Dbq Screw Products Devel Agree Dbq Ind. Ctr W
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MEMORANDUM
June 15, 2006
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Expansion of Dubuque Screw Products, Inc. at the Dubuque Industrial
Center West
Economic Development Director Dave Heiar is recommending approval of a
Development Agreement with Dubuque Screw Products, Inc. The key elements of the
agreement include:
. Dubuque Screw will purchase 3.838 acres of land in Dubuque Industrial Center
West.
. The company will build an industrial facility of not less than 30,000 square feet at an
estimated cost of $1 million.
. Dubuque Screw must retain 24 existing jobs and create 10 additional full-time
equivalent positions within 48 months.
. The purchase price is $78,500 per acre for 2.899 acres (.939 acres is not useable
because of slope and other reasons). An acquisition grant reduces the cost of the
land to $39,250 per acre.
. The company will receive a 10 year property tax rebate.
. The 34 total jobs must be retained for each of the 6 years after the first 48 months or
the tax rebate will be reduced annually on a pro-rata basis.
. At the end of 10 years, the 34 jobs must be retained or the acquisition grant must be
repaid on a pro-rata basis.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
f1w1 {~:frtL
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Bill Baum, Interim Director, Greater Dubuque Development Corporation
Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
CITY OF DUBUQUE, IOWA
MEMORANDUM
June 13, 2006
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director ~ \
SUBJECT: Expansion of Dubuque Screw Products, Inc. at the Dubuque
Industrial Center West
INTRODUCTION
This memorandum presents for City Council consideration a Resolution approving
disposition of approximately 3.838 acres identified on the attached exhibit to Dubuque
Screw Products, Inc., who will be constructing a 30,000 square foot industrial facility.
The attached resolution approves the disposition of this property.
BACKGROUND
On June 5, the City Council was presented with a development agreement
recommending that a public hearing be set for June 19 on the proposed disposition of
the above described property to Dubuque Screw Products, Inc. to facilitate the
construction of a 30,000 square foot manufacturing facility. Since the June 5th meeting,
it has been determined that the company needs approximately Yo of an acre more than
originally anticipated. The slightly larger parcel is identified in this revised development
agreement. The Council received the memorandum and set the matter for hearing.
DISCUSSION
The proposed Development Agreement provides for several incentives to encourage
the expansion. An Acquisition Grant reduces the asking price of the land from
$78,500/acre to $39,250/acre. Due to steep slopes associated with the proposed site,
only 2.899 acres of the 3.838 acre site are useable. Dubuque Screw will not be charged
for the .939 acre of non-useable area.
A 1 O-year tax rebate has been offered to the company to assist in their expansion and
relocation. The rebate is a form of tax increment financing without issuing a tax
increment finance bond to loan monies to the company upfront. As the company pays
its future tax obligation on the new improvements, the City will rebate100% (minus debt
service and the School District Physical Plant and Equipment Levy) of the new TIF
increment for 10 years.
The attached Development Agreement establishes the terms of the sale of the property
to Dubuque Screw Products, Inc. The key elements of the agreement include the
following:
1) The purchase price is $78,500 per acre for 2.899 acres. An Acquisition Grant to
the developer reduces the cost to $39,250 per acre. An additional .939 acres
included with the site are non-useable slopes.
2) The property will be conveyed on or before July 28, 2006.
3) The company must construct a building of not less than 30,000 square feet,
estimated to cost approximately $1,000,000.
4) Dubuque Screw Products, Inc. must retain 24 existing jobs and create 10 new
jobs within the first 48 months of operation. The 34 jobs must be retained for 6
additional years after the initial 48 months.
5) The company will receive a 1 O-year TIF in the form of a yearly tax rebate on the
value of the assessable improvements.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
RECOMMENDATION
I recommend that the City Council approve the disposition of the Dubuque Industrial
Center West property to Dubuque Screw Products, Inc. for the purpose of constructing
a 30,000 square foot manufacturing distribution facility. This action supports the
Council's objectives to assist a local business expand its operations and create new
jobs.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution.
F;\USERS\DHeiar\Dubuque Screw\Final Disposition Memo to MVM for Council.doc
RESOLUTION NO.
RESOLUTION APPROVING A DEVELOPMENT AGREEMENT
PROVIDING FOR THE SALE OF LOT 1 OF 5 DUBUQUE INDUSTRIAL
CENTER WEST 5TH ADDITION TO DUBUQUE SCREW PRODUCTS,
INC.
Whereas, the City Council, by Resolution No. 216-06, dated June 5, 2006,
declared its intent to enter into a Development Agreement with Dubuque Screw
Products, Inc. for the sale of Lot 1 of 5 Dubuque Industrial Center West 5th Addition
(the Property); and
Whereas, pursuant to published notice, a public hearing was held on the
proposed disposition on June 19, 2006 at 6:30 p.m. at the Carnegie-Stout Public Library
Auditorium, 360 W. 11th Street, Dubuque, Iowa; and
Whereas, it is the determination of the City Council that approval of the
Development Agreement for the sale to and development of the Property by Dubuque
Screw Products, Inc. according to the terms and conditions set out in the Development
Agreement is in the public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the attached Development Agreement by and between the
City of Dubuque and Dubuque Screw Products, Inc. for the sale of the Property 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 Mayor and City Clerk are hereby authorized and directed
to execute and deliver a Special Warranty Deed for the Property as provided in the
Development Agreement.
Section 4. 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 19th day of June, 2006.
Attest:
Roy D. Buol, Mayor
Jeanne F. Schneider, City Clerk
F:\USERS\OHeiar\Dubuque Screw\Dubuque Screw final disposition res.doc
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE
AND
DUBUQUE SCREW PRODUCTS, INC.
This Agreement, dated for reference purposes the _ day of , 2006,
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 Dubuque Screw Products, Inc., with its
principal place of business in Dubuque, 10wa(Developer).
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 Dubuque Industrial Center West
(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 Dubuque Industrial Center West, approved by the City
Council of City on May 2, 1988, and as subsequently amended through and
including the date hereof, (as amended, attached hereto as Exhibit A)(the Urban
Renewal Plan); and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of
this Agreement and in the form attached hereto, has been recorded among the land
records in the office of the Recorder of Dubuque County, Iowa; and
WHEREAS, Developer has determined that it requires new manufacturing
facility to maintain and expand its operations and employment in the Project Area;
and
WHEREAS, Developer represents that the new manufacturing facility is an
industrial building or facility within the meaning of Iowa Code 9403.8(2); and
WHEREAS, Developer has requested that City sell to Developer 3.838
acres, more or less, legally described on Exhibit B, attached, in the City of
Dubuque, Dubuque County, Iowa, together with all easements, tenements,
hereditaments, and appurtenances belonging thereto (the Property), so that
Developer may develop the Property, located in the Project Area, for the
construction, use and occupancy of a manufacturing facility with appurtenant uses
which City has determined and represented to Developer is in accordance with the
uses specified in the Urban Renewal Plan and in accordance with this Agreement;
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.
NOW THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The purchase price for the Property (the Purchase Price)
shall be the sum of $227,571.50 ($78,500.00 x 2.899 buildable acres), which shall
be due and payable by Developer in immediately available funds in favor of City, on
or before July 28, 2006, or on such other date as the parties may mutually agree
(the Closing Date).
1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple
title in the Property to Developer subject only to easements, restrictions, conditions
and covenants of record as of the date hereof to the extent not objected to by
Developer as set forth in this Agreement, and to the conditions subsequent set forth
in Section 5.3, below:
(1) City, at its sole cost and expense, shall deliver to Developer an
abstract of title to the Property continued through the date of this Agreement
reflecting merchantable title in City in conformity with this Agreement and
applicable state law. The abstract shall be delivered together with full copies
of any and all encumbrances and matters of record applicable to the
Property, and such abstract shall become the property of Developer when
the Purchase Price is paid in full in the manner as aforesaid.
(2) Developer shall have until time of the Closing Date to render
objections to title, including any easements or other encumbrances not
satisfactory to Developer, in writing to City. Developer agrees, however, to
review the Abstract promptly following Developer's receipt of Developer's
land survey and the Abstract and to promptly provide City with any objections
to title identified therein. Nothing herein shall be deemed to limit Developer's
rights to raise new title objections with respect to matters revealed in any
subsequent title examinations and surveys and which were not identified in
the Abstract provided by the City. City shall promptly exercise its best efforts
to have such title objections removed or satisfied and shall advise Developer
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of intended action within ten (10) days of such action. If City shall fail to
have such objections removed as of the Closing Date, or any extension
thereof consented to by Developer, Developer may, at its sole discretion,
either (a) terminate this Agreement without any liability on its part, and any
sums previously paid to City by Developer (or paid into escrow for City's
benefit) shall be returned to Developer with interest, or (b) take title subject
to such objections. City agrees to use its best reasonable efforts to promptly
satisfy any such objections.
1.3 Riahts of Inspection. Testinq and Review. Developer, its counsel,
accountants, agents and other representatives, shall have full and continuing
access to the Property and all parts thereof, upon reasonable notice to City.
Developer and its agent and representatives shall also have the right to enter upon
Property at any time after the execution and delivery hereof for any purpose
whatsoever, including inspecting, surveying, engineering, test boring, performance
of environmental tests, provided that Developer shall hold City harmless and fully
indemnify City against any damage, claim, liability or cause of action arising from or
caused by the actions of Developer, its agents, or representatives upon the
Property (except for any damage, claim, liability or cause of action arising from
conditions existing prior to any such entry upon the Property), and shall have the
further right to make such inquiries of governmental agencies and utility companies,
and to make such feasibility studies and analyses as it considers appropriate.
1.4 Representations and Warranties of City. In order to induce Developer to
enter into this Agreement and purchase the Property, City hereby represents and
warrants to Developer that to the best of City's knowledge:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse
change in the Property being conveyed or the possession, use or enjoyment
thereof by Developer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) No ordinance or hearing is now 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
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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 to the Property.
(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.
(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 that it has full
power and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Developer at time of
closing confirming the representation contained herein, in the form attached
hereto as Exhibit C.
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(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
anyway be binding upon the Property or Developer.
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
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 cooperate 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) 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.
(17) 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.
1.5 Conditions to Closino. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall
be correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit G.
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(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) Developer, in its sole and absolute discretion, having completed and
approved of any inspections done by Developer hereunder.
(4) Developer having obtained any and all necessary governmental
approvals, including without limitations approval of zoning, subdivision or
platting which might be necessary or desirable in connection with the sale
and transfer and development of the Property. Any conditions imposed as a
part of the zoning, platting or subdivision must be satisfactory to Developer,
in its sole opinion. City shall cooperate with Developer in attempting to
obtain any such approvals and shall execute any documents necessary for
this purpose, provided that City shall bear no expense in connection
therewith. In connection therewith, the City agrees (a) to review all of
Developer's plans and specifications for the project and to either reject or
approve the same in a prompt and timely fashion; (b) to issue a written
notification to Developer, following City's approval of same, indicating that
the City has approved such plans and specifications, and that the same are
in compliance with the Urban Renewal Plan, this Agreement and any other
applicable City or affiliated agency requirements, with the understanding that
Developer and its lenders shall have the right to rely upon the same in
proceeding with the project; (c) to identify in writing within ten (10) working
days of submission of said plans and specifications, any and all permits,
approvals and consents that are legally required for the acquisition of the
Property by Developer, and the construction, use and occupancy of the
project with the intent and understanding that Developer and its lenders and
attorneys will rely upon same in establishing their agreement and time
frames for construction, use and occupancy, lending on the project and
issuing legal opinions in connection therewith; and (d) to cooperate fully with
Developer to streamline and facilitate the obtaining of such permits,
approvals and consents.
(5) City having completed all required notice to or prior approval, consent
or permission of any federal, state or municipal or local governmental
agency, body, board or official to the sale of the Property; and
consummation of the closing by City shall be deemed a representation and
warranty that it has obtained the same.
(6) Developer and City shall be in material compliance with all the terms
and provisions of this Agreement.
(7) Developer shall have furnished City with evidence, in a form
satisfactory to City (such as a letter of commitment from a bank or other
lending institution), that Developer has firm financial commitments in an
amount sufficient, together with equity commitments, to complete the
6
Minimum Improvements (as defined herein) in conformance with the
Construction Plans (as defined herein), or City shall have received such
other evidence of such party's financial ability as in the reasonable judgment
of City is required.
(8) Receipt of an opinion of counsel to Developer in the form attached
hereto as Exhibit D.
(9) Developer shall have the right to terminate this Agreement at any time
prior to the consummation of the closing on the Closing Date if Developer
determines in its sole discretion that conditions necessary for the successful
completion of the Project contemplated herein have not been satisfied to the
full satisfaction of such party in such party's sole and unfettered discretion.
Upon the giving of notice of termination by such terminating party to the
other parties to this Agreement, this Agreement shall be deemed null and
void.
1.6 Closinq. The closing of the purchase and sale shall take place on the
Closing Date. Exclusive possession of the Property shall be delivered on the
Closing Date, in its current condition and in compliance with this Agreement,
including City's representations and warranties regarding the same. Consummation
of the closing shall be deemed an agreement of the parties to this Agreement that
the conditions of closing shall have been satisfied or waived.
1.7 City's Obliqations at Closinq. At or prior to the Closing Date, City shall:
(1) Deliver to Developer City's duly recordable Special Warranty Deed to
the Property (in the form attached hereto as Exhibit E (Deed) conveying to
Developer marketable fee simple title to the Property and all rights
appurtenant thereto, subject only to easements, restrictions, conditions and
covenants of record as of the date hereof and not objected to by Developer
as set forth in this Agreement, and to the conditions subsequent set forth in
Section 5.3 below.
(2) Deliver to Developer the Abstract of Title to the Property.
(3) Deliver to Developer such other documents as may be required by
this Agreement, all in a form satisfactory to Developer.
1.8 Deliverv of Purchase Price: Obliqations At Closinq. At closing, and subject
to the terms, conditions, and provisions hereof and the performance by City of its
obligations as set forth herein, Developer shall pay the Purchase Price to City
pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting
credit pursuant to Section 3.1 below.
7
1.9 ClosinQ Costs. The following costs and expenses shall be paid in connection
with the closing:
(1) City shall pay:
(a) The transfer fee, if any, imposed on the conveyance.
(b) A pro-rata portion of all taxes, if any, as provided in Section
1.10.
(c) All special assessments, if any, whether levied, pending or
assessed.
(d) City's attorney's fees, if any.
(e) City's broker and/or real estate commissions and fees, if any.
(f) The cost of recording the satisfaction of any existing mortgage
and any other document necessary to make title marketable.
(2) Developer shall pay the following costs in connection with the closing:
(a) The recording fee necessary to record the Deed.
(b) Developer's attorney's fees.
(c) Developer's broker and/or real estate commissions and fees, if
any.
(d) A pro-rata portion of all taxes as provided in Section 1.10.
1.10 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years that
end prior to the Closing Date. Real estate taxes for the fiscal year in which the
Closing Date occurs shall be prorated between City and Developer to the Closing
Date on the basis of a 365-day calendar year. Developer shall payor cause to be
paid all real estate taxes due in subsequent fiscal years. Any proration of real
estate taxes on the Property shall be based upon such taxes for the year currently
payable.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Imorovements. City acknowledges that Developer is
building a manufacturing facility on the Property. Specifically, Developer is charged
with constructing the building and certain internal systems thereto, and with
finishing the building including, without limitation, all interior improvements (the
8
Minimum Improvements); all as more particularly depicted and described on the
plans and specifications to be delivered to and approved by City as contemplated in
this Agreement. Developer hereby agrees to construct on the Property a
manufacturing facility of not less than thirty thousand (30,000) square feet of floor
space along with necessary sitework as contemplated in this Agreement at a cost of
approximately $1,000,000.00.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications
with respect to the development of Property and the construction of Minimum
Improvements thereon (the Construction Plans) shall be in conformity with Urban
Renewal Plan, this Agreement, and all applicable state and local laws and
regulations, including but not limited to any covenants, conditions, restrictions,
reservations, easements, liens and charges, recorded in the 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.
2.3 Timina of Improvements. Developer hereby agrees that construction of
Minimum Improvements on the Property shall be commenced within three (3)
months after the Closing Date, and shall be substantially completed by July 1,
2007. 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.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an
appropriate instrument so certifying. Such certification (the Certificate of
Completion) 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 Minimum Improvements. The Certificate of Completion shall waive all
rights of re-vestment of title in City as provided in Section 5.3, and the Certificate of
Completion shall so state.
9
2.5 Developer's Lender's Cure Riqhts. 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 3. CITY PARTICIPATION
3.1 Acquisition Grant to Developer. For and in consideration of Developer's
obligations hereunder to construct Minimum Improvements, City agrees to make an
Acquisition Grant to Developer on the Closing Date, or such other date as the
parties shall mutually agree upon in writing, in the amount of $113,785.75 Dollars
($39,250.00 x 2.899 buildable acres). The parties agree that the Acquisition Grant
shall be payable in the form of a credit favoring Developer at time of Closing with
the effect of directly offsetting a portion of the purchase price obligation of
Developer.
