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McGraw Hill Devel Agree Port of Dbq D~~~E ~ck~ MEMORANDUM June 15, 2006 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Expansion of McGraw-Hili Companies, Inc. in the Port of Dubuque Economic Development Director Dave Heiar is recommending approval of a Development Agreement with McGraw-Hili Companies, Inc. to purchase 1.99 acres in the Port of Dubuque. The key elements of the agreement include: · McGraw-Hili will construct an office building of approximately 135,000 square feet costing approximately $18 million. · McGraw-Hili will retain 276 existing full-time positions and 113 part-time positions. · McGraw-Hili will create 24 full-time positions and 5 part-time positions within 36 months. · McGraw-Hili will construct parking adjacent to the facility, but the parking will be owned and operated by the City of Dubuque. When McGraw-Hili employees are not using the parking spaces, it may be used for public parking and a large share of the lot may be used for festivals and entertainment. · The City will pay the first $100,000 of any environmental remediation costs and McGraw-Hili and the City will split additional costs up to the purchase price being paid by McGraw-HilI. Any additional costs are the responsibility of McGraw-HilI. · The purchase price of the property is $435,600 per acre, with a 50% acquisition grant reducing that to $217,800 per acre. · The City will provide a 10-year property tax rebate. · If McGraw-Hili does not meet the job goals on an annual basis, the property tax rebate will be reduced by a pro-rata share. . If McGraw-Hili does not meet the job goals at the end of 10 years, they will pay the City a pro-rata share of the acquisition grant. I concur with the recommendation and respectfully request Mayor and City Council approval. (\j C[;~ Michael C. Van Milligen MCVM/jh Attachment cc: Wayne Norman, Jr., Esq. Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director B~~~E ~<k.~ MEMORANDUM June 13, 2006 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Director ~cott SUBJECT: Expansion of McGraw Hill Companies, Inc. in the Port of Dubuque INTRODUCTION This memorandum presents for City Council consideration a resolution approving disposition of approximately 1.99 acres identified on the attached exhibit to McGraw Hill Companies, Inc., who will be constructing a 135,000 sq. fl. office complex in the Port of Dubuque. The attached resolution approves the disposition of this property to McGraw Hill Companies, Inc. BACKGROUND On June 5, the City Council was presented with the attached Development Agreement recommending that a public hearing be set for June 19 on the proposed disposition of the above described property to McGraw-Hili Companies, Inc. to facilitate the construction of a 135,000 square foot office complex in the Port of Dubuque. 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 $435,600/acre to $217,800/acre. 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 rebate 100% (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 McGraw Hill Companies, Inc. The key elements of the agreement include the following: 1. The purchase price is $435,600 per acre for approximately 1.99 acres. An Acquisition Grant to the developer reduces the cost to $217,800 per acre. Failure to retain and maintain the 300 full time and 118 part time positions at the end of the 10 year term of this agreement will require a pro-rated repayment of this acquisition grant. 2. The property will be conveyed on or before July 28, 2006. 3. The company must construct a building of approximately 135,000 sq. ft., costing approximately $18 million within 18 months of closing. 4. Should the site require environmental remediation, the costs will be shared as follows; City shall pay the first $100,000 of the remediation costs; The difference between $100,000 and two times the Purchase Price shall be shared by the parties as follows: a) City: 43.5%; b) McGraw-Hili: 56.5%. City's total share of the remediation costs shall not exceed the purchase price. McGraw-Hili shall be solely responsible for the remainder of the remediation costs. 5. McGraw Hill Companies, Inc. must retain 276 existing full time positions and 113 part time positions. They must also create 24 full time positions and 5 part time positions. All of these positions must be retained for 7 additional years after the initial 36 months. 6. The company will receive a 10 year TIF in the form of a yearly tax rebate on the value of the assessable improvements. Failure to maintain and create the new positions provides for a pro-rated rebate. 7. The City will retain ownership and maintain parking lots A & B as shown on the site plan, but McGraw Hill will pay for the construction of the parking lot improvements, estimated to cost $1 million. In return, at no additional cost, to the company, McGraw Hill employees will be guaranteed a parking space from 6 a.m. to 5 p.m. on work days. The City will be able to utilize the unused stalls at any time, and all of the parking stalls after 5 p.m. on week days in addition to weekends and holidays. Upon written request, McGraw Hill can receive special authorization from the City for their employees to use parking Lot B beyond these stated limitations to accommodate work schedules. 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 Port of Dubuque property to McGraw Hill Companies, Inc. for the purpose of constructing a 135,000 sq. ft. office complex. 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\McGraw HiII\Expansion of McGraw Hill Companies memo.doc RESOLUTION NO. RESOLUTION APPROVING A DEVELOPMENT AGREEMENT PROVIDING FOR THE SALE OF LOT 1 OF LOT 1 OF RIVERWALK 6TH ADDITION IN THE CITY OF DUBUQUE, IOWA TO THE MCGRAW-HILL COMPANIES, INC. Whereas, the City Council, by Resolution No. 217-06, dated June 5, 2006, declared its intent to enter into a Development Agreement with The McGraw-Hili Companies, Inc. for the sale of Lot 1 of Lot 1 of Riverwalk 6th Addition in the City of Dubuque, lowa(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 this Council that approval of the Development Agreement for the sale to and development of the Property by The McGraw-Hili Companies, 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 The McGraw-Hili Companies, 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\DHeiar\McGraw Hill\McGraw Hill final disposition res. doc DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND THE MCGRAW -HILL COMPANIES, INC. This Develo•rnengreement (Agreement), dated for reference purposes the,(i day of , 2006 between the City of Dubuque, Iowa, a municipality (C. acting under authorization of Iowa Code Chapter 403, as amended (Urban Renewal Act), and The McGraw -Hill Companies, Inc., a New York corporation, with its principal place of business at New York, NY (McGraw - Hill). SECTION 1. RECITALS. In furtherance of the objectives of the Urban Renewal Act, City has undertaken an Urban Renewal project to advance the community's ongoing economic development efforts, specifically, McGraw -Hill desires to construct an office building (the Project) in the Port of Dubuque, Dubuque, Iowa (the Project Area) as shown on the Site Plan, Exhibit B attached hereto and incorporated herein by reference. 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 Port of Dubuque Economic Development District, approved by City Council of City on April 19, 2004, and as subsequently amended through and including the date hereof, (attached as Exhibit A)(the Urban Renewal Plan). 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. 1.1. McGraw -Hill has determined that it requires a new office building to maintain and expand its operations and employment, which office building McGraw -Hill represents will be a regional office facility for a multistate business, and is prepared to cause the Project to be constructed in the Project Area. McGraw -Hill has requested that City sell to McGraw -Hill that portion of the following- described real estate consisting of 2.015 acres depicted on the drawing attached as Exhibit B and by this reference made a part hereof: Part of Lot 1 of Riverwalk Sixth Addition in the City of Dubuque, Iowa, according to the recorded Plat thereof, subject to easements and restrictions of record a shown on Exhibit B together with all easements, tenements, hereditaments, and appurtenances belonging thereto (the Property) so that McGraw -Hill may develop the Property, located in the Project Area, for the construction, use and occupancy of an office 1 building with appurtenant uses which City has determined and represented to McGraw -Hill is in accordance with the uses specified in the Urban Renewal Plan and in accordance with this Agreement. The parties agree to amend Exhibit B upon determination of the exact location and extent of the Property and legal description. 1.2. 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. 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 below. SECTION 2. CONVEYANCE OF PROPERTY TO MCGRAW -HILL. 2.1. Purchase Price. The purchase price for the Property (the Purchase Price) shall be the sum of Four Hundred Thirty - FiveThousand , Six Hundred & 00/100 Dollars ($435,600.00) per acre, which shall be due and payable by McGraw -Hill in immediately available funds in favor of City, on June 30, 2006, or on such other date as the parties may mutually agree (the Closing Date). 2.2. Title to Be Delivered. City agrees to convey good and marketable fee simple title in Property to McGraw -Hill subject only to easements, restrictions, conditions and covenants of record as of the date hereof to the extent not objected to by McGraw -Hill as set forth in this Agreement, and to the conditions subsequent set forth in Section 4, below: (1) City, at its sole cost and expense, shall deliver to McGraw -Hill an abstract of title to the Property continued through the date of this Agreement reflecting merchantable title in City in conformity with this Agreement, applicable State law and the Title Standards of the Iowa State Bar Association and sufficient for a title company selected by McGraw -Hill to issue, at McGraw - Hill's expense, an ALTA form owner's and lender's policy of title insurance in form and substance satisfactory to McGraw -Hill. 