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First Supply Dbq Ind. Ctr. West Dii~%duE ~<k~ MEMORANDUM August 14, 2006 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Expansion of First Supply LLC at the Dubuque Industrial Center West Economic Development Director David Heiar recommends City Council approval of a Development Agreement selling five acres of land in Dubuque Industrial Center West to First Supply LLC to construct a 30,000 square foot distribution warehouse. The key elements of the Development Agreement include the following: 1. The purchase price is $100,000 per acre for five acres. 2. The Company must construct a building of approximately 30,000 square feet costing approximately $1,500,000. Construction must begin within three months of the closing. I concur with the recommendation and respectfully request Mayor and City Council approval. ! {I, '1 . ( ! ' ,'r..' " ,oJ ./ / lev I~ V\., lvi/_ Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director C' '.> -," CITY OF DUBUQUE, IOWA MEMORANDUM August 16, 2006 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Director'D~ SUBJECT: Expansion of First Supply LLC at the Dubuque Industrial Center West INTRODUCTION This memorandum presents for City Council consideration a resolution disposing 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 August 21, 2006. BACKGROUND On August 7,2006 the City Council was presented with the attached development agreement recommending that a public hearing be set for August 21 on the proposed disposition of the above described property to First Supply, Inc. to facilitate 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 approve 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:IUSERSIDHeiarIFirst SupplylCouncil memo to MVM 8-16-06.doc First Supply LLC 106 Cameron Avenue. PO Box 1028 La Crosse. WI 54602-1028 Telephone: 6081784-3839 Facsimile: 6081791-3652 (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 assrgns. 53 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. Buo!. Mayor '). J JJ-- r, Vice President By: Jeanne F. Schneider, City Clerk Prepared by: David Heier, Economic Development Director, 50 West 13th Street, Dubuque, IA 52001 (563) 589-4393 Retum to: Jeanne F. Schneider, City Clerk, 50 West 131h Street, Dubuque IA 52001 RESOLUTION NO. 390-06 RESOLUTION APPROVING A DEVELOPMENT AGREEMENT PROVIDING FOR THE SALE OF LOT 1 OF 3 OF DUBUQUE INDUSTRIAL CENTER WEST 5TH ADDITION IN THE CITY OF DUBUQUE, IOWA, TO FIRST SUPPLY, LLC. Whereas, the City Council, by Resolution No. 360-06, dated August 7, 2006, declared its intent to enter into a Development Agreement with First Supply, LLC for the sale of Lot 1 of 3 of Dubuque Industrial Center West 5th Addition in the City of Dubuque, Iowa (the Property); and Whereas, pursuant to published notice, a public hearing was held on the proposed disposition on August 21, 2006 at 6:30 p.m. at the Carnegie-Stout Public Library Auditorium, 360 W. 11th Street, Dubuque, Iowa.; and Whereas, it is the determination of the City Council that approval of the Development Agreement for the sale to and development of the Property by First Supply, LLC 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 First Supply, LLC 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 the attached 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 21st day of August, 2006. Roy D. Buol, Mayor Attest: Jeanne F. Schneider, City Clerk F:IUSERS\DHeior\First SupplylFirst Supply final dispos1lion res.doc PREPARED BY: JlW ENGINEERS &: SURVEYORS P.C, 4155 PENNSYLVANIA AVE, DUBUQUE, IOWA, (563) 5511-2464 FINAL PLAT LOT 1-3 & LOT 2-3 OF DUBUQUE INDUSTRIAL CENTER WEST 5TH ADDITION IN THE CITY OF DUBUQUE. IOWA DESCRIPTION: LOT 3 OF DUBUQUE INDUSTRIAL CENTER WEST 5TH ADDITION IN THE CITY OF DUBUQUE. IOWA ----- - CHA VE:NF:L~;------ _ _ ____ ROAD (100' D ".O.W.) ---- - ---- o (-) R.O.W. 721.36' 312.00' LEGEND ------ PLAT BOUNDARY . FOUND 5/8" IRON ROD WI PLASTIC CAP NO. 12631 SET 5/8" IRON ROD WI PLASTIC CAP NO. 12631 RECORD INFORJ.tA TlON RIGH~ L=232.30' R=3550.00' l>=3"44'57" CHORD=S76"42'02"E 232.26' S 78'34'3 0" 409.36' F: 1-. "- "ct, "- "S. "- ""70 "- 4- EX 30' WIDE SANITARY ct6' "- SEWER & DRAINAGE <:'~ EASEMENT 0- 42:50'-- oUaUa "'" CE:t"Tf~f ::~~SRTI4L 276.72' '~ 5TH 400. N80"38'45"W i\iDRTH EX 30' WIDE SANITARY " SEWER & DRAINAGE EASEMENT LOT 2-3 6.264 ACRES '" 00 c-j "" '" LOT 1-3 5.000 ACRES LOT B ;u '" '" in f'I "., o Z Vl --.j S ~ ~ :.. '! ~ , GRAPHIC SCA, o 150 ~OO ~'~ ," = 150' , '" REMAINDER LOT 1-1 SW'/4-SW1/4 SEC. 29-89-2E DRAWING MAY HAVE BEEN REDUCED , t:lllIE THIS SURVEY IS SUBJECT TO EASEMENTS. RESERVATIONS. RESTRICTIONS AND RIGHTS-OF-WAY OF RECORD AND NOT OF RECORD. SURVEYED FOR: DUBUQUE ECONOMIC DEVELOPMENT PROPRIETOR: CITY OF DUBUQUE TOTAL AREA SURVEYED: 11.264 ACRES DA TE OF SURVEY: JULY 2006 \\I\\\llUIIIII'IIIII "~"~II ,OW..q I1IIII ~, "'"'''' I~ ",,"....., """"'~ f / JOHN M. \ " ~,....:: TRANMER :: a:::;' :; ':: :: 0:; % -; \ LS 12631 ~~ ~ ff ~"" ", "'.:;.41$ ~1-J' ", ", ~ ~ ~I .t ",,,,,,,,. ~v I"~ IIII"I~ L ANt> \,1"'" 1/1111111111\1\\\ t HEREBY CERTIFY THAT THIS LAND SURVEYING DOCUMENT WAS PREPARED AND THE RELATED SURVEY WORK WAS PERfORMED BY ME OR UNDER 1.1'1' DIRECT PERSONAL SUPERVISION AND THAT I AW A DULY UCENSED LAND SURVEYOR UNDER THE LAWS Of THE STATE Of lOW..... 4J;;a:~ 1(,~!/()f; LICENSE NO. 125'::11 1.1'1' UCENSE RENEWAL DATE IS 12/31/2006 IT'I77lI IlW ENGINEERS & ULUII SURVEYORS. P.C. Iowa, IlIlnol., WI_eQn,ln 4155 Penne}ofvanlQ Ave. Dubuque, IA 52002 ~63.556.2464 Hazel Gr..n, WI PAGES OR SHEETS COVERED BY THIS SEAL SHEETS 1 &: 2 ONLY DRAWN SAF PLAT NO. 77-IA 06 CHECKED JMT PROJ. NO.060D6 03 DATE 07 31 oe SHEET 1 of 2 P: 06 DOll-OJ 06006-03 DWG 06006 OJPLA Chavenelle Road Project First Supply LLC . Background o First Supply distributes plumbing, heating, cooling, pipe, valves, and fittings to contractors, municipalities, and industrial accounts o Family owned and operated since 1897 o Currently operating out of a leased facility on Kerper Boulevard . Proposed Project o Proposed site will be a new distribution center serving Iowa, Illinois, and Wisconsin o Proposed Facility . Approximately 30,000 square feet . Small office, service counter, and contractor showroom . 22 - 25 full-time employees . Concept drawing attached . Timeline o Design process started o Soil testing and Environmental Site Assessment as soon as we can get access agreement o Construction to begin as soon as possible after closing ~ " :;) f!!(f)a!: hlffi~ !:~~ x-a:: ot!!t- a::Zz <I!~O . (J . .... V) C a::: Ci:<C f2:t ~ffi Cl , 1'\ \0 o::l"-Jo ==>...... 0 ltl ....... "l S:'- cO l1J"""l <: -J :>..' @o..S III 0.. ..... f:2::> o,^ If v I <1:1- V) ~ u.: 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 of the objectives of the Urban Renewal Act, City has undertaken an Urban Renewal project (the Project) to advance the community's ongoing economic development efforts; and WHEREAS, the Project is located within the DUbuque Industrial Center 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 5111 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 B and B-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 ofthe 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 DO-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 TA 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 City. In order to induce Developer to enter into this Agreement and purchase the Property, City hereby represents and warrants to Developer that to the best of City's knowledge: (1) 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 (he 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 Delivery 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. ~"p,.~.., '>"'~" fl....... 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 of the 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 Propertv 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 Reauirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements (and, from time to time at the request of City, fumish 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 fumish 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 Property. 