3.2 Economic Development Grant to Developer.
(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 the
Developer as follows:
November 1, 2009
November 1,2010
November 1, 2011
November 1, 2012
November 1, 2013
November 1, 2014
November 1, 2015
November 1, 2016
November 1, 2017
November 1, 2018
May 1, 2010
May 1, 2011
May 1, 2012
May 1, 2013
May 1, 2014
May 1, 2015
May 1, 2016
May 1, 2017
May 1, 2018
May 1, 2019
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts
equal to the actual amount of tax increment revenues paid by Developer and
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 Minimum
Improvements constructed by Developer (the Developer Tax Increments).
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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 Minimum Improvements, which does not include property
taxes collected for the payment of bonds and interest of each taxing district,
and taxes for the regular and voter-approved physical plant and equipment
levy, and any other portion required to be excluded by Iowa law, and thus
such incremental taxes will not include all amounts paid by Developer as
regular property taxes.
(2) To fund the Economic Development Grants, City shall certify to the
County prior to December 1 of each year, commencing December 1, 2008,
its request for the available Developer Tax Increments resulting from the
assessments imposed by the County as of January 1 of the following year, to
be collected by City as taxes are paid during the following fiscal year and
which shall thereafter be disbursed to the Developer on November 1 and
May 1 of that fiscal year. (Example: if City so certifies by December, 2008,
the Economic Development Grants in respect thereof would be paid to the
Developer on November 1, 2009, and May 1, 2010.
(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 Dubuque Screw TIF Account of City.
City hereby covenants and agrees to maintain its TIF ordinance in force
during the term hereof and to apply the incremental taxes collected in
respect of the Minimum Improvements and allocated to the Dubuque Screw
TIF Account to pay the Economic Development Grants, as and to the extent
set forth in Section 3.2(1) hereof. The Economic Development Grants shall
not be payable in any manner by other tax increments revenues or by
general taxation or from any other City funds. City makes no representation
with respect to the amounts that may be paid to Developer as the Economic
Development Grants in anyone 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 Dubuque Screw
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 3.2 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.
11
SECTION 4. COVENANTS OF DEVELOPER
4.1 Job Creation. Developer shall create ten (10) additional full-time equivalent
(2080 hours per year) employees in Dubuque, Iowa within four (4) years from May
18, 2006, and shall maintain those jobs during the Term of this Agreement. It is
agreed by the parties that Developer base employment in Dubuque, Iowa, as of
May 18, 2006 of twenty-four (24) employees and Developer shall maintain those
jobs during the Term of this Agreement.. In the event that the certificate provided to
City under Section 4.2 hereof on July 1, 2019, discloses that Developer does not as
of that date have at least ten (10) additional full-time equivalent employees as
provided hereinabove, Developer shall pay to City, promptly upon written demand
therefor, an amount equal to $3,347.00 per job not created ($113,785.75 divided by
34 employees). In addition, for the positions that Developer fails to create and
maintain for any year during the Term of this Agreement, the semi-annual
Economic Development Grants for such year under Section 3.2 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 by this Section 4.1. For example, if
Developer has 24 current employees and is required to create 10 additional
positions but Developer only has 30 employees on July 1, 2012, the Economic
Development Grant that will be paid to Developer would be 88.2% (30/34
employees) of the Economic Development Grant provided in Section 3.2.
4.2 Certification. To assist City in monitoring the performance of Developer
hereunder, four (4) years from the date of this Agreement, and again each year
thereafter during the term of this Agreement, a duly authorized officer of Developer
shall certify to City (a) the number of full time equivalent jobs employed at Property,
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 July 1, 2010, and
on July 1 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
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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 other 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.
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):
(a) 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;
(b) Insurance as set forth in the attached Insurance Schedule.
(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)
insurance as follows:
(a) All risk property insurance against loss and/or damage to
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 the 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.
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(3) Developer shall notify City immediately in the case of damage
exceeding $500,000.00 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. Net
proceeds of any such insurance (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 Minimum Improvements whether or not the Net Proceeds of
insurance received by Developer for such Purposes are sufficient.
4.7 Preservation of Propertv. 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
accepted, and from time to time shall make all necessary repairs, replacements,
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, 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-Transferabilitv. Until such time as the Minimum Improvements are
complete (as certified by City under Section 2.4), this Agreement may not be
assigned by Developer nor may the Property be transferred by Developer to
14
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.
Notwithstanding the foregoing, Developer desires to exchange other property of like
kind and qualifying use within the meaning of Section 1031 of the Internal Revenue
Code of 1986, as amended and the regulations promulgated thereunder, fee title in
the Property. Developer expressly reserves the right to assign its rights, but not its
obligations, hereunder to a Qualified Intermediary as provided in I.R.C. Regulation
1.1031(k)-1(g)(4) on or before the Closing Date, subject to the approval of City
which approval shall not be unreasonably withheld.
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, manufacturing and storage building 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, national origin, age or disability in the sale, lease, rental, use or
occupancy of the Property or any improvements erected 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, 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,
15
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, 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 the individual capacity
thereof.
(5) The provisions of this Section shall survive the termination of this
Agreement.
4.13 Comoliance with Laws. Developer shall comply with all laws, rules and
regulations relating to its businesses, other than laws, rules and regulations 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, anyone or more of the following events:
(1) Failure by Developer to payor cause to be paid, before delinquency,
all real property taxes assessed with respect to the Minimum Improvements
and the Property.
16
(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
final 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 bv Develooer. Whenever any Event of Default referred
to in Section 5.1 of this Agreement occurs and is continuing, City, as specified
below, may take anyone 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) 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 Developer 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;
(3) City shall be entitled to recover from Developer the sum of all
amounts expended by City in connection with the funding of the Acquisition
Grant to Developer, and City may take any action, including any legal action
it deems necessary, to recover such amounts from the defaulting party;
(4) City may withhold the Certificate of Completion; or
(5) 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 Re-VestinQ Title in Citv Uoon HaooeninQ of Event Subsequent to
Convevance to Develooer. In the event that subsequent to conveyance of the
Property to Developer by City and prior to receipt by Developer of the Certificate of
17
Completion, but subject to the terms of the mortgage granted by Developer to
secure a loan obtained by Developer from a lender or other financial institution to
fund the acquisition of Property or construction of the Minimum Improvements,
(First Mortgage) an Event of Default under Section 5.1 of this Agreement occurs
and is not cured within the times specified in Section 5.2, then City shall have the
right to re-enter and take possession of the Property and any portion of the
Minimum Improvements thereon and to terminate (and re-vest in City pursuant to
the provisions of this Section 5.3 subject only to any superior rights in any holder of
the First Mortgage) the estate conveyed by City to Developer, it being the intent of
this provision, together with other provisions of this Agreement, that the conveyance
of the Property to Developer shall be made upon the condition that (and the Deed
shall contain a condition subsequent to the effect that), in the event of default under
Section 5.1 on the part of Developer and failure on the part of Developer to cure
such default within the period and in the manner stated herein, City may declare a
termination in favor of City of the title and of all Developer's rights and interests in
and to Property conveyed to Developer, and that such title and all rights and
interests of Developer, and any assigns or successors in interests of Developer,
and any assigns or successors in interest to and in Property, shall revert to City
(subject to the provisions of Section 5.3 of this Agreement), but only if the events
stated in Section 5.1 of this Agreement have not been cured within the time period
provided above, or, if the events cannot be cured within such time periods,
Developer does not provide assurance to City, reasonably satisfactory to City, that
the events will be cured as soon as reasonably possible. Notwithstanding the
foregoing, however, City agrees to execute a Subordination Agreement in favor of
Developer's first mortgage lender, in a form reasonably acceptable to City and to
Developer's first mortgage lender.
5.4 Resale of Reacquired Propertv: Disposition of Proceeds. Upon the re-
vesting in City of title to the Property as provided in Section 5.3 of this Agreement,
City shall, pursuant to its responsibility under law, use its best efforts, subject to any
rights or interests in such property or resale granted to any holder of a First
Mortgage, to resell the Property or part thereof as soon and in such manner as City
shall find feasible and consistent with the objectives of such law and of the Urban
Renewal Plan to a qualified and responsible party or parties (as determined by City
in its sole discretion) who will assume the obligation of making or completing the
Minimum Improvements or such other improvements in their stead as shall be
satisfactory to City and in accordance with the uses specified for such the Property
or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such
property or proceeds granted to any holder of a First Mortgage upon such resale of
the Property the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on
the Property, or any portion thereof, or any improvements thereon,
18
previously acquiesced in by City pursuant to this Agreement. If more than
one mortgage on the Property, or any portion thereof, or any improvements
thereon, has been previously acquiesced in by City pursuant to this
Agreement and insufficient proceeds of the resale exist to pay the principal
of, and interest on, each such mortgage in full, then such proceeds of the
resale as are available shall be used to pay the principal of and interest on
each such mortgage in their order of priority, or by mutual agreement of all
contending parties including Developer, or by operation of law;
(3) Third, to reimburse City for all allocable costs and expenses incurred
by City, including but not limited to salaries of personnel, in connection with
the recapture, management and resale of the Property or part thereof (but
less any income derived by City from the Property or part thereof in
connection with such management); any payments made or necessary to be
made to discharge any encumbrances or liens (except for mortgage(s)
previously acquiesced in by the City) existing on the Property or part thereof
at the time of revesting of title thereto in City or to discharge or prevent from
attaching or bring made any subsequent encumbrances or liens due to
obligations, default or acts of Developer, its successors or transferees
(except with respect to such mortgage(s)), any expenditures made or
obligations incurred with respect to the making or completion of the Minimum
Improvements or any part thereof on the Property or part thereof, and any
amounts otherwise owing to City (including water and sewer charges) by
Developer and its successors or transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (1) the sum
of the Purchase Price paid to City for the Property and the cash actually
invested by such party in making any of the Minimum Improvements on the
Property, less (2) any gains or income withdrawn or made by Developer from
this Agreement or the Property.
5.5 No Remedv Exclusive. No remedy herein conferred upon or reserved to City
is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in equity
or by statute. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as
often as may be deemed expedient.
5.6 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other concurrent, previous or subsequent breach hereunder.
19
5.7 Aqreement to Pav Attornevs' Fees and Expenses. If any action at law or in
equity, including an action for declaratory relief or arbitration, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of litigation from the other party. Such
fees and costs of litigation may be set by the court in the trial of such action or by
the arbitrator, as the case may be, or may be enforced in a separate action brought
for that purpose. Such fees and costs of litigation shall be in addition to any other
relief that may be awarded.
5.8 Remedies on Default bv Citv. 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
having been deposited in any U.S. Postal Service and sent by registered or certified
mail, postage prepaid, addressed as follows:
If to Developer:
Michael R. Scherr, President
Dubuque Screw Products, Inc.
P.O. Box 895
Dubuque, Iowa 52004-0895
Phone: 563-583-2770
Fax: 563-583-1934
With copy to:
John C. O'Connor
O'Connor & Thomas PC
P.O. Box 599
Dubuque, Iowa 52004-0599
If to City:
City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
20
With copy to:
City Attorney
City Hall
50 W. 13th Street
Dubuque IA 52001
Or at such other address with respect to either party as that party may, from time to
time designate in writing and forward to the other as provided in this Section.
6.2 Bindinq 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 1,2019 (the Termination Date).
6.4. Execution Bv Facsimile. The parties agree that this Agreement may be
transmitted between them by facsimile machine. The parties intend that the
faxed signatures constitute original signatures and that a faxed Agreement
containing the signatures (original or faxed) of all the parties is binding on the
parties.
6.5 Memorandum of Development Aqreement. Developer shall promptly record
a Memorandum of Development Agreement in the form attached hereto as
Exhibit F 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 on or as of the first
above written.
CITY OF DUBUQUE, IOWA
DUBUQUE SCREW PRODUCTS, INC.
By:
By:
Roy D. Buol, Mayor
Michael R. Scherr, President
By:
Jeanne Schneider, City Clerk
F:\USERS\tsteckle\Lindahl\Agreements\DubuqueScrew _FinaI060206bal.doc
Last saved by Tracey Stecklein; 6/2/200610:29 AM
21
INSURANCE SCHEDULE A
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR
VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
1 . All policies of insurance required hereunder shall be with an insurer authorized to do business in
Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of
cancellation to the City of Dubuque, except for 10 day notice for non-payment, if cancellation is
prior to the expiration date. This endorsement supersedes the standard cancellation statement
on the Certificate of Insurance.
3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the
coverage required in Paragraph 6 below. Such certificates shall include cODies of the following
policy endorsements:
a) Commercial General Liability policy is primary and non-contributing.
b) Commercial General Liability additional insured endorsement.
c) Governmental Immunity Endorsements.
4. Each certificate shall be submitted to the contracting department of the City of Dubuque.
5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the
City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a
material breach of this agreement.
6. Developer shall be required to carry the following minimum coveragellimits or greater if required
by law or other legal agreement:
a) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
Products-Completed Operations Aggregate Limit
Personal and Advertising Injury Limit
Each Occurrence Limit
Fire Damage Limit (anyone occurrence)
Medical Payments
$2,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97
"Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions
from the standard ISO commercial general liability form CG 0001, or Business Owners form BP
0002, shall be clearly identified.
22
INSURANCE SCHEDULE A (Continued)
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR
VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
Governmental Immunity Endorsement identical or equivalent to form attached.
Additional Insured Requirement:
The City of Dubuque, including all its elected and appointed officials, all its employees and
volunteers, all its boards, commissions and/or authorities and their board members,
employees and volunteers shall be named as an additional insured on General Liabiiity
Policies using ISO endorsement CG 20 26 0704 "Additional Insured - Designated Person or
Organization," or it's equivalent. - See Specimen
b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory for Coverage A
Employers Liability:
Each Accident
Each Employee - Disease
Poiicy Limit - Disease
$100,000
$100,000
$500,000
c) UMBRELLA EXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABILITY
Coverage to be determined on a case by case basis by Finance Director.
Completion Checklist
o Certificate of Liability Insurance (2 pages)
o Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
o Additional Insured 20 26 07 04
o Governmental Immunities Endorsement
23
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees
and states that the purchase of this policy and the including of the City of
Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of
Iowa Section 670.4 as it is now exists and as it may be amended from time to
time.
2. Claims Coveraae. The insurance carrier further agrees that this policy of
insurance shall cover only those claims not subject to the defense of
governmental immunity under the Code of Iowa Section 670.4 as it now exists
and as it may be amended from time to time. Those claims not subject to Code
of Iowa Section 670.4 shall be covered by the terms and conditions of this
insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be
responsible for asserting any defense of governmental immunity, and may do so
at any time and shall do so upon the timely written request of the insurance
carrier.
4. Non-Denial of Coveraae. The insurance carrier shall not deny coverage under
this policy and the insurance carrier shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this policy for reasons of
governmental immunity unless and until a court of competent jurisdiction has
ruled in favor of the defense(s) of governmental immunity asserted by the City of
Dubuque, Iowa.
No Other Chanae in Policy. The above preservation of governmental immunities
shall not otherwise change or alter the coverage available under the policy.
SPECIMEN
24
POI lCY Nilr.llW Il
COMMERCIAL GENERAL UABILITY
CG20:260104
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
1 t-IlS endorsement mooifes i~sl~ran<:r:- :)fC'"I0eU UmHtI ttlt:!! 'uIlJ'Mn8
cr.JMMLI-1CIAL GENERA,L It:..BIt,ITY COVERAGE PART
SCHEDULE
Name Of Aclditionalln&urlld Pctl'$On(SI Or Org;jllllzation(a)
Th~ f.i-'Y:1~ Dubuque~ iflclu-cinlj ,~ll its €>1E':::t?r1 ,"lr(1 :~pp,~int.f:(!
(.,f'i(lels., all i-.:~ e"lplolt:!:':" (.lIlt! \"jIIJnt.E'~ro;.~ .'Ill ,~<. !1'~IIH'-ds\
UJI!I'l1is:;ion~ end/a)' auti':or~:i~s llnd t'"1el r :):nrr: "11~nlbE'"r'<:'.
~mplQyers ~nd vclunteers.
