First Supply Expansion Industrial Center West
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MEMORANDUM
August 2, 2006
TO:
FROM:
The Honorable Mayor and City Council Members
Michael C. Van Milligen, City Manager
SUBJECT: Expansion of First Supply LLC at the Dubuque Industrial Center West
Economic Development Director David Heiar is recommending that a public hearing be
set for September 18, 2006, to consider selling five acres of land in Dubuque Inqustrial
Center West to First Supply LLC to construct a 30,000 square foot distribution
warehouse.
Lconcur with the recommendation and respectfully request Mayor and City Council
approval.
(2'2Lv~ [r:,71L-
Mictiael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
)
CITY OF DUBUQUE, IOWA
MEMORANDUM
August 1, 2006
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development DirectorCDf1/r.4,
SUBJECT: Expansion of First Supply LLC at the Dubuque Industrial Center
West
INTRODUCTION
This memorandum presents for City Council consideration a resolution initiating
disposition of approximately 5 acres identified on the attached exhibit to First Supply
LLC, who will be constructing a 30,000 square foot distribution warehouse. The
attached resolution sets a public hearing on the disposition of this property for
September 18, 2006.
BACKGROUND
City staff has worked with the Greater Dubuque Development Corporation and First
Supply LLC on an expansion of their current distribution warehouse located at 2400
Kerper Blvd.
The expansion of this local facility is expected to help retain the company's 22 current
employees and possibly create additional employment opportunities. Since the
company is not able to add at least 10 new employees, this expansion project does not
meet the City's minimum threshold requirements for financial incentives.
DISCUSSION
The attached Development Agreement establishes the terms of the sale of the property
to First Supply LLC. The key elements of the agreement include the following:
1) The purchase price is $100,000 per acre for 5 acres.
2) The property will be conveyed on or before September 30, 2006.
3) The company must construct a building of approximately 30,000 square feet
costing approximately $1,500,000. Construction must begin within 3 months of
the closing.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
~
RECOMMENDATION
I recommend that the City Council set for public hearing the disposition of the Dubuque
Industrial Center West property to First Supply LLC for the purpose of constructing an
30,000 sq. ft. Distribution Warehouse. 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:IUSERSIDHeiarlFirst SupplylCouncil memo to MVM 8-1-06.doc
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. 360-06
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE,
SETTING A TIME AND PLACE FOR HEARING ON A DEVELOPMENT AGREEMENT
RELATING THERETO WITH FIRST SUPPLY LLC 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 3 of Dubuque Industrial Center West 5th Addition in the City of Dubuque, Iowa;
and
Whereas, City and First Supply LLC 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 the Property to First Supply LLC; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement, including the conveyance of
the property to First Supply LLC; 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 First Supply LLC pursuant to the Development Agreement.
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 approve the Development Agreement and dispose
of the foregoing-described Property, to be held on the 21st day of August, 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 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 4. That the notice of the proposed action shall be in substantially the
form attached hereto.
Passed, approved and adopted this 7th day of August, 2006.
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider, City Clerk
NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF
THE EXECUTION OF A DEVELOPMENT AGREEMENT WITH FIRST SUPPLY LLC
AND DISPOSING OF THE CITY'S INTEREST IN CERTAIN REAL ESTATE
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will
hold a public hearing on the 21st day of August, 2006, at 6:30 p.m. in the Carnegie-Stout
Public Library Auditorium, 360 West 11th Street, Dubuque, Iowa, at which meeting the
City Council proposes to take action approving a Development Agreement with First
Supply LLC and disposing of the City's interest by Deed to First Supply LLC of the
following described real estate:
Lot 1 of 3 of Dubuque Industrial Center West 5th Addition in the City of Dubuque, Iowa.
At the meeting, the City Council will receive oral and written objections from any
resident or property owner of said City to the above action. After all objections have
been received and considered, the City Council may at this meeting or at any
adjournment thereof, take additional action for the disposition of the City's interest in
such real estate above, the approval of the Development Agreement, or will abandon
the proposal. By order of the City Council said hearing and appeals there from shall be
held in accordance with and governed by the provisions of Section 403.9 of the Code of
Iowa.
This notice is given by order of the City Council of the City of Dubuque, Iowa, as
provided by Chapter 403 of the Code of Iowa.
Dated this _ day of August 2006.
Jeanne F. Schneider
City Clerk of Dubuque, Iowa
F:\USERSIDHeiarlFirst Supply\First Supply Resolution Selling Public Hearing on DA.doc
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
FIRST SUPPLY LLC
This Development Agreement ("Agreement"), dated for reference purposes as
of the _ day of August, 2006, by and between the City of Dubuque, Iowa, an Iowa
municipal corporation ("City"), acting under authorization of Iowa Code Chapter 403, as
amended ("Urban Renewal Act"), and First Supply LLC, a Wisconsin limited liability
company, with its principal place of business in La Crosse, Wisconsin ("Developer").
WHEREAS, in furtherance ofthe objectives ofthe Urban Renewal Act, City has
undertaken an Urban Renewal project (the Project) to advance the community's
ongoing economic development efforts; and
WHEREAS, the Project is located within the Dubuque Industrial Center
Economic Development District (the Project Area); and
WHEREAS, as of the date of this Agreement there has been prepared and
approved by City an Urban Renewal Plan for the Project Area consisting of the Urban
Renewal Plan for the Dubuque Industrial Center Economic Development District,
approved by the City Council of City on May 2, 1988, and as subsequently amended
through and including the date hereof, (as amended, attached hereto as Exhibit A) (the
Urban Renewal Plan); and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of
this Agreement and in the form attached hereto, has been recorded among the land
records in the office of the Recorder of Dubuque County, Iowa; and
WHEREAS, Developer has proposed to relocate an existing business to the
Project Area ; and
WHEREAS, Developer has requested that City sell to Developer 5 acres in
Dubuque Industrial Center West 5th Addition in the City of Dubuque, Dubuque County,
Iowa, together with all easements, tenements, hereditaments, and appurtenances
belonging thereto ("the Property"), as the Property is shown on the attached and
incorporated Exhibits 8 and 8-1, so that Developer may develop the Property for and
in accordance with this Agreement; and
WHEREAS, City believes that the development of the Property pursuant to this
Agreement, and the fulfillment generally of this Agreement, are in the vital and best
interests of City and in accord with the public purposes and provisions of the applicable
federal, state and local laws and the requirements under which the Project has been
undertaken.
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree with
the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The purchase price for the Property ("the Purchase Price")
shall be the sum of One Hundred Thousand and NO/100 Dollars ($100,000.00) per
acre, which shall be due and payable on September 30,2006, as adjusted by closing
prorations and adjustments pursuant to Section 1.9 or on such other date as the
parties may mutually agree ("Closing Date").
1.2 Title: Survev to be Delivered. City agrees to convey marketable fee simple title
in the Property to Developer subject only to easements, restrictions, conditions and
covenants of record and as set forth in this Agreement.