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 Sh,ll! no1 be liable for, and agrees to indemnify, defend and hold harmless the !nd(~r"i:ri,';d Parties against any loss or damage to property or any injury to or death,' 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 Comoliance With Laws. Developer shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with 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 of the 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 by Developer. Whenever any Event of Default referred to in Section 4.1 occurs during the term of this Aqreement and is continuing, City, as specified below, may take anyone or more 01 t~c ;ollowing actions after (except in the case of an Event of Default under suLs..,ctior. (-;' , ; sair} Section 4.1) the giving of one hundred eighty (180) days' written nGti\ ." by City ~) Oeveloper (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 Conveyance to Developer. In the event that subsequent to conveyance of the Property to Developer by City and prior to receipt by Developer of the Certificate of 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, that the conveyance ofthe 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 pursuant to 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 of the resale as are available shall be used to pay the principal of and interest on each such mortgage in their order of priority, or by mutual agreement of all contending parties including Developer, or by operation of law; (3) Third, to reimburse City for all allocable costs and expenses incurred by City, including but not limited to salaries of personnel, in connection with the -,- ...~. , recapture, management and resale of the Property or part thereof (but less any income derived by City from the Property or part thereof in connection with such management); any payments made or necessary to be made to discharge any encumbrances or liens (except for mortgage(s) previously acquiesced in by the City) existing on the Property or part thereof at the time of revesting of title thereto in City or to discharge or prevent from attaching or bring made any subsequent encumbrances or liens due to obligations, 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 Deve:opo'')c up ;0 the amount equal to (i) the sum of the Purchase Price paid to City for the f'r<!perty a"d the cash actually invested by Developer in making any 0' the Iv",rnu,n 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 AVlJril..le, PO Bu.( 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\Lindahl\Agreements\First Supply LLC\Development AgreementOB01 06bal.DOC Last saved by Tracey Stecklein:811/2006 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 c8ncellalion state:-nent 0'1 the Certificate of Insurance. 3. Developer shall furnish a signed Cerllfie;~: 01 Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such certificates shall include cODies of the following policy endorsements: a) Commercial General Liability policy is primary and non-contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. Developer shall be required to carry the following minimum coveragellimits or greater if required by law or other legal agreement: a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit Products-Completed Operations Aggregate Limit Personal and Advertising Injury Limit Each Occurrence Limit Fire Damage Limit (anyone occurrence) Medical Payments $2,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 $ 5,000 This coverage shall be written on an occurrence, not a claims made form. Form CG 250403 97 "Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions from the standard ISO commercial general liability form 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 uf,ing ISO endorsement CG 20260704 "Additional Insured - I)c!sigr>ated 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 NilP.mn~ COMMERCIAL GENERAL UABIUTY CG~2G0704 THIS ENDORSEMENT CHANGES THE POLICY. PLE:ASE READ IT CARE:FULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZA liON This eftdorsement modifie-s insurance :lfc...lCed Ufl~1 lh", 'ull:.rMng COMMl.f(CIAL GENERA.lllARILITY COVERAGE PART SCHEDULE ~me Of Additio'!i.all~u..d p.1"$On($) Or Organlzation(s} I i Thiil Ci-:.'f 0: Oubuque~ ;ncluc;nu 01 t it'S eole::t:;!r1 iln! '~Pfln;nt.~d (If'feich, all i:s elplo~/~t"~ (.tlltl \'oIIJnte-:ors., all ':51Ini'lt"dsl (Ollllllis<.;ons. end/ar autr;or..;ti~5 ond t1eir b:)(~rr. "11t:-mhr.n" employee~ ~nd vclunteers, ,ln~ormaJlcn fCQJlfeO:O (:or'r."'t~ thR &he.;1l}~ ~ not ",hown ;,bovc. 'lI'dLne 5'1O.....n iJ'\ IheQ~_~lafati~_ S~liun II - Wh-o la An kl.u IlId iSiln-erded 1c If! -elude 88 an edditiCt"lB insured thG p~:,....,Ir"'::-') IIf {JIy.::&lll zstion(ij '6/xIwn in the:: St:hcdule, but :m~r oMT re-speCl to h.::lblllty i('lt"hn;iil~' injury". "prcpe1y damage" Dr "personal s!"'td .:dvartsitQ Inlury' caused t.'] whelp or in pan. I::~ your ..(;.~ or ormS$rJl"$ or tne acts or om.-s-- sio~ ot th;)se :),:;ting on vour bel"alf A, In the performance ot yourorqr;lr)Q ooer:dkJr!' _ cr B. tn c;onn""c~i~.fl wilh yaJJr :>remises C1Wned tty or ''''nltld10 j<'Ilf :lJEC'tl-"~ (":r:.,n ,Ili. 07 n41 ,11 150 P::noer:ies. Inc:.. 2Co(J4 Page 1 of 1 o I ACORQ. II.M......."'~~Y. (563)556 02:72 IN':l.UK~NU:. AU::Nl" ~11{t:l:.1 ,lW1JIt(SS llll, ~1~IL. il~ (OOr CERTIFICATE OF LIABILITY INS_lL~NCE ~l~;~;;~;;~-l THIS CERl'FlCAlE 1515511ED AS A rM.TTEfl: 01- INI-QI<MA1IQN ONL~ AND CONFERS NO RKiH1S UPON THE CERTIFICATE HOLDER. 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J:NI::RAL LlA.BIUTY POLlCY 15 PRIMAR'V MD NON-COro.'TRlIUTI"G. FORM CG 25 04 OJ q.7 "Ct:SIGNAIED LOC.\TIO'IS'. ENERAL UA.BIliTY AGCII[GATf UNI1 SKA.'..L BE INClUDED. COVER"':'NTAl TM"'lJNIIII.~ t:"IlVClH~UlfJn IS INCLWED. LL POLlOES Sli1\LL B[ [MXIRSI n 10 l"ItOVIDt: 30 MY ADVANCE NOTICE Of (A1\(rllo\TlON TO (n", OF DUBUQUE RT my Of IJt)BuQuE CTIY IIALl SO w, 13m STRffT UUdUQUt, ~A ~lOOl IlHOU-OAH~OF T-IfEAEKl'JE [lEY.;FiJlICOI'(ll elf:;' n- t:.~'1t;1I LrD !SllJlt .~t t:J:f'lflo>.TlC,N (lATE TifERKIl'. THE I$&IN;; l'l"UR~ )11'I11 ~~~ "'M. l(), t;AV1; {jFm(N..cmo-...El1)T~~c::rlr1rrATrltn nI"l!OI""m 10 '''''U:'''. .....~Jl~~Jtkil~:.:M~l( ~~lIl~~~~_X:a:x-xxx:( ...un-~I::I::.r:r"=n""."..t ACCR[' 2:fi t2001,'DIrl oDACORO CORPORATION 19&8 L -1 IMPORTANT If the; ct:~lir l.:illC MI€Pf' 1f'.;1n P,DUllUNAlIN:'iUkI:.D trv.; puliq(k.!;': III..:-;i t~ ~............~.~, :.Wlll::IH.:-nl ulllllk; I;::l\licale O~J"'S not confel' rqms 10 tlle u-'l1ifiC:l~ 11t;htr;r ill li...,11 I)! ~.JI;l1 ~ld~;r~III"IlII.l>J. If SUB::'::OGATION 1$ ':.ArvfcD. wtJtett to tl'1J:! lBlI'l~ .:IOU (;U1ujiUl.;ll::; ur n~ f:di\.l'. u..:-ddir'l1ulit:..ib may Il:JQui/lJ en ell(l)"'~I"f,",nt, l' stare-MerYl on :hl~ C(lrtifH;:"""tllk't:~ 111:1 l:llflr...,t ,i!:ll'l:-; 11_ Ill::' t;~lliri...<:I11::! ll(ltd(,'1 illliw d :',;It(:~ enr1fY'l'p.mf-'"lt{5;' [)ISCLAlMER i '~l tcr'.:i '--'Jt~ 'J II~' '-''1:'" ':~ r~",@f1Ie ~lfje of Itl::s brn! doc~ not U....l:;U!\lCt: <.I o:.;ullhl!;l 1o~.+..~1:'1I '''' 1:.:_lJl ,'\, ,r'.;oUj',:i':.; . ol\Jt",~--,,, 1 iepre5.ent-2l1...e- or ~1.t::Ef, iind ~tl'" Ci>1!JfiI;..lc llvtJ~ , I~JII.,~~ iI 5;1.rrrallvely Ql n'ily""i'r~:v ,;II~'Ml, f-X1't"nCl or after the CD'1er3ge affordQ'J bf 1t,U p~llll;il:!':' li:<;l~ 111~1""IUl SPECIMEN ACORD 2.61 ZQ011'OO1 rOL:CY t~u""[;cr~ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENE:RAl LIASIL.IT'l' CG 25040:3 97 DESIGNATED LQCA T10N(S) GENERAL AGGREGATE LIMIT COMMERCIAL GENERAL LIARIII""Y COVF~AGE PAFT Tha, t:JJl.kHsur"lmt mcdiFie!l ir!'.IJr"n~nr('J\lU'1oP,rt Ilntil':-f tho klkming: SPECIMEN SCHFOULE ,..19".IOd Local","!,) --- ----. lit t'l:) L'r".tr.. appears Bb::rvp. irforrnaticn re::tUlred to compete this ent'X':f"S<"!miP.n1.....~1 h~ ~hr"""n In t'l.:;!l Ch5'c1;';r3'ion~ R!'. ::I::lplcat:it to or,s encorser;ent.) A. For ull 5um:::. '",,'h,ch lhc i')3U-AC b~<:otll~~ 1~!J1:'11y :.:lblig~j~ I. t r~ ~" damages C3uSed bot 'm;r:urfF'!r~!t J~ r.oVf:RAGf A fSECTION It. i:lnd fo- all rr.edir.f!1 p.~n~~ cal~sed h~ ~cc~ den1S under COV~AGE C (SECTION 1"1. whic"'l can be attributed only to o~eliltj(.JtS <:II C:I sing:e llnit::lrl:.JttKl ~lccalion" shew') in the Sc~~u.t: ;:J)O..e: 1. A 5e:)3rate Des.i~p:lMU Luc::mon General Aggfegal€! _imit apol.es to each dCSl9natc,j 'iOCation', 31'l-J 1M! imit IS e(jIJflI to ttJe i't,lnl\JlI[ ur tht.'l Gem~Ii:l1 A;l9regate Urn 1 ~hown in the Cec~ratl(lr\s 2. TlK Ocsign3lEd ~c:atlOfl C.:..aMrR ~g(fegale llllll[ I~ Ul~ !1l,-~1 '.Y~ will P':lj fOI the sum of all derr.sges un6e-r cC'oJrn':',GC A, ~x.;;ep: darn- ege6 becaL6e of "bodily InJury' or "prop:;rti ::I;;W'1~ge' r'lr.lu:ied ir the 'produca,comple!l::'.o(j operations halaJ'l::', :mJ fOJ medical eXr.f!J'l">f!