 5.5 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 to any other relief that may be awarded. 5.6 Remedies on Default by City. If City defaults in the performance of this Agreement, Developer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend their performance under this Agreement until they receive assurances from City, deemed adequate by Developer, that City will cure its default and continue its performance under this Agreement. SECTION 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 11 having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: If to Developer: Rousselot, Inc. Attn: Bob Kral! 2350 Kerper Boulevard Dubuque, Iowa 52001 Phone: (563) 690 -1143 With copy to: Attorney: Kelly R. Baler Address: 2007 First Avenue SE, PO Box 2804 City state zip: Cedar Rapids, Iowa 52406 -2804 Phone: (319) 861-8723 Fax: (319) 363 -9824 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589 -4110 Fax: (563) 589 -4149 With copy to: City Attorney City Hall 50 W. 13th Street Dubuque, Iowa 52001 or at such other address with respect to any party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns. 6.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on May 1, 2025 (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 12 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. City shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit G in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed. CITY OF DUBUQUE, IOWA By: i By: A K in S. Firnstahl City Clerk F: \USERS \Econ Dev \Rousselot\20121210 DA_1.docx 13 ROUSSELOT, INC. By: Exhibit A Exhibit B Exhibit C Exhibit D No Exhibit E No Exhibit F Exhibit G Exhibit H Exhibit I LIST OF EXHIBITS Urban Renewal Plan Site Plan City Attorney Certificate Opinion of Counsel to Developer Memorandum of Development Agreement City Certificate Certificate of Completion 14 EXHIBIT A URBAN RENEWAL PLAN AMENDED and RESTATED URBAN RENEWAL PLAN Greater Downtown Urban Renewal District (A merger of the Downtown Dubuque, Ice Harbor, Kerper Boulevard, East 7th Street and Quebecor 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. The Quebecor Economic Development District, originally established by Resolution 479 -02 on September 16, 2002, was merged into and became part of the Greater Downtown Urban Renewal District pursuant to Resolution No. 271 -12 approved on October 1, 2012. Prepared by the Economic Development Department. Version 2012.1 Note: Complete Urban Renewal Plan is on file in the City Clerk's office, City Hall, 50 West 13th Street, Dubuque, Iowa. 15 • EXISTING • 7)300 MT • 8.500 MT • 10.000 MT ] • O1FERPIOJECT EXHIBIT C CITY ATTORNEY'S CERTIFICATE 17 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear (DATE) THE CITY OF I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 . The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20 , are correct. BAL:tls 18 Very sincerely, Barry A. Lindahl, Esq. City Attorney EXHIBIT D OPINION OF DEVELOPER'S COUNSEL 19 Mayor and City Councilmembers City Hall 13 and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa (City) dated for reference purposes the day of 20 . We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a limited liability company organized and existing under the laws of the State of and has full power and authority to execute, deliver and perform in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the articles of incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any 20 manner raises any questions affecting the validity of the Agreement or the Developer's ability to perform Developer's obligations thereunder. Very truly yours, 21 EXHIBIT G MEMORANDUM OF DEVELOPMENT AGREEMENT 22 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 23 By: Kevin S. Firnstahl, Acting City Clerk STATE OF IOWA ss: DUBUQUE COUNTY On this _day of 20 before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and 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 24 EXHIBIT H CITY CERTIFICATE 25 City Manager's Office 50 West 13th Street Dubuque, Iowa 52001 -4864 (563) 589 -4110 phone (563) 589 -4149 fax ctymgr @cityofdubuque.org Dear (DATE) THE CITY OF DUB F �i0wvrq �/ I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 . On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking. (2) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (3) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. (4) City has good and marketable fee simple title interest in the Property. 26 (5) The Property has a permanent right of ingress or egress to a public roadway for the use and enjoyment of the Property. (6) There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice. The Property is in material compliance with all applicable zoning, fire, building, and health statutes, ordinances, and regulations. The Property is currently zoned PUD and Developer's intended use of the Property as a corporate office /industrial facility is a permitted use in such zoning classification. (7) Payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property. (8) The Property will, as of the Closing Date, be free and clear of all liens, security interests, and encumbrances. (9) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject. (10) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit C. (11) The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property that shall in any way be binding upon the Property. (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 27 connection with the purchase and sale contemplated in this Agreement are the sole responsibility and obligation of City and that City will indemnify Developer and hold Developer harmless from any and all claims asserted by any broker engaged directly or indirectly by City for any