(1) City at its sole cost and expense shall deliver to Developer an abstract of
title ("Abstract") 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. The
Abstract shall become the property of Developer when the Purchase Price is
paid in full.
(2) City, at its sole cost and expense, shall deliver to Developer a current
survey ("Survey") by a reputable surveyor or civil engineer licensed in the State
of Iowa, certifying as to the Property boundaries and locating all easements and
encumbrances, both of record and apparent, and certified as true and accurate.
The Survey shall further certify that no portion of the Property is located within
wetlands or 1 OO-year floodplain, state the area in both acres and square feet
and include applicable setbacks. The Survey shall be delivered to Developer
within twenty (20) days following the date of this Agreement. If any subdivision
approvals, map submission or other governmental process is required to legally
subdivide the Property and convey said Property to Developer, City shall be
responsible for same at City's sole cost and expense and City's completion of
such approval process shall be a further condition precedent to Developer's
obligation to close. At Developer's discretion and at Developer's sole expense,
Developer shall have the right to contract with the surveyor performing the
Survey for City to require additional upgrades to the Survey to conform with
AL T A survey standards.
(3) Developer shall have twenty (20) days after receipt of the final of the
Abstract or Survey to render objections to title based on review of the Abstract
and Survey, including any easements or other encumbrances not satisfactory to
Developer, in writing to City. City shall have twenty (20) days from the date it
receives such objections to have the same removed or satisfied. If City shall
fail to have such objections removed within that time, Developer may, at its sole
discretion, (a) terminate this Agreement without any liability on its part, (b) take
title subject to matters subject of Developer's objections, or (c) extend the
Closing Date to a date mutually agreed upon by the parties. City agrees to use
its best reasonable efforts to promptly satisfy any such objections.
1.3 Riqhts of Inspection. Testinq and Review. Except as otherwise expressly stated
in this Agreement, City shall deliver the Property in its "as is" condition. Developer, its
consultants, engineers, contractors, counsel, accountants, agents and other
representatives, shall have full and continuing access to the Property and all parts
thereof, upon reasonable notice to City 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 Developer shall
consider appropriate, provided that Developer shall hold City harmless and fully
indemnify City against any damage, claim, liability or cause of action arising from or
caused by the actions of Developer, its agents, or representatives upon the Property,
and provided Developer shall obtain and maintain insurance as set forth in the
attached Insurance Schedule. Developer 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. In the event that the
closing does not occur on the Closing Date, or any extension agreed upon by the
parties, Developer shall within thirty (30) days from the Closing Date or latest extension
thereof, at its sole expense, restore the Property to the condition it was in prior to any
such work by Developer to the reasonable satisfaction of City. All inspection, testing,
engineering, and such other work performed by Developer pursuant to this section
shall be solely at Developer's expense.
1.4 Representations of Citv. In order to induce Developer to enter into this
Agreement and purchase the Property, City hereby represents and warrants to
Developer that to the best of City's knowledge:
(1) 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 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 the Property.
(3) City has good and marketable fee simple title to the Property.
(4) There are no notices, orders, suits, judgments or other proceedings
relating to fire, building, zoning, air pollution or health violations that have not
been corrected, nor does City have any notice or knowledge of any condition
existing on the Property or on lands adjacent thereto, which if reported to an
appropriate governmental agency would give rise to a notice, order, suit or other
proceeding. City shall notify Developer 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 City has actual notice.
(5) The Property will as of the date of closing be free and clear of all liens,
security interests, encumbrances, leases and other restrictions.
(6) The Property is zoned PI, Industrial Planned Use Development, which
zoning is consistent with Developer's intended use as stated at Section 2.1 of
this Agreement.
1.5 Conditions to Closinq. The closing of the transaction contemplated by this
Agreement and all obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall be
correct as of the Closing Date with the same force and effect as if such
representations were made at such time.
(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) Developer, in its sole and absolute discretion, shall have completed and
approved of any inspections done by Developer hereunder.
(4) Developer and/or City shall have obtained any and all necessary
governmental approvals, including, without limitation, approval of zoning and
subdivision, which might be necessary or desirable in connection with the sale
and transfer of the Property. Any conditions imposed as a part of the zoning,
platting or subdivision must be satisfactory to Developer, in its sole opinion.
City shall cooperate with Developer in attempting to obtain any such approvals
and shall execute any documents necessary for this purpose, provided that City
shall bear no expense in connection therewith.
(5) City shall have 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.
(6) Developer shall be in material compliance with all the terms and
provisions of this Agreement.
(7) Developer shall have furnished City with evidence, in a form satisfactory
to City (such as a letter of commitment from a bank or other lending institution),
that Developer has firm financial commitments in an amount sufficient, together
with equity commitments, to complete the Minimum Improvements (as defined
herein) in conformance with the Construction Plans (as defined herein), or City
shall have received such other evidence of Developer's financial ability as the
reasonable judgment of the City requires.
(8) Receipt of an opinion of counsel to Developer in the form attached
hereto as Exhibit C.
1.6 Closina. The closing of the purchase and sale shall take place on the Closing
Date. Possession of the Property shall be delivered on the Closing Date.
1.7 Citv's Obliaations at Closina. At or prior to the Closing Date, City shall:
(1) Deliver to Developer, City's duly recordable Special Warranty Deed to
the Property in the form attached hereto as Exhibit D ("Deed") conveying to
Developer marketable fee simple title to the Property and all rights appurtenant
thereto subject only to easements, restrictions, conditions and covenants of
record and as set forth in this Agreement.
(2) Deliver to Developer the Abstract to the Property.
(3) Deliver to Developer such other documents as may be required by this
Agreement, all in a form satisfactory to Developer.
1.8 Deliverv of Purchase Price; Obliaations At Closina. At closing, and subject to
the terms, conditions, and provisions hereof and the performance by City of its
obligations as set forth herein, Developer shall pay the Purchase Price to City required
by Section 1.1 hereof.
1.9 Closina Costs. The following costs and expenses shall be paid in connection
with the closing:
(1) City shall pay:
(a) The transfer fee imposed on the conveyance.
(b) A pro rata portion of all taxes as provided in Section 1.10.
(c) The cost of recording the satisfaction of any existing mortgage
and any other document necessary to make title marketable.
(d) All special assessments whether levied, pending or assessed.
(e) City's attorneys' fees.
(f) City's broker and/or real estate commissions and fees, if any.
(g) The cost of recording the satisfaction of any existing mortgage
and any other document necessary to make title marketable.
(2) Developer shall pay the following costs in connection with the closing:
(a) The recording cost necessary to record the Deed.
(b) Developer's attorneys' fees.
(c) Developer's broker and/or real estate commissions and fees, if
any.
1.10 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years which
end prior to the Closing Date. Real estate taxes for the fiscal year in which the Closing
Date occurs shall be prorated between City and Developer to the Closing Date on the
basis of a 365 day calendar year. Developer shall pay all real estate taxes due in
subsequent fiscal years.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer hereby agrees to construct on
the Property a distribution center with outside fence and screened storage areas and
to be used for office, warehouse and/or showroom purposes of not less than thirty
thousand (30,000) square feet of floor space along with necessary site work all at a
cost of not less than One Million Five Hundred Thousand Dollars ($1,500,000)
("Minimum Improvements").