~, under COVFPJ\GE C reQJrdless of UK (JurlJ~ t,er ar a. nsu'&Js' b_ C'aims l1ladlO' ,)r '~uib' lJrU\.~t L. Of C. Pcrs.on~ Cf .:;.rg.arIzR-inn!': maldnog cl"lrns [}f bmglng' Suits' 3, A'1'f paymer"lt~ made under CO'o/ERACi.= ... fOr (Jamagt~ or under C::OVFRAGE C fOJ mejlcal e:.pe"lses snail re~u~ tte UeSJg- nat;:,-c lCll.;;Q!i(rI CJt:. '>l::10ll1 All~J':l9i:lll:! Llrrrll 10' tha: designated 'lOcation" &.t<;h pvrm,ozn'!::, ~";;.,, not re:luci'l the Gensr:J l,gf(P.-(}i)lf~ ! lint !\hr.wn in rh~ f)..,d.,;:..u ;.llifJns 'lor ~"::l;l they re- duce ,mY' ot'lef" Deslon<:lt.::d LC:;ii".ion Gareral ^ggrei)ala Limit for 8"''1 :->1:".p.r de5J'lr\<lJled 'lnc:ation" s.hown in lhe Schc-due aoO\!o? 4, The ;imi1s ShQWfl in the C-ed~raoon:= fu! Each OCCU'(Cf'C;t>, Fire Dem!'l~.p. R~i \"ed~::al L;I.- pP.r5l.€ cx.ntinue lO 8pply. j lowever nstead of bei~ !'.u:'Ijoct to the G.enerdl A!1::I18g"lt;! Liht SIK~\'r' in ttJl:l Df!Cl.aratons, $ouCh lmrts wH bc bU'J)t:-;.l tv Lilt: :JtJl.IlK.<JUC Je!ioig-)rn",i I nr.FJon O(ll'~ral Ag9..t':91'1f~ 1111111 B. Fur otU 'SUlW.> ""IHt.:L lh~ il'~....lt,;d be1X.1n€'s, legcHy oblig<1t'Od to ~a'~ s~ damages ca.J&cd by .UUCIJf(A....cee' und&r COVERAGE A :Sl:.GlIOf-.t I}, 3l"d ft:.c all ~if.:.::ll ....~~loI,If~ 1';;~IlI~~1 h~ ~i. d2flu; unoor CO./ERft.GE C (SECTION I) '."hch ca'loot be :Jt1ribWP,f\ only ro:::perators at :J sin gte desi;}l'\ate::l 'tacatlco' shO\Vn ir, the &:hooule aoovl:!. 1. A'l\' ptaVfYfOrml "nlidf! under COVERAGE A for danages 0' _Inde' COVERAGF C "or IllOOI8a e:l':penses 5hall 'edUCE the artlcun1 3.\':illlable- unCE! irE Gl"rt!lal Aggregate L1ml! DI t'1to p(;.xjUt:~s.Cl.:nfJk::lt;;:(j OfJeIQllOt'~ Ag~ gleg!.'lt~ l nlll .....Iul,h~r i9 9pp.li~olc, Bnd 2. :::i~CfJ paymerts. ~nall not redlLe ..flY Designated l.()("'...atloo Gl:tl:1fi::ll "9lIIcYCJtt' UiltiL C. 'Hh,==n (.o~rage fur h;:nllll"1 HIL"I1I't9 l)l.: d th-= .Pf(x:bJ~1~ (:(Jmpleted op<2'f::'~ione h3Z3rd' i€ pm. viced, any pa~ments for (lSlfl.ag""'S blir:..llo;;C :.~r "bodi'i ir'!Jur{ or 'Plcp~t~ aan1ao;,e" neluded in Ule "I'I{.;tJuCl:rcompleLltC o:'ef~lions. ha7'3rd' will reduce LtIe Producj5-COmpl~'Ied O~I aLoro.:: Ag. grega1e Lifnil a~'d nl){ rOOum the Ge1er.11 1\9 grogate LJmlt nQf Itle ues'gn(lt-ed I :-lI~atnn (.iP'.,~ eral Aggregate- Limil D. For tho pU"poses of th'::; endOrsement :he Defi- nltlontl t;eC:lon I~ amP.lVled by 1hE'! !idjil1on of the fOIlONing ::le'inih:il: "Looalion" f':'tClnS pref""1lses nyO'v ng troe same or ccnneCl!ng lotf', or rro"!misp.!'. 'NIese connce- :Ion Is intfnu:"ltec,I.it :~';' a s:rtHlt ruadWd.)' "Old '.;of"'::)' ~r Vl" ." 't' ; '<lilroad j,:!'" 'II: ..~ U 11.:':.;'( i In!'.uran:::e \SECTION .:,,':::1 uy this !:rlljlUns~'lt:l1l ,.'f' ,_,stipulal:cc SPECIMEN URBAN RENEWAL PLAN Dubuque Industrial Center/South Economic Development District (Previously known as Site F Economk De\dopment District) City of Dubuque, Iowa This Urban Renewal Plan provides for the development of the 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] 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 r Econumic 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 of the District; 5. Provision of public amenities that provide an aesthetically appealing environment, I 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 of the NE 1/4 of the SW 1/4, Lot 2 of the NE 1/4 of the SW 1/4, Lot 1-1001 of the NE 1/4 of the SW 1/4, Lot 1-1-8 of the SE 1/4, and the SE 1/4 of the 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 OBJECTIVES 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 ACTIVITIES: I. 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 oftax 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 devdopment; 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 of the 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 C 1 and C2) identify the existing and the proposed land uses within the District. 