,Ifr'ormatlf,;!~_ IC(J:JUed)) (:I)r"'r-Ft~ th:'!'; &:h~~Je if nol ~hown ;)bovc, '11111 be S'lo\tJn ir 1he qecl,~.~~.iorf\
$C";ijorl II - Who 1& All Iin&ured is ilrlcrdec; 1;:: In
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in :lsr!. b;.o your ,:l(;:;l; Of IjrolSsr.)!'s cr t~e acts or OrT's.-
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ALTER tHE COVERAG^:: j!.FfDROED BY THE POUClES BELOiN
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II POllOES Slio\Ll B[ [~fn 1(1 f-'l<<Wlot. 30 DAY ADVANCE NOTICE Of CAN::fl t~lI()t1j 10 Cry OF DUBUQUE
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IMPORTANT
If tho:.: '~lJ:lir ~il((: h.)IO"'!r t~, ;1n P.DDi 1 UNAl I~J~i.il'-'J:D 11v.; IJllli'~"'Iit.;~;-; 11l..:>J [.It: t:r <,,:\!o,':;'<J,:'. ",L..:.lt=I']lO'lIt
ullllli~; 1;;;l\fi!;J:e O~lf.of, ne: COIlf€'f rtJIltS to thE.' u_"til1c~tr.~ I Il.:hIl;'f ill Ii!":.. llr S,";~I ,.,., rd,;r*"'~III!~:
If ~,UB::::')GI\TION IS '....,..rvl'-D. !;'uo;~o 10 1l'IB l8""'~ 01111; o;;lJlldiljl,;ll~; ()I II e f",k-,. l.l::",I.;i'_lJulil.i..", ,nay
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l1oldL'l 11I1'/.'J d ""Y.:~ f'<nr1rr:;;f!rr+")I~.s:1
DISCLAIMER
I he Cer:mGltt; of ,11~ltT;llKr'! ()n lhl'!" rl'!~'@nlif!o side 01 tne> f:Xf1l dl)c~ rKX :.;o.'l:sl.iliJil..: ,I ~;:)III.';",J' 1.,...1'..~t"1I
"he Is::,UI~rQ in::iunll(:;;:, C:)Ull"cxi~coj repre!".p.nt_"iIII'Je or ~1Od,,"::.;;r. ilnd :h':l 1.;::'IL~II..:<lll: Ilud..- IK,JI -1\Jj~, iI
at1lfrrall'jBl\' 01 rl~y.:lll.ivl"...j.,. ,:Il(~'-li~, f:(!f!nCl or a.ner lt1e cD'l'?r3ge ::Jtf(V1jry.; bf ltll~ r~IIiI;I~~ li:<.i~! li~Ir.lul
SPECIMEN
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ACOR[l2~ 12')1)11001
27
rOL'CY r.U\A8Dl
COMMER:IAL GENERAL lIABiliTY
CG 2S.D4fJ~ 97
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED LOCATION(S)
GENERAL AGGREGATE LIMIT
COMMERCIAL GENERAL lIAIlIII~Y ('('NF~AGE PAFT
T11\~ t;J11Ll~lbE:lf"13n1 mcdifie!l i"'!'.!lr,"mr? rr()'JII1~11 iln('\('( \t1Q kllQwinGf
SPECIMEN
SCHEDULE
iOO'j9''''Od Localionl.)'
:1' t):) L'f',tll' .::lpp=~rs Rb~NP. irfc:rm:Jticn re<llilred to comp~te this en~mf;on1....~II:,~ !'.Ii'-I'l\'fl 'fl VI-? Decl:::r3Iion:
R;;' ::lllplc.<'lcw:: to :h:::: e'ICOrSE?1"'l€nU
A. f-or <:<11 ::;.um:, ....'h ch the i'"lSu-ec b..["..61ll~~ l~qi1H...
;::b.ljg~t""'~ I,) p;,ry .:4'6 ,j<lma;lee. C3U6ed~ t>>',
l]cr.lJr~rr~!'.' Jrvif:>!r CnvrRAI~F A ISECTION
Ii <ilnd fa' all rr,Edir.:'I1 f!){~n~$ c',vsed b~ "Co:>
(~n,s under GOVlHAGf:: C (SECTION I), whi(:;
can be attriblJted only to o~eliHI('m;;. <:It Q ain;! a
rjulOl;;jll:it-l:!d "loc81ion" s.hew"l in th~ ScX'du c
CClO.;e
1. A se~r.)t€ D~Sigli:ntU luc:non Gen€'ral
Aggregate .mit ap:JI'e~, to each dCS/9natc:d
'iClcatlor)'. :ind :h.at imit IS e:,1L."l1 tc me
'''11111''11. uf I.tlt': ~11tj'lal A;jgrcgate Urnt
~hCtNn in the Oeciar~ll(ln!'S
2. TlK [X:SIQIBtr::d ~(J[::atlDn r~~r:'i ~gG'"eg('lle
1111111, ,~IJIt! 11I1..t;$l',...~ will P"'Y fur the sum of ail
damages U!'IGE>r [~Cr"rn;',G[ A, ,=,xcep'. dam-
sgee. becaLse 01 'bodit~ rnll~ry' I)( "Plop::::rtj
~I"'~I-O'lg(>. ''lcllJ:ied ir tre 'produC'tsromplet~d
3P€~1ions hazafC', ,mJ rOI medical E!Xpof!rtSf!~.
under C0\/FRf\GE C reQ<lrjless of thC nur!l-
(.(.'!Qr
a, nsu"tlll:s-
b. C'aims ma:j"",). ':';I)ib" L'f()o...Y.l. fX
c. Pcr::;.:ms r.:r O!g:~rr..R'in/)!'; fYrflking r::1,mrlS
rn hrnglng , SUits'
3. ATf payments m;Jde under COVE RACe A
For dcImag....--s or undli!'t C OVF ft..,\GE C to!
me.1lml f:!~e"lses shall reou:::e tte Ueslg-
nat-?o l~::.aI.n)'1 Got:-'A;:l(,j1 Al:I!J1':.'gi:lle Llmil fo'
th~ dcaign6lte.::J 'lOcation" 0uch p;:lrm~n~
~"c;1l r.ot re.ju<:e the Gener;] !,.gf(t'!-;);)!l:: '11l'1
;;.hc:wn in tb~ n....I:I.:.lI~hf1rllo> 'K.! <:'13:1 they re-
duce any ot'1Ef DeSIOrll)t,::::l LC:..:a:ion Geren'fl
^ggr~iJale Limd for S"lv :1tr'~r de$l1I'\at€d
'1ocatbn" shown In !tle Sr.hE:-dlJe aOGI.'€'
4. TtlE! .imi15 !5h()wr"1 in the C-eclZlratl>.)n:o tu: Each
OCCLI'fN:CC. FilE ['?m,"l~1~ ~1J.i \A-ed~~;:'ll L..:.
fIl?rse O:::,ntII'\Uo3' {O t.lppll'. HO'\'I/'EYer nstead of
bei~ Sou::Oied to thE General Ayg189al: Lir-ij
S.IKlwr in t~lt:I Doc.raratons, 50lJCn 1~ItS Wll be
t.u:.JJ~t lu Lilt: :J~tJltt<Jljc Jt!:::.i~HP'j I nr...,-I(ln
Gcneral Agg't'c~ll'tt~ Il'uil
28
B FOl ;011 SU''!',; INlI,d' 'h~ ill-~.,Ir:d !]t"c.on""~- l€:g2P~
obll~i.1red to ~3~ a'" dam&;j8i'! c9..J:;;::d b:i
'(m:;lJI,,,,..cee' '..JnOi;r '::OVERA.CE A. :Sl:.ClI0N
I) arc! k-r :ilIil ~cil.:--=,llo'.~P'.II~I'" (;';IIl~t:(t hy ~~t":1~i
tH:rlU; unC(;1 C04E:R/',GE C (SECTION I) .....he!')
C<:l'1I'(Yt l>e 3t1ribl,ltRli nn I.... tG :Jperat ar"5 .<Jt OJ sir,
qle Oe-sj~nate:l 'locahc'l' shown w the &:hf!dlJl",
atX:M:1
1. /\"\' ~rrp."l1~ 'llHdp. urdc! COVERAGE A
tar :jan.:Jgc~ co' .lrQe-' COVErtACF C :or
IIIOdl::;d e:r:r:-ense~ !:'hall "F!dUCE the <Yrcun1
::;\'G:llflbl~ uncer UE G+:!or-t:!l~t Aggre-gate L1Mll
c'r 1'H": PI;,,:du{.;',:;.C~'lFJh:::t~ Ol--'t;::l",t"..r~ A~:;I-
Gl~tpk I nul ~IrI!.lit'~V~( i:.'l appii::aolc- and
2. titctl PJ'jrrtef"t!5- ~n:;ltl not (B"JL.U::l "111 Dc:si!::lnate::l
[.fX'.ario'l Gl.:fl:.:r.:ll.AgYI<":Y.:..J\t U:llIl.
C. 'I"her, G;)v,=,r<.lg~ Itl( I';:nllll'~' HII:--\II'tt.j <)1. d ,h~
'~lrodl,(;h~ {~(jmpleted op.:.-r::::::ione: h3L3rU" 112 pro-
'Ji(:.ed. 3n~' pB~m.:>n1';: k,r ':lE'lfl::lJ""; toi,'-__C:lI<:,(' '_~f
'bodi~' irJur{ or 'prt:pcrh ,M.fil;),;)t" nclu.jed If)
tile '"1J1<.;uuSl:i7-COHlOhdeC O~'E:r;Jti1)n~ ha,..""'";3rcr' will
reduc-.e ttle- Pro::hJCts-Ccmp\eletj OIJ"=lI<:llun~ Ag~
qrega1a Limil c")(i nO{ rOOLeD Me C;e^ierol AQ
gregClte UfYI,lt nO' l1le ue'3I,~n~t~::1 I :":.n~tnn i."~e'-
eral Aggrega1e Limit
D. For tho _~JI...'-poscs of th,s enoors~:-nenl ~he Defi-
nitions 0eG~ll)n I~ i-l1flF!f)(j~ t,',' '1'1~ fldiilon Df
:he fr:!lcwing je'lnit en
"Location" nc:ans pr(.~"ii::;es fWOV ng tr.e 5Clme
or CC(lf'\eCl1ng :otl';, QI rr~mi:=:p.", '/nDSE' conrll:C"
:10n IS, Intfnu:rrec O"ll"{ C" a s:ruFJ1 r'J<ldwOol)' 'lid
~8rway :If rigf-t-cf.'//ay of.a r",iln.l<J\,l
E. I he pr<NjSl0r~ Of IIf'"'lt!'> Of In~lJran:)€ I.S'::'C~ION
111: f\o:Jt otTel'Wise mooified oy 1hls I.:lII.kllSe--lI::I1L
-::.hlill ,::.(..11 nlH'l tc appil' as. Sipulatec
SPECIMEN
29
AMENDED and RESTATED
URBAN RENEWAL PLAN
Dubuque Industrial Center Economic Development
District
City of Dubuque, Iowa
This Amended and Restated Urban Renewal Plan provides for the further
expansion of the Dubuque Industrial Center Economic Development
District, originally established by Resolution 130-88 of the City Council of
the City of Dubuque, Iowa on May 2, 1988 and thereafter amended and
restated by Resolution 484-90 ofthe City Council of the City of Dubuque,
Iowa on December 17, 1990. Resolution 48-97 of the City Council of the
City of Dubuque, Iowa on January 20, 1997 authorized and directed this
amendment.
Prepared by the Community and Economic Development Department.
February 1997
31
TABLE OF CONTENTS
A. INTRODUCTION Page I
B. OBJECTIVES Page 2
C. DISTRJCT BOUNDARJES Page 2
D. PUBLIC PURPOSE ACTIVITIES Page 3
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 4
F. LAND ACQUISITION AND DISPOSITION Page 5
G. FINANCING ACTIVITIES Page 6
H. STATE AND LOCAL REQUIREMENTS Page 8
I. DURATION OF APPROVED URBAN RENEWAL PLAN Page 8
J. SEVERABILITY Page 9
K. AMENDMENT OF APPROVED URBAN RENEW AI. PLAN Page 9
L. ATTACHMENTS Page 9
32
AMENDED and RESTATED
DUBUQUE INDUSTRIAL CENTER ECONOMIC DEVELOPMENT DISTRICT
URBAN RENEWAL PLAN
City of Dubuque, Iowa
A, INTRODUCTION
This AMENDED and RESTATED URBAN RENEWAL PLAN (the "Plan") has been prepared to provide for the
expansion and further development and redevelopment of the DUBUQUE INDUSTRIAL CENTER ECONOMIC
DEVELOPMENT DISTRICT (the "District") first established by the City of Dubuque on May 2,1988. Its intent is
to stimulate economic development activities within the expanded District through the commitment of public actions
as specified herein.
To achieve this objective, the City of Dubuque shall undertake the urban renewal actions specified in this Plan,
pursuant to the powers granted to it under Chapter 403 of the Iowa Code, Urban Renewal Law.
This Plan is an amendment and restatement of the Dubuque Industrial Center Economic Development District Urban
Renewal Plan adopted by Resolution 130-88 of the City Council of the City of Dubuque, Iowa on May 2,1988 and
subsequently amended by Resolution 484-90 on December 17, 1990. Resolution 48-97 of the City Council of the
City of Dubuque, Iowa on January 20, 1997 authorized and directed the preparation of this latest amendment to the
Plan. This Plan shall serve as a new urban renewal plan for the expanded District described herein.
The division of taxation authorized by Section 403.19 and the separation of incremental taxes as defined in Section
403.19(2) have been implemented in the existing area of the District (hereinafter referred to as "Subarea A"). Under
the terms of this Amended and Restated Plan, the tax increment mechanism shall be continued and implemented
within the proposed expansion area of the District (hereinafter referred to as "Subarea B") as well. The expanded
District shall be subject to the provisions of a revised ordinance of the City of Dubuque with respect to the division
of taxes levied and collected within each of Subarea A and Subarea B of the District. Incremental taxes shall be
determined separately with respect to each of the Subareas comprising the expanded District, and when collected
shall be applied, subject to such liens and priorities as may exist or be from time to time provided, with respect to the
Amended and Restated Dubuque Industrial Center Economic Development District, as so amended.
B. OBJECTIVES OF THE PLAN
The primary objectives of the Plan are the development and redevelopment of the expanded District for economic
development activities, primarily industrial park development, through:
1. Provision of marketable industrial development sites for the purpose of job-creating economic
development activities;
2. Provision of public infrastructure improvements, including sanitary sewer, water and stormwater
detention, supportive of full development of the District;
3. Provision of a safe, efficient and attractive circulation system;
4. Establishment of design standards which will assure cohesive and compatible development and
I
redevelopment of the District;
5. Provision of public amenities that provide an aesthetically appealing environment, including open
space, buffering, landscaping, water features, signage and lighting to create a distinctive and
attractive setting;
6. Creation of financial incentives necessary to encourage new and existing businesses to invest in the
District; and
7. Expansion of the property tax base of the District.
C. DISTRICT BOUNDARIES
The District is located within the City of Dubuque, County of Dubuque, State of Iowa. The City of Dubuque
believes that the objectives of the Plan can best be accomplished by defining the real property included within the
District as two separate areas so as to distinguish the existing District (Subarea A) from the proposed expansion area
(Subarea B).
Subarea A of the District shall consist of the real property legally described as follows:
All of the Dubuque Industrial Center First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth,
Tenth and Eleventh Additions and the adjoining public right-of-way, all in the City of Dubuque, Dubuque
County, Iowa.
Subarea B of the District shall consist of the real property legally described as follows:
Lot 1-1 of the NW 1/4 of the NE 1/4, the West 3/4 of the NE 1/4 of the NW 1/4, the East 1/4 of the NE 1/4
of the NW 1/4 of Lot I, Lot 2-1 of the SE 1/4 of the NW 1/4, Lot I-I of the SE 1/4 of the NW 1/4, and the
SW 1/4 of the NE 1/4, all in Section 30, T89N, R2E, 5th P.M., Dubuque County, Iowa; also, the NW 1/4 of
the SW 1/4, the NE 1/4 of the SW 1/4, Lot I of the SE 1/4 of the SW 1/4, and Lot I of the SW 1/4 of the
SW 1/4, all in Section 30, T89N, R2E, 5th P.M., in Dubuque County, Iowa; and all that part of a 100-foot-
wide strip of the Chicago Central Pacific Railroad right-of-way lying in the SE 1/4 of Section 30, the SE 1/4
of the SW 1/4 of Section 30, the NW 1/4 of Section 31, and the NE 1/4 of Section 31 all in T89N, R2E, 5th
P.M. Dubuque County, Iowa, the centerline of which is more particularly described as follows: Beginning
at a point of intersection with the easterly line of the SE 1/4 of Section 30, T89N, R2E, 5th P.M., thence
southwesterly along the centerline of said railroad 2,700 feet, more or less a point of intersection with the
westerly line of the SE 1/4 of said Section 30; thence southwesterly continuing along said centerline 845
feet, more or less, to a point where the railroad right-of-way widens to 200 feet, said point being the
terminus of this description; also, Lot I of the NE 1/4 of the SE 1/4 of Section 25, T89N, RIE, 5th P.M.,
Dubuque County, Iowa, and a part of Lot 1-1-1 of the SE 1/4 of the SE 1/4 of Section 25, T89N, RIE, 5th
P.M., Dubuque County, Iowa, described as follows: beginning at the NE comer of said Lot I-I-I; thence S
00 degrees, 15' 43" W 562.15 feet along the east line of said Lot I-I-I; thence N 89 degrees 05' 38" W
1,336.86 feet along the northerly line of Lot 2-1-1- of the SE 1/4 of the SE 1/4 of said Section 25 and
extension thereof to a point of intersection with the west line of said Lot 1-1-1; thence N 00 degrees 34' 17"
E 528.75 feet along said west line; thence N 89 degrees 28' 22" E 1,334.04 feet along the north line of said
Lot 1-1-1 to the point of beginning, and any adjoining public right-of-way.
The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT map (Attachment A).
The City of Dubuque reserves the right to modifY the boundaries of the District at some future date. Any
amendments to the Plan will be completed in accordance with Chapter 403 of the Iowa Code, Urban Renewal Law.