fees or other compensation related to the subject matter of this Agreement. (13) City shall exercise its best efforts to assist with Developer in the development process. (14) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (15) With respect to the period during which City has owned or occupied the Property, and to City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws. (16) All city utilities necessary for the development and use of the Property as an industrial manufacturing facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees. (17) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. MCVM:jh F: \USERS \Econ Dev \Rousselot\20121210 DA_1.docx 28 Sincerely, Michael C. Van Milligen City Manager EXHIBIT I CERTIFICATE OF COMPLETION 29 Prepared By: 4393 Return to: David J. Heiar 50 West 13th Street Dubuque, IA 52001 563 -589- CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor "), by a Special Warranty Deed recorded on 20_ as Document Number in the office of the County Recorder of Dubuque County, State of Iowa, has conveyed to Rousselot, Inc.. (the "Grantee "), in accordance with a Development Agreement dated as of 20_ (the "Agreement "), certain real property located within the Dubuque Industrial Center Economic Development District of the Grantor and as more particularly described as follows: WHEREAS, said Deed incorporated and contained certain covenants and restrictions with respect to the development of the Development Property, and obligated the Grantee to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, the Grantee has to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements, in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification. NOW, THEREFORE, pursuant to Section of the Agreement, this is to certify that all agreements and covenants of the Deed and the Agreement with respect to the obligations of the Grantee, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Grantee to the satisfaction of the Grantor and such agreements and covenants are hereby terminated. The County Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination, except as noted above, of the satisfactory termination of the agreements and covenants of said Deed and the Agreement which would result in a forfeiture by the Grantee and right of the Grantor to re -enter and take possession of the Development Property as set forth in said Deed and the Agreement, and that said Deed and the Agreement shall otherwise remain in full force and effect. CITY OF DUBUQUE, IOWA By: Michael C. Van Milligen City Manager 30 STATE OF IOWA ) SS COUNTY OF DUBUQUE ) On this day of 20_ before me a Notary Public in and for said County, personally appeared Michael C. Van Milligen, to me personally known, who being duly sworn, did say that he is the City Manager of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the laws of the State of Iowa, and acknowledged said instrument to be the free act and deed of said Municipal Corporation by him voluntarily executed. Notary Public in and for Dubuque County, Iowa 31 CITY OF DUBUQUE OFFICIAL NOTICE NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOYVA, ON TI-IE MATTER OF THE PROPOSED AUTHOR- IZATION OF URBAN RENEWAL TAX INCREMENT; REVE- NUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELAT- ING THERETO WITH ROUSSELOT, INC. PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will hold a public hearing on the 22nd day of January, 2013, at 6:30 p.m. in the City Council Chambers ! at the Historic Federal Build- ing, 350 W. 6th St., Dubuque, Iowa, at which meeting the City Council proposes to take action for the authorization and exe- cution of a Develop- ment Agreement with Rousselot, Inc., and the issuance of economic development grants (Urban Renewal Tax increment Revenue hearing and appeals Grant Obligations) there from shall 'be described therein in held in accordance order to carry out the with and governed ,by purposes and 'oblec- the provisions ' of tives ` of the Urban Section 443.9 of the Renewal Plan for < the Code of Iowa. Greater Downtown "Any visual or hearing Urban ;Renewal District, ,impaired persons need - consisting of ! the ing special assistance funding of economic or persons with special development grants to accessibility needs Rousselot, Inc. under should contact the City the terms and (condi- Clerk's Office at (563) tions of said Develop- 589 -4100 or TTY (563) ment Agreement and 690 -6678 at least 48 the Urban Renewal -hours prior to the Plan for the Greater meeting. Downtown Urban This notice is given by Renewal District. The order of the City aggregate amount of Council of the City of the Urban Renewal Tax Dubuque, Iowa, + as Increment Revenue 'provided ; by Chapter Grant' Obligations can- .403 of the Code' of not be determined at Iowa. the present time, but is Dated this 11th day of not expected to exceed January, 2013. $200,000. Kevin S. Firnstahl At the meeting, the City Clerk of Dubuque, City Council will Iowa receive oral' and it 1/11 written objections from any resident or property owner( of said City 'to the above action. After all objec tions h ave been re ceived and considered, the City Council may at this meeting or at any adjournment thereof,; approve the Develop ment Agreement, and authorize such Tax Increment Revenue Grant Obligations or will abandon the il. By order of y Council said STATE OF IOWA DUBUQUE COUNTY {SS: CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald,a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: January 11, 2013, and for which the charge is $33.96. Subscribed to before me, <Notary Public in and for Dubuque County, Iowa, ,20/4 . this / day of otary Public in and for Dubuque County, Iowa. Plir�,� Y ;G, v1f .,1 G,"