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 McGraw -Hill when the Purchase Price is paid in full in the manner as aforesaid. (2) McGraw -Hill shall have until the Closing Date to render objections to title, including any easements or other encumbrances not satisfactory to 2 McGraw -Hill, in writing to City. McGraw -Hill agrees, however, to review the Abstract promptly following McGraw - Hill's receipt of McGraw - Hill'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 McGraw - Hill'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 City. City shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise McGraw -Hill of intended action within ten (10) days of such action. If City shall fail to have such objections removed as of Closing, or any extension thereof consented to by McGraw -Hill, McGraw -Hill may, at its sole discretion, either (1) terminate this Agreement without any liability on its part, and any sums previously paid to City by McGraw -Hill (or paid into escrow for City's benefit) shall be returned to McGraw -Hill with interest, or (2) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. City acknowledges that McGraw -Hill needs to acquire the Property and commence construction as provided in Section 10.3, in order to meet construction and delivery deadlines, and City agrees to exercise its best reasonable efforts to facilitate completion of City's duties hereunder in order to accommodate a Closing before such date. 2.3. Rights of Inspection, Testing and Review. McGraw -Hill, 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. McGraw -Hill and its agents and representatives shall also have the right to enter upon the Property at any time after the execution and delivery hereof for any purpose whatsoever, including inspecting, surveying, engineering, test boring, performance of environmental tests and such other work as McGraw -Hill shall consider appropriate, provided that McGraw -Hill 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 McGraw -Hill, 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, etc. and to make such feasibility studies and analyses as it considers appropriate. Notwithstanding the foregoing, McGraw -Hill acknowledges that the Property will be the site of a part of the America's River Festival from June 5 through June 12, 2006, and McGraw -Hill agrees that it will not have access to the Property during such period without the prior consent of City. (1) Environmental Investigation. McGraw -Hill shall have the right to inspect the Property prior to the Closing Date and to take whatever tests 3 or perform such examination, as McGraw -Hill shall deem appropriate, at its own risk and its sole cost and expense, to evaluate the environmental condition of the Property and allow City to make the environmental determinations required herein. Prior notice of such activity by McGraw - Hill shall be provided to City and written results of such activity shall be shared with City. McGraw —Hill shall not disclose the information from the investigation or the report of the investigation to any party other than City without the prior consent of City except as required by law, and except that to the extent that such information is necessary to McGraw - Hill's architects, engineers, surveyors, and contractors, provided, however, that prior to disclosure to any such person, McGraw -Hill shall require such person to execute a confidentiality agreement, in a form acceptable to City, in which such persons agrees not to disclose such information to any other person. (2) Remediation. Prior to Closing, if City determines, after consideration of the advice of its environmental consultant and /or the advice of state or federal environmental regulatory agencies, that the concentrations of Hazardous Substances on the Property require removal and /or remediation (Remediation) prior to construction of the Minimum Improvements and notifies McGraw -Hill of its determination, then McGraw -Hill shall retain, at its sole cost and expense, an environmental consultant to prepare a plan (Environmental Remediation Plan) for the removal and /or remediation of the identified Hazardous Substances as required by law and /or applicable environmental agency or agencies. The Environmental Remediation Plan shall provide for the removal and /or remediation of the identified Hazardous Substances to a level sufficient to allow construction of the Minimum Improvements. The Environmental Remediation Plan shall include an estimate of the total costs of conducting the removal and /or remediation (Remediation Costs) to allow such construction. The estimate of costs shall be based on the cost of local contractors, provided local contractors are qualified and available to perform such work. The estimate of costs shall not include internal staff costs to City. In lieu of preparing the Environmental Remediation Plan, McGraw -Hill, in its sole discretion, may elect to terminate this Agreement upon thirty (30) days written notice to City, without any further obligation on the part of McGraw -Hill or City. (3) Cap on Remediation Costs for City. If after submitting a Remediation Plan to City, it is reasonably determined by the City Council of City, based upon the recommendation by its environmental consultant, that the Remediation Costs necessary to allow construction of the Minimum Improvements will exceed two times Purchase Price, then City shall have the option to terminate this Agreement within thirty days after receiving the Environmental Remediation Plan or thirty days after receipt 4 of state or federal environmental agency approval, if such approval is required or sought by City, whichever date occurs later. If it is reasonably determined by the City Council that the Remediation Costs necessary to allow construction of the Minimum Improvements will not exceed two times the Purchase Price, then City agrees to share the costs of such removal and /or remediation with McGraw -Hill as follows: (i) City shall pay the first $100,000 of the Remediation Costs; (ii) The difference between $100,000 and two times the Purchase Price shall be shared by the parties as follows: (a) City: 43.5 %; (b) McGraw -Hill: 56.5 %. City's total share of the Remediation Costs shall not exceed the Purchase Price. McGraw -Hill shall be solely responsible for the remainder of the Remediation Costs and any other removal and /or remediation required by this Agreement, law or any governmental agency. Unless McGraw -Hill has elected to terminate this Agreement as provided in Sec. 2.3(2), McGraw —Hill shall proceed to design and implement the removal or remediation pursuant to the Environmental Remediation Plan in a timely manner. McGraw -Hill hereby releases City, its officers, agents and employee from and shall protect, defend, and hold harmless City, its officers, agents and employees, from any claim, demand, suit, action or other proceedings whatsoever by McGraw -Hill arising from the condition of the Property and any hazardous substance in or on the Property. (4) Release of Reports and Data. McGraw -Hill shall promptly provide City with a copy of all environmental consulting or engineering reports, separate laboratory analysis reports, and other material information and data received by McGraw -Hill regarding the environmental condition of the Property, or which are otherwise received or generated pursuant to this Agreement. (5) Definitions. For the purposes of this Agreement, the following definitions shall apply: (i) "Environmental Law" means any and all federal, state and /or local laws, regulations and legal requirements pertaining to (i) the protection of health, safety and the indoor and outdoor environment, (ii) the conservation, management or use of natural resources and wildlife, (iii) the protection, access to or use of surface water and groundwater, (iv) the management, manufacture, possession, presence, use, generation, transportation, treatment) storage, disposal, Release, threatened Release, abatement, 5 removal, remediation or handling of, or exposure to, any Hazardous Substance or (v) pollution (including, without limitation, any Release to air, land, surface water and groundwater), and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 USC 9601 et seq; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 USC 6901 et seq.; the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq.; the Clean Air Act of 1966, as amended, 41 USC 7401 et seq.; the Toxic Substances Control Act of 1976, 15 USC 2601 et seq.; the Hazardous Substances Transportation Act, 49 USC App. 1801 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq.; the Oil Pollution Act of 1990, 33 USC 2701 et seq.; the Emergency Planning and Community Right -to -Know Act of 1986, 42 USC 11001 et seq.; the National Environmental Policy Act of 1969, 42 USC 4321 et seq.; the Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq.; Chapter 455B of the Iowa Code; any similar, implementing or successor law to any of the foregoing and any amendment, rule, regulation, order or directive issued thereunder. (ii) "Hazardous Substance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste, which is or becomes regulated by any local government, the State of Iowa or the United States Government. It includes, without limitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 455B, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" shall not include any air emissions discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental agency. (iii) "Release" means any spilling, migrating, seeping, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substance into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks and other receptacles containing or previously containing any Hazardous Substance and including without limitation the migration of any Hazardous Substance onto the Property from an adjacent property. SECTION 3. REPRESENTATIONS OF CITY. In order to induce McGraw -Hill to enter into this Agreement and purchase the Property, City hereby represents and warrants to McGraw -Hill, that to the best of City's knowledge: 3.1. No action in condemnation, eminent domain or public taking proceedings are now pending or contemplated against the Property ; 3.2. No ordinance or hearing is pending or contemplated before any local governmental body which either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against Property; 3.3. City has good and marketable fee simple title interest to the Property; 3.4. 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 McGraw -Hill 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; 3.5. The Property will as of the date of closing be free and clear of all liens, security interests, and encumbrances; 3.6. 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 McGraw -Hill at the time of closing confirming the representation contained herein, in form and substance attached hereto as Exhibit C; 3.7. All City utilities necessary for the development and use of the Property as an office building center adjoin the Property, and McGraw -Hill shall have the right to tie into and use said utilities; 7 3.3. 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 which shall in anyway be binding upon the Property or McGraw -Hill; 3.9. City shall exercise its best efforts to cooperate with McGraw -Hill in the development process; 3.10. City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion; 3.11. 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 other than as described in the environmental reports that City has provided to McGraw -Hill, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws; 3.12. There are no fees or other charges payable by McGraw -Hill for City utilities serving the Property, as result of utility hook -ups, other than the fees for connecting to and installing meters with regard to such utilities; and 3.13. The property is properly zoned for the office building described in this Agreement. SECTION 4. CONDITIONS TO CLOSING. The closing of the transaction contemplated by this Agreement and all the obligations of McGraw -Hill under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: 4.1. The representations and warranties made by City in Section 3 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, in the form of Exhibit D, to that effect; 4.2. Title to the Property shall be in the condition warranted in Section 3.3; 4.3. McGraw -Hill has 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 McGraw -Hill, in its sole opinion. City shall cooperate with McGraw -Hill in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, provided that City 8 shall bear no expense in connection therewith. In connection therewith, City agrees (1) to review all of McGraw - Hill's plans and specifications for the project and to either reject or approve the same in a prompt and timely fashion; (2) to issue a written notification to McGraw -Hill, following City's approval of same, indicating that City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan and the Port of Dubuque Master Plan including the Design Standards, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that McGraw -Hill and its lenders shall have the right to rely upon the same in proceeding with the project; (3) to identify in writing as soon as practicable after submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Property by McGraw - Hill, and the construction, use and occupancy of the project with the intent and understanding that McGraw -Hill 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 McGraw -Hill to facilitate the obtaining of such permits, approvals and consents; 4.4. City has 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; 4.5. McGraw -Hill shall be in material compliance with all the terms and provisions of this Agreement; 4.6. McGraw -Hill 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 McGraw -Hill has firm financial commitments in an amount sufficient, together with equity commitments, to complete Minimum Improvements (as defined herein) in conformance with 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; 4.7. Receipt of an opinion of counsel to McGraw -Hill in the form attached hereto as Exhibit E; and 4.8. McGraw -Hill shall have the right to terminate this Agreement at anytime prior to the consummation of the closing on the Closing Date if McGraw -Hill determines in its sole discretion that conditions necessary for the successful completion of the Project have not been satisfied to the full satisfaction of McGraw -Hill in its sole and unfettered discretion. Upon the giving of notice of 9 termination by McGraw -Hill to City to this Agreement, this Agreement shall be deemed null and void. SECTION 5. CLOSING. The closing of the purchase and sale of the Property 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 Property. 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. SECTION 6. CITY'S OBLIGATIONS AT CLOSING. At or prior to the Closing Date, City shall: 6.1. Deliver to McGraw -Hill City's duly recordable Special Warranty Deed to the Property, in the form attached hereto as Exhibit F (Deed), conveying to McGraw -Hill marketable fee simple title to the Property and all rights appurtenant thereto, including appurtenant easements, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by McGraw -Hill as set forth in this Agreement, and to the conditions subsequent set forth in this Agreement; 6.2. Deliver to McGraw -Hill the Abstract of Title to the Property; 6.3. Deliver to McGraw -Hill such other documents as may be required by this Agreement, all in a form satisfactory to McGraw -Hill; and 6.4. Deliver to McGraw -Hill an affidavit sufficient in form and content to permit the title insurance company to issue owner's and lender's policies of title insurance without the standard pre - printed exceptions (except the survey exception) in the form attached hereto as Exhibit G. SECTION 7. DELIVERY OF PURCHASE PRICE: OBLIGATIONS AT CLOSING. At closing, and subject to the terms, conditions, and provisions hereof and the performance by City of its obligations as set forth herein, McGraw -Hill shall pay the Purchase Price to City pursuant to Section 2.1 hereof, but subject to McGraw -Hill receiving a partially offsetting credit pursuant to Section 11, below. SECTION 8. CLOSING COSTS. The following costs and expenses shall be paid in connection with the closing: 8.1. City shall pay: The transfer fee imposed on the conveyance, if any. 10 All special assessments whether levied, pending or assessed, if any; City's attorney's fees; City's broker and /or real estate commissions and fees, if any; and The cost of recording the satisfaction of any existing mortgage and any other document necessary to make title marketable. 8.2. McGraw -Hill shall pay: The documentary fee necessary to record the Deed; McGraw - Hill's attorney's fees; McGraw - Hill's broker and /or real estate commissions and fees, if any; and All taxes as provided in Section 9. SECTION 9. REAL PROPERTY TAXES. From and after the Closing Date, McGraw -Hill 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 or the Parking Property. SECTION 10. DEVELOPMENT ACTIVITIES. 10.1. Required Minimum Improvements. McGraw -Hill hereby agrees to construct on the Property a multi -story office building of approximately one hundred thirty -five thousand square feet along with necessary site work as contemplated in this Agreement at a cost of approximately eighteen million and no /100 dollars ($18,000,000.00)(the Minimum Improvements). 10.2. Plans for Construction of Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (Construction Plans) shall be in conformity with Urban Renewal Plan, including the Port of Dubuque Master Plan Design Standards (Port of Dubuque Design Standards), this Agreement, and all applicable state and local laws and regulations. McGraw -Hill shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the Minimum Improvements to be constructed by McGraw -Hill on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 11 10.3. Timing of Improvements. McGraw -Hill hereby agrees that construction of the Minimum Improvements on the Property shall commence not later than sixty (60) days after the Closing Date and shall be substantially completed by not later than eighteen (18) months after the Closing Date. 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. 10.4. Certificate of Completion. Promptly following the request of McGraw -Hill upon completion of the Minimum Improvements, City shall furnish McGraw -Hill with an appropriate instrument so certifying. Such certification (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 McGraw -Hill to construct the Minimum Improvements. The Certificate of Completion shall waive all rights of revestment of title in City as provided in Section 16, and the Certificate of Completion shall so state. 10.5. McGraw -Hill Lender's Cure Rights. The parties agree that if McGraw - Hill shall fail to complete the Minimum Improvements as required by this Agreement such that revestment of title may occur (or such that City would have the option of exercising its revestment rights), then McGraw -Hill or McGraw - Hill's Lender, if any, shall have the right, but not the obligation, to complete such Minimum Improvements according to the terms and conditions in this Agreement. 10.6. City intends to construct a patio fronting on Bell Street and on 5th Street as shown on Exhibit B (the Patio). City shall be solely responsible for the cost of constructing and maintaining the Patio. City shall grant to McGraw -Hill such easement over the Patio as may be necessary for the maintenance of the Minimum Improvements, and McGraw -Hill shall have the right to the non- exclusive use of the Patio at all times. The Patio shall not be constructed without McGraw -Hill having first approved in writing the design of the Patio, which consent shall not be unreasonably withheld. SECTION 11. CITY PARTICIPATION. 