2.2 Plans for Construction of Minimum Improvements. Plans and specifications
with respect to the development of the Property and the construction of the Minimum
Improvements thereon shall be in conformity with this Agreement and all applicable
State and local laws and regulations. Prior to closing, Developer shall submit to City,
for approval by City, plans, drawings, specifications, and related documents
(collectively, "Construction Plans") with respect to the improvements to be constructed
by Developer on the Property. All work with respect to the improvements shall be in
substantial conformity with the Construction Plans approved by City prior to closing.
City will not unreasonably refuse to approve Developer's Construction Plans nor delay
exercise of discretion with respect to same.
2.3 TiminQ of Improvements. Developer hereby agrees that construction of the
Minimum Improvements on the Property shall be commenced within three (3) months
after the Closing Date, and shall be substantially completed within twelve (12) months
after such commencement date. The time frames for the performance of these
obligations shall be suspended for any delays caused by acts of God including, but not
limited to, extreme weather conditions and/or other natural causes, casualty, labor
problems (including, but not limited to, strikes, walk-outs, picketing, boycotts and
shutdowns), governmental restriction upon the availability or use of labor or materials,
or, insurrection, embargoes, or extraordinary delays in providing necessary consents or
approvals. The time for performance of such obligations shall be extended only for the
period of the forced delay.
2.4 Certificate of Completion. Promptly upon completion of the Minimum
Improvements in accordance with those provisions of this Agreement relating solely to
the obligations of Developer to construct the Minimum Improvements (including the
dates for beginning and completion thereof), City shall furnish Developer with an
appropriate instrument so certifying. Such certification ("Certificate of Completion")
shall be in recordable form and shall be a conclusive determination of City's
satisfaction with the Minimum Improvements and a full and complete termination ofthe
agreements and covenants in this Agreement and in the Deed with respect to the
obligations of Developer, except as expressly stated to survive termination hereof. The
Certificate of Completion shall expressly waive all rights of revestment of title in City as
provided in Section 4.3.
SECTION 3. COVENANTS OF DEVELOPER
3.1 Real Property Taxes. Developer shall pay, when due, all real property taxes
and assessments payable with respect to all and any parts of the Property during
Developer's ownership of the Property.
3.2 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all
times during the process of constructing the Minimum Improvements (and, from
time to time at the request of City, furnish City with proof of insurance in the
form of a certificate of insurance for each insurance policy):
(a) Special perils builder's risk insurance, written on a Completed
Value Form in an amount equal to one hundred percent (100%) of the
replacement value when construction is completed;
(b) Insurance as set forth in the attached Insurance Schedule.
(2) Upon completion of construction of the Minimum Improvements and up
to the Termination Date, Developer shall maintain, or cause to be maintained,
at its cost and expense (and from time to time at the request of City shall furnish
proof of insurance in the form of a certificate of insurance), special perils
property insurance against loss and/or damage to the Minimum Improvements
under an insurance policy written in an amount not less than the full insurable
replacement value of the Minimum Improvements less reasonable and usual
deductible or coinsurance. The term "replacement value" shall mean the actual
replacement cost of the Minimum Improvements (excluding foundation and
excavation costs and costs of underground flues, pipes, drains, landscaping,
parking and/other paved areas and other uninsurable items) and equipment,
and shall be reasonably determined from time to time at the request of City, but
not more frequently than once every three (3) years.
(3) Developer agrees to promptly notify City in the case of damage
exceeding $50,000.00 to the Minimum Improvements or any portion thereof
from fire or other casualty. The net proceeds of any such insurance ("Net
Proceeds") shall be paid directly to Developer or Developer's mortgagee, as
their interests may appear. Developer shall forthwith repair, reconstruct and
restore the Minimum Improvements to substantially the same or an improved
condition or value as they existed prior to the event causing such damage and,
to the extent necessary to accomplish such repair, reconstruction and
restoration, Developer will apply the Net Proceeds of any insurance relating to
such damage received by Developer to the payment or reimbursement of the
costs thereof, subject, however, to the terms of any mortgage encumbering title
to the Property. Developer shall complete the repair, reconstruction and
restoration of the Minimum Improvements whether or not the Net Proceeds of
insurance received by Developer for such Purposes are sufficient.
3.3 Preservation of ProDertv. Developer shall 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 necessary repairs, replacements, renewals
and additions.
3.4 Conflict of Interest. Developer agrees that no member, officer or employee of
City, or its designees or agents, nor any consultant or member of the governing body
of City, and no other public official of City who exercises or has exercised any functions
or responsibilities with respect to the Property and/or Developer's intended
development thereof 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 this Agreement, or in any activity,
or benefit therefrom, which is part thereof at any time during or after such person's
tenure.
3.5 Nontransferabilitv. Until such time as the Minimum Improvements are complete
(as certified by City under Section 2.4), this Agreement may not be assigned by
Developer nor may the Property be transferred by Developer to another party without
the prior written consent of City, which consent shall not be unreasonably withheld.
3.6 Restrictions on Use. Developer agrees that Developer shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the PUD Planned Unit Development District, a true, correct and
complete copy of which has been, or will be delivered to Developer prior to
Developer's execution hereof; and
(2) Not discriminate upon the basis of race, religion, color, sex, national
origin, age or disability in the sale, lease, rental, use or occupancy of the
Property or any improvements erected or to be erected thereon, or any part
thereof.
The provisions of this Section 3.6 shall survive the termination of this Agreement.
Developer shall deliver to any successor or assign of Developer a copy of the use
restrictions referenced in (1) and inform such successor or assign of its obligations
under (2).
3.7 Release and Indemnification Covenants.
(1) Developer releases City and the governing body members, officers,
agents, servants and employees thereof (hereinafter, for purposes of this
Section 3.7, "Indemnified Parties") from and Developer covenants and agrees
that the Indemnified Parties shall not be liable for, and agrees to indemnify,
defend and hold harmless the Indemnified Parties against any loss or damage
to property or any injury to or death of any person occurring at or about or
resulting from any defect in the Minimum Improvements, except as resulting
from the negligence or intentional wrongful act of any Indemnified Parties.
(2) Except for any willful misrepresentation, willful or wanton misconduct or
any unlawful act of the Indemnified Parties, Developer agrees to protect and
defend the Indemnified Parties, now or forever, and further agrees to hold the
Indemnified Parties harmless, from any claim, demand, suit, action or other
proceedings whatsoever by any person or entity whatsoever arising or
purportedly arising from: (i) any violation of any agreement or condition of this
Agreement by Developer (except with respect to any suit, action, demand or
other proceeding brought by Developer against City to enforce its rights under
this Agreement); or (ii) Developer's acquisition, construction, installation,
ownership, and operation of the Minimum Improvements; or (iii) the condition of
the Property and any hazardous substance or environmental contamination first
located in or on the Property, after Developer takes possession of the Property.
