McGraw-Hill Companies_Second Amendment to Development AgreementTHE CITY OF
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: The McGraw -Hill Companies, Inc. Second Amendment to Development
Agreement
DATE: March 27, 2013
City Attorney Barry Lindahl is recommending City Council approval of the Second
Amendment to Development Agreement to change the name of McGraw -Hill Education,
LLC to McGraw -Hill Global Education, LLC.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
David Heiar, Economic Development Director
THE CITY OF
DUB E MEMORANDUM
Masterpiece on the Mississippi
BARRY LINDAHL
CITY ATTORNEY
To: Michael C. Van Milligen
City Manager
DATE: March 26, 2013
RE: The McGraw -Hill Companies, Inc. Second Amendment to Development
Agreement
The City entered into a Development Agreement with McGraw -Hill Companies, Inc. on
June 19, 2006. Pursuant to the Development Agreement, McGraw -Hill constructed a
building and occupies that building in conjunction with its education products operations.
McGraw -Hill Companies, Inc. has formed a wholly -owned subsidiary, McGraw -Hill
Education, LLC, to which it intends to transfer all its education products activities. That
includes the operations in Dubuque.
By Resolution No. 336 -12 dated December 3, 2012, the City consented to the
Assignment of the Development Agreement, from The McGraw -Hill Companies, Inc. to
McGraw -Hill Education, LLC. Pursuant to the Assignment Agreement, McGraw -Hill
Education, LLC assumes all rights, benefits, and obligations set forth in the
Development Agreement.
McGraw -Hill Education, LLC has changed its name to McGraw -Hill Global Education,
LLC, as shown by the State of Delaware Certificate of Amendment, attached hereto.
City and McGraw -Hill Education, LLC now desire to amend the Development
Agreement to reflect the assignment to McGraw -Hill Education, LLC and the change of
name of McGraw -Hill Education, LLC to McGraw -Hill Global Education, LLC.
Attached is a resolution approving the second amendment to Development Agreement.
I recommend that the resolution be submitted to the Mayor and City Council for
consideration and approval.
BAL:tls
cc: Dave Heiar, Economic Development Director
Mark A. Engel, Esq.
F: \USERS \Laserfiche Legal \McGraw Hill\ MVM _SecondAmendmentToDA_032613.doc
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001 -6944
TELEPHONE (563) 583 -4113 / FAX (563) 583 -1040 / EMAIL balesq @cityofdubuque.org
Preparer: Barry A. Lindahl, Esq. Suite 330, Harbor View Place, 300 Main Street, Dubuque, IA 52001 (563) 583 -4113
RESOLUTION NO. 101 -13
APPROVING SECOND AMENDMENT OF THE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND MCGRAW -HILL COMPANIES, INC.
Whereas, The McGraw -Hill Companies, Inc. and the City of Dubuque, Iowa (City)
entered into a Development Agreement (the Development Agreement) dated for
reference purposes the 19th day of June, 2006, as amended by the First Amendment to
Development Agreement on the 1st day of December, 2008; and
Whereas, by Assignment Agreement dated November 26, 2012, The McGraw
Hill Companies, Inc. assigned the Development Agreement to McGraw -Hill Education,
LLC; and
Whereas, McGraw -Hill Education, LLC has changed its name to McGraw -Hill
Global Education, LLC as shown by the State of Delaware Certificate of Amendment,
attached hereto; and
Whereas, City and McGraw -Hill Education, LLC now desire to amend the
Development Agreement to reflect the assignment to McGraw -Hill Education, LLC and
the change of name of McGraw -Hill Education, LLC to McGraw -Hill Global Education,
LLC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. All references in the Development Agreement to The McGraw -Hill
Companies, Inc., McGraw -Hill Education, LLC, or McGraw -Hill shall mean and refer to
McGraw -Hill Global Education, LLC.
Section 2. All other terms and conditions of the Development Agreement will
remain in full force and effect.
Passed, approved and adopted this is day of April
Attest:
AfkOgniegagr
Kevi Firnstahl, City C =`"
, 2013.
J„,
Roy D. Buo, Mayor
SECOND AMENDMENT
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
THE MCGRAW -HILL COMPANIES, INC.
This Second Amendment, to Development Agreement is dated for reference
, 2013.
purposes the gday of
Whereas, The McGraw -Hill Companies, Inc. and the City of Dubuque, Iowa (City)
entered into a Development Agreement (the Development Agreement) dated for
reference purposes the 19th day of June, 2006, as amended by the First Amendment to
Development Agreement on the 1st day of December, 2008; and
Whereas, by Assignment Agreement dated November 26, 2012, The McGraw
Hill Companies, Inc. assigned the Development Agreement to McGraw -Hill Education,
LLC; and
Whereas, McGraw -Hill Education, LLC has changed its name to McGraw -Hill
Global Education, LLC as shown by the State of Delaware Certificate of Amendment,
attached hereto; and
Whereas, City and McGraw -Hill Education, LLC now desire to amend the
Development Agreement to reflect the assignment to McGraw -Hill Education, LLC and
the change of name of McGraw -Hill Education, LLC to McGraw -Hill Global Education,
LLC.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
1. All references in the Development Agreement to The McGraw -Hill
Companies, Inc., McGraw -Hill Education, LLC, or McGraw -Hill shall mean and refer to
McGraw -Hill Global Education, LLC.
2. All other terms and conditions of the Development Agreement will remain in
full force and effect.
CITY OF DUBUQUE, IOWA
MCGRAW -HILL GLOBAL
EDUCATION, LC
By: �1 U. / By•
Roy D. uol, Mayor
031213ba1
By:
Kevin S. F nstahl; City'Clerk
2
STATE OF IOWA
SS
COUNTY OF DUBUQUE
On this istday of April ,2013, before me a Notary Public in and
for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl to me
personally known, who being duly sworn, did say that they are the Mayor and City
Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the foregoing
instrument is the seal of said Municipal Corporation, and that said instrument was
signed and sealed on behalf of said Municipal Corporation by authority and resolution of
its City Council and said Mayor and City Clerk acknowledged said instrument to be the
free act and deed of said Municipal Corporation by it voluntarily executed.
PAMELA J. McCARRON
Commission Number 772419
My Comm. Exp. 4-.5- 2o 15
Aoxi
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F: \USERS \Laserriche Legal \McGraw Hill\ ResolutionApprovingSecondAmendment 032613.doc
Dubuque County, q y, Iowa
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:02 PM 02/19/2013
FILED 04:00 PM 02/19/2013
SRV 130192767 - 5196370 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. Natne of Limited Liability Company: McGraw -Hill Education LLC
2. The Certificate of Formation of the limited liability company is hereby amended
as follows:
McGraw -Hill Education LLC hereby changes its name to
McGraw -Hill Global Education, LLC.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on
the 19th day of February , A.D. 2013
By: /s/ Francis J. Stapleton IV
Authorized Person(s)
Name:Francis J. Stapleton IV
Print or Type
1],iware
The First State
PAGE 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "MCGRAW -HILL EDUCATION
LLC ", CHANGING ITS NAME FROM "MCGRAW -HILL EDUCATION LLC" TO
"MCGRAW -HILL GLOBAL EDUCATION, LLC ", FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF FEBRUARY, A.D. 2013, AT 4 O'CLOCK P.M.
5196370 8100
130192767
You may verify this certificate online
at corp.delaware.gov /authver.shtml
AUTHEN
TC
60Qc_
Jeffrey W. Bullock, Secretary of State
TION: 0224666
DATE: 02 -19 -13