11.1. Acquisition Grant to McGraw -Hill. For and in consideration of McGraw - Hill's obligations hereunder to construct the Minimum Improvements as provided 12 herein, City agrees to make an Acquisition Grant to McGraw -Hill on the Closing Date, or such other date as the parties shall mutually agree upon in writing, in the amount of Two Hundred SeventeenThousand, Eight Hundred & 00/100 Dollars ($217,800.00.00) per acre (rounded to the nearest 1 /100th acre). The parties agree that the Acquisition Grant shall be payable in the form of a credit favoring McGraw -Hill at time of closing with the effect of directly offsetting a portion of the Purchase Price obligation of McGraw -Hill. 11.2. Economic Development Grants to McGraw -Hill. (1) For and in consideration of McGraw - Hill'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 the McGraw -Hill 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 McGraw -Hill, commencing November 1, 2008, and continuing until May 1, 2018, pursuant to Section 403.9 of the Urban Renewal Law, in amounts equal to the actual amount of tax increment revenues collected by City under Section 403.19 (without regard to any averaging that may otherwise be utilized under Section 403.19 and excluding any interest that may accrue thereon prior to payment to the McGraw -Hill) during the preceding six -month period in respect of the Minimum Improvements constructed by McGraw -Hill (the McGraw -Hill Tax Increments). In the event that McGraw -Hill is required to pay real property taxes on the Parking Property under Section 9, such payments shall also be deemed tax increment revenues under this Section 11.2. McGraw -Hill 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 McGraw -Hill 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, 2007, its request for the available McGraw -Hill 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 McGraw - Hill on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December, 2007, the Economic Development Grants in respect 13 thereof would be paid to the McGraw -Hill on November 1, 2008, and May 1, 2009.) (3) The Economic Development Grants shall be payable from and secured solely and only by the McGraw -Hill Tax Increments which, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the "McGraw -Hill II 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 McGraw -Hill II TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 11.2 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 McGraw - Hill as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to McGraw -Hill so long as City timely applies the McGraw -Hill Tax Increments actually collected and held in the McGraw -Hill II TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to McGraw - Hill as and to the extent described in this Section 11.2. (4) City shall be free to use any and all tax increment revenues collected in respect to other properties within the Project Area, or any of the available McGraw -Hill Tax Increments resulting from the termination of the annual Economic Development Grants under Section 11.2 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 McGraw -Hill with respect to the use thereof. SECTION 12. PARKING. City owns the real estate (the Parking Property) which adjoins the Property shown on Exhibit B and is intended for use for parking purposes. In connection therewith, the parties agree as follows: 12.1. Construction of Improvements by McGraw -Hill. Within the time frames set forth in Section 10.3, McGraw -Hill shall, at its sole expense, complete the grading, paving, landscaping including islands, and lighting the Parking Property according to plans and specifications approved by City and consistent with City standards including the Port of Dubuque Design Standards. The Parking Property shall be divided into Lot A and Lot B as set out on Exhibit B. McGraw - Hill shall be responsible for obtaining of all necessary permits, and shall be responsible for and pay for the cost of drainage and storm water improvements required by City standards and state and federal law for the development of the Parking Property. City shall pay only those costs pre- approved by City for transportation and disposal of fill required to be removed from the Parking 14 Property as a result of construction by McGraw -Hill of the improvements contemplated by this Section 12. McGraw -Hill shall use all reasonable efforts in its design and improvement of the Parking Property to limit the need to remove fill from the Parking Property. The City shall be provided with prompt notice of the believed need to remove fill from the Parking Property so as to allow City to make arrangements for sampling and analysis of such fill, and McGraw -Hill shall allow such activities by City. City shall not be responsible for bringing any new fill to the Parking Property. In addition, City shall not be responsible for transportation and disposal of fill placed on the Parking Property by McGraw -Hill, its employees, agents or contractors. 12.2. Construction of Improvements by City. City shall install gates and controls and underground services to those gates and controls to control access to Lot B, so as to permit the types of uses set out below in this Section 12.4. The installation of gates and controls and underground services to the gates and control shall be substantially completed by eighteen (18) months after the Closing Date. City shall have the right to install, at City's expense and during the construction of the Parking Lot by McGraw -Hill or at such later date as City determines, additional electrical service, water, staging, and tie downs. 12.3. Maintenance of Parking Property. Maintenance, repair and replacement of the Parking Property shall be the sole responsibility and expense of City, including but not limited to: Snow removal on Parking Property and adjacent sidewalks completed by 7:00 a.m. and 3:00 p.m. each day; Salting of Parking Property and adjacent sidewalks completed by 7:00 a.m. and 3:00 p.m. each day; Maintenance of the lawn sprinkler system; Replacing bushes, trees, etc., as needed; Lighting maintenance; Parking lot spring clean -up; and Monthly parking lot sweeping during non - winter months. 12.4. Use of Parking Lots. (1) Lot A shall consist of non - assigned spaces for McGraw - Hill's employees at no cost to such employees for parking between the hours of 6:00 a.m. and 15 5:00 p.m. or such later time for a specific day as the City Manager may upon written request of McGraw -Hill agree, Monday through Sunday, fifty -two weeks per year. Subject to Section 12.4(3), City shall have the right to allow parking in Lot A by the public during such hours and at any other time. Notwithstanding the foregoing, McGraw -Hill employees who have already parked in Lot A prior to 5:00 p.m. may remain parked in Lot A until their workday is completed except on a day that City has notified McGraw -Hill in writing seven days in advance that employees may not remain in Lot A after 5:00 p.m. on that day. (2) Lot B shall consist of non - assigned spaces for McGraw - Hill's employees at no cost to such employees for parking between the hours of 6:00 a.m. and 5:00 p.m. or such later time for a specific day as the City Manager may upon written request of McGraw -Hill agree, Monday through Friday, fifty -two weeks per year, except holidays. Subject to Section 12.4(3), City shall have the right to allow parking in Lot B by the public during such hours and at any other time and to use Lot B at any other time for such purposes as City determines appropriate. Notwithstanding the foregoing, McGraw -Hill employees who have already parked in Lot B prior to 5:00 p.m. may remain parked in Lot B until their workday is completed except on a day that City has notified McGraw -Hill in writing seven days in advance that employees may not remain in Lot B after 5:00 p.m. on that day. (3) It is the intent of the parties under Sections 12.4(1) and (2) that all McGraw -Hill employees will be guaranteed a parking space, but not to exceed the 513 spaces shown on the attached Site Plan, in Lot A or Lot B between the hours of 6:00 a.m. and 5:00 p.m. Monday through Friday, fifty -two weeks per year, except holidays, and public parking will be limited by City to effectuate such guaranteed parking. In order to assure that City makes sufficient parking spaces available to McGraw -Hill for its employees and to efficiently manage the lot, McGraw -Hill will notify City upon its initial occupancy of the office building of the average number of employees for the month who will work at the office building between the hours of 6:00 a.m. and 5:00 p.m. Monday through Friday and thereafter whenever there is any increase or decrease in the average monthly number of such employees. (4) For purposes of this paragraph, holidays shall mean New Years Day, , Memorial Day, 4th of July, Labor Day, Thanksgiving and Christmas Day, and the following Monday when any of the foregoing named legal holidays fall on a Sunday. 12.5. Parking Facility. If City constructs a parking structure in the Port of Dubuque north of Third Street, upon completion of the parking structure, all rights of McGraw -Hill and its employees as provided in Par. 12.4(2) shall transfer to the parking structure and such parking rights shall be exclusive to the parking structure. Such structure shall be constructed within 1,200 feet of the Property. 16 If the parking structure is constructed on property that adjoins the Property, the parking structure shall not be constructed without McGraw -Hill having first approved in writing the design of the parking structure, which approval shall not be unreasonably withheld. City shall provide temporary parking for McGraw - Hill's employees during the construction of the parking structure in the Port of Dubuque north of Third Street. Such temporary parking shall be with 1,200 feet of the Property. 12.6. Indemnification. To the extent allowed by law, City shall hold McGraw - Hill harmless and fully indemnify McGraw -Hill against any damage, claim, liability or cause of action arising from or caused by the actions of City, its agents, or representatives upon the Parking Property, including for any such damage, claim, liability or cause of action arising from conditions on the Parking Property existing prior to any such entry upon the Parking Property by McGraw -Hill 12.7. Survival. The provisions of this Section 12 shall survive the termination of this Agreement. SECTION 13. COVENANTS OF MCGRAW -HILL DURING CONSTRUCTION OF THE PROJECT. 