2
D. PUBLIC PURPOSE ACTIVITIES
To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared to initiate and support development and
redevelopment of the District through, among other things, the following PUBLIC PURPOSE ACTIVITIES:
1. Acquisition of property for public improvements and private development;
2. Demolition and removal of buildings and improvements not compatible with or necessary for
industrial park development and all site preparation and grading required in connection with such
development;
3. Improvement, installation, construction and reconstruction of streets, utilities and other
improvements and rights-of-ways including but not limited to the relocation of overhead utility
lines, street lights, construction of railroad spur tracks, appropriate landscaping and buffers, open
space and signage;
4. Disposition of any property acquired in the District, including sale, initial leasing or retention by
the City itself, at its fair value;
5. Preparation of property for development and redevelopment purposes including but not limited to
activities such as appraisals and architectural and engineering studies;
6. Use of tax increment financing, loans, grants and other appropriate financial tools in support of
eligible public and private development and redevelopment efforts;
7. Enforcement of applicable local, state and federal laws, codes and regulations;
8. Enforcement of established design standards in furtherance of quality development;
9. Development and implementation of a marketing program for the purpose of promoting the
purchase and development of industrial sites by private developers;
10. Coordination and cooperation with the improvement of Seippel Road as it affects Subarea B's
accessibility to U.S. Highway 20.
Public purpose activities are limited to those areas delineated on the PUBLIC PURPOSE ACTIVITY AREA map
(Attachment B).
All public purpose activities shall be conditioned upon and shall meet the restrictions and limitations placed upon the
District by the Plan.
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS
The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and all District
properties the development and/or the redevelopment of which is assisted by the City through any of the PUBLIC
PURPOSE ACTIVITIES listed above.
1. Land Use
a. Subarea A shall continue to be developed under the regulations of the existing Dubuque Industrial
Center Planned Industrial District. The allowed uses provide for a mix of commercial and
3
industrial land use activities.
LAND USE maps (Attachments CI and C2) identifY the existing and the proposed land uses
within Subarea A.
b. Subarea B is intended to be an expansion of the Dubuque Industrial Center and will provide
additional land for commercial and industrial land uses within a quality industrial park setting.
LAND USE maps (Attachments CI and C2) identifY the existing and the proposed land uses
within Subarea B.
2. Plannine: and Desil!n Criteria
The planning criteria to be used to guide the physical development of both Subarea A and Subarea Bare
those standards and guidelines contained within the City of Dubuque's Zoning Ordinance and other
applicable local, state and federal codes and ordinances.
a. Subarea A development will continue to be additionally governed by the Conditions of
Develooment and Ooeration Documents of the Dubuque Industrial Center Planned Industrial
District as amended from time to time.
b. Subarea B will develop under a new PI Planned Industrial District ordinance as required by
Section 3-5.5 of the City of Dubuque Zoning Ordinance. Development within Subarea B will
follow the Planned Unit Development regulations which require a conceptual development plan
and specific design and performance standards to be approved by ordinance.
F. LAND ACQUISITION AND DISPOSITION
The City of Dubuque is prepared to acquire and dispose of property in support of the development and
redevelopment of the District within the parameters set forth below.
I. Land Acauisition
The City intends to negotiate the purchase of Subarea B. excluding the railroad right-of-way. through
contractual agreement. However, the City will acquire, through eminent domain, any property for public or
private development and redevelopment purposes should it be unable to acquire land through negotiated
purchase.
The City also reserves the right to acquire, by negotiation or eminent domain, property rights required for
the construction or reconstruction of streets and public utilities, or any other public facility or improvement.
2. Land Disposition
Publicly held land will be sold for the development of viable uses consistent with this Plan and not for
purposes of speculation.
Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the Iowa Code,
Urban Renewal Law. Developers will be selected on the basis of the quality of their proposals and their
ability to carry out such proposals while complying with the requirements of this Plan.
Developers will be required by contractual agreement to observe the Land Use Requirements and Planning
and Design Criteria of this Plan. The contract and other disposition documents will set forth the provisions,
4
standards and criteria for achieving the objectives and requirements outlined in this Plan.
3. Relocation Reouirements
No relocation is anticipated at this time.
G. FINANCING ACTIVITIES
To meet the OBJECTIVES of this Plan and to encourage the development of the District and private investment
therein, the City of Dubuque is prepared to provide financial assistance to qualified industries and businesses through
the making of loans or grants under Chapter 15A of the Iowa Code and through the use of tax increment financing
under Chapter 403 of the Iowa Code.
1. Chaoter 15A Loan or Grant
The City of Dubuque has determined that the making of loans or grants of public funds to qualified
industries and businesses is necessary to aid in the planning, undertaking and completion of urban renewal
projects authorized under this Plan within the meaning of Section 384.24(3)(q) of the Iowa Code.
Accordingly, in furtherance of the objectives of this Plan, the City of Dubuque may determine to issue
bonds or loan agreements, in reliance upon the authority of Section 384.24A, Section 384.24(3)(q), Section
403.12 (general obligation bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans
or grants of public funds to qualified businesses. Alternatively, the City may determine to use available
funds for the making of such loans or grants. In determining qualifications of recipients and whether to
make any such individual loans or grants, the City of Dubuque shall consider one or more of the factors set
forth in Section 15A.I of the Iowa Code on a case-by-case basis.
2. Tax Increment Financim!
The City of Dubuque is prepared to utilize tax increment financing as a means of financing eligible costs
incurred to implement the Public Purpose Activities identified in Part D of this Plan. Bonds or loan
agreements may be issued by the City under the authority of Section 403.9 of the Iowa Code (tax increment
bonds) or Section 384.24A, Section 384.24(3)(q) and Section 403.12 (general obligation bonds).
The City acknowledges that the use of tax increment revenues delays the ability of other local taxing bodies
to realize immediately the direct tax benefits of new development in the District. The City believes,
however, that the use of tax increment revenues to finance the development of new industrial land and to
promote private investment in the District is necessary in the public interest to achieve the OBJECTIVES of
this Plan. Without the use of this special financing tool, new investment may not otherwise occur or may
occur within another jurisdiction. If new development does not take place in Dubuque, property values
could stagnate and the City, County and School District may receive less taxes during the duration of this
Plan than they would have if this Plan were not implemented.
Tax increment financing will provide a long-term payback in overall increased tax base for the City, County
and School District. The initial public investment required to generate new private investment will
ultimately increase the taxable value of the District well beyond its existing base value.
Tax increment reimbursement may be sought for, among other things, the following costs to the extent they
are incurred by the City:
a. Planning and administration of the Plan;
5
b. Construction of public infrastructure improvements and facilities within the District;
c. Acquisition, installation, maintenance and replacement of public investments throughout the
District including but not limited to street lights, landscaping and buffers, signage and appropriate
amenities;
d. Acquisition ofland and/or buildings and preparation of same for sale or lease to private
developers, including any "write down" of the sale price of the land and/or building;
e. Preservation, conservation, development or redevelopment of buildings or facilities within the
District to be sold or leased to qualified businesses;
f. Loans or grants to qualified businesses under Chapter ISA of the Iowa Code, including debt
service payments on any bonds issued to finance such loans or grants, for purposes of expanding
the business or activity, or other qualifYing loan programs established in support of the Plan; and
g. Providing the matching share for a variety oflocal, state and federal grants and loans.
3. Proposed Amount of Indebtedness
At this time, the extent of improvements and new development within the District is only generally known.
As such, the amount and duration for use of the tax increment revenues for public improvements and/or
private development can only be estimated; however, the actual use and amount of tax increment revenues
to be used by the City for District activities will be determined at the time specific development is proposed.
It is anticipated that the maximum amount of indebtedness which will qualifY for tax increment revenue
reimbursement during the duration of this Plan, including acquisition, public improvements and private
development assistance, will not exceed $18,000,000.
At the time of adoption of this Plan, the City of Dubuque's current general obligation debt is $14,200,000 (a
list of obligations is found as Attachment D) and the applicable constitutional debt limit is $91,286,810.
H. STATE AND LOCAL REQUIREMENTS
All provisions necessary to conform with state and local laws have been complied with by the City of Dubuque in the
implementation of this Plan and its supporting documents.
I. DURATION OF APPROVED URBAN RENEWAL PLAN
1. Subarea A
This Plan shall continue in effect until terminated by action of the City Council, but in no event before
the City of Dubuque has received full reimbursement from all incremental taxes of its advances and
principal and interest payable on all Tax Increment Financing or general obligations issued to carry
out the OBJECTIVES of the Plan.
2. Subarea B
6
This Plan shall continue in effect until terminated by the City Council; provided, however, that the
collection of tax increment revenues from properties located in Subarea B shall be limited to twenty
(20) years from the calendar year following the calendar year in which the City first certifies to the
County Auditor the amount of any loans, advances, indebtedness or bonds which qualifY for payment
from the division of tax increment revenue provided for in Section 403.19 (tax increment financing) of
the Iowa Code.
The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended from time to
time by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity.
J, SEVERABILITY
In the event one or more provisions contained in this Plan shall be held for any reason to be invalid, illegal,
unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or unenforceability
shall not affect any other provision of this Plan and this Urban Renewal Plan shall be construed and
implemented as if such provision had never been contained herein.
K AMENDMENT OF APPROVED URBAN RENEWAL PLAN
This Plan may be amended from time to time to respond to development opportunities. Any such amendment
shall conform to the requirements of Chapter 403 of the Iowa Code. Any change effecting any property or
contractual right can be effectuated only in accordance with applicable state and local law.
L. ATTACHMENTS
A Urban Renewal District Map
B Public Purpose Activity Area Map
C Land Use Maps
CI Existing Land Use
C2 Proposed Land Use
D List of General Obligations
7
EXHIBIT B
LEGAL DESCRIPTION
Lot 1-5 of Dubuque Industrial Center West 5th Addition in the City of Dubuque, Iowa
8
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BAR R Y A. L I N 0 A H L, ESQ.
CITY ATTORNEY
IHcClTYOF ( ----------,
Dc !jt ()ll
~</k.~
(DATE)
RE:
Dear
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 , 2006, are correct.
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
BAUls
12
Mayor and City Councilmembers
Cit~ Hall
131 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 Dubuque Screw Products, Inc. (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 ,2006_.
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 corporation organized and existing under the laws of
the State of Iowa and has full power and authority to execute, deliver and perform
in full Development Agreement. The Development Agreement has been duly and
validly authorized, executed and delivered by 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. To our actual knowledge with no duty to inquire, 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. To our actual knowledge with no duty to inquire, 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
14
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 manner raises any questions affecting the
validity of the Agreement or Developer's ability to perform Developer's obligations
thereunder.
This opinion is rendered for the sole benefit of the City of Dubuque and no other
party may rely on this opinion.
This opinion is rendered and valid as of the date of this letter and we have no duty
to update this opinion for any matters which come to our knowledge after the date
of this letter.
Very truly yours,
15
Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563583-4113
Return to: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001563583-4113
Tax Statement to:
Dubuque Screw Products, Inc.
6500 Chavenelle Road
Dubuque IA 52002
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a
municipal corporation of the State of Iowa (Grantor), in consideration of the
Grantee named below undertaking the obligations of the Developer under the
Development Agreement described below and the sum of Two Hundred Twenty-
Seven Thousand, Five Hundred Seventy One and 50/100 Dollars ($227,571.50)
in hand paid, and other good and valuable consideration, and pursuant to the
authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND
CONVEY unto Dubuque Screw Products, Inc., an Iowa limited liability company
(Grantee), the following described parcel(s) situated in the County of Dubuque,
State of Iowa, to wit (the Property):
Lot 1 of Lot 5 of Dubuque Industrial Center West 5th Addition in the City of
Dubuque, Iowa, according to the recoded plat thereof, subject to easements of
record
This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6).
This Deed is given pursuant to the authority of Resolution No. 258-06 of the City
Council of the City of Dubuque adopted the 19th day of June, 2006, the terms
and conditions thereof, if any, having been fulfilled.
This Deed is being delivered in fulfillment of Grantor's obligations under and is
subject to all the terms, provisions, covenants, conditions and restrictions
contained in that certain Development Agreement executed by Grantor and
Grantee herein, dated the 19th day of June, 2006, (the Agreement), a
memorandum of which w as recorded on the 2nd day of August, 2006, in the
records of the Recorder of Dubuque County, Iowa, Instrument Number 2006-
00011794.
Promptly after completion of the improvements in accordance with the provisions
of the Agreement, Grantor will furnish Grantee with a Certificate of Completion in
the form set forth in the Agreement. Such certification by Grantor shall be, and
the certification itself shall so state, a conclusive determination of satisfaction and
termination of the agreements and covenants of the Agreement and of this Deed
with respect to the obligation of Grantee, and its successors and assigns, to
construct improvements and the dates for the beginning and completion thereof,
it being the intention of the parties that upon the granting and filing of the
Certificate of Completion that all restrictions, re-vesting of title and reservations of
title contained in this Deed be forever released and terminated and that any
remaining obligations of Grantee pursuant to the Agreement shall be personal
only.
All certifications provided for herein shall be in such form as will enable them to
be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse
or fail to provide any such certification in accordance with the provisions of the
Agreement and this Deed, Grantor shall, within twenty days after written request
by Grantee, provide Grantee with a written statement indicating in adequate
detail in what respects Grantee has failed to complete the improvements in
accordance with the provisions of the Agreement or is otherwise in default, and
what measures or acts will be necessary, in the opinion of Grantor, for Grantee to
take or perform in order to obtain such certification.
In the event that an Event of Default occurs under the Agreemen t and Grantee
herein shall fail to cure such default within the period and in the manner stated in
the Agreement, then Grantor shall have the right to re-enter and take possession
of the Property and to terminate and revest in Grantor the estate conveyed by
this Deed to Grantee, its assigns and successors in interest, in accordance with
the terms of the Agreement.
None of the provisions of the Agreement shall be deemed merged in, affected or
impaired by this Deed.
Grantor hereby covenants to warrant and defend the said premises against the
lawful claims of all persons whomsoever claiming by, through and under it.
Dated this
of
, 20_ at Dubuque, Iowa.
Attest:
Roy . uol, Mayor
By:
By:
Jeanne F. Schneider, City Clerk
Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563583-4113
Return to: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001563583-4113
Tax Statement to:
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a
municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee
named below undertaking the obligations of the Developer under the Development
Agreement described below and the sum of and
no/100 Dollars ($ ) in hand paid, and other good and valuable
consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does
hereby GRANT, SELL AND CONVEY unto
, an Iowa limited liability company
(Grantee), the following described parcel(s) situated in the County of Dubuque,
State of Iowa, to wit (the Property):
This Deed is exempt from transfer tax pursuant to Iowa Code section
428A.2(6).
This Deed is given pursuant to the authority of Resolution No.
the City Council of the City of Dubuque adopted the _ day of
20_, the terms and conditions thereof, if any, having been fulfilled.
of
This Deed is being delivered in fulfillment of Grantor's obligations under and
is subject to all the terms, provisions, covenants, conditions and restrictions
contained in that certain Development Agreement executed by Grantor and
Grantee herein, dated the _ day of , 20_ (the Agreement), a
memorandum of which was recorded on the _ day of , 20_, in the
records of the Recorder of Dubuque County, Iowa, Instrument Number
Promptly after completion of the improvements in accordance with the
17
provIsions of the Agreement, Grantor will furnish Grantee with a Certificate of
Completion in the form set forth in the Agreement. Such certification by Grantor
shall be, and the certification itself shall so state, a conclusive determination of
satisfaction and termination of the agreements and covenants of the Agreement
and of this Deed with respect to the obligation of Grantee, and its successors and
assigns, to construct improvements and the dates for the beginning and completion
thereof, it being the intention of the parties that upon the granting and filing of the
Certificate of Completion that all restrictions, re-vesting of title and reservations of
title contained in this Deed be forever released and terminated and that any
remaining obligations of Grantee pursuant to the Agreement shall be personal only.
All certifications provided for herein shall be in such form as will enable them
to be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse
or fail to provide any such certification in accordance with the provisions of the
Agreement and this Deed, Grantor shall, within twenty days after written request by
Grantee, provide Grantee with a written statement indicating in adequate detail in
what respects Grantee has failed to complete the improvements in accordance with
the provisions of the Agreement or is otherwise in default, and what measures or
acts will be necessary, in the opinion of Grantor, for Grantee to take or perform in
order to obtain such certification.
In the event that an Event of Default occurs under the Agreement and
Grantee herein shall fail to cure such default within the period and in the manner
stated in the Agreement, then Grantor shall have the right to re-enter and take
possession of the Property and to terminate and revest in Grantor the estate
conveyed by this Deed to Grantee, its assigns and successors in interest, in
accordance with the terms of the Agreement.
None of the provisions of the Agreement shall be deemed merged in,
affected or impaired by this Deed.
Grantor hereby covenants to warrant and defend the said premises against
the lawful claims of all persons whomsoever claiming by, through and under it.
Dated this
of
,20_ at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
Attest:
By:
Roy D. Buol, Mayor
By:
Jeanne F. Schneider, City Clerk
18
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
On this _ day of , 20_, before me a Notary Public in
and for said County, personally appeared Roy D. Buol and Jeanne F. Schneider 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.
Notary Public in and for Dubuque County, Iowa
19
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
21
By:
Jeanne F. Schneider, 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 Jeanne
F. Schneider, 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, 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
22
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(DATE)
Dear
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 or Employer, 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.
24
(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 and
Employer in writing of any past notices, orders, suits, judgments or other
proceedings relating to fire, building, zoning, air pollution or health violations
as they relate to the Property of which it has actual notice. The Property is in
material compliance with all applicable zoning, fire, building, and health
statutes, ordinances, and regulations. The Property is currently zoned PUD
and Employer's intended use of the Property as a corporate officelindustrial
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 and
Employer 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, Developer or Employer.
25
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
Developer and Employer and hold Developer and Employer harmless from
any and all claims asserted by any broker engaged directly or indirectly by
City for any fees or other compensation related to the subject matter of this
Agreement.
(13) City shall exercise its best efforts to assist with Developer and
Employer 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.
Sincerely,
Michael C. Van Milligen
City Manager
MCVM:jh
F:\USERSIDHeiarlDubuque ScrewlDubuque Screw Development Agreement FINAL 6-14-06.doc
26
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MEMORANDUM
June 1, 2006
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Expansion of Dubuque Screw Products, Inc. at the Dubuque Industrial
Center West
Economic Development Director Dave Heiar is recommending that a public hearing be
set for June 19, 2006, to consider a Development Agreement with Dubuque Screw
Products, including a 3.573 acre land sale in Dubuque Industrial Center West for
construction of a 30,000 square foot industrial facility.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Ai ~.AJA /
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
. .
CITY OF DUBUQUE, IOWA
MEMORANDUM
May 25, 2006
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Directo~~.
SUBJECT: Expansion of Dubuque Screw Products, Inc. at the Dubuque
Industrial Center West
INTRODUCTION
This memorandum presents for City Council consideration a Resolution initiating
disposition of approximately 3.573 acres identified on the attached exhibit to Dubuque
Screw Products, Inc., who will be constructing a 30,000 square foot industrial facility.
The attached resolution sets a public hearing on the disposition of this property.
BACKGROUND
City staff has worked with the Greater Dubuque Development Corporation and Dubuque
Screw Products, Inc. on an expansion at the Dubuque Industrial Center West. The
company plans to relocate its current manufacturing operations from 460 Huff Street.
They have committed to retaining the current 24 manufacturing jobs, and adding at least
10 new jobs at the new facility.
DISCUSSION
The proposed Development Agreement provides for several incentives to encourage
the expansion. An Acquisition Grant reduces the asking price of the land from
$78,500/acre to $39,250/acre. Due to steep slopes associated with the proposed site,
only 2.885 acres of the 3.573 acre site are buildable. Dubuque Screw will not be
charged for the .688 acre of non-buildable area.
A 10-year tax rebate has been offered to the company to assist in their expansion and
relocation. The rebate is a form of tax increment financing without issuing a tax
increment finance bond to loan monies to the company upfront. As the company pays
its future tax obligation on the new improvements, the City will rebate100% (minus debt
service and the School District Physical Plant and Equipment Levy) of the new TIF
increment for 10 years.
The attached Development Agreement establishes the terms of the sale of the property
to Dubuque Screw Products, Inc. The key elements of the agreement include the
following:
1) The purchase price is $78,500 per acre for 2.855 acres. An Acquisition Grant to
the developer reduces the cost to $39,250 per acre. An additional .688 acres
included with the site are non-buildable slopes.
2) The property will be conveyed on or before July 28, 2006.
~ .
3) The company must construct a building of not less than 30,000 square feet,
estimated to cost approximately $1,000,000.
4) Dubuque Screw Products, Inc. must retain 24 existing jobs and create 10 new
jobs within the first 48 months of operation. The 34 jobs must be retained for 6
additional years after the initial 48 months.
5) The company will receive a 10-year TIF in the form of a yearly tax rebate on the
value of the assessable improvements.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
RECOMMENDATION
I recommend that the City Council set for public hearing the disposition of the Dubuque
Industrial Center West property to Dubuque Screw Products, Inc. for the purpose of
constructing a 30,000 square foot manufacturing distribution facility. This action
supports the Council's objectives to assist a local business expand its operations and
create new jobs.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution.
F:\USERS\DHeiar\Dubuque Screw\Disposition Memo to MVM for Council.doc
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MEMORANDUM
June 5, 2006
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Expansion of Dubuque Screw Products, Inc. at the Dubuque Industrial
Center West
Economic Development Director Dave Heiar is transmitting changes to the Dubuque
Screw Products, Inc. agreement.
fiJ t:;.k-
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
,
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THE CITY Of L:::. \
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MEMORANDUM
June 5, 2006
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director~ r
SUBJECT: Changes to Dubuque Screw Products, Inc. Development Agreement
and Resolution setting Public Hearing
PURPOSE
To call your attention to modifications since Friday, June 2, made to the Dubuque Screw
Products Development Agreement.
1. Page 8A was an additional insert to the agreement to indicate the exact
parcel Dubuque Screw Products plans to acquire.
2: The developer requested additional language on page 10 to designate the
specific dates that development grants would be paid (rebated) to the
company. This does not change the intent or time frame of the development
grants but rather specifies the exact dates the rebates will be paid over the 10
year time frame.
3. Since the land has not yet been formally subdivided, it is necessary to add
exhibit A to the resolution and public hearing notice to clearly identify the site
to be acquired by Dubuque Screw Products, Inc. as part of this project.
ACTION STEP
For the Council to incorporate these changes into the Development Agreement and
Resolution prior to approval of the same.
Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque fA 52001 563583-4113
RESOLUTION NO. 216-06
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE
AND
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA ON THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX
INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT
AGREEMENT RELATING THERETO WITH DUBUQUE SCREW PRODUCTS, INC., AND
PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, the City of Dubuque, Iowa (City) is the owner of the following real property (the
Property);
Lot 1-5 of Dubuque Industrial Center West 5t11 Addition in the City of Dubuque, Iowa
And
Whereas, City and Dubuque Screw Products, Inc. have entered into a Development
Agreement, subject to the approval of the City Council, a copy of which is now on file at the
Office of the City Clerk, City Hall, 13t11 and Central Avenue, Dubuque, Iowa, pursuant to which
City will convey the Property to Dubuque Screw Products, Inc. as shown on Exhibit A attached
hereto; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement, including the conveyance of the
Property to Dubuque Screw Products, Inc.; and
Whereas, it is deemed necessary and advisable that City should authorize 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; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City of Dubuque intends to dispose of its interest in the foregoing-
described Property by Deed to Dubuque Screw Products, Inc.
Section 2. The City Clerk is hereby authorized and directed to cause this Resolution
and a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on
the City's intent to dispose of the foregoing-described Property, to be held on the 19th day of
June, 2006, at 6:30 o'clock p.m. in the Auditorium of the Carnegie-Stout Public Library in
Dubuque, Iowa, 11th & Locust, Dubuque, Iowa.
Section 3. The City Council will also meet at said time and place for the purpose
of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations and the execution of the Development Agreement relating thereto with Dubuque
Screw Products, Inc., the proceeds of which obligations will be used to carry out certain of
the special financing activities described in the Urban Renewal Plan for the Dubuque
Industrial Center Economic Development District, consisting of the funding of economic
developments grants to Dubuque Screw Products, Inc. pursuant to the Development
Agreement under the terms and conditions of said Urban Renewal Plan. It is expected that
the aggregate amount of the Tax Increment Revenue obligations not to exceed $300,000.
Section 4. The Clerk is hereby directed to cause at least one publication to be
made of a notice of said meeting, in a newspaper, printed wholly in the English language,
published at least once weekly, and having general circulation in said City, said publication
to be not less than four days nor more than twenty days before the date of said meeting on
the issuance of said obligations.
Section 5. That the notice of the proposed action to issue said obligations shall
be in substantially the form attached hereto.
Passed, approved and adopted this 5th day of June, 2006.
tLJ J mM~/fj~
Attest:
Ann E. Michalski,MMayor Pro-Tern
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE
AND
DUBUQUE SCREW PRODUCTS, INC.
This Agreement, dated for reference purposes the _ day of , 2006,
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 Dubuque Screw Products, Inc., with its
principal place of business in Dubuque, 10wa(Developer).
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 Dubuque Industrial Center West
(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 Dubuque Industrial Center West, approved by the City
Council of City on May 2, 1988, and as subsequently amended through and
including the date hereof, (as amended, attached hereto as Exhibit A)(the Urban
Renewal Plan); and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of
this Agreement and in the form attached hereto, has been recorded among the land
records in the office of the Recorder of Dubuque County, Iowa; and
WHEREAS, Developer has determined that it requires new manufacturing
facility to maintain and expand its operations and employment in the Project Area;
and
WHEREAS, Developer represents that the new manufacturing facility is an
industrial building or facility within the meaning of Iowa Code 9 403.8(2); and
WHEREAS, Developer has requested that City sell to Developer 3.573
acres, more or less, legally described on Exhibit S, attached, in the City of
Dubuque, Dubuque County, Iowa, together with all easements, tenements,
hereditaments, and appurtenances belonging thereto (the Property), so that
Developer may develop the Property, located in the Project Area, for the
construction, use and occupancy of a manufacturing facility with appurtenant uses
which City has determined and represented to Developer is in accordance with the
uses specified in the Urban Renewal Plan and in accordance with this Agreement;
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.
NOW THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The purchase price for the Property (the Purchase Price)
shall be the sum of $226,472.00 ($78,500.00 x 2.885 buildable acres), which shall
be due and payable by Developer in immediately available funds in favor of City, on
or before July 28, 2006, or on such other date as the parties may mutually agree
(the Closing Date).
1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple
title in the Property to Developer subject only to easements, restrictions, conditions
and covenants of record as of the date hereof to the extent not objected to by
Developer as set forth in this Agreement, and to the conditions subsequent set forth
in Section 5.3, below:
(1) City, at its sole cost and expense, shall deliver to Developer an
abstract of title to the Property continued through the date of this Agreement
reflecting merchantable title in City in conformity with this Agreement and
applicable state law. The abstract shall be delivered together with full copies
of any and all encumbrances and matters of record applicable to the
Property, and such abstract shall become the property of Developer when
the Purchase Price is paid in full in the manner as aforesaid.
(2) Developer shall have until time of the Closing Date to render
objections to title, including any easements or other encumbrances not
satisfactory to Developer, in writing to City. Developer agrees, however, to
review the Abstract promptly following Developer's receipt of Developer's
land survey and the Abstract and to promptly provide City with any objections
to title identified therein. Nothing herein shall be deemed to limit Developer's
rights to raise new title objections with respect to matters revealed in any
subsequent title examinations and surveys and which were not identified in
the Abstract provided by the City. City shall promptly exercise its best efforts
to have such title objections removed or satisfied and shall advise Developer
2
of intended action within ten (10) days of such action. If City shall fail to
have such objections removed as of the Closing Date, or any extension
thereof consented to by Developer, Developer may, at its sole discretion,
either (a) terminate this Agreement without any liability on its part, and any
sums previously paid to City by Developer (or paid into escrow for City's
benefit) shall be returned to Developer with interest, or (b) take title subject
to such objections. City agrees to use its best reasonable efforts to promptly
satisfy any such objections.
1.3 Riahts of Inspection, Testina and Review. Developer, its counsel,
accountants, agents and other representatives, shall have full and continuing
access to the Property and all parts thereof, upon reasonable notice to City.
Developer and its agent and representatives shall also have the right to enter upon
Property at any time after the execution and delivery hereof for any purpose
whatsoever, including inspecting, surveying, engineering, test boring, performance
of environmental tests, provided that Developer shall hold City harmless and fully
indemnify City against any damage, claim, liability or cause of action arising from or
caused by the actions of Developer, its agents, or representatives upon the
Property (except for any damage, claim, liability or cause of action arising from
conditions existing prior to any such entry upon the Property), and shall have the
further right to make such inquiries of governmental agencies and utility companies,
and to make such feasibility studies and analyses as it considers appropriate.
1.4 Representations and Warranties of City. In order to induce Developer to
enter into this Agreement and purchase the Property, City hereby represents and
warrants to Developer that to the best of City's knowledge:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse
change in the Property being conveyed or the possession, use or enjoyment
thereof by Developer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) No ordinance or hearing is now 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
3
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 to the Property.
(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.
(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 that it has full
power and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Developer at time of
closing confirming the representation contained herein, in the form attached
hereto as Exhibit C.
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(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
anyway be binding upon the Property or Developer.
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
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 cooperate 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) 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.
(17) 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.
1.5 Conditions to Closinq. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall
be correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit G.
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(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) Developer, in its sole and absolute discretion, having completed and
approved of any inspections done by Developer hereunder.
(4) Developer having obtained any and all necessary governmental
approvals, including without limitations approval of zoning, subdivision or
platting which might be necessary or desirable in connection with the sale
and transfer and development of the Property. Any conditions imposed as a
part of the zoning, platting or subdivision must be satisfactory to Developer,
in its sole opinion. City shall cooperate with Developer in attempting to
obtain any such approvals and shall execute any documents necessary for
this purpose, provided that City shall bear no expense in connection
therewith. In connection therewith, the City agrees (a) to review all of
Developer's plans and specifications for the project and to either reject or
approve the same in a prompt and timely fashion; (b) to issue a written
notification to Developer, following City's approval of same, indicating that
the City has approved such plans and specifications, and that the same are
in compliance with the Urban Renewal Plan, this Agreement and any other
applicable City or affiliated agency requirements, with the understanding that
Developer and its lenders shall have the right to rely upon the same in
proceeding with the project; (c) to identify in writing within ten (10) working
days of submission of said plans and specifications, any and all permits,
approvals and consents that are legally required for the acquisition of the
Property by Developer, and the construction, use and occupancy of the
project with the intent and understanding that Developer and its lenders and
attorneys will rely upon same in establishing their agreement and time
frames for construction, use and occupancy, lending on the project and
issuing legal opinions in connection therewith; and (d) to cooperate fully with
Developer to streamline and facilitate the obtaining of such permits,
approvals and consents.
(5) City having completed all required notice to or prior approval, consent
or permission of any federal, state or municipal or local governmental
agency, body, board or official to the sale of the Property; and
consummation of the closing by City shall be deemed a representation and
warranty that it has obtained the same.
(6) Developer and City shall be in material compliance with all the terms
and provisions of this Agreement.
(7) Developer shall have furnished City with evidence, in a form
satisfactory to City (such as a letter of commitment from a bank or other
lending institution), that Developer has firm financial commitments in an
amount sufficient, together with equity commitments, to complete the
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Minimum Improvements (as defined herein) in conformance with the
Construction Plans (as defined herein), or City shall have received such
other evidence of such party's financial ability as in the reasonable judgment
of City is required.
(8) Receipt of an opinion of counsel to Developer in the form attached
hereto as Exhibit D.
(9) Developer shall have the right to terminate this Agreement at any time
prior to the consummation of the closing on the Closing Date if Developer
determines in its sole discretion that conditions necessary for the successful
completion of the Project contemplated herein have not been satisfied to the
full satisfaction of such party in such party's sole and unfettered discretion.
Upon the giving of notice of termination by such terminating party to the
other parties to this Agreement, this Agreement shall be deemed null and
void.
1.6 Closinq. The closing of the purchase and sale shall take place on the
Closing Date. Exclusive possession of the Property shall be delivered on the
Closing Date, in its current condition and in compliance with this Agreement,
including City's representations and warranties regarding the same. Consummation
of the closing shall be deemed an agreement of the parties to this Agreement that
the conditions of closing shall have been satisfied or waived.
1.7 Citv's Obliqations at Closinq. At or prior to the Closing Date, City shall:
(1) Deliver to Developer City's duly recordable Special Warranty Deed to
the Property (in the form attached hereto as Exhibit E (Deed) conveying to
Developer marketable fee simple title to the Property and all rights
appurtenant thereto, subject only to easements, restrictions, conditions and
covenants of record as of the date hereof and not objected to by Developer
as set forth in this Agreement, and to the conditions subsequent set forth in
Section 5.3 below.
(2) Deliver to Developer the Abstract of Title to the Property.
(3) Deliver to Developer such other documents as may be required by
this Agreement, all in a form satisfactory to Developer.
1.8 Delivery of Purchase Price: Obliqations At Closinq. At closing, and subject
to the terms, conditions, and provisions hereof and the performance by City of its
obligations as set forth herein, Developer shall pay the Purchase Price to City
pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting
credit pursuant to Section 3.1 below.
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1.9 Closinq Costs. The following costs and expenses shall be paid in connection
with the closing:
(1) City shall pay:
(a) The transfer fee, if any, imposed on the conveyance.
(b) A pro-rata portion of all taxes, if any, as provided in Section
1.10.
(c) All special assessments, if any, whether levied, pending or
assessed.
(d) City's attorney's fees, if any.
(e) City's broker and/or real estate commissions and fees, if any.
(f) The cost of recording the satisfaction of any existing mortgage
and any other document necessary to make title marketable.
(2) Developer shall pay the following costs in connection with the closing:
(a) The recording fee necessary to record the Deed.
(b) Developer's attorney's fees.
(c) Developer's broker and/or real estate commissions and fees, if
any.
(d) A pro-rata portion of all taxes as provided in Section 1.10.
