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Dentex - Oral Arts, Devel. Dbq. Ind. Ctr. W. D'i:i~~E ~ck-~ MEMORANDUM October 30,2006 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Expansion of National Dentex (Oral Art's Inc.) at the Dubuque Industrial Center West Economic Development Director David Heiar recommends the sale of approximately three (3) acres of land in the Dubuque Industrial Center West to P & L Venture, LLC, who will be constructing a not less than 14,000 square foot light manufacturing and office facility costing approximately $1,300,000 for National Dentex (Oral Art's, Inc.) Oral Art's, Inc. intends to relocate from their existing facility at 4121 Pennsylvania Avenue where they do light manufacturing. Oral Art's will retain 54 full-time jobs and create at least 10 new jobs. The purchase price is $100,000 per acre for three acres. An Acquisition Grant to the developer reduces the cost to $50,000 per acre. P & L Venture, LLC will receive nine years of Tax Increment Finance in the form of a yearly tax rebate on the value of the assessable improvements associated with this expansion. I concur with the recommendation and respectfully request Mayor and City Council approval. N {f",ML- Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director :L I";' 2' , CITY OF DUBUQUE, IOWA MEMORANDUM October 18, 2006 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Directolli# SUBJECT: Expansion of National Dentex (Oral Art's, Inc.) at the Dubuque Industrial Center West INTRODUCTION This memorandum presents for City Council consideration a resolution disposing of approximately 3 acres identified on the attached exhibit to P & L Venture, LLC, who will be constructing an 14,000 square foot light manufacturing and office facility for National Dentex (Oral Art's, Inc.). BACKGROUND On October 16, 2006 the City Council was presented with the attached development agreement recommending that a public hearing be set for November 6 on the proposed disposition of the above described property to P & L Venture, LLC to facilitate an expansion of National Dentex in the Dubuque Industrial Center West. They have committed to retaining the current 54 full time positions, and adding at least 10 new jobs at the new facility. DISCUSSION The proposed Development Agreement provides for several incentives to encourage the expansion. An Acquisition Grant reduces the asking price of the land from $1 OO,OOO/acre to $50,000/acre. A 9-year tax rebate on the building has been offered to the company to assist in their expansion. The rebate is a form of tax increment financing without issuing a tax increment finance bond to loan monies to the company upfront. As the company pays its future tax obligation on the new improvements, the City will rebate 100% (minus debt service and the School District Physical Plant and Equipment Levy) of the new TIF increment for 9 years. The attached Development Agreement establishes the terms of the sale of the property to P & L Venture, LLC. The key elements of the agreement include the following: 1) The purchase price is $100,000 per acre for 3 acres. An Acquisition Grant to the developer reduces the cost to $50,000 per acre. 2) The property will be conveyed on or before December 1, 2006. 3) The company must construct a building of not less than 14,000 square feet costing approximately $1,300,000. 4) After the building is constructed, P & L Venture, LLC will lease this property to National Dentex (Oral Art's Inc.). 5) National Dentex (Oral Art's, Inc.) must retain 54 full-time positions and create 10 new jobs within four years. The 64 jobs must be retained for 5 additional years after the initial 48 months. 6) The company will receive a 9 year TIF in the form of a yearly tax rebate on the value of the assessable improvements associated with this expansion. 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 of the disposition of the Dubuque Industrial Center West property to P & L Venture, LLC for the purpose of constructing an 14,000 sq. ft. light manufacturing and office facility. This action supports the Council's objectives to assist a local business expand its operations and create new jobs. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F:IUSERSIDHeiarlOral ArtslCouncil memo to MVM 10-18-06.doc . ,,,,,,,,.,,,.,,,, ~~"'\'~':Il 1 "~"~Ii"~ ~t,:~I!)~ ~"" .........,. * ~~ "i'""C~OR ",,\\,\ ""''''''''''''' n iMp: X ~ 9 ~ g ~ ~ · S ! . . 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Cl C lD C o C f'Tl z_ Z ~g f'TlUl ();d -t)> 'TJ -<r Z ~g~ Z gfTl "U lDAJ r C )> gilii -l f'TlUl . -t 00> ~~ )> Cl Cl :::! o z RESOLUTION NO. RESOLUTION APPROVING A DEVELOPMENT AGREEMENT PROVIDING FOR THE SALE OF LOT 1 OF LOT B DUBUQUE INDUSTRIAL CENTER WEST 6TH ADDITION TO P & L VENTURE, LLC. Whereas, the City Council, by Resolution No. 509-06, dated October 16, 2006, declared its intent to enter into a Development Agreement with P & L Venture, LLC for the sale of Lot 1 of Lot B, Dubuque Industrