Rousselot, Inc. First Amendment to Management AgreementMasterpiece 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: First Amendment to Development Agreement with Rousselot, Inc.
regarding expansion at 2350 Kerper Boulevard in the Greater Downtown
Urban Renewal District
DATE: February 13, 2013
The City Council approved a Development Agreement with Rousselot, Inc. on
January 22, 2013. The Development Agreement erroneously identified Rousselot, Inc.
as the developer and incorrectly stated that it is a Wisconsin company.
The Amendment would change the name of the developer from Rousselot, Inc. to
Rousselot Dubuque Inc., and would correctly identify the company as a Delaware
Corporation. Additionally, the Amendment would delay the start of the minimum
improvements until March 1, 2013, in order to allow Rousselot representatives the time
to complete the appropriate exhibits associated with the agreement.
Economic Development Director Dave Heiar recommends City Council approval of of
the First Amendment to Development Agreement with Rousselot, Inc.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
brit44 krt., italy,
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
Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director
DATE: February 11, 2013
Dubuque
Leal
All- America City
111 h/
2012
SUBJECT: First Amendment to Development Agreement with Rousselot, Inc.
regarding expansion at 2350 Kerper Boulevard in the Greater
Downtown Urban Renewal District
INTRODUCTION
This memorandum presents for City Council consideration and action on the attached
First Amendment to the Development Agreement with Rousselot, Inc.
BACKGROUND
The City Council approved a Development Agreement with Rousselot, Inc. on January
22, 2013, providing a 10 -year property tax rebate on new taxable improvements that will
be made as part of a $16.3 million expansion that will add 9,000 square foot of
production space and at least ten jobs at their location on 2350 Kerper Boulevard.
Rousselot, Inc., with 13 gelatin producing plants worldwide, recently underwent
corporate restructuring that changed the name of their Dubuque operation to Rousselot
Dubuque Inc., which is a subsidiary of Rousselot, Inc., a Delaware company with
corporate offices in Mukwonago, Wisconsin. However the Development Agreement
erroneously identifies Rousselot, Inc. as the developer and incorrectly states that it is a
Wisconsin company.
DISCUSSION
The proposed Amendment would change the name of the developer from Rousselot,
Inc. to Rousselot Dubuque Inc. and would correctly identify the company as a Delaware
Corporation. Additionally, the Amendment would delay the start of the minimum
improvements until March 1, 2013 in order to allow Rousselot representatives the time
to complete the appropriate exhibits associated with the agreement.
RECOMMENDATION
I recommend that the City Council approve the attached First Amendment to the
Development Agreement.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution.
F: \USERS \Econ Dev \Rousselot \20130211 First Amendment Rousselot DA Council memo.docx
RESOLUTION NO. 47 -13
APPROVING THE FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND ROUSSELOT, INC.
Whereas, the City of Dubuque, Iowa (City) and Rousselot Dubuque Inc. entered
into a Development Agreement (the Development Agreement) dated for reference
purposes the 22nd day of January, 2013; and
Whereas, the Development Agreement erroneously named Rousselot, Inc. as
the Developer, and the correct name of the Developer is Rousselot Dubuque Inc.; and
Whereas, City and Rousselot, Inc. now desire to amend the Development
Agreement as set forth in the attached First Amendment to Development Agreement
attached hereto.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
1. The First Amendment to Development Agreement attached hereto is hereby
approved.
2. The Mayor is hereby authorized and directed to sign the First Amendment to
Development Agreement.
Passed, approved and adopted this 18th day of Februar , 2013.
Roy D. 'j oI, Mayor
Attest:
Key S. Firnstah , City Clerk
021113baI
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 day of
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 day of , 2013.
CITY OF DU
By:
By:
UQUE, IOWA ROUSSELOT DUBUQUE INC.
Roy
ol, Mayor
Key . Firnstahl, ity C erk
021113bal
By:
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, She of Iowa
STATE OF IOWA
ss:
DUBUQUE COUNTY
PAMELA J. RAcCAR-
Commission Number 772419
My Comm. Exp..!y_51 -2oj
On this day of , 20 , before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared Bob Kral! 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
2
FIRST AMENDMENT
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
ROUSSELOT, INC.
This First Amendment to Development Agreement is dated for reference
purposes the day of February, 2013.
Whereas, Rousselot Dubuque Inc., represented by its General Manager Robert
Kral!, and the City of Dubuque, Iowa (City) entered into a Development Agreement (the
Development Agreement) dated for reference purposes the 22nd day of January, 2013;
and
Whereas, the Development Agreement erroneously identifies Rousselot, Inc., a
Delaware corporation with offices in Mukwonago, Wisconsin, as Developer instead of its
subsidiary, Rousselot Dubuque Inc., the Delaware corporation that owns and operates
the facility at 2350 Kerper Boulevard, Dubuque, Iowa, which is the subject of the
Development Agreement; and
Whereas, City and Rousselot, Inc. now desire to amend the Development
Agreement to correct such error and to make such further changes as are set forth
herein.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
1. All references in the Development Agreement to Developer shall mean
and refer to Rousselot Dubuque Inc., a Delaware corporation. The parties to the
Development Agreement acknowledge and agree that the identification of Developer as
"Rousselot, Inc., a Wisconsin corporation," was a clerical error.
2. Section 1.3 of the Development Agreement is hereby amended to read as
follows:
1.3 Timing of Improvements. Developer hereby agrees that
construction of the Minimum Improvements on the Property shall be
commenced on or before March 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
021113ba1
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.
3. All other terms and conditions of the Development Agreement will remain
in full force and effect.
CITY OF DUBUQUE, IOWA ROUSSELOT INC.
By:
By:
Roy D. ol, Mayor
7/KVAII9W
Ke in S. Firnstahl, C"Therk
By:
Steven Smith
CFO
IN WITNESS WHEREOF, the undersigned, hereby consents to this First Amendment to
the Development Agreement, and agrees that it is the Developer under the
Development Agreement.
ROUSSELOT DUBUQUE INC.
By:
Robert Kral!
General Manager
2