(3) The Indemnified Parties shall not be liable for any damage or injury to
the persons or property of Developer or its officers, agents, servants or
employees or any other person who may be about the Minimum Improvements
due to any act of negligence of any person, other than any act of negligence on
the part of any Indemnified Parties.
(4) All covenants, stipulations, promises, agreements and obligations of City
contained in this Agreement shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of City, and not of any governing body
member, officer, agent, servant or employee of City in the individual capacity
thereof.
(5) The provisions of this Section 3.7 shall survive the termination of this
Agreement.
3.8 Compliance With Laws. Developer shall comply with all laws, rules and
regulations relating to its businesses, other than laws, rules and regulations the failure
to comply with which or the sanctions and penalties resulting therefrom, would not
have a material adverse effect on the business, property, operations, financial or
otherwise, of Developer.
SECTION 4. EVENTS OF DEFAULT AND REMEDIES
4.1 Events of Default Defined. Upon the occurrence of one or more of the
following, together with the giving of such notice and failure to timely effectuate cure as
required in Section 4.2 below, shall be an "Event of Default" under this Agreement.
Such events are:
(1) Failure by Developer to pay, before delinquency, all real property taxes
assessed with respect to the Minimum Improvements and the Property except if
Developer in good faith is contesting the amount of taxes.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms,
conditions and limitations of this Agreement.
(3) Failure by Developer to cause the Minimum Improvements to be
reconstructed when required pursuant to this Agreement.
(4) Transfer of any interest by Developer of the Minimum Improvements in
violation of the Section 3.5 of this Agreement.
(5) Failure by Developer or City to substantially observe or perform any other
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
(6) Commencement of foreclosure proceedings by the holder of any
Mortgage on the Property, or any improvements thereon, or any portion thereof,
as a result of any default under the applicable Mortgage documents.
(7) Developer shall:
(a) File any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under the United States Bankruptcy Act of 1978, as
amended, or under any similar federal or state law; or
(b) Make an assignment for the benefit of its creditors; or
(c) Admit in writing its inability to pay its debts generally as they
become due; or
(d) Be adjudicated a bankrupt or insolvent; or if a petition or answer
proposing the adjudication of Developer as a bankrupt or its
reorganization under any present or future federal bankruptcy act or any
similar federal or state law shall be filed in any court and such petition or
answer shall not be discharged or denied within ninety (90) days after
the filing thereof; or a receiver, trustee or liquidator of Developer or ofthe
Minimum Improvements, or part thereof, shall be appointed in any
proceedings brought against Developer, and shall not be discharged
within ninety (90) days after such appointment, or if Developer shall
consent to or acquiesce in such appointment.
4.2. Remedies on Default bv Developer. Whenever any Event of Default referred to
in Section 4.1 occurs during the term of this Agreement and is continuing, City, as
specified below, may take anyone or more of the following actions atter (except in the
case of an Event of Default under subsection (7) of said Section 4.1) the giving of one
hundred eighty (180) days' written notice by City to Developer (and the holder of any
mortgage encumbering any interest in the Property of which City has been notified of
in writing) of the Event of Default, but only if the Event of Default has not been cured
within said one hundred eighty (180) days, or if the Event of Default cannot be cured
within one hundred eighty (180) days and the Developer does not provide assurances
to City reasonably satisfactory to City that the Event of Default will be cured as soon as
reasonably possible:
(1) City may suspend its performance under this Agreement until it receives
assurances from Developer, deemed adequate by City, that Developer will cure
its default and continue its performance under this Agreement;
(2) City may withhold the Certificate of Completion; or
(3) City may take any action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments due
under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant of Developer under this Agreement.
4.3 Revestina Title in the City Upon Happenina of Event Subseauent to
Convevance to Developer. In the eventthat subsequentto conveyance ofthe Property
to Developer by City and prior to receipt by Developer of the Certificate of Completion,
and subject to the terms of any mortgage granted by Developer to secure any loan
obtained by Developer from a commercial lender or other financial institution to fund
the acquisition of the Property or construction of the Minimum Improvements ("First
Mortgage"), if an Event of Default under subsections (2), (3) or (4) of Section 4.1 of this
Agreement occurs and is not cured within the times specified in Section 4.2, then City
shall have the right to reenter 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 4.3, subject only to any superior rights in any holder of a
First Mortgage consented to by City) Developer's interest in the Property as conveyed
by the Deed to Developer (except as provided in Section 4.4 below), it being the intent
of this provision, together with other provisions of this Agreement, thatthe conveyance
of the Property to Developer shall be made upon the condition that (and the Deed shall
contain a condition subsequent to the effect that), in the event of any default under
subsections (2), (3) or (4) of Section 4.1 on the part of Developer and failure on the
part of Developer to cure such default within the period and in the manner stated
herein, City may declare a termination in favor of City of the title and of all Developer's
rights and interests in and to the Property conveyed to Developer, and that such title
and all rights and interests of Developer, and any assigns or successors in interests of
Developer, and any assigns or successors in interest to and in the Property, shall
revert to City (subject to the provisions of Section 4.4 of this Agreement), but only if the
events stated in Section 4.1 of this Agreement have not been cured within the time
period provided above, or, if the events cannot be cured within such time periods,
Developer does not provide assurance to City, satisfactory to City, that the events will
be cured as soon as reasonably possible.
4.4. Resale of Reacquired Propertv: Disposition of Proceeds. Upon the revesting in
City of title to the Property as provided in Section 4.3 of this Agreement, City shall,
pursuant to its responsibility under law, use its best efforts, subject to any rights or
interests in such property or resale granted to any holder of a First Mortgage pursuant
to Agreement and previously consented to by City, 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 to a qualified and responsible party or parties (as determined by
City in its sole discretion) who will assume the obligation of making or completing the
Minimum Improvements or such other improvements in their stead as shall be
satisfactory to City and in accordance with the uses specified for such the Property or
part thereof. Subject to any rights or interests in such property or proceeds granted to
any holder of a First Mortgage pursuant to this Agreement and previously acquiesced
in by City upon such resale of the Property the proceeds thereof shall be applied:
(1) First, to pay and discharge any liens and encumbrances which are prior
to the mortgage(s) previously acquiesced in by City pursuantto this Agreement:
(2) 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
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 ofthe resale as are available shall be used
to pay the principal of and interest on each such mortgage in their order of
priority, or by mutual agreement of all contending parties including Developer,
or by operation of law:
(3) Third, to reimburse City for all allocable costs and expenses incurred by
City, including but not limited to salaries of personnel, in connection with the
recapture, management and resale of the Property or part thereof (but less any
income derived by City from the Property or part thereof in connection with such
management); any payments made or necessary to be made to discharge any
encumbrances or liens (except for mortgage(s) previously acquiesced in by the
City) existing on the Property or part thereof at the time of revesting of title
thereto in City or to discharge or prevent from attaching or bring made any
subsequent encumbrances or liens due to obligations, defaults or acts of
Developer, its successors or transferees (except with respect to such
mortgage(s)); any expenditures made or obligations incurred with respect to the
making or completion of the Minimum Improvements or any part thereof on the
Property or part thereof: and any amounts otherwise owing to City (including
water and sewer charges) by Developer and its successors or transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (i) the sum of
the Purchase Price paid to City for the Property and the cash actually invested
by Developer in making any of the Minimum Improvements on the Property,
less (ii) any gains or income withdrawn or made by Developer from this
Agreement or the Property.