1.10 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years that
end prior to the Closing Date. Real estate taxes for the fiscal year in which the
Closing Date occurs shall be prorated between City and Developer to the Closing
Date on the basis of a 365-day calendar year. Developer shall payor cause to be
paid all real estate taxes due in subsequent fiscal years. Any proration of real
estate taxes on the Property shall be based upon such taxes for the year currently
payable.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. City acknowledges that Developer is
building a manufacturing facility on the Property. Specifically, Developer is charged
with constructing the building and certain internal systems thereto, and with
finishing the building including, without limitation, all interior improvements (the
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Minimum Improvements); all as more particularly depicted and described on the
plans and specifications to be delivered to and approved by City as contemplated in
this Agreement. Developer hereby agrees to construct on the Property a
manufacturing facility of not less than thirty thousand (30,000) square feet of floor
space along with necessary sitework as contemplated in this Agreement at a cost of
approximately $1,000,000.00.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications
with respect to the development of Property and the construction of Minimum
Improvements thereon (the Construction Plans) shall be in conformity with Urban
Renewal Plan, this Agreement, and all applicable state and local laws and
regulations, including but not limited to any covenants, conditions, restrictions,
reservations, easements, liens and charges, recorded in the 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.
2.3 Timina of Improvements. Developer hereby agrees that construction of
Minimum Improvements on the Property shall be commenced within three (3)
months after the Closing Date, and shall be substantially completed by July 1,
2007. 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.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an
appropriate instrument so certifying. Such certification (the Certificate of
Completion) 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 Minimum Improvements. The Certificate of Completion shall waive all
rights of re-vestment of title in City as provided in Section 5.3, and the Certificate of
Completion shall so state.
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2.5 Developer's Lender's Cure Riqhts. 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 3. CITY PARTICIPATION
3.1 Acquisition Grant to Developer. For and in consideration of Developer's
obligations hereunder to construct Minimum Improvements, City agrees to make an
Acquisition Grant to Developer on the Closing Date, or such other date as the
parties shall mutually agree upon in writing, in the amount of $113,236.00 Dollars
($39,250.00 x 2.885 buildable acres). The parties agree that the Acquisition Grant
shall be payable in the form of a credit favoring Developer at time of Closing with
the effect of directly offsetting a portion of the purchase price obligation of
Developer.
3.2 Economic Development Grant to Developer.
(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 the
Developer as follows:
November 1, 2009
November 1, 2010
November 1, 2011
November 1, 2012
November 1, 2013
November 1,2014
November 1, 2015
November 1, 2016
November 1, 2017
November 1,2018
May 1, 2010
May 1, 2011
May 1,2012
May 1, 2013
May 1, 2014
May 1, 2015
May 1,2016
May 1,2017
May 1, 2018
May 1, 2019
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts
equal to the actual amount of tax increment revenues paid by Developer and
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 Minimum
Improvements constructed by Developer (the Developer Tax Increments).
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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 Minimum Improvements, which does not include property
taxes collected for the payment of bonds and interest of each taxing district,
and taxes for the regular and voter-approved physical plant and equipment
levy, and any other portion required to be excluded by Iowa law, and thus
such incremental taxes will not include all amounts paid by Developer as
regular property taxes.
(2) To fund the Economic Development Grants, City shall certify to the
County prior to December 1 of each year, commencing December 1, 2008,
its request for the available Developer Tax Increments resulting from the
assessments imposed by the County as of January 1 of the following year, to
be collected by City as taxes are paid during the following fiscal year and
which shall thereafter be disbursed to the Developer on November 1 and
May 1 of that fiscal year. (Example: if City so certifies by December, 2008,
the Economic Development Grants in respect thereof would be paid to the
Developer on November 1, 2009, and May 1, 2010.
(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 Dubuque Screw TIF Account of City.
City hereby covenants and agrees to maintain its TIF ordinance in force
during the term hereof and to apply the incremental taxes collected in
respect of the Minimum Improvements and allocated to the Dubuque Screw
TIF Account to pay the Economic Development Grants, as and to the extent
set forth in Section 3.2(1) hereof. The Economic Development Grants shall
not be payable in any manner by other tax increments revenues or by
general taxation or from any other City funds. City makes no representation
with respect to the amounts that may be paid to Developer as the Economic
Development Grants in anyone 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 Dubuque Screw
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 3.2 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.
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SECTION 4. COVENANTS OF DEVELOPER
4.1 Job Creation. Developer shall create ten (10) additional full-time equivalent
(2080 hours per year) employees in Dubuque, Iowa within four (4) years from May
18, 2006, and shall maintain those jobs during the Term of this Agreement. It is
agreed by the parties that Developer base employment in Dubuque, Iowa, as of
May 18, 2006 of twenty-four (24) employees and Developer shall maintain those
jobs during the Term of this Agreement.. In the event that the certificate provided to
City under Section 4.2 hereof on July 1, 2019, discloses that Developer does not as
of that date have at least ten (10) additional full-time equivalent employees as
provided hereinabove, Developer shall pay to City, promptly upon written demand
therefor, an amount equal to $3,330.00 per job not created ($113,236.00 divided by
34 employees). In addition, for the positions that Developer fails to create and
maintain for any year during the Term of this Agreement, the semi-annual
Economic Development Grants for such year under Section 3.2 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 by this Section 4.1. For example, if
Developer has 24 current employees and is required to create 10 additional
positions but Developer only has 30 employees on July 1, 2012, the Economic
Development Grant that will be paid to Developer would be 88.2% (30/34
employees) of the Economic Development Grant provided in Section 3.2.
4.2 Certification. To assist City in monitoring the performance of Developer
hereunder, four (4) years from the date of this Agreement, and again each year
thereafter during the term of this Agreement, a duly authorized officer of Developer
shall certify to City (a) the number of full time equivalent jobs employed at Property,
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 July 1, 2010, and
on July 1 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
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provide reasonable protection against loss or damage to such books of record and
account.
4.4 Real Propertv 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 other 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.
4.6 Insurance Reauirements.
(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):
(a) 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;
(b) Insurance as set forth in the attached Insurance Schedule.
(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)
insurance as follows:
(a) All risk property insurance against loss and/or damage to
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 the 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.
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(3) Developer shall notify City immediately in the case of damage
exceeding $500,000.00 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. Net
proceeds of any such insurance (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 Minimum Improvements whether or not the Net Proceeds of
insurance received by Developer for such Purposes are sufficient.
4.7 Preservation of Prooertv. 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
accepted, and from time to time shall make all necessary repairs, replacements,
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, 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 2.4), this Agreement may not be
assigned by Developer nor may the Property be transferred by Developer to
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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.
Notwithstanding the foregoing, Developer desires to exchange other property of like
kind and qualifying use within the meaning of Section 1031 of the Internal Revenue
Code of 1986, as amended and the regulations promulgated thereunder, fee title in
the Property. Developer expressly reserves the right to assign its rights, but not its
obligations, hereunder to a Qualified Intermediary as provided in I.R.C. Regulation
1.1031(k)-1(g)(4) on or before the Closing Date, subject to the approval of City
which approval shall not be unreasonably withheld.
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, manufacturing and storage building 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, national origin, age or disability in the sale, lease, rental, use or
occupancy of the Property or any improvements erected 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, 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,
15
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, 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 the individual capacity
thereof.
(5) The provisions of this Section shall survive the termination of this
Agreement.
4.13 Compliance with Laws. Developer shall comply with all laws, rules and
regulations relating to its businesses, other than laws, rules and regulations 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, anyone or more of the following events:
(1) Failure by Developer to payor cause to be paid, before delinquency,
all real property taxes assessed with respect to the Minimum Improvements
and the Property.
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(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
final 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 bv Developer. Whenever any Event of Default referred
to in Section 5.1 of this Agreement occurs and is continuing, City, as specified
below, may take anyone 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) 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 Developer 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;
(3) City shall be entitled to recover from Developer the sum of all
amounts expended by City in connection with the funding of the Acquisition
Grant to Developer, and City may take any action, including any legal action
it deems necessary, to recover such amounts from the defaulting party;
(4) City may withhold the Certificate of Completion; or
(5) 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 Re-Vestina Title in City Upon Happenina of Event Subseauent to
Conveyance to Developer. In the event that subsequent to conveyance of the
Property to Developer by City and prior to receipt by Developer of the Certificate of
17
Completion, but subject to the terms of the mortgage granted by Developer to
secure a loan obtained by Developer from a lender or other financial institution to
fund the acquisition of Property or construction of the Minimum Improvements,
(First Mortgage) an Event of Default under Section 5.1 of this Agreement occurs
and is not cured within the times specified in Section 5.2, then City shall have the
right to re-enter and take possession of the Property and any portion of the
Minimum Improvements thereon and to terminate (and re-vest in City pursuant to
the provisions of this Section 5.3 subject only to any superior rights in any holder of
the First Mortgage) the estate conveyed by City to Developer, it being the intent of
this provision, together with other provisions of this Agreement, that the conveyance
of the Property to Developer shall be made upon the condition that (and the Deed
shall contain a condition subsequent to the effect that), in the event of default under
Section 5.1 on the part of Developer and failure on the part of Developer to cure
such default within the period and in the manner stated herein, City may declare a
termination in favor of City of the title and of all Developer's rights and interests in
and to Property conveyed to Developer, and that such title and all rights and
interests of Developer, and any assigns or successors in interests of Developer,
and any assigns or successors in interest to and in Property, shall revert to City
(subject to the provisions of Section 5.3 of this Agreement), but only if the events
stated in Section 5.1 of this Agreement have not been cured within the time period
provided above, or, if the events cannot be cured within such time periods,
Developer does not provide assurance to City, reasonably satisfactory to City, that
the events will be cured as soon as reasonably possible. Notwithstanding the
foregoing, however, City agrees to execute a Subordination Agreement in favor of
Developer's first mortgage lender, in a form reasonably acceptable to City and to
Developer's first mortgage lender.
5.4 Resale of Reacquired Propertv: Disposition of Proceeds. Upon the re-
vesting in City of title to the Property as provided in Section 5.3 of this Agreement,
City shall, pursuant to its responsibility under law, use its best efforts, subject to any
rights or interests in such property or resale granted to any holder of a First
Mortgage, to resell the Property or part thereof as soon and in such manner as City
shall find feasible and consistent with the objectives of such law and of the Urban
Renewal Plan to a qualified and responsible party or parties (as determined by City
in its sole discretion) who will assume the obligation of making or completing the
Minimum Improvements or such other improvements in their stead as shall be
satisfactory to City and in accordance with the uses specified for such the Property
or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such
property or proceeds granted to any holder of a First Mortgage upon such resale of
the Property the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on
the Property, or any portion thereof, or any improvements thereon,
18
previously acquiesced in by City pursuant to this Agreement. If more than
one mortgage on the Property, or any portion thereof, or any improvements
thereon, has been previously acquiesced in by City pursuant to this
Agreement and insufficient proceeds of the resale exist to pay the principal
of, and interest on, each such mortgage in full, then such proceeds of the
resale as are available shall be used to pay the principal of and interest on
each such mortgage in their order of priority, or by mutual agreement of all
contending parties including Developer, or by operation of law;
(3) Third, to reimburse City for all allocable costs and expenses incurred
by City, including but not limited to salaries of personnel, in connection with
the recapture, management and resale of the Property or part thereof (but
less any income derived by City from the Property or part thereof in
connection with such management); any payments made or necessary to be
made to discharge any encumbrances or liens (except for mortgage(s)
previously acquiesced in by the City) existing on the Property or part thereof
at the time of revesting of title thereto in City or to discharge or prevent from
attaching or bring made any subsequent encumbrances or liens due to
obligations, default or acts of Developer, its successors or transferees
(except with respect to such mortgage(s)), any expenditures made or
obligations incurred with respect to the making or completion of the Minimum
Improvements or any part thereof on the Property or part thereof, and any
amounts otherwise owing to City (including water and sewer charges) by
Developer and its successors or transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (1) the sum
of the Purchase Price paid to City for the Property and the cash actually
invested by such party in making any of the Minimum Improvements on the
Property, less (2) any gains or income withdrawn or made by Developer from
this Agreement or the Property.
5.5 No Remedv Exclusive. No remedy herein conferred upon or reserved to City
is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in equity
or by statute. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as
often as may be deemed expedient.
5.6 No Imolied 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.
19
5.7 Aareement to Pav Attornevs' Fees and Expenses. If any action at law or in
equity, including an action for declaratory relief or arbitration, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of litigation from the other party. Such
fees and costs of litigation may be set by the court in the trial of such action or by
the arbitrator, as the case may be, or may be enforced in a separate action brought
for that purpose. Such fees and costs of litigation shall be in addition to any other
relief that may be awarded.
5.8 Remedies on Default bv Citv. 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
having been deposited in any U.S. Postal Service and sent by registered or certified
mail, postage prepaid, addressed as follows:
If to Developer:
Michael R. Scherr, President
Dubuque Screw Products, Inc.
P.O. Box 895
Dubuque, Iowa 52004-0895
Phone: 563-583-2770
Fax: 563-583-1934
With copy to:
John C. O'Connor
O'Connor & Thomas PC
P.O. Box 599
Dubuque, Iowa 52004-0599
If to City:
City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
20
With copy to:
City Attorney
City Hall
50 W. 13th Street
Dubuque IA 52001
Or at such other address with respect to either party as that party may, from time to
time designate in writing and forward to the other as provided in this Section.
6.2 Bindinq 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 1,2019 (the Termination Date).
6.4. Execution Bv Facsimile. The parties agree that this Agreement may be
transmitted between them by facsimile machine. The parties intend that the
faxed signatures constitute original signatures and that a faxed Agreement
containing the signatures (original or faxed) of all the parties is binding on the
parties.
6.5 Memorandum of Development Aqreement. Developer shall promptly record
a Memorandum of Development Agreement in the form attached hereto as
Exhibit F 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 on or as of the first
above written.
CITY OF DUBUQUE, IOWA
DUBUQUE SCREW PRODUCTS, INC.
By:
Roy D. Buol, Mayor
By: ~<,~LA.L ,~'../..4~..L-.f-/
Michael R. Scherr, President
By:
Jeanne Schneider, City Clerk
F :\USERS\tsteckle\lindahl\Agreements\DubuqueScrew _FinaI060206bal.doc
Last saved by Tracey Stecklein; 61212006 10:29 AM
21
INSURANCE SCHEDULE A
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR
VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
1. All policies of insurance required hereunder shall be with an insurer authorized to do business in
Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of
cancellation to the City of Dubuque, except for 10 day notice for non-payment, if cancellation is
prior to the expiration date. This endorsement supersedes the standard cancellation statement
on the Certificate of Insurance.
3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the
coverage required in Paragraph 6 below. Such certificates shall include copies of the following
policy endorsements:
a) Commercial General Liability policy is primary and non-contributing.
b) Commercial Generai Liability additional insured endorsement.
c) Governmental Immunity Endorsements.
4. Each certificate shall be submitted to the contracting department of the City of Dubuque.
5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the
City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a
material breach of this agreement.
6. Developer shall be required to carry the following minimum coverage/limits or greater if required
by law or other legal agreement:
a) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
Products-Completed Operations Aggregate Limit
Personal and Advertising Injury Limit
Each Occurrence Limit
Fire Damage Limit (anyone occurrence)
Medical Payments
$2,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97
"Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions
from the standard ISO commercial general liability form CG 0001, or Business Owners form BP
0002, shall be clearly identified.
22
INSURANCE SCHEDULE A (Continued)
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR
VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
Governmental Immunity Endorsement identical or equivalent to form attached.
Additional Insured Requirement:
The City of Dubuque, including all its elected and appointed officials, all its empioyees and
volunteers, all its boards, commissions and/or authorities and their board members,
employees and volunteers shall be named as an additional insured on General Liability
Policies using ISO endorsement CG 20 26 0704 "Additional Insured - Designated Person or
Organization," or it's equivalent. - See Specimen
b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory for Coverage A
Employers Liability:
Each Accident
Each Employee - Disease
Policy Limit - Disease
$100,000
$100,000
$500,000
c) UMBRELLA EXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABILITY
Coverage to be determined on a case by case basis by Finance Director.
Completion Checklist
o Certificate of Liability Insurance (2 pages)
o Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
o Additional Insured 20 26 07 04
o Governmental Immunities Endorsement
23
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmentallmmunitv. The insurance carrier expressly agrees
and states that the purchase of this policy and the including of the City of
Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of
Iowa Section 670.4 as it is now exists and as it may be amended from time to
time.
2. Claims Coveraqe. The insurance carrier further agrees that this policy of
insurance shall cover only those claims not subject to the defense of
governmental immunity under the Code of Iowa Section 670.4 as it now exists
and as it may be amended from time to time. Those claims not subject to Code
of Iowa Section 670.4 shall be covered by the terms and conditions of this
insurance policy.
3. Assertion of Government Immunitv. The City of Dubuque, Iowa shall be
responsible for asserting any defense of governmental immunity, and may do so
at any time and shall do so upon the timely written request of the insurance
carrier.
4. Non-Denial of Coveraqe. The insurance carrier shall not deny coverage under
this policy and the insurance carrier shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this policy for reasons of
governmental immunity unless and until a court of competent jurisdiction has
ruled in favor of the defense(s) of governmental immunity asserted by the City of
Dubuque, Iowa.
No Other Chanqe in Policv. The above preservation of governmental immunities
shall not otherwise change or alter the coverage available under the policy.