3 2. Plannm!!. and Desil!.R Criteria The planning criteria to be used to guide the physical development ofthe 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. )-'. 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 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 Disposition Publicly held land will be sold for the development of viable uses consistent with this Plan and not for purposes of speculation. Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the Iowa Code, Urban Renewal Law. Developers will be selected on the basis ofthe quality of their proposals and their ability to carry out such proposals while complying with the requirements of this Plan. Developers will be required by contractual agreement to observe the Land Use Requirements and Planning and Design Criteria of this Plan. The contract and other disposition documents will set forth the provisions, 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 of this Plan and to encourage the development of the District and private investment therein, the City of Dubuque is prepared to provide financial assistance to qualified industries and businesses through the making 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. I. Chapter 15A Loan or Grant The City of Dubuque has determined that the making of loans or grants of public funds to qualified industries and businesses is necessary to aid in the planning, undertaking and completion of urban renewal projects authorized under this Plan within the meaning of Section 384.24(3)(q) of the Iowa Code. Accordingly, in furtherance of the objectives of this Plan, the City of Dubuque may determine to issue bonds or loan agreements, in reliance upon the authority of Section 384.24A, Section 384.24(3)(q), Section 403.12 (general obligation bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans or grants of public funds to qualified businesses. Alternatively, the City may determine to use available funds for the making of such loans or grants. In determining qualifications of recipients and whether to make any such individual loans or grants, the City of Dubuque shall consider one or more of the factors set forth in Section 15A.1 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 if this Plan were not implemented. Tax increment financing will provide a long-term payback in overall increased tax base for the City, County and School District. The initial public investment required to generate new private investment will ultimately increase the taxable value of the District well beyond its existing base value. Tax increment reimbursement may be sought for, among other things, the following costs to the extent they are incurred by the City: a. Planning and administration of the Plan; b. Construction of public infrastructure improvements and facilities within the District; c. Acquisition, installation, maintenance and replacement of public investments throughout the District including but not limited to street lights, landscaping and buffers, signage and appropriate amenities; d. Acquisition ofland and/or buildings and preparation of same for sale to private developers, including any "write down" of the sale price of the land and/or building; e. Preservation, conservation, development or redevelopment of buildings or facilities within the District to be sold or leased to qualified businesses; f. Loans or grants to qualified businesses under Chapter 15A of the Iowa Code, including debt service payments on any bonds issued to finance such loans or grants, for purposes of expanding the business or activity, or other qualifYing loan programs established in support of the Plan; and g. Providing the matching share for a variety oflocal, state and federal grants and loans. 3. Prouosed 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 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 $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 documents. 