4.5. Subordination. City agrees to subordinate its rights under this Agreement,
including, without limitation, the revesting of title and resale of reacquired property
rights as reserved to City under Sections 4.3 and 4.4 to a first mortgage lender
financing acquisition and/or construction of the Property for Developer. Such
subordination shall provide that if the holder of said mortgage exercises its rights and
remedies against Developer following a default under the mortgage and/or other credit
and security agreements between Developer and such holder, that City's rights under
this Agreement shall be fully subordinated thereto and that the holder of such
mortgage may enter into title and/or cause sale of the Property to a third party
unencumbered by this Agreement.
4.6 No Remedv Exclusive. No remedy herein conferred upon or reserved to either
party to this Agreement is intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative and shall be in addition
to every other remedy given under this Agreement or now or hereafter existing at law
or in equity or by statute. No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time and
as often as may be deemed expedient.
4.7. No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive
any other concurrent, previous or subsequent breach hereunder.
SECTION 5. GENERAL TERMS AND PROVISIONS
5.1 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: (i) delivered in person; (ii) sent by confirmed facsimile
transmission; or (iii) by US registered or certified mail, return receipt requested,
postage prepaid. Notices personally delivered or sent by confirmed facsimile
transmission shall be deemed received when given, if prior to 3 PM recipient's local
time on a business day, otherwise on the next regularly occurring business day.
Notices sent by US registered or certified mail, return receipt requested, postage
prepaid, shall be deemed received three (3) business days after deposit. Notices shall
be addressed as follows:
(1) If to Developer:
Mr. David S. Prahler
First Supply LLC
106 Cameron Avenue, PO Box 1028
La Crosse, WI 54602-1028
Telephone: 608/784-3839
Facsimile: 608/791-3652
(2) If to City:
Michael C. Van Milligen, City Manager
City Hall
50 West 13th Street
Dubuque, IA 52001
Telephone: 563/589-4110
Facsimile: 563/589-4149
or at such other address or facsimile number 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 5.1.
5.2 Bindina Effect. This Agreement shall be binding upon and shall inure to the
benefit of City and Developer and their respective successors and assigns.
5.3 Memorandum of Development Aareement. Developer shall promptly record
Memorandum of Development Agreement in the form attached hereto as Exhibit E in
the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for
so recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed
in its name and behalf by its Mayor and attested by its City Clerk and Developer has
caused this Agreement to be duly executed in its name and behalf on or as of the day
first above written.
CITY OF DUBUQUE, IOWA
FIRST SUPPLY LLC
By:
Roy D. Buol, Mayor
By:
David S. Prahler, Vice President
By:
Jeanne F. Schneider, City Clerk
F:\USERS\tsteckle\LindahllAgreementsIFirst Supply LLC\Development AgreementOB01 OBbalDOC
Last saved by Tracey Stecklein:B/11200B 4:51 :44 PM
INSURANCE SCHEDULE
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY
PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
1. All policies of insurance required hereunder shall be with an insurer authorized
to do business in Iowa. All insurers shall have a rating of A or better in the
current A.M. Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance
notice of cancellation to the City of Dubuque, except for 10 day notice for non-
payment, if cancellation is prior to the expiration date. This endorsement
supersedes the standard cancellation statement on the Certificate of Insurance.
3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque,
Iowa for the coverage required in Paragraph 6 below. Such certificates shall
include copies of the following policy endorsements:
a) Commercial General Liability policy is primary and non-contributing.
b) Commercial General Liability additional insured endorsement.
c) Governmental Immunity Endorsements.
4. Each certificate shall be submitted to the contracting department of the City of
Dubuque.
5. Failure to provide minimum coverage shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required
insurance shall be considered a material breach of this agreement.
6. Developer shall be required to carry the following minimum coverage/limits or
greater if required by law or other legal agreement:
a) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
Products-Completed Operations Aggregate Limit
Personal and Advertising Injury Limit
Each Occurrence Limit
Fire Damage Limit (anyone occurrence)
Medical Payments
$2,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
This coverage shall be written on an occurrence, not a claims made form. Form CG
25040397 "Designated Location (s) General Aggregate Limit" shall be included.
All deviations or exclusions from the standard ISO commercial general liability form
CG 0001, or Business Owners form BP 0002, shall be clearly identified.
INSURANCE SCHEDULE (Continued)
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY
PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
Governmental Immunity Endorsement identical or equivalent to form attached.
Additional Insured Requirement:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities
and their board members, employees and volunteers shall be named as an
additional insured on General Liability Policies using ISO endorsement CG
20260704 "Additional Insured - Designated Person or Organization," or it's
equivalent. - See Specimen
b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory for Coverage A
Employers Liability:
Each Accident
Each Employee - Disease
Policy Limit - Disease
$100,000
$100,000
$500,000
c) UMBRELLA EXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABILITY
Coverage to be determined on a case by case basis by Finance Director.
Completion Checklist
D Certificate of Liability Insurance (2 pages)
D Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
D Additional Insured 20 26 07 04
D Governmental Immunities Endorsement
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmentallmmunitv. The insurance carrier expressly agrees
and states that the purchase of this policy and the including of the City of
Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of
Iowa Section 670.4 as it is now exists and as it may be amended from time to
time.
2. Claims Coveraqe. The insurance carrier further agrees that this policy of
insurance shall cover only those claims not subject to the defense of
governmental immunity under the Code of Iowa Section 670.4 as it now exists
and as it may be amended from time to time. Those claims not subject to Code
of Iowa Section 670.4 shall be covered by the terms and conditions of this
insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be
responsible for asserting any defense of governmental immunity, and may do so
at any time and shall do so upon the timely written request of the insurance
carrier.
4. Non-Denial of Coveraqe. The insurance carrier shall not deny coverage under
this policy and the insurance carrier shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this policy for reasons of
governmental immunity unless and until a court of competent jurisdiction has
ruled in favor of the defense(s) of governmental immunity asserted by the City of
Dubuque, Iowa.
No Other Chanqe in Policy. The above preservation of governmental immunities
shall not otherwise change or alter the coverage available under the policy.
SPECIMEN
POlICY NUIlIlI'I1
~__liilW.UA8IL11'Y
CG2D~Ill'04
THIS eNDORSE_NT CHANGes THE POLleY. PI..liA$S Rl!Al) IT CARSFULL Y.
ADDITIONAL INSURED - DESiGNATED
PERSON OR ORGANIZATION
TIII6 Cl~ I'IlOdIllllS .........,.,.p'_undlIr lhelolbwinQ,
COMMliIlClN. GEIlEAAlltAlll1.lN COveRAGE PART
SCHeDULE
_. Of Addill"'!!!,l~ PimoocI(.io. OrganlUll\ll!l~L
TN City of Dubuque, hlclU(jing ~Il Its ele~ten arcd appoinr.p.d
offlci.l.. oil it. employe.. and volunte$r$. all it$ noords,
tommi..ions .nd/or o.tooritie. ond t\eir b~.rd ~r$.
employees and yol.oteers.
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AC08A, CERTIFICA.TE OF LIABILITY INSURANCE
tSUIISlt-Mn 11lIlI_Tl!IIIiiiiliioASAMAltP
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ACCIlO Ul2to1JOl}
~_TICIft_
IMPORTANT
tf'1(lc:omflQ)(O~l$Ml AOOll.K)NAL INSURED, ItU puIk;~tm) "~~IIf;""I"',A~lllll'Ot
UJllt.I~~notc:ronternghlato"" ~hr.lldllCr in llwd IMjh tllt\.k1fMflI"l1W.
If SUBROGATION 1$ 'IIAM!O. _ to... ..",..... ..._..of"'" ""..... -""'''- ""'f
tvqutfu u.~f4. /4 ....,.,..,.on1li'6~.~,..lI';l..r"' 1igldll;lt;; Uhf..........
hcIdtiI iOtitf/lO Ofsucr l!1M'..~nt(A).
DlSCl.AllIIER
(he ~ ofintut.ance oohtteWttU ...mll bm ckJcIi fl(I( Wi1Jl.fWW.u: ~ ~t
...tllUlrultmr,,(8I._ __.._. ill1U"'UOIlik:m""'"",'. ''''' ,J.....
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SPECIMEN
_2$~
.<<leY NUMBCR
THIS liNDORSEMEHT CHANGES THIi POLICy, PU!'ASE READ IT CAREFULLY,
OOMMI!RClAI.. GI!Nl!AAl.I.IAIIIUTY
OGZlI,,"~.7
DESIGNATED lOCATION(S)
GENERAL AGGREGATE LIMIT
Thloendoo__ iNIt"""""~ ,1lIdO<lh<l1el1owmg:
COMNERC1AL GENERAl UAI\IlITY ~ PART
SCIlEOUlJ!
SPECIMEN
~~~(Ol: i
(lfnoCl'llt{ _ _Idolmallcn required IOCl:llY1(JleltIlis _Iwll ""...... in IIM>_""
"'~1ll1ho'''fIC............n.1
A. For all...". which II1e 1_-..1 _ IegIlIIy
obIigalad ., poy ... __ _oed by
"_' :_ COIIl'AAGe A NlECTION
II. and to' ell medirl8l ..".",..,. ~ bi IICC-
denl$ ..- COYalAGE C (SECTION n. whIc1
CilIt1be~(lll!YIll___llI.llkI;re
dnIgnaIfld __ -. in !be 50_
-
1. A _ DMig..!Ald Locotlor1 Gene<8l
AImHIl/ele cimil apoIie& 10 """~ dosIgnollld
1<leaIIon'. and lhtll llnIt i$ IlqlJO! 10 111&
........4 vi U... 0..""11I A;gtegete Limt
-. ;"thocCeolo_
~ Tne 00lIIQ_ I.oc8Ilon ...._ ~
t itn't 1$ the;,: nlUSl. 'Nt::J wi piI)' rex the IlJm ofaH
__ -. OO.n::n1lGC 11.,....-..
_ - of '1>odily '...rr or '"ilfClIl'lttI
=_I"tIlO'~~
11I__._""__.-
..- COVEAAGE C _ iflm of Illl! num.
lle<o(:
t. insured&
b. Cl.aitnatn_:Q('$tlMtJ:"b'~;t>(.lr
C. _. or __a moIci'1g <:Iolmo
abrhglng '0Ui10".
3. Arty ~ made ........ COVERAGE A
lOr __ or ..- COVl"'I1I\GE C ""
-OlIp6"llIea-.........tI'<IOelll9'"
- 1.<"011"" G&_ Awl"llV" Urn. fo'
hE dorIign8ted -tocaIiOt"!", tb;t1 P'UYrnerrl$
_I nell_lbe _il~~hmil
llhcwn In 1M I'lf<d._ "'" ""'" ~ no.
du<e en, ol!1er De.ional!!.! l..ooa'.iOn CleMnII
^~ LiniI fo' M'f 011'... ~
'1oe8lion' _In""__.
4. The {imila _ in the Dec/MIIIOIlo for _
Occu_ Flnt 0tItMg<a,..... _ [X,
p.......mlimJe 10 llPllIY. li_. ._ of
belog 1Wi)joc:t Ie the Genoral AwlOglllo LIrriI
all<lWr ill tIla 0ecIIe....... $\lCI'l_ WlI Ill>
alltlJO<llu II1C llJIll4- D.,...,od ,_
c..-w low"""'" li...
B.Fa "" WImi wtm,;h Ultf ill$,Jt~ ~ 16QIftv
obIIgolod 10 P3\I .. ~ - by
l<~t< lJhder C~ A ,:sa:flQH
I),nlorall_~""'_hy"""',
_.- COVI!RAGE e (SECTION II ._
_I>e ~ only 10 apeIatOr'$ <II a tin.
!lit ~ _' _nIne &:l1Ildule
-
1. ^'" P8l'"'- mild. ...- CO\/EAAGE A
lOt """"II"" or ..- COIIl:RAGE C 'or
m.dical elll*- sholll ..- tho _nt
",,__1hR _ ~ LImIt
or 1118 P,_..c...1~ ~ All'
olGfllllo 1m.. "".._laljlpll_; n
2. liWI_to_"", -""lII1y Delll/ll_
L..- -"iIW"lIilto U:nll
c. WIlen ""'""'lI" fur 1_1iy "'ioi"ll 001 cf !he
'prccltlclo ~1Id OJI'IIlIIlo... _. .. pro.
lIIcod. "'"'I __ for __ -..., of
'badlly Ir1iurY or 1l<<i1*1V damage'" ncludlId in
Ill. "prOOllCtlH:Ol\lIIIeIed o:lfllIIllIon$ hlirzIlnr ...
AIduce ll1e ~ Opet- Au-
IIfIlllllkI UII1Il lltlOl not reduce I/lo GeoenlI /VJ"
_lItlJmlt....1/lo ~ 1_ (ion-
.....~... limit
D. For IhO pIIJlOOt8 of UlIS _ \I1e 00IlI-
n_ SeclIon IS ......- by Ihe _ 01
!he _Ing __,
.~' """'"" """"'.... -no.........
or <XI_""*,,, lOllI. '" prernIIM W1<lIIe COlltllIC-
lion 10 _ ontt by. -. roadway. _
temay or rigrkl!.....yol..-
!!. IhO~oIllm..OII...""",,(sec;r1ON
III) n<1t _ _ by II1la end<Jl...,..,1
_G(I(>1I...."'~..lIlIpl_.