SPECIMEN
24
POlICY NllMmH
COMMERCIAL GENERAL UABILITY
CG 20:26 0704
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
1 his. endorsement mooiff"5 inSLlranGE' :>fC,..lOBd umhll th':!J 'ull::rMng
COMMLRC1Al GENERA.l t!ARI\ ITY COVERAGE PART
SCHEDULE
Name Of Additionallll6ured P.~n(SI Or Org~nlzation(9)
Tht;: Ci-:.y of Dubuque~ lncludn-:j i111 ils ple:::t:=.r1 .W{J ,:pp()int.r.d
of 'id a1sf all i:~ e,p I O:/~t'~ :.tlld \'U I IJIl lE'-:-r 0:. ~ all ,-::0:. tl')iir'<l~, ~
CIJII""i 0;::;' i OilS c.nd/or autr~or~:i es l1no t'lei r :J:l0rr. -1If'lllben"
emf! ll~.ver.s i'.nd vc 1 unteers.,
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SediufI II - Whu- l& An il1ioured is iJr.l'erdec 1c: If!
elude 83 an Edditiooa insured ~h'; pt~~;.(,lf":~;) U' {J!!:I"-Jn,
zs:tion(;:l ~wn in th(: Sc~d\lle, t,ut ::>nt~ wi'.t: fE!">pE'Cl
to hablllty flY'r.cdil:,.' injllr/', "pn::peiy damage" UI
"pe:rsoral a",d cd...artsirq Inlury' caU$eo j" whr!f'! Of
in ;lsr1. b~' your 0I1.;--:!; ur omlS~r.)I'~ :::r t~e acts. or oms-
siOIlS 04 th:)se &:::~ing on 'fOur beralf"
A, In the peri'armance of yourorgcmQ (:<)er:ttiDf'~, cr
B, In connQc~iCo''' wilrl vClur ;)remis-e~ own-ed try f)f
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nns CERTifICATE IS ISSUED jIoS A fM,TlEK 01- lNf-OKN'lAlION
ONL.... AND CO~Ft.R:S NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERflFlCA l!:: UOI::S NO I ANEtfO, EnFNO OJ;!
ALTER THE COVERo'-oe AFfORDED BY THE: POuCIES BELO~
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.!:\6,CORO CORPORJl.TION 1986
26
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IMPORTANT
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hofdt~ illl,t.l_i d ~(J(;'- f>tlflr:~f!rr>F-""I;.5)
DISCLAIMER
IhE' L:Gr::rlk,J(l.: (If .rl~\~~an:p. on lhp. fl'!..-eI1ll?:- slfle 01 tn5 f::AnI dot.:~ fl<H ~F::;{il\I\t.: '.1 o:.;ul,l.liltJ !ot..+...~t'11
~he 1!i:;UI~tQ if1:iurcl(:>:, i.RJL.!".yI!(;d r(!pre~.p.nt,1l'I'Je or pfO"jl.t~r, .nlJ :tl~ l.;=-Il,fil..:~ll) hu-u<.: ,..." I",~ il
a.t1lrn'all'f€lt~ ()I f1"'!:Icf.iY~v "tl.:<I:!, frtf"n(l or 3>tter Ihe CD''''''t3ge 3ftylj(.~:J Vf :tIL! r~lln;lI~'" li:<.!... 111"'1~11l1
SPECIMEN
ACOR[l25 [2')011(N1\
27
rO:,,'C'i't-id'<;1B[[l
COMMER::IAL GENERAL LLASILITY
CG 25040:3 97
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CARE.ULLY
DESIGNATED LOCA T10N(S)
GENERAL AGGREGATE LIMIT
COMMERCIAlGENERM lIARIII'Y COVF~AGE PART
TIll::' t;;:oL.k.;Il::iljfnlmt mooifie~ if"!'.llf"nf'? pr()'Jl~~f1 :Ir){it:'~ lhr] kHowing:
SPECIMEN
SCHEDULE
i"'19r"".d Location!,),
:1' n;) LT'tl,' app~i'3Irs F.Ih:1'o'p. irfnrmaticn re::!lllrOO to compEre this en~m.,..n1....jll'~, !<oller-WI Itl 1.'1.,. Cf.OCl::f3~iNS
a!'\ ::iDplC".3bte to ,t"\S encorser-lent.)
A. f-or;,)1I :;ums~'h ch the i'"lSu-~c b~('..l)lll~" 11'1J-"lIy
;:::blig~l~d 1" f~ .'-'1"- dBmageE- C3Ue:ed b>1
'ncr:ur~r('F.!1. In.~ r.oVFRA(':f- A ISECTION
I iand to' .311 rr -Edir.::il f!Xraen3€i': C)vsed b~ 2CC ~
den:s under COVlHAGI:: C iSECTION n whiO:::i
can be attributed onl)' to O~~I..II('IIS <:It 8' 1;111;;1 e
f~l:jI;;JIl:ih:KI "loca1ion" s.hcw'1 In th~ SC"NU C
Cl)o..-e:
A !5e~rate Do:lSig"I:t.~tJ lo(:,non General
Agglt!'].':11e 'f1Iit ap:;Jl.e~ to ex!l dCSl9natc,j
'iOCatJ.)ll'. :in:j ~hat imit tg. P.-:']IJ.."l1 to me
..,rnl"jllt !)f tJlt=- GeI1t:!dl A;;Jgrcgate Llm 1
:Elhown in the Cec;.aratl(ln$
2. TtK Dcsign31r:d ~catl[)f1 L.?~r~ ,c,gc.re{i<ille
II'lId ,~ Lilt! 1111..r:s1 ':w~ 'will p.:!j for the sum of all
dSN'sges ul'lGe-r CC'.;rnll,Gr A, excep': dam-
Bge!; beocSLBB of "bodily rlip../)" I)( "PIOP::rti
::1<ltROlge" f'1cli,.l::led If Ire 'pro1uC1~..:-.)mpll?:tt::.'d
3oerations hazafC'. ~1I.j fOI medical exr-er5f!~.
under COVfR.....GE C feoor::ll(::~ af UlL flurn~
t,~(]r.
a. nsu-eUs.
h_ Cail1ls ma::J~ ,}' ',:>uil~' uv-...':d' I, ur
c. I-'ers.on~ Cr ,)Ig,iOr"i<',R-jnnR rt-'f-1ki~ (:lftlrrlS
rY brnOlng' SUits'
3. A '1,/ f'~ents m~lje ~maCI CO\/ERAC=. A
for damagL"S or tJnd~r C O'v'F RAG[ C 11"..'1
niejlm! F.:lIpe1ses sliall reouce t'"€ Uf!5Ig-
nat-2C l()(::.illi(J'1 C>oe 'A;:1<:11 AYiJlo:l'",J<:l18 Llrnil fo'
the-. dc,Sigr'61teo::l 'Io~l'oll' ~ch Dil:o'menis
l>-t1~ll r,ot re.jlj-::€I the Geonem I,gt=:(~;);'ltr: 1I1ld
;;hr:WIi in th~ n...d;..II;..Jlirml; 'lot ';'1.31 they re
duce any ot'1Ef Deslonl)t,:;d Lc:.:a:ion GE:!re~t
^ggretlale Limii fLY R'1'/ :-llioF!r "e~.'.-'1r\;Jh:d
'In(:ati::m' shQ"rWn In !t\c ::3chcdue aoov€'
4. Ttleimi15 shown ir the C-ecI8ra'bOn~ fo' E<:Ich
OCCU'(u.:::a:::. FirE ['Hml'lgoF ~~ \,1ed~~.;)1 U.-
fl'?r!\ooF! (";(,n1inu~ 10 <Jpply. Hm'l/ever nstead 01
bei,'l-Q !'.Iniect to thE Gen~..al Ayglo;:!gat':l Li,li
$IK,",'I i'l trJI:I Deaalalcn:=., &ucn Imlts wH b:::
bU:.J)l;;'\.t tt! Lilt: :.rPlJlit<Jllc J~::.i~IfH,.:t I nr.:="I(ln
General Ag9.-t'9.,r~ I ,,1111
28
B F01 ~1I !SU:'I;,;. ,^,IH..I' (h:: ill::>>,n,d I'J8OC,n""S 1€:9.:!ty
oblig~tt:d to j:;3y ;9'i! damago:.e CB .Js::d by
""t..:(::lIft~"lce€:' una...r ':C.VER.A.GE A 'Sl::.C lION
I) 3rrd ft:.r ail ~c":<I1 ':l.~~""'Il~" r':"I~;':1 hy :-iN'i
D2r1lli unoor Co-./ERfo.GE C (SECTION 1'1 whch
C:)'lr0't be :Jt1riblJtP.li on 1'/ k ::pel at (.Jr"S at :.r Sir'
c;le desi~roate:l 'lm:.ahc.j"1' shOl.'In Ir ~he &::hp.dule
:300'il!.
1. ...\~V I"'lAYITP.n:R 'llRde upd[?1 COVER/~GE A
tor darragcs co' .IPc)e' COVEltAGF C :or
ll'it1dl~" e1,r:;ense5 shaH ~f::dUCE the .rr:cunl
3\'31IatJle- llnCE! liB ~1"1:!1~1 Aggregate Urnl~
DI t'](; Pr:..xjuc'.s.C...:nph::::W OIJl:::I"ll'.W~ Ag-
!:;jl<eg"t~ I rml ...,llIdl~\,.~r i::l Bppli::.solc anc
2, t:ilctl paymens ~natl not rEfj~ ioI1r'l Dc!Sil,lnated
1.o:-.arXxl Gt:n:..:r-i::ll.Agyrc9<Jt~ U:lIll
c. 'Nner, (.ovr::r;.~L1e fur 1,,~:)l'li'~ ",tl:1l1lq Cn. c.f !~16
'pfOOI;(.1r. (~(Jmpjeted op~r:::::ion€ h3Z3rd' ['I:: pr,)-
'Jic~d. ::m~' paym€nt'3 fOI '::Srfl3t1o::>S t",'i'-i:'lI':'C :11
"bodi,' irJur{ or 'PIC:Pcrt~ d<l.llla';le" ncluae..j in
tile "lJr(.'uu:'::llrGomDI~I~C o~,ef<Jtion$ h~ar,f' ''''iill
reduc.e ttle Pro:::llJlC1S-CCmp'i:;1ed Opi:!'dlun~ Ag-
gregate Limit 0'10 not rLXlLO:' t"le Geler;)1 I\g
gregate urnlt ;)(>( ltJe DeS,,~n<lt~::1 I ,lcRfnn Ce'1-
eral Aggregate Limit
D. Far the pr.spc,::,.cs 01 th::: enoo~menl ~he Defi-
nitions t;,eC:Il)n l:'l i-l1J1P.f"'t<l~ h'/ thE'! 3d1i1'on of
the fr:w::wlng :le'mil 01
"Location" ncans Pf(.'f""l,S-E:S :('J'~OV ng tr-e 5;;,me
or C1:flreCI'flg lot!;';, O' rr.;:>misp.::. W,rT.~ c.onnCL:-
:10n rs rntEnu:Jtec 0'11"{ t't a s:ruU! rO~dWCl)' 'o/d
~erway :rr rig'-t-cf-'IIay of a milrQ.,d
E. I he prOVI$lorS at I rl"""lt::. (Jf In~lJran:x; lS-=:C-:-ION
Ill: rKIt otre-rwise mcdified tJ~ ttm; erlool!S~-'r.::d
=-hail ':.c:ltnue tc app;y a~ stipulal.ec
SPECIMEN
29
AMENDED and RESTATED
URBAN RENEWAL PLAN
Dubuque Industrial Center Economic Development
District
City of Dubuque, Iowa
This Amended and Restated Urban Renewal Plan provides for the further
expansion of the Dubuque Industrial Center Economic Development
District, originally established by Resolution 130-88 of the City Council of
the City of Dubuque, Iowa on May 2, 1988 and thereafter amended and
restated by Resolution 484-90 of the City Council of the City of Dubuque,
Iowa on December 17, 1990. Resolution 48-97 of the City Council of the
City of Dubuque, Iowa on January 20, 1997 authorized and directed this
amendment.
Prepared by the Community and Economic Development Department.
February 1997
31
TABLE OF CONTENTS
A. INTRODUCTION Page I
B. OBJECTIVES Page 2
C. DISTRICT BOUNDARIES Page 2
D. PUBLIC PURPOSE ACTIVITIES Page 3
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 4
F. LAND ACQUISITION AND DISPOSITION Page 5
G. FINANCING ACTIVITIES Page 6
H. STATE AND LOCAL REQUIREMENTS Page 8
1. DURATION OF APPROVED URBAN RENEWAL PLAN Page 8
J. SEVERABILITY Page 9
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN Page 9
L. A TT ACHMENTS Page 9
32
AMENDED and RESTATED
DUBUQUE INDUSTRIAL CENTER ECONOMIC DEVELOPMENT DISTRICT
URBAN RENEWAL PLAN
City of Dubuque, Iowa
A. INTRODUCTION
This AMENDED and RESTATED URBAN RENEWAL PLAN (the "Plan") has been prepared to provide for the
expansion and further development and redevelopment of the DUBUQUE INDUSTRIAL CENTER ECONOMIC
DEVELOPMENT DISTRICT (the "District") first established by the City of Dubuque on May 2,1988. Its intent is
to stimulate economic development activities within the expanded District through the commitment of public actions
as specified herein.
To achieve this objective, the City of Dubuque shall undertake the urban renewal actions specified in this Plan,
pursuant to the powers granted to it under Chapter 403 of the Iowa Code, Urban Renewal Law.
This Plan is an amendment and restatement of the Dubuque Industrial Center Economic Development District Urban
Renewal Plan adopted by Resolution 130-88 of the City Council of the City of Dubuque, Iowa on May 2,1988 and
subsequently amended by Resolution 484-90 on December 17, 1990. Resolution 48-97 of the City Council of the
City of Dubuque, Iowa on January 20,1997 authorized and directed the preparation of this latest amendment to the
Plan. This Plan shall serve as a new urban renewal plan for the expanded District described herein.
The division of taxation authorized by Section 403.19 and the separation of incremental taxes as defined in Section
403.19(2) have been implemented in the existing area of the District (hereinafter referred to as "Subarea A"). Under
the terms of this Amended and Restated Plan, the tax increment mechanism shall be continued and implemented
within the proposed expansion area of the District (hereinafter referred to as "Subarea B") as well. The expanded
District shall be subject to the provisions of a revised ordinance of the City of Dubuque with respect to the division
of taxes levied and collected within each of Subarea A and Subarea B of the District. Incremental taxes shall be
determined separately with respect to each of the Subareas comprising the expanded District, and when collected
shall be applied, subject to such liens and priorities as may exist or be from time to time provided, with respect to the
Amended and Restated Dubuque Industrial Center Economic Development District, as so amended.
B. OBJECTIVES OF THE PLAN
The primary objectives of the Plan are the development and redevelopment of the expanded District for economic
development activities, primarily industrial park development, through:
1. Provision of marketable industrial development sites for the purpose of job-creating economic
development activities;
2. Provision of public infrastructure improvements, including sanitary sewer, water and stormwater
detention, supportive of full development of the District;
3. Provision of a safe, efficient and attractive circulation system;
4. Establishment of design standards which will assure cohesive and compatible development and
I
redevelopment of the District;
5. Provision of public amenities that provide an aesthetically appealing environment, including open
space, buffering, landscaping, water features, signage and lighting to create a distinctive and
attractive setting;
6. Creation of financial incentives necessary to encourage new and existing businesses to invest in the
District; and
7. Expansion of the property tax base of the District.
C. DISTRICT BOUNDARIES
The District is located within the City of Dubuque, County of Dubuque, State of Iowa. The City of Dubuque
believes that the objectives of the Plan can best be accomplished by defining the real property included within the
District as two separate areas so as to distinguish the existing District (Subarea A) from the proposed expansion area
(Subarea B).
Subarea A of the District shall consist of the real property legally described as follows:
All of the Dubuque Industrial Center First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth,
Tenth and Eleventh Additions and the adjoining public right-of-way, all in the City of Dubuque, Dubuque
County, Iowa.