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 of tax increment revenue provided for in Section 403.19 (tax increment financing) of the Iowa Code. The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended from time to time by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity. J. SEVERABILITY In the event one or more provisions contained in this Plan shall be held for any reason to be invalid, illegal, unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or unenforceability shall not affect any other provision of this Plan and this Urban Renewal Plan shall be construed and implemented as if such provision had never been contained herein. K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN This Plan may be amended from time to time to respond to development opportunities. Any such amendment shall conform to the requirements of Chapter 403 of the Iowa Code. Any change effecting any property or contractual right can be effectuated only in accordance with applicable state 7 and local law. L. ATTACHMENTS A Urban Renewal District Map B Public Purpose Activity Area Map C Land Use Maps Cl Existing Land Use C2 Proposed Land Use D LIst of General Obligations 8 EXHIBIT B LEGAL DESCRIPTION Lot 1 of Lot 3 in Dubuque Industrial Center West 5th Addition, in the City of Dubuque, Iowa I"RFP"~p:. a...., ll'." ~CINI!I!~S; i: S'J~"""'v~~", ~.c. 41~~ ."_:\I"'~.;Yl ~',l,I-lI" .....:. -,IIF.UDl.,. :0.....6, :~G:::I) :.~[,-2.~CV FINAL PL,lI,T lOT 1-3 & LOT 2-3 OF DUBUQUE INDUSTRIAL CENTER 5TH ADDITION IN THE CITY OF DUBUQUE, IOWA ::E~'::~l' T10tt '_':; I :; ~~1- 1:0--::1. ~~'L -: :"JC-UST:;I..\;.. ::[N7[~ ....i~:-:::.l tI i -l AI ~I:' ;\;t" I" U.... C:"!"':' C., D.J[cU0Jc' !'':;N!'. WEST ...-- L=232.30' R=3550_00' 1l~3'44'57. CHORD-S76'4Z'OZ"E 232.26' S 78':34' . 409_36' 30 E: L::GEt-.O. 1 _ P! ,'.1 "l(;UNU,ol.kY . F('ll;"'r.. '?!jJ"f' F~\~N <,:'1) \'0/ l'U.'S11C C6J~ "l'. ,,,!,,i31 ::'I 'SE;- '5/8" IRON R0D ~I/ - P! ~~11C C~.P t-,'o. IZij-Sl --(--) RrCO"lO l"i-=='~~to\ 11<.:N I(,':'::.W, P."1.:;:-"--:0f":!.'YI"-!i___ CI1AVE:NE:L~----- ---- ROAD-' ~ 111(' I-?,', ~.) 721.J6' 312_00' "53.:' LOT 2-3 6. 264 ACIH':~; '" OJ '" .... '" _01 J LOT 1-3 5.000 f.CRES -^- 1:: ' "'"" "d'- ~)-. If- "-, . N N '" N ,:" o z "-" :":~~z~:, ':,~~:;~ , (j' -', '- 276,72' N80'38'4S"W .}4,22' '- [J) -,J 9- ro 0'1 0 "l oi '" , '" c;.: .}~' 'I.l[;~ SAt.,. T.....R'r '0'6': S=:'IIF.;' ..i.( -J.:;:-.'..l~lA(~= ~6'.: ~.A.E:F.:t.jn.. T O~ "..~ ~.~ ~'~~l:;~~.:-,.iJ!;, _,~~r;ljl)r."" NORTH L'\ ,)r;- '.'Illl_ ~;:..r'.l r.~.~~y - ~~€""IFF; ,0[ -!F:.'..J~I.~.~:~ E .'..'Sn.t~~lT F,::I.4;.. ~,C!::F. j;j- 1-1 ':,;".I/~-~\\"'/~ S[~ ;;fl-!'I~,--/r ~) , I;R~'.H: (: :.:CA.....~ . :;,.J .';,,Fe '" ~ ; [,c" " " , "s O. , D~;\\''''N:'; ..,11\( -.'~-,~..:.. eEd\ r;1:..Ll:~I) '........ \ HQli \ .,....,~ S~I=::V[""" IS '3:J3JI:..C I(l Li.':;L'\IL.N :~. ~1:..~L:..l:Vi; I:.~\'~, il..:,;r:.l':~ll:~.~ :,.MJ :il(.-l-S ':'F' 'i..~.'" :;'. I~-(::~};.n t.,t"O ~('T .JF' =::EC~R":' TS-..\I Al1:E,Il:.. S..l~":L""LLi' ..Hi! AGR::::; ~;il f'.~ ";-r: =0R. rUp.lJ~l.F F.C('N:~,H~' }L":LLvl-'\lL.~! P:;,C:PF:IFTC=;': :1 ...... ufo' [;J..:'U!;~iL ;-:,',TF' .::.:: S'J'f.1VL Y; .....!l'r ;:'80(' "","""';::"",:,,,, ~......",.. \.?,'~~,~ n,~~,~ _l~'''''''~'~-'HN ~;~.:,.\<<"~\ ~:~~:;:;f.: ."~f:~i{~j IIt1t;lo'1' '.l.""fY i'H...T T~I~ 1"'11:: !L.~'''['''\C )oc;~"LtU .ltl-~ I'I'\"""'~"! 1oJ"~~ T.[ kllo" L:: ~}~,,,,.~. YICRk w..~ "[IiiJUl:"'~~ EN ~'I:.. U~ l:rtRI' ^" ~1'l[C.- ~EF.~"o.L :';lJf\J~yl:tu~ ^~li "..,,- I .11111 .l. D~n .JW-lSL" L"""J ~....~~r'ff.fl! .lPnrlii ":'~E 1 a..~,)~,.... ~I^I,- ';;"IO"~, IT177'I Ii'.\-' h,"'li.........t~RS /}t. ~ .~l:il:\oF-:)()R~,P.l. r:fl" II. IENtlloU-r(~ ~ ..'..I~"~Y(.oII:.. ~'.r: ,! /: ~ ,Ii -"'ry:J:; " ~~1J~~l!t~~ ~r/\..I'./y~'.. 1.r3f/:J:< .I!:~~:W. l":"jII.....' . i/ ; ("""_ : L "';:?i:;L ..~, 1(....'. "'.... 1.r.[,,'SE 1el[Y,'o\L a;,;.1'_ ~~ '_'{J.lJ~OIX P~CFS. '~F SHH1:> G~'.1.II:l.l.. jY T~IS ~[,lJ. s.~E[n . ":" .J....l.!. Ic.w,. 11lIr::>'~. m"",,,.~~ ...-;;1'; i'N",.~)II~""'o.J ~c>:.'. C..bJq..~. I~. ::::.l'JIJ;< ~z.~ ~tol>.~_L H-:l~' ;;",,~. ,., "N......". s...~ : "L" t.