13.1. Insurance Requirements: McGraw -Hill 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): (1) All risk builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100 %) of the replacement value when construction is completed; (2) Commercial general liability insurance as set forth in the attached Insurance Schedule as such Insurance Schedule may from time to time be amended by City. 13.2. McGraw -Hill shall notify City immediately in the case of damage exceeding $500,000.00 in amount to, or destruction of, 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 McGraw -Hill as its interests may appear, and McGraw -Hill 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, McGraw -Hill will apply the Net Proceeds of any insurance relating to such 17 damage received by McGraw -Hill 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). McGraw -Hill shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by McGraw -Hill for such Purposes are sufficient . 13.3. Preservation of Property. McGraw -Hill 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. 13.4. Non - Discrimination. In carrying out the project, McGraw -Hill shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, sexual orientation or disability. 13.5. Conflict of Interest. McGraw -Hill 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, McGraw -Hill 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. 13.6. Non - transferability. Until such time as Minimum Improvements are complete (as certified by City under Section 10.4), this Agreement may not be assigned by McGraw -Hill nor may the Property be transferred by McGraw -Hill to another party without the prior written consent of City, which consent shall not be unreasonably withheld. Thereafter, McGraw -Hill shall have the right to assign this Agreement and upon assumption of all of the obligations in the Agreement by the assignee, McGraw -Hill shall no longer be responsible for its obligations under this Agreement. 13.7. Restrictions on Use. McGraw -Hill agrees for itself, 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 18 agrees that use of the Property as an office building is in full compliance with the Urban Renewal Plan) (however, McGraw -Hill 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, national origin, age, sexual orientation 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, McGraw -Hill 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). 13.8. Compliance with Laws. McGraw -Hill will comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of McGraw -Hill. SECTION 14. COVENANTS OF MCGRAW -HILL FOLLOWING CONSTRUCTION OF THE PROJECT. 14.1 Job Creation. McGraw -Hill shall create twenty -four (24) full -time (1820 hours per year) positions and five (5)part-time (1300 hours per year) positions in the Port of Dubuque, within three (3) years from the date of this Agreement, and shall maintain those jobs during the Term of this Agreement. It is agreed by the parties that McGraw -Hill will have two hundred seventy -six (276) full -time positions and one hundred thirteen (113) part -time positions in the Port of Dubuque, as of July 1, 2006. In the event that the certificate provided to City under Section 14.2 hereof on July 1, 2016, discloses that McGraw -Hill does not as of that date have at least three hundred (300) full -time and one hundred eighteen (118) part -time positions as provided hereinabove, McGraw -Hill shall pay to City, promptly upon written demand therefor, an amount equal to $1037.00 per job not created ($217,800 per acre x 1.99 acres /418 positions to be created and maintained in the Port of Dubuque). In addition, for the positions that McGraw -Hill fails to create and maintain in the Port of Dubuque for any year occurring after the third year during the Term of this Agreement, the semi - annual Economic Development Grants for such year under Section 14.2 shall be reduced by the percentage that the number of such positions bears to the total number of positions (418) required to be created and maintained by this Section 14.1. 19 14.2. Certification. To assist City in monitoring the performance of McGraw - Hill hereunder, three (3) years from the date of this Agreement, and ever year thereafter during the term of this Agreement, a duly authorized officer of McGraw -Hill shall certify to City (1) the number of full -time equivalent positions and part-time positions maintained in the Port of Dubuque, and the number of full -time equivalent positions and part-time created in the Port of Dubuque, and (2) 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 term of this Agreement, McGraw -Hill 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 the term of this Agreement, 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 January 31, 2010, and on January 31, 2011, through January 31, 2018. 14.3. Books and Records. McGraw -Hill 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 McGraw - Hill in accordance with generally accepted accounting principles consistently applied throughout the period involved, and McGraw -Hill shall provide reasonable protection against loss or damage to such books of record and account. 14.4. Non - Discrimination. In carrying out the project, McGraw -Hill shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, sexual orientation, or disability. 14.5. Compliance with Laws. McGraw -Hill will comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of the McGraw -Hill. SECTION 15. EVENTS OF DEFAULT. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: 15.1. Failure by McGraw -Hill to pay or cause to be paid, before thirty days after such payments are due, all real property taxes assessed with respect to the Minimum Improvements and Property; 20 15.2. Failure by McGraw -Hill to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; 15.3. Transfer of any interest by McGraw -Hill of Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion; or 15.4. Failure by McGraw -Hill 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. SECTION 16. REMEDIES ON DEFAULT BY MCGRAW -HILL. Whenever any Event of Default referred to in Section 15, above, occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to McGraw -Hill (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 McGraw -Hill or if applicable, the Mortgagee, does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: 16.1. City may suspend its performance under this Agreement until it receives assurances from McGraw -Hill deemed adequate by City, that McGraw -Hill will cure its default and continue its performance under this Agreement; 16.2. Until the Closing, City may cancel and rescind this Agreement; 16.3. City shall be entitled to recover from McGraw -Hill the Acquisition Grant and the sum of all amounts expended by City in connection with the funding of the Acquisition Grant to McGraw -Hill, and City may take any action, including any legal action it deems necessary, to recover such amounts from the defaulting party; 16.4. City may withhold the Certificate of Completion; and 16.5. In the event that subsequent to conveyance of the Property to McGraw - Hill by City and prior to receipt by McGraw -Hill of the Certificate of Completion, but subject to the terms of the mortgage granted by McGraw -Hill to secure a loan obtained by McGraw -Hill from a commercial lender or other financial institution to fund the acquisition of the Property or construction of the Minimum Improvements (First Mortgage) an Event of Default under Section 15 of this Agreement occurs and is not cured within the times specified in Section 16, then 21 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 revest in City pursuant to the provisions of this Section 16 subject only to any superior rights in any holder of the First Mortgage) the estate conveyed by City to McGraw -Hill, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to McGraw -Hill 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 15 on the part of McGraw - Hill and failure on the part of McGraw -Hill 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 McGraw - Hill's rights and interests in and to the Property conveyed to McGraw -Hill, and that such title and all rights and interests of McGraw -Hill, and any assigns or successors in interests of McGraw -Hill, and any assigns or successors in interest to and in Property, shall revert to City (subject to the provisions of Section 16 of this Agreement), but only if the events stated in Section 15 of this Agreement have not been cured within the time period provided above, or, if the events cannot be cured within such time periods, McGraw -Hill 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 McGraw - Hill's first mortgage lender, in a form reasonably acceptable to City and to McGraw - Hill's first mortgage lender. (1) Upon—the revesting in City of title to the Property as provided in Section 16 of this Agreement, City may resell the Property, and if it elects to do so, it 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 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 Property the proceeds thereof shall be applied: (i) First, to pay and discharge the First Mortgage; (ii) Second, to pay the principal and interest on mortgage(s) created on the Property, or any portion thereof, or any improvements thereon, previously acquiesced in by City pursuant to this Agreement. If more than one mortgage 22 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 McGraw -Hill, or by operation of law; (iii) 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 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 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 McGraw -Hill, its successors or transferees (except with respect to such mortgages -))many- ex-pendilu-res -made or obligations - incurred with respect to the making or completion of Minimum Improvements or any part thereof on Property or part thereof, and any amounts otherwise owing to City (including water and sewer charges) by McGraw -Hill and its successors or transferees; and (iv) Fourth, to reimburse McGraw -Hill 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 McGraw -Hill in making any of the Minimum Improvements on Property, less (2) any gains or income withdrawn or made by such party from this Agreement or Property. SECTION 17. REMEDIES ON DEFAULT BY CITY. If City defaults in the performance of this Agreement, McGraw -Hill may take any action, including legal, equitable or administrative action which may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of McGraw -Hill, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. McGraw -Hill may suspend its performance under this Agreement until it receive assurances 23 from City, deemed adequate by McGraw -Hill, that City will cure its default and continue its performance under this Agreement. SECTION 18. REMEDIES GENERALLY. 18.1. A non - defaulting party 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. 18.2. No remedy herein conferred upon or reserved to a party 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. 18.3. 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. 18.4. 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 attorney's -feess 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 which may be awarded. SECTION 19. GENERAL TERMS AND CONDITIONS. 19.1. 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 McGraw -Hill: Margaret A. DeWald Director, West Region Global Real Estate Services The McGraw -Hill Companies One Prudential Plaza 130 East Randolph Street Chicago, IL 60601 Phone: (312) 233.6556 24 With a copy to: If to City: With a copy to: Fax: (312) 233.6511 The McGraw -Hill Companies, Inc. Attn.: Real Estate Manager 2 Pennsylvania Plaza, 22nd Floor New York, NY 10121 The McGraw -Hill Companies, Inc. Attn.: Legal Department 1221 Avenue of the Americas New York, NY 10020 Wayne A. Norman, Jr., Esq. 800 Town Clock Plaza P.O. Box 857 Dubuque, IA 52004 -0857 Phone: (563) 556 -6433 Fax: (563) 556 -7706 City Manager City Hall 50 W. 13th Street Dubuque, IA 52001 Pig -4110 Fax: (563) 589 -4149 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 19.1. 19.2. Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. Neither party shall assign any of its rights or obligations hereunder without the prior written consent of the other party. 19.3. Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on the 2nd day of May, 2018 (the Termination Date). 25 19.4. Applicable Law; Severability. This Agreement shall be subject to, construed and enforced in accordance with the laws of the state of Iowa. If any provision of this Agreement is held invalid under applicable Law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and to this end, the provisions hereof are severable. 19.5. Interpretation; Headings. Words and phrases herein shall be interpreted and understood according to the context in which they are used. The headings of the articles, sections, paragraphs and subdivisions of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or expand or otherwise affect any of the terms hereof. 19.6. Entire Agreement; Counterparts; Remedies Cumulative. This Agreement, including any Exhibits, all of which are incorporated by this reference, and the documents executed and delivered pursuant hereto, constitute the entire agreement between the parties, and may be amended only by a writing signed by each party. All agreements, instruments and documents referred to in this Agreement are by this reference made a part of this Agreement for all purposes. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. The parties shall have, in addition to the rights and remedies provided by this Agreement, all those allowed by all applicable laws, all of which shall be in extension of and not in limitation -of- ho der. 19.7. Waivers. Except as herein expressly provided, no waiver by either party of any breach of this Agreement, or of any warranty or representation hereunder, shall be deemed to be a waiver by the same party of any other breach of any kind or nature (whether preceding or succeeding the breach in question, and whether or not of the same or similar nature). (1) No acceptance by a party of payment or performance after any such breach shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder, whether or not the party knows of the breach when it accepts such payment or performance. (2) No failure by a party to exercise any right it may have under this Agreement or under law upon another party's default, and no delay in the exercise of that right, shall prevent it from exercising the right whenever the other party continues to be in default. No such failure or delay shall operate as a waiver of any default or as a modification of the provisions of this Agreement. 26 19.8. Construction Against Drafter. It is acknowledged that each of the parties have had substantial input individually, and by their attorneys, into the drafting of this agreement. It is therefore agreed that the Agreement shall not be construed for or against either of the parties based upon the identity of the drafter of the final Agreement. 19.9. Execution By 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. 19.10. Memorandum of Development Agreement. McGraw -Hill shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit H in the office of the Recorder of Dubuque County, Iowa. McGraw -Hill shall pay the costs for so recording. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.] 27 CITY OF DUBUQUE, IOWA By: Roy 'Buol, Mayor By:' rc�';Nrre: eanne Schneider, City Clerk F:\ USERS \blindahl\Agreements \McGraw Hill \McGraw Hill Port of Dubuque\ DevelopmentAgreementMcGrawHillFinal061606jao .doc Last saved by Tracey Stecklein; 6/16/2006 10:55 AM THE MCGRAW -HILL COMPANIES, INC. B 9,41X t 28 Exhibit A The Urban Renewal Plan 29 URBAN RENEWAL PLAN Greater Downtown Urban Renewal District (A merger of the Downtown Dubuque and Ice Harbor Urban Renewal Districts) City of Dubuque, Iowa This Urban Renewal Plan provides for the merger of the Downtown Urban Renewal Area Project Number Iowa R -15, originally established by Resolution 123 -67 by the City Council of the City of Dubuque, Iowa on May 18, 1967 and subsequently amended and restated by Resolution 79- 71 on March 15, 1971, by Resolution 73 -74 on March 11, 1974, by Resolution 107 -82 on May 3, 1982, by Resolution 191 -84 on June 25, 1984, by Resolution 371 -93 on December 6, 1993, by Resolution 145 -94 on May 2, 1994, by Resolution 479 -97 on November 17, 1997, by Resolution 476 -98 on October 19, 1998 and by Resolution 187 -02 on April 1, 2002, with the Ice Harbor Urban Renewal District, originally established by Resolution 403 -89 of the City Council of the City of Dubuque, Iowa on December 18, 1989 and subsequently amended and restated by Resolution 241 -00 on June 5, 2000 and by Resolution 114 -02 on March 4, 2002, that merger adopted by Resolution 170 -04 on April 19, 2004. 30 Prepared by the Economic Development Department April 2004 31 TABLE OF CONTENTS A. INTRODUCTION Page 1 B. JUSTIFICATION FOR THE DESIGNATION Page 1 C. OBJECTIVES OF THE PLAN Page 2 D. DISTRICT BOUNDARIES Page 3 E. PUBLIC PURPOSE ACTIVITIES Page 4 F. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 5 1. LAND USE Page 5 2. PLANNING AND DESIGN CRITERIA Page 6 G. LAND ACQUISITION AND DISPOSITION Page 7 H. RELOCATION REQUIREMENTS Page 8 I. FINANCING ACTIVITIES Page 8 J. STATE AND LOCAL REQUIREMENTS Page 10 K. DURATION OF APPROVED URBAN RENEWAL PLAN Page 10 L. SEVERABILITY Page 10 M. AMENDMENT OF APPROVED URBAN RENEWAL PLAN Page 11 N. ATTACHMENTS Page 11 A. INTRODUCTION This URBAN RENEWAL PLAN ( "the Plan ") has been prepared to provide for the merger of two existing Urban Renewal Districts and to stimulate, through public actions, financing and commitments, private investment within the combined area, to be known as the Greater Downtown Urban Renewal District ( "the District "). In order 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, and Chapter 15A of the Iowa Code. This Plan is a merger of the Downtown Dubuque Urban Renewal District Urban Renewal Plan, originally established by Resolution 123 -67 by the City Council of the City of Dubuque, Iowa on May 18, 1967 and subsequently amended by Resolution 79 -71 on March 15, 1971, by Resolution 73 -74 on March 11, 1974, by Resolution 107 -82 on May 3, 1982, by Resolution 191 -84 on June 25, 1984, by Resolution 371 -93 on December 6, 1993, by Resolution 145 -94 on May 2, 1994, by Resolution 479 -97 on November 17, 1997, by Resolution 476 -98 on October 19, 1998 and by Resolution 187 -02 on April 1, 2002 and the Ice Harbor Urban Renewal District Urban Renewal Plan, originally established by Resolution 403- 89 of the City Council of the City of Dubuque, Iowa on December 18, 1989 and subsequently amended and restated by Resolution 241 -00 on June 5, 2000 and by Resolution 114 -02 on March 4, 2002 ( "the Merged Districts "). This Plan shall serve as a new urban renewal plan for the Merged Districts described herein. The Plan shall be viewed as a single plan for purposes of fulfilling the objectives of the Plan. B. JUSTIFICATION FOR THE DESIGNATION The City Council of the City of Dubuque, Iowa has determined that the following blighting conditions, as defined by Chapter 403 of the Iowa Code, Urban Renewal Law, exist within the District: • Undeveloped and underdeveloped land; • A preponderance of deteriorated, dilapidated and obsolete public and private improvements; • A faulty lot layout in relation to the size, adequacy and usefulness of the lots; • Fragmented property ownership patterns; • A lack of public utilities; and • An inadequate street layout. 1 The Council has declared by Resolution of Necessity No. 86 -04 on March 1, 2004 that these factors have substantially impaired and arrested the sound growth of the City of Dubuque and of the area comprising the Merged Districts. C. OBJECTIVES OF THE PLAN The primary OBJECTIVES of the Plan are: 1. The creation of a thriving central business and riverfront district with a compatible mix of viable commercial /retail, office, financial, residential, cultural, recreational and educational activities; 2. The development of an adequate support system for new and expanding river - related tourism activities; 3. The conservation, restoration, renovation or rehabilitation of the historic and architectural character of the District through the establishment of design standards to ensure cohesive and compatible development and redevelopment, the use of appropriate construction techniques, the coordinated administration of appropriate code enforcement efforts and the maximization of all available financial and technical resources; 4. The creation of a safe, healthy and attractive physical environment through the construction or installation of necessary infrastructure and other public improvements or actions supportive of the District; 5. The creation of a safe, efficient, and attractive circulation system for both pedestrian and vehicular traffic; 6. The development of additional and improved parking opportunities in the District supportive of the businesses located within its boundaries and which accommodate the needs of its residents; 7. The creation of financial incentives necessary to encourage private investment and reinvestment in the District; 8. The creation and retention of quality employment opportunities in the District; and 9. The expansion of the existing property tax base of the District. 2 D. DISTRICT BOUNDARIES The District is located within the City of Dubuque, County of Dubuque, State of Iowa. The District includes five separate subareas that have resulted from prior expansions of the Merged Districts: the Town Clock Subarea, the Old Main Subarea, the Upper Main Subarea, the Ice Harbor Subarea A and Ice Harbor Subarea B. Despite this subdivision of the District, this Plan shall be viewed as a single plan and shall be applied to all subareas for purposes of fulfilling the objectives of the Plan. The boundaries of each subarea are as follows: 1. The Town Clock Subarea of the District shall include that area generally bounded on the North by Ninth Street but also including the Iowa Inn property and the public parking lot known as Parking Lot Number 1 located between 9th and 10th Streets east of Iowa Street, on the West by Locust Street including City Lots 623 and 624 (Dubuque Museum of Art), on the South by Fourth Street, and on the East by Central Avenue, including all public rights -of -way. 2. The Old Main Subarea of the District shall include that area generally bounded on the North by Fourth Street, on the West by Locust Street, on the South by the Locust Street Connector and on the East by the U.S. Highway 151/61 right -of -way, including all public rights -of -way. 3. The Upper Main Subarea of the District shall include that area generally bounded on the North by Fourteenth Street, on West by Locust Street, on the South by the Town Clock Subarea and on the East by Central Avenue, including all public rights -of -way. 4. Ice Harbor Subarea A of the District shall include that area generally bounded on the north by the public alley located between the vacated Fourth Street and Third Street, on the west by the Chicago, Central and Pacific Railroad right -of -way, on the south by East First Street and on the east by the municipal limits of the City of Dubuque, Iowa and including any adjoining public right -of -way. 5. Ice Harbor Subarea B of the District shall include that area generally bounded on the north and west by the Chicago, Central and Pacific Railroad right -of -way, on the south by the northerly boundary of 3 Subarea A and on the east by the municipal limits of the City of Dubuque (excluding Lot 1 Adams Co.'s 2nd Addition) and including any adjoining public right -of -way. The boundaries of the District and the subareas 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. E. 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 the following PUBLIC PURPOSE ACTIVITIES: 1. Pre - development planning, including but not limited to activities such as appraisals, architectural and engineering studies, environmental assessment and remediation, and feasibility analysis; 2. Provision of technical support to property owners, businesses and organizations in support and furtherance of the Plan; 3. Use of tax increment financing, loans, grants and other appropriate financial tools in support of eligible public and private conservation, preservation, development and redevelopment efforts including the adaptive re -use of existing structures and code compliance; 4. Preparation of property for conservation, preservation, rehabilitation, development and redevelopment purposes; 5. Development and implementation of a program for the repair, restoration, and renovation of historic buildings and related improvements; 6. Improvement, installation, construction and reconstruction of public facilities and improvements including but not limited to structured parking facilities, other parking facilities, streets, alleys, utilities, convention facilities, Riverwalk and Harborwalk improvements and amenities, boat docks, dredging and other river - related improvements; 7. Improvement, installation, construction and reconstruction of other public improvements including but not limited to the relocation of overhead 4 utility lines, installation of street lights, construction of public rest rooms and water fountains, installation of benches and other streetscape amenities, landscaping and signage; 8. Acquisition of property through negotiation or eminent domain for public improvements or private development and redevelopment purposes; 9. Disposition of land through sale or lease; 10. Relocation or elimination of existing private improvements; 11. Relocation or elimination of existing railroad spur lines; 12. Demolition and clearance of deteriorated, obsolescent and blighting structures and other improvements not found to be of historical or architectural significance, including but not limited to site preparation for redevelopment purposes; and 13. Enforcement of applicable local, state and federal laws, codes and regulations; 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. F. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and all District properties the preservation, conservation, 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. Town Clock Subarea: The intent of this Plan is to promote the preservation, conservation, development and redevelopment of a functional, attractively developed environment to further existing office, financial, commercial /retail, cultural, educational, personal and professional services and residential activities within the Town Clock Subarea. 5 The continued development and enhancement of those land uses permitted within the Downtown Commercial Business District (C -4), the Business District (C -5) and the Office Residential (OR) zones of the City of Dubuque's Zoning Ordinance are encouraged. LAND USE maps (Attachments C -1 and C -2) identify the existing and the proposed land uses within the Town Clock Subarea. b. OId Main Subarea: The intent of this Plan is to promote private investment and reinvestment in a variety of commercial /retail, entertainment and residential uses while furthering existing commercial /retail, personal and professional services, entertainment and residential activities within the OId Main Subarea. The continued development and enhancement of those land uses permitted within the Downtown Commercial Business District (C -4) and Business District (C -5) zones of the City of Dubuque's Zoning Ordinance are encouraged. LAND USE maps (Attachments C -3 and C -4) identify the existing and the proposed land uses within the Old Main Subarea. c. Upper Main Subarea: The intent of this Plan is to promote the preservation, conservation, development and redevelopment of this downtown neighborhood of residential, office and commercial /retail uses. The continued development and enhancement of those land uses permitted within the Downtown Commercial Business District (C -4), the Business District (C -5), the Office Residential (OR) and Office Service (OS) zones of the City of Dubuque's Zoning Ordinance are encouraged. LAND USE maps (Attachments C -5 and C -6) identify the existing and the proposed land uses within the Upper Main Subarea. d. Ice Harbor Subareas A and B: The intent of this plan is to encourage a mix of residential, commercial /retail, recreational and educational uses in these Subareas. An adopted Planned Unit Development ordinance shall regulate land uses and zoning in the Ice Harbor Subareas A and B. LAND USE maps (Attachments C -7 and C -8) identify the existing and the proposed land uses within the Ice Harbor Subareas A and B. 2. PLANNING AND DESIGN CRITERIA: a. Town Clock, Old Main and Upper Main Subareas: The planning and design criteria to be used to guide the physical development and redevelopment of the Town Clock, Old Main and Upper Main Subareas are those standards and guidelines contained within the City of Dubuque's Zoning Ordinance and other applicable local, state and federal codes and ordinances subject to the conditions contained in this subsection. b. Ice Harbor Subareas A and B: The planning and design criteria to be used to guide the physical development and redevelopment of the Ice Harbor Subareas A and B shall be the Port of Dubuque Master Plan Design Standards attached hereto as Attachment D. c. Historic Preservation Commission Review: Additionally, the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Structures shall be used to guide the exterior modifications of historic and architecturally significant properties financed in whole or in part by the City of Dubuque and the improvement, installation, construction or reconstruction of public improvements in the District. Said projects shall be reviewed by the Historic Preservation Commission for compliance with the above referenced standards. d. Off - Premise Signage: No off - premise signage shall be allowed in the Ice Harbor Subareas A and B. e. Overhead Utility Lines: No new overhead utility lines shall be installed within the District where underground placement is feasible. G. 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 Acquisition: The City may acquire property for private development or redevelopment by contractual agreement or by right of eminent domain. The City 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. No properties are identified for acquisition in this Plan. 7 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 and redevelopers 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 and redevelopers 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, standards and criteria for achieving the objectives and requirements outlined in this Plan. H. RELOCATION REQUIREMENTS Relocation assistance in accordance with applicable provisions of Chapter 316 of the Iowa Code, Highway Relocation Assistance Law, will be provided in the event that an existing business or residence is displaced by publicly supported development or redevelopment activities. I. FINANCING ACTIVITIES To meet the OBJECTIVES of this Plan and to encourage the development and redevelopment of the District and private investment therein, the City of Dubuque is prepared to provide financial assistance to qualified industries, businesses and housing developers 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, businesses and housing developers 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 entities. 