SPECIMEN
URBAN RENEWAL PLAN
Dubuque Industrial Center/South Economic Development
District
(Previously known as Site F Economic Development District)
City of Dubuque, Iowa
This Urban Renewal Plan provides for the
development ofthe Dubuque Industrial Center/South
Economic Development District (previously known
as Site F Economic Development District). Its
preparation was authorized by Resolution 46-97 of
the City Council of the City of Dubuque, Iowa on
January 20, 1997. The
City Council adopted the Plan by Resolution 141-97
on April 7,
1997.
Prepared by the Community and Economic
Development Department.
TABLE OF CONTENTS
A. INTRODUCTION Page I
B. OBJECTIVES Page I
C. DISTRICT BOUNDARIES Page 2
D. PUBLIC PURPOSE ACTIVITIES Page 2
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 3
F. LAND ACQUISITION AND DISPOSITION Page 4
G. FINANCING ACTIVITIES Page 5
H. STATE AND LOCAL REQUIREMENTS Page 7
I. DURATION OF APPROVED URBAN RENEWAL PLAN Page 7
J. SEVERABILITY Page 7
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN Page 8
L. ATTACHMENTS Page 8
URBAN RENEWAL PLAN
Dubuque Industrial Center/South
Economic Development District
(previously known as Site F Economic Development District)
City of Dubuque, Iowa
A. INTRODUCTION
This URBAN RENEWAL PLAN (the "Plan") has been prepared to provide for the development and
redevelopment of the DUBUQUE INDUSTRIAL CENTER/SOUTH ECONOMIC
DEVELOPMENT DISTRICT, previously known as the Site F Economic Development District (the
"District") as authorized by Resolution 46-97 of the City Council of the City of Dubuque on January
20, 1997. Its intent is to stimulate economic development activities within the District through the
commitment of public actions as specified herein.
To achieve this objective, the City of Dubuque shall undertake the urban renewal actions specified in
this Plan, pursuant to the powers granted to it under Chapter 403 of the Iowa Code, Urban Renewal
Law.
B. OBJECTIVES OF THE PLAN
The primary objectives of the Plan are the development and redevelopment of the District for
economic development activities, primarily industrial park development, through:
I. Provision of marketable industrial development sites for the purpose of job-creating
economic development activities;
2. Provision of public infrastructure improvements, including sanitary sewer, water and
stormwater detention, supportive of full development of the District;
3. Provision of a safe, efficient and attractive circulation system;
4. Establishment of design standards which will assure cohesive and compatible
development and redevelopment ofthe District;
5. Provision of public amenities that provide an aesthetically appealing environment,
1
including open space, buffering, landscaping, water features, signage and lighting to
create a distinctive and attractive setting;
6. Creation of financial incentives necessary to encourage new and existing
businesses to invest in the District; and
7. Expansion of the property tax base of the District.
C. DISTRICT BOUNDARIES
The District is located within the City of Dubuque, County of Dubuque, State ofIowa.
The District shall consist of the real property legally described as follows:
Lot 2-1-1 ofthe NE 1/4 of the SW 1/4, Lot 2 ofthe NE 1/4 of the SW 1/4, Lot 1-1-1
of the NE 1/4 ofthe SW 1/4, Lot 1-1-8 ofthe SE 1/4, and the SE 1/4 ofthe SW 1/4,
all in Section 12, Township 88 North, Range 2 East, Fifth Principal Meridian, in
Dubuque County, Iowa and any adjoining public right-of-way.
The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT map
(Attachment A).
The City of Dubuque reserves the right to modify the boundaries of the District at some future date.
Any amendments to the Plan will be completed in accordance with Chapter 403 of the Iowa Code,
Urban Renewal Law.
D. PUBLIC PURPOSE ACTIVITIES
To meet the OBJECTNES of this Plan, the City of Dubuque is prepared to initiate and support
development and redevelopment ofthe District through, among other things, the following PUBLIC
PURPOSE ACTNITIES:
1. Acquisition of property for public improvements and private development;
2. Demolition and clearance of improvements not compatible with or necessary for
industrial park development and all site preparation and grading required in
connection with such development;
3. Improvement, installation, construction and reconstruction of streets, utilities and
other improvements and rights-of-ways including but not limited to the relocation of
2
overhead utility lines, street lights, appropriate landscaping and buffers, open space
and signage;
4. Disposition of any property acquired in the District, including sale, initial leasing or
retention by the City itself, at its fair value;
5. Preparation of property for development and redevelopment purposes including but
not limited to activities such as appraisals and architectural and engineering studies;
6. Use of tax increment financing, loans, grants and other appropriate financial tools in
support of eligible public and private development and redevelopment efforts;
7. Enforcement of applicable local, state and federal laws, codes and regulations;
8. Enforcement of established design standards in furtherance of quality development;
9. Development and implementation of a marketing program for the purpose of
promoting the purchase and development of industrial sites by private businesses;
10. Coordination of the improvement of U.S. Highway 61/151 as it affects the District's
access to that roadway.
Public purpose activities are limited to those areas delineated on the PUBLIC PURPOSE ACTIVITY
AREA map (Attachment B).
All public purpose activities shall be conditioned upon and shall meet the restrictions and limitations
placed upon the District by the Plan.
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS
The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and
all District properties the development and/or the redevelopment of which is assisted by the City
through any ofthe PUBLIC PURPOSE ACTIVITIES listed above.
1. Land Use
The intent of this Plan is to promote the development of commercial and industrial land uses
within a quality industrial park setting. All uses shall be regulated by the zoning district
established for the property.
LAND USE maps (Attachments Cl and C2) identify the existing and the proposed land uses
within the District.
3
2. Planninl! and Desil!n Criteria
The planning criteria to be used to guide the physical development of the District are those
standards and guidelines contained within the City of Dubuque's Zoning Ordinance and other
applicable local, state and federal codes and ordinances.
The proposed zoning designation will be PI Planned Industrial District as required by Section
3-5.5 of the City of Dubuque Zoning Ordinance. Development within the District will
follow the Planned Unit Development regulations which require a conceptual development
plan and specific design and performance standards to be approved by ordinance.
F. LAND ACQUISITION AND DISPOSITION
The City of Dubuque is prepared to acquire and dispose of property in support ofthe development
and redevelopment of the District within the parameters set forth below.
1. Land Acauisition
The City has acquired, through contractual agreement, all property within the District for
private development purposes. However, the City will acquire, through eminent domain, any
property for public or private development and redevelopment purposes should it be unable
to acquire land through negotiated purchase.
The City also reserves the right to acquire, by negotiation or eminent domain, property rights
required for the construction or reconstruction of streets and public utilities, or any other
public facility or improvement.