(, '0 ,.I. :15 '~"L:....,.I) ~I,IT j Ffl';J. "'C;. DiiiO=6. .j) l.l~ ~~-31 'J~ _ :""11" I..r 2 I': ~E',OOiSo ~oJ\t(lt:")~ 'J':-~VN:."""":E~O~ .O:::PL,' EXHIBIT C OPINION OF DEVELOPER'S COUNSEL Mayor and City Council members CiWHall 131 and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembms We have acted as counsellor .. ___ , (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. In addition, we have relied upon and assumed (i) the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered; (iI) the authenticity of all documents submitted to us as originals; and (iii) the conformity to authenticated original documents of all documents submitted to us as certified, conformed, photostatic, or telefaxed copies. When we have given an opinion herein "to our knowledge" or as to matters "known by us," we have relied solely upon the absence of any contrary actual knowledge of those attorneys of this firm who have rendered substantial legal services on behalf of the Company or Shareholders, as the case may be, in connection with the Transaction and we have made no other independent investigation. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a [corporation] [limited liability company] organized and existing under the laws of the State of Wisconsin and has all necessary [corporate] [limited liability company] power and authority to execute, deliver and perform in full Development Agreement. 2. The Development Agreement has been duly and validly authorized by all necessary [corporate] [limited liability company] action on the part of the Developer. In rendering the foregoing opinions we call to your attention the following: .~"., -"'"-<,..... (a) This letter and the opinions herein are furnished solely for your information, and they may not be furnished to or relied upon in any manner by any other person or entity. (b) The opinions expressed herein are based upon existing law and are given as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that come to our attention after the date hereof or any changes in law that may occur after the date hereof. (c) The opinions expressed herein are based upon and limited to matters governed by the laws of the State of Wisconsin; provided, however, that our opinion excludes those specific legal issues listed in Section 19 of the Legal Opinion Accord of the ABA Section of Business Law (1991). (d) The opinions furnished herein relate only to issues specified in this letter. No opinions are issuer! by implication. 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 ofthe 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. This Deed is being delivered in fulfillment of Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Development Agreement executed by Grantor and Grantee herein, dated the_ day of ,20_ (the Agreement), a memorandum of which was recorded on the _ day of , 20_, in the records of the Recorder of Dubuque County, Iowa, Instrument Number Promptly after completion of the improvements in accordance with the provisions of the Agreement, Grantor will furnish Grantee with a Certificate of Completion in the form set ~ ,,"> '.~. ,,... ..,.~ '-'1""'';..'..'''' 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 writter request by Grantee, provide Grantee with a written statement indicating in adequetp detad in whot respects Grantee has failed to complete the improvements in accordance ;v;\h \h(~ ptuvlsions of the Agreement or is otherwise in default, and what measures vi acts wid 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 "'~:""""'."""'-'''' COUNTY OF DUBUQUE ) ) ) SS STATE OF IOWA 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 instnJment t(l be the free act and deed of said Municipal Corporation by it voluntari'y execl)ted. 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 DEVEi OPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and was made regarding the following described premises: The Development Agreement is dated for reference purposes the _ day of , 20_, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this _ day of ,20_ CITY OF DUBUQUE, IOWA By: Roy D. Buol, Mayor 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 instrur'1ent was signed and sealed on behalf of said Municipal corporation by authority an; resoiL tion 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