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 8 shall consider one or more of the factors set forth in Section 15A.1 of the Iowa Code on a case -by -case basis. 2. Tax Increment Financing: 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 Section E 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 public improvements 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 Tess taxes during the duration of this Plan than they would have if this Plan were not implemented. Tax increment financing will provide a Tong -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; b. Construction of any of the public improvements, amenities and facilities contemplated by the Plan within the District, including pre - development planning, environmental assessment and remediation, feasibility analysis and engineering costs; c. Acquisition, installation, maintenance and replacement of public improvements throughout the District including but not limited to street lights, benches, landscaping, appropriate signage and rest rooms; d. Acquisition of land and /or buildings and preparation of same for sale to private developers, including any "write down" of the sale price of the land and /or building; 9 e. Preservation, conservation, development or redevelopment of buildings or facilities within the District to be sold or leased to qualifying for - profit and not - for - profit organizations, developers and businesses; f. Loans or grants to qualified entities 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 of local, 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 $75,000,000. Current indebtedness is approximately $39,000,000. At the time of adoption of this Plan, the City of Dubuque's current general obligation debt is $25,670,000 (a list of obligations is found as Attachment E) and the applicable constitutional debt limit is $121,793,282. J. 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. K. DURATION OF APPROVED URBAN RENEWAL PLAN 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 10 reimbursement from all incremental taxes for its advances and principal and interest payable on all Tax Increment Financing or general obligations issued to carry out the OBJECTIVES of the Plan. 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. L. 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 shall be construed and implemented as if such provision had never been contained herein. M. 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, Urban Renewal Law. Any change effecting any property or contractual right can be effectuated only in accordance with applicable state and local law. N. ATTACHMENTS The following attachments are a part of this Plan: Urban Renewal District Map, with Subareas B Public Activity Area Map C Land Use Maps C -1 Town Clock Subarea Existing Land Use Map C -2 Town Clock Subarea Proposed Land Use Map C -3 Old Main Subarea Existing Land Use Map C -4 Old Main Subarea Proposed Land Use Map C -5 Upper Main Subarea Existing Land Use Map C -6 Upper Main Subarea Proposed Land Use Map 11 C -7 Ice Harbor Subareas A and B Existing Land Use Map C -8 Ice Harbor Subareas A and B Proposed Land Use Map D Port of Dubuque Master Plan Design Standards E List of Current General Obligation Debt F:\ USERS\ Pmyhre\ WPDOCS\ UR\ DWNTWN- ICEHARBOR \greaterdowntownplan.doc F: \USERS \Pmyhre \W PDOCS \U R \DOWNTOWN \downtown - iceharborplan.doc 12 Exhibit B Site Plan 13 I McGraw MITI • Dubuque, IA Gensler 4,11 IL ® to 90 1 ® ® ® ® ® ® ® ® ® ® ® ® ® ® N) ® PFR490 LAT - 8125'kl6 +OAOF6 �I11 11 11111Ifi Ir il'tm11111 14 A CACCR !KING AREA PRLPER1Y: 0016 ACRES 4 -03049 OFFICE 21JI00P+0 ,0069 (3=y =AING4 9901119 9 90 9196 26 STFLL> + 3 ■09 STALLS A. ST • mmunoormoraramememamommumormsm- 1111 1111E4 IIIIIIIIIII PAINING LOT 98 S 92 T+ 4 STFtLSFLL9 /IIIII/rhfl;. • NS' -C 1 BELL STREET, - -- __ tc 44 ® 9 ? 9 9 ^ 9__• Jllllllllllllllllllllll1_,. i 0 • 5111, PLAN 9091-28 June 15, 2006 Exhibit C City Attorney's Opinion (Section 3.6) 15 BARRY A. LINDAHL, ESQ. CITY ATTORNEY (DATE) RE: Dear THE CITY OF BU U 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. BAL:tls 16 Very sincerely, Barry A. Lindahl, Esq. City Attorney Exhibit D City's Certificate (Section 4.1) 17 MVM Letterhead 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 to the best of my knowledge: 1. No action in condemnation, eminent domain or public taking proceedings are now pending or contemplated against the Property; 2. No ordinance or hearing is now or before any local governmental body which either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against Property; 3. City has good and marketable fee simple title interest to the Property; 4. 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; 5. The Property will as of the date of closing be free and clear of all liens, security interests, encumbrances; 6. 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 the time of closing confirming the representation contained herein; 18 7. All City utilities necessary for the development and use of the Property as provided in the Agreement adjoin the Property, and McGraw -Hill shall have the right to tie into said utilities upon payment of City's connection fees; 8. 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 which shall in anyway be binding upon Developer; 9. City shall exercise its best efforts to cooperate with Developer in the development process; 10. City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion; 11. 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 other than as described in the environmental reports that City has provided to Developer, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws; 12. There are no fees or other charges payable by Developer for City utilities serving the Property, as a result of utility hook -ups, other than the fees for connecting to and installing meters with regard to such utilities; and 13. The property is properly zoned for the use described in the Agreement. Very sincerely, 19 Exhibit E Opinion of McGraw-Hill Counsel (Section 4.8) 20 Mayor and City Councilmembers City Hall 13t and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for , (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa ( "City ") dated for reference purposes the day of , 20_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion- that: - 1. Developer is a limited liability company organized and existing under the laws of the State of and has full power and authority to execute, deliver and perform in full Development Agreement. Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the articles of incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which the Developer is a party or by which Developer's property is bound or subject. 3. There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by 21 any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer's ability to perform Developer's obligations thereunder. Very truly yours, 22 Exhibit F Deed (Section 6.1) 23 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 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. of the City Council of the City of Dubuque adopted the day of 20_, 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 day of , 20_ (the Agreement), a memorandum of which was recorded on the day of , 20_, in 24 the records of the Recorder of Dubuque County, Iowa, Instrument Number 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 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 25 Attest: By: Roy D. Buol, Mayor By: Jeanne F. Schneider, City Clerk 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 26 Exhibit G City Affidavit (Section 6.4) [To be provided by McGraw-Hill prior to closing] 27 Exhibit H Memorandum of Development Agreement (Section 19.10) 28 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 29 By: By: Roy D. Buol, Mayor 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 30 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 F: \USERS \DHeiar\McGraw Hill\DevelopmentAgreement McGraw Hill 6- 16- 06.doc 31 Prepared by: Barry A. Lindahl. Esq. 300 Main Street Suite 330. Dubuque IA 52001 563583-4113 Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563583-4113 RESOLUTION NO. 217-06 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 AUTHORIZATION OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH MCGRAW HILL COMPANIES, 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 of Riverwalk 6th Addition in the City of Dubuque, Iowa And Whereas, City, McGraw Hill Companies, 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, 13th and Central Avenue, Dubuque, Iowa, pursuant to which City will convey a part of the Property to McGraw Hill Companies, 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 part of the Property to McGraw Hill Companies, Inc.; and Whereas, it is deemed necessary and advisable that City should authorize Urban Renewal Tax Increment Revenue obligations, as authorized 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 McGraw Hill Companies, 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 the authorization of Urban Renewal Tax Increment Revenue obligations and the execution of the Development Agreement relating thereto with McGraw Hill Companies, 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 Greater Downtown Economic Development District, consisting of the funding of economic developments grants to McGraw Hill Companies, 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 will be $6,300,000 more or less. 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. {(j/~ Ann E. Michalski. Mayor Pro-Tern