2. Land DiSDosition
Publicly held land will be sold for the development of viable uses consistent with this Plan
and not for purposes of speculation.
Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the
Iowa Code, Urban Renewal Law. Developers will be selected on the basis ofthe quality of
their proposals and their ability to carry out such proposals while complying with the
requirements ofthis Plan.
Developers will be required by contractual agreement to observe the Land Use Requirements
and Planning and Design Criteria ofthis Plan. The contract and other disposition documents
will set forth the provisions, standards and criteria for achieving the objectives and
4
requirements outlined in this Plan.
3. Relocation Requirements
The land is currently vacant; no relocation is anticipated.
G. FINANCING ACTIVITIES
To meet the OBJECTIVES ofthis Plan and to encourage the development of the District and private
investment therein, the City of Dubuque is prepared to provide financial assistance to qualified
industries and businesses through the making ofloans or grants under Chapter 15A of the Iowa Code
and through the use of tax increment financing under Chapter 403 of the Iowa Code.
1. Chapter 15A Loan or Grant
The City of Dubuque has determined that the making of loans or grants of public funds to
qualified industries and businesses is necessary to aid in the planning, undertaking and
completion of urban renewal projects authorized under this Plan within the meaning of
Section 384.24(3)(q) of the Iowa Code. Accordingly, in furtherance of the objectives of this
Plan, the City of Dubuque may determine to issue bonds or loan agreements, in reliance upon
the authority of Section 384.24A, Section 384.24(3)(q), Section 403.12 (general obligation
bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans or grants of
public funds to qualified businesses. Alternatively, the City may determine to use available
funds for the making of such loans or grants. In determining qualifications of recipients and
whether to make any such individual loans or grants, the City of Dubuque shall consider one
or more ofthe factors set forth in Section 15A.l of the Iowa Code on a case-by-case basis.
2. Tax Increment Financinl!
The City of Dubuque is prepared to utilize tax increment financing as a means of financing
eligible costs incurred to implement the Public Purpose Activities identified in Part D of this
Plan. Bonds or loan agreements may be issued by the City under the authority of Section
403.9 of the Iowa Code (tax increment bonds) or Section 384.24A, Section 384.24(3)(q) and
Section 403.12 (general obligation bonds).
The City acknowledges that the use of tax increment revenues delays the ability of other local
taxing bodies to realize immediately the direct tax benefits of new development in the
District. The City believes, however, that the use of tax increment revenues to finance the
development of new industrial land and to promote private investment in the District is
necessary in the public interest to achieve the OBJECTIVES of this Plan. Without the use of
this special financing tool, new investment may not otherwise occur or may occur within
5
another jurisdiction. If new development does not take place in Dubuque, property values
could stagnate and the City, County and School District may receive less taxes during the
duration of this Plan than they would have ifthis Plan were not implemented.
Tax increment financing will provide a long-term payback in overall increased tax base for
the City, County and School District. The initial public investment required to generate new
private investment will ultimately increase the taxable value of the District well beyond its
existing base value.
Tax increment reimbursement may be sought for, among other things, the following costs to
the extent they are incurred by the City:
a. Planning and administration of the Plan;
b. Construction of public infrastructure improvements and facilities within the
District;
c. Acquisition, installation, maintenance and replacement of public investments
throughout the District including but not limited to street lights, landscaping and
buffers, signage and appropriate amenities;
d. Acquisition of land and/or buildings and preparation of same for sale to private
developers, including any "write down" of the sale price of the land and/or
building;
e. Preservation, conservation, development or redevelopment of buildings or
facilities within the District to be sold or leased to qualified businesses;
f. Loans or grants to qualified businesses under Chapter 15A ofthe 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;
6
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 maximwn 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 $6,000,000.
At the time of adoption of this Plan, the City of Dubuque's current general obligation debt
is $14,200,000 (a list of obligations is found as Attachment D) and the applicable
constitutional debt limit is $91,286,810.
H. STATE AND LOCAL REQUIREMENTS
All provisions necessary to conform with state and local laws have been complied with by the City of
Dubuque in the implementation of this Plan and its supporting docwnents.
I. DURATION OF APPROVED URBAN RENEWAL PLAN
This Plan shall continue in effect until terminated by the City Council; provided, however, that the
collection of tax increment revenues from properties located in the District shall be limited to twenty
(20) years from the calendar year following the calendar year in which the City first certifies to the
County Auditor the amount of any loans, advances, indebtedness or bonds which qualifY for payment
from the division oftax increment revenue provided for in Section 403.19 (tax increment financing)
of the Iowa Code.
The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended
from time to time by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity.
J. SEVERABILITY
In the event one or more provisions contained in this Plan shall be held for any reason to be invalid,
illegal, unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or
unenforceability shall not affect any other provision ofthis Plan and this Urban Renewal Plan shall
be construed and implemented as if such provision had never been contained herein.
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN
This Plan may be amended from time to time to respond to development opportunities. Any such
amendment shall conform to the requirements of Chapter 403 of the Iowa Code. Any change
effecting any property or contractual right can be effectuated only in accordance with applicable state
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and local law.
L. ATTACHMENTS
A Urban Renewal District Map
B Public Purpose Activity Area Map
C Land Use Maps
CI Existing Land Use
C2 Proposed Land Use
D List of General Obligations
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EXHIBIT B
LEGAL DESCRIPTION
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EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
Mayor and City Council members
Ci\X Hall
13 and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and
Dear Mayor and City Council members:
We have acted as counsel for , (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 organized and existing under the laws of the
State of and has full power and authority to execute, deliver and perform in
full Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer, any
indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order,
statute, rule, regulation or restriction to which Developer is a party or by which Developer's
property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder.
Very truly yours,
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 ofthe City of Dubuque adopted the _ day of ,20_, the terms and
conditions thereof, if any, having been fulfilled.
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
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
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 ofthe
Development Agreement, together with any amendments thereto, is in the possession of
the City of Dubuque and may be examined at its offices as above provided.
Dated this _ day of
,20_.
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
By:
Jeanne F. Schneider, City Clerk
STATE OF IOWA
ss:
DUBUQUE COUNTY
On this _day of , 20_, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F. Schneider, to
me personally known, who being by me duly sworn did say that they are the Mayor and
City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to said instrument is
the seal of said Municipal Corporation and that said instrument was signed and sealed on
behalf of said Municipal corporation by authority and resolution of its City Council and said
Mayor and City Clerk acknowledged said instrument to be the free act and deed of said
Municipal Corporation by it voluntarily executed.
Notary Public, State of Iowa
STATE OF IOWA
ss:
DUBUQUE COUNTY
On this _ day of , 20_, before me, a Notary Public in and for
the State of Iowa, in and for said county, personally appeared
to me personally known, who being by me duly sworn did say that they are the
and that said instrument was signed on behalf of said company by authority of its
members and that they acknowledged the execution of this instrument to be the
voluntary act and deed of said company by it voluntarily executed.
Notary Public, State of Iowa