Subarea B of the District shall consist of the real property legally described as follows:
Lot I-I of the NW 1/4 of the NE 1/4, the West 3/4 of the NE 1/4 of the NW 1/4, the East 1/4 of the NE 1/4
of the NW 1/4 of Lot I, Lot 2-1 of the SE 1/4 of the NW 1/4, Lot I-I of the SE 1/4 of the NW 1/4, and the
SW 1/4 of the NE 1/4, all in Section 30, T89N, R2E, 5th P.M., Dubuque County, Iowa; also, the NW 1/4 of
the SW 1/4, the NE 1/4 of the SW 1/4, Lot I of the SE 1/4 of the SW 1/4, and Lot I of the SW 1/4 of the
SW 1/4, all in Section 30, T89N, R2E, 5th P.M., in Dubuque Connty, Iowa; and all that part of a 100-foot-
wide strip of the Chicago Central Pacific Railroad right-of-way lying in the SE 1/4 of Section 30, the SE 1/4
of the SW 1/4 of Section 30, the NW 1/4 of Section 31, and the NE 1/4 of Section 31 all in T89N, R2E, 5th
P.M. Dubuque County, Iowa, the centerline of which is more particularly described as follows: Beginning
at a point of intersection with the easterly line of the SE 1/4 of Section 30, T89N, R2E, 5th P.M., thence
southwesterly along the centerline of said railroad 2,700 feet, more or less a point of intersection with the
westerly line of the SE 1/4 of said Section 30; thence southwesterly continuing along said centerline 845
feet, more or less, to a point where the railroad right-of-way widens to 200 feet, said point being the
terminus of this description; also, Lot I of the NE 1/4 of the SE 1/4 of Section 25, T89N, RIE, 5th P.M.,
Dubuque County, Iowa, and a part of Lot 1-1-1 of the SE 1/4 of the SE 1/4 of Section 25, T89N, RIE, 5th
P.M., Dubuque Connty, Iowa, described as follows: beginning at the NE comer of said Lot 1-1-1; thence S
00 degrees, 15' 43" W 562.15 feet along the east line of said Lot I-I-I; thence N 89 degrees 05' 38" W
1,336.86 feet along the northerly line of Lot 2-1-1- of the SE 1/4 of the SE 1/4 of said Section 25 and
extension thereof to a point of intersection with the west line of said Lot 1-1-1; thence N 00 degrees 34' 17"
E 528.75 feet along said west line; thence N 89 degrees 28' 22" E 1,334.04 feet along the north line of said
Lot 1-1-1 to the point of beginning, and any adjoining public right-of-way.
The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT map (Attachment A).
The City of Dubuque reserves the right to modifY the boundaries of the District at some future date. Any
amendments to the Plan will be completed in accordance with Chapter 403 of the Iowa Code, Urban Renewal Law.
2
D. PUBLIC PURPOSE ACTIVITIES
To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared to initiate and support development and
redevelopment of the District through, among other things, the following PUBLIC PURPOSE ACTIVITIES:
1. Acquisition of property for public improvements and private development;
2. Demolition and removal of buildings and improvements not compatible with or necessary for
industrial park development and all site preparation and grading required in connection with such
development;
3. Improvement, installation, construction and reconstruction of streets, utilities and other
improvements and rights-of-ways including but not limited to the relocation of overhead utility
lines, street lights, construction of railroad spur tracks, appropriate landscaping and buffers, open
space and signage;
4. Disposition of any property acquired in the District, including sale, initial leasing or retention by
the City itself, at its fair value;
5. Preparation of property for development and redevelopment purposes including but not limited to
activities such as appraisals and architectural and engineering studies;
6. Use of tax increment financing, loans, grants and other appropriate financial tools in support of
eligible public and private development and redevelopment efforts;
7. Enforcement of applicable local, state and federal laws, codes and regulations;
8. Enforcement of established design standards in furtherance of quality development;
9. Development and implementation of a marketing program for the purpose of promoting the
purchase and development of industrial sites by private developers;
10. Coordination and cooperation with the improvement of Seippel Road as it affects Subarea B's
accessibility to U.S. Highway 20.
Public purpose activities are limited to those areas delineated on the PUBLIC PURPOSE ACTIVITY AREA map
(Attachment B).
All public purpose activities shall be conditioned upon and shall meet the restrictions and limitations placed upon the
District by the Plan.
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS
The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and all District
properties the development andlor the redevelopment of which is assisted by the City through any of the PUBLIC
PURPOSE ACTIVITIES listed above.
1. Land Use
a. Subarea A shall continue to be developed under the regulations of the existing Dubuque Industrial
Center Planned Industrial District. The allowed uses provide for a mix of commercial and
3
industrial land use activities.
LAND USE maps (Attachments Cl and C2) identify the existing and the proposed land uses
within Subarea A.
b. Subarea B is intended to be an expansion of the Dubuque Industrial Center and will provide
additional land for commercial and industrial land uses within a quality industrial park setting.
LAND USE maps (Attachments CI and C2) identify the existing and the proposed land uses
within Subarea B.
2. Planninl! and Desil!n Criteria
The planning criteria to be used to guide the physical development of both Subarea A and Subarea Bare
those standards and guidelines contained within the City of Dubuque's Zoning Ordinance and other
applicable local, state and federal codes and ordinances.
a. Subarea A development will continue to be additionally governed by the Conditions of
Develooment and Ooeration Documents of the Dubuque Industrial Center Planned Industrial
District as amended from time to time.
b. Subarea B will develop under a new PI Planned Industrial District ordinance as required by
Section 3-5.5 of the City of Dubuque Zoning Ordinance. Development within Subarea B will
follow the Planned Unit Development regulations which require a conceptual development plan
and specific design and performance standards to be approved by ordinance.
F. LAND ACQUISITION AND DISPOSITION
The City of Dubuque is prepared to acquire and dispose of property in support of the development and
redevelopment of the District within the parameters set forth below.
1. Land Acouisition
The City intends to negotiate the purchase of Subarea B, excluding the railroad right-of-way, through
contractual agreement. However, the City will acquire, through eminent domain, any property for public or
private development and redevelopment purposes should it be unable to acquire land through negotiated
purchase.
The City also reserves the right to acquire, by negotiation or eminent domain, property rights required for
the construction or reconstruction of streets and public utilities, or any other public facility or improvement.
2. Land Disposition
Publicly held land will be sold for the development of viable uses consistent with this Plan and not for
purposes of speculation.
Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the Iowa Code,
Urban Renewal Law. Developers will be selected on the basis of the quality of their proposals and their
ability to carry out such proposals while complying with the requirements of this Plan.
Developers will be required by contractual agreement to observe the Land Use Requirements and Planning
and Design Criteria of this Plan. The contract and other disposition documents will set forth the provisions,
4
standards and criteria for achieving the objectives and requirements outlined in this Plan.
3. Relocation Reauirements
No relocation is anticipated at this time.
G. FINANCING ACTIVITIES
To meet the OBJECTIVES of this Plan and to encourage the development of the District and private investment
therein, the City of Dubuque is prepared to provide financial assistance to qualified industries and businesses through
the making of loans or grants under Chapter 15A of the Iowa Code and through the use of tax increment financing
under Chapter 403 of the Iowa Code.
1. Chapter 15A Loan or Grant
The City of Dubuque has determined that the making of loans or grants of public funds to qualified
industries and businesses is necessary to aid in the planning, undertaking and completion of urban renewal
projects authorized under this Plan within the meaning of Section 384.24(3)(q) of the Iowa Code.
Accordingly, in furtherance of the objectives of this Plan, the City of Dubuque may determine to issue
bonds or loan agreements, in reliance upon the authority of Section 384.24A, Section 384.24(3)(q), Section
403.12 (general obligation bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans
or grants of public funds to qualified businesses. Alternatively, the City may determine to use available
funds for the making of such loans or grants. In determining qualifications of recipients and whether to
make any such individual loans or grants, the City of Dubuque shall consider one or more of the factors set
forth in Section 15A.I of the Iowa Code on a case-by-case basis.
2. Tax Increment Financinl!
The City of Dubuque is prepared to utilize tax increment fmancing as a means of financing eligible costs
incurred to implement the Public Purpose Activities identified in Part D of this Plan. Bonds or loan
agreements may be issued by the City under the authority of Section 403.9 of the Iowa Code (tax increment
bonds) or Section 384.24A, Section 384.24(3)(q) and Section 403.12 (general obligation bonds).
The City acknowledges that the use of tax increment revenues delays the ability of other local taxing bodies
to realize immediately the direct tax benefits of new development in the District. The City believes,
however, that the use of tax increment revenues to finance the development of new industrial land and to
promote private investment in the District is necessary in the public interest to achieve the OBJECTIVES of
this Plan. Without the use of this special financing tool, new investment may not otherwise occur or may
occur within another jurisdiction. If new development does not take place in Dubuque, property values
could stagnate and the City, County and School District may receive less taxes during the duration of this
Plan than they would have if this Plan were not implemented.
Tax increment financing will provide a long-term payback in overall increased tax base for the City, County
and School District. The initial public investment required to generate new private investment will
ultimately increase the taxable value of the District well beyond its existing base value.
Tax increment reimbursement may be sought for, among other things, the following costs to the extent they
are incurred by the City:
a. Planning and administration of the Plan;
5
b. Construction of public infrastructure improvements and facilities within the District;
c. Acquisition, installation, maintenance and replacement of public investments throughout the
District including but not limited to street lights, landscaping and buffers, signage and appropriate
amenities;
d. Acquisition of land and/or buildings and preparation of same for sale or lease to private
developers, including any "write down" of the sale price of the land and/or building;
e. Preservation, conservation, development or redevelopment of buildings or facilities within the
District to be sold or leased to qualified businesses;
f. Loans or grants to qualified businesses under Chapter 15A of the Iowa Code, including debt
service payments on any bonds issued to finance such loans or grants, for purposes of expanding
the business or activity, or other qualifYing loan programs established in support of the Plan; and
g. Providing the matching share for a variety oflocal, state and federal grants and loans.
3. ProDosed AmoDnt of Indebtedness
At this time, the extent of improvements and new development within the District is only generally known.
As such, the amount and duration for use of the tax increment revenues for public improvements and/or
private development can only be estimated; however, the actual use and amount of tax increment revenues
to be used by the City for District activities will be determined at the time specific development is proposed.
It is anticipated that the maximum amount of indebtedness which will qualify for tax increment revenue
reimbursement during the duration of this Plan, including acquisition, public improvements and private
development assistance, will not exceed $18,000,000.
At the time of adoption oflhis Plan, the City of Dubuque's current general obligation debt is $14,200,000 (a
list of obligations is found as Attachment D) and the applicable constitutional debt limit is $91,286,810.
H. STATE AND LOCAL REQUIREMENTS
All provisions necessary to conform with state and local laws have been complied with by the City of Dubuque in the
implementation of this Plan and its supporting documents.
I. DURATION OF APPROVED URBAN RENEWAL PLAN
1. Subarea A
This Plan shall continue in effect until terminated by action of the City Council, but in no event before
the City of Dubuque has received full reimbursement from all incremental taxes of its advances and
principal and interest payable on all Tax Increment Financing or general obligations issued to carry
out the OBJECTIVES of the Plan.
2. Subarea B
6
This Plan shall continue in effect until terminated by the City Council; provided, however, that the
collection of tax increment revenues from properties located in Subarea B shall be limited to twenty
(20) years from the calendar year following the calendar year in which the City first certifies to the
County Auditor the amount of any loans, advances, indebtedness or bonds which qualify for payment
from the division of tax increment revenue provided for in Section 403.19 (tax increment financing) of
the Iowa Code.
The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended from time to
time by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity.
J. SEVERABILITY
In the event one or more provisions contained in this Plan shall be held for any reason to be invalid, illegal,
unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or unenforceahility
shall not affect any other provision of this Plan and this Urban Renewal Plan shall be construed and
implemented as if such provision had never been contained herein.
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN
This Plan may be amended from time to time to respond to development opportunities. Any such amendment
shall conform to the requirements of Chapter 403 of the Iowa Code. Any change effecting any property or
contractual right can be effectuated only in accordance with applicable state and local law.
L. ATTACHMENTS
A Urban Renewal District Map
B Public Purpose Activity Area Map
C Land Use Maps
Cl Existing Land Use
C2 Proposed Land Use
D List of General Obligations
7
EXHIBIT B
LEGAL DESCRIPTION
Lot 1-5 of Dubuque Industrial Center West 5th Addition in the City of Dubuque, Iowa
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BAR R Y A. L I N 0 A H L. ESQ.
CITY ATTORNEY
IHJ::CJTYOI-' ( ...~
J.).. .---'C____
. ll) L ( )L I
. ~
~<k~
(DATE)
RE:
Dear
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 , 2006, are correct.
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
BAUls
12
EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL (Section 1.5(8))
13
Mayor and City Councilmembers
Cit~ Hall
131 and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and
Dear Mayor and City Council members:
We have acted as counsel for Dubuque Screw Products, Inc. (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 ,2006_
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 corporation organized and existing under the laws of
the State of Iowa and has full power and authority to execute, deliver and perform
in full Development Agreement. The Development Agreement has been duly and
validly authorized, executed and delivered by 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. To our actual knowledge with no duty to inquire, 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. To our actual knowledge with no duty to inquire, 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 govemmental body in which there
14
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 manner raises any questions affecting the
validity of the Agreement or Developer's ability to perform Developer's obligations
thereunder.
This opinion is rendered for the sole benefit of the City of Dubuque and no other
party may rely on this opinion.
This opinion is rendered and valid as of the date of this letter and we have no duty
to update this opinion for any matters which come to our knowledge after the date
of this letter.
Very truly yours,
15
Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563583-4113
Return to: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001563583-4113
Tax Statement to:
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a
municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee
named below undertaking the obligations of the Developer under the Development
Agreement described below and the sum of and
no/100 Dollars ($ ) in hand paid, and other good and valuable
consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does
hereby GRANT, SELL AND CONVEY unto
, an Iowa limited liability company
(Grantee), the following described parcel(s) situated in the County of Dubuque,
State of Iowa, to wit (the Property):
This Deed is exempt from transfer tax pursuant to Iowa Code section
428A.2(6).
This Deed is given pursuant to the authority of Resolution No.
the City Council of the City of Dubuque adopted the _ day of
20_, the terms and conditions thereof, if any, having been fulfilled.
of
This Deed is being delivered in fulfillment of Grantor's obligations under and
is subject to all the terms, provisions, covenants, conditions and restrictions
contained in that certain Development Agreement executed by Grantor and
Grantee herein, dated the _ day of , 20_ (the Agreement), a
memorandum of which was recorded on the _ day of , 20_, in the
records of the Recorder of Dubuque County, Iowa, Instrument Number
Promptly after completion of the improvements in accordance with the
17
provIsions of the Agreement, Grantor will furnish Grantee with a Certificate of
Completion in the form set forth in the Agreement. Such certification by Grantor
shall be, and the certification itself shall so state, a conclusive determination of
satisfaction and termination of the agreements and covenants of the Agreement
and of this Deed with respect to the obligation of Grantee, and its successors and
assigns, to construct improvements and the dates for the beginning and completion
thereof, it being the intention of the parties that upon the granting and filing of the
Certificate of Completion that all restrictions, re-vesting of title and reservations of
title contained in this Deed be forever released and terminated and that any
remaining obligations of Grantee pursuant to the Agreement shall be personal only.
All certifications provided for herein shall be in such form as will enable them
to be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse
or fail to provide any such certification in accordance with the provisions of the
Agreement and this Deed, Grantor shall, within twenty days after written request by
Grantee, provide Grantee with a written statement indicating in adequate detail in
what respects Grantee has failed to complete the improvements in accordance with
the provisions of the Agreement or is otherwise in default, and what measures or
acts will be necessary, in the opinion of Grantor, for Grantee to take or perform in
order to obtain such certification.
In the event that an Event of Default occurs under the Agreement and
Grantee herein shall fail to cure such default within the period and in the manner
stated in the Agreement, then Grantor shall have the right to re-enter and take
possession of the Property and to terminate and revest in Grantor the estate
conveyed by this Deed to Grantee, its assigns and successors in interest, in
accordance with the terms of the Agreement.
None of the provisions of the Agreement shall be deemed merged in,
affected or impaired by this Deed.
Grantor hereby covenants to warrant and defend the said premises against
the lawful claims of all persons whomsoever claiming by, through and under it.
Dated this
of
, 20_ at Dubuque, Iowa.
Attest:
CITY OF DUBUQUE IOWA
By:
Roy D. Buol, Mayor
By:
Jeanne F. Schneider, City Clerk
18
STATE OF IOWA
)
)
)
SS
COUNTY OF DUBUQUE
On this _ day of ,20_, before me a Notary Public in
and for said County, personally appeared Roy D. Buol and Jeanne F. Schneider 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.
Notary Public in and for Dubuque County, Iowa
19
EXHIBIT F
MEMORANDUM OF DEVELOPMENT AGREEMENT
20
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563583-4113
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
21
By:
Jeanne F. Schneider, City Clerk
STATE OF IOWA
55:
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 Jeanne
F. Schneider, 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, State of Iowa
STATE OF IOWA
55:
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
22
City \1.lI1<l!;Cr'S l)/Jill'
Sll\\'L'st LlthStlw'l
l)ub\lll111', 1\)\\',\ :;~()(1J--lH(-w
t56~~) 5ti4-..JllO plk)]ll'
(5/):\) Sk9--H-ttl Ll\
d\1l\gr(lcily,'ld II bl1 q lIe.pq;
lllECITYOF l ~
1 ) L H L ()lj I
--c
~Yk-~
(DATE)
Dear
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 or Employer, 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.
24
(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 and
Employer in writing of any past notices, orders, suits, judgments or other
proceedings relating to fire, building, zoning, air pollution or health violations
as they relate to the Property of which it has actual notice. The Property is in
material compliance with all applicable zoning, fire, building, and health
statutes, ordinances, and regulations. The Property is currently zoned PUD
and Employer'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 and
Employer 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, Developer or Employer.
25
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
Developer and Employer and hold Developer and Employer harmless from
any and all claims asserted by any broker engaged directly or indirectly by
City for any fees or other compensation related to the subject matter of this
Agreement.
(13) City shall exercise its best efforts to assist with Developer and
Employer 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.
Sincerely,
Michael C. Van Milligen
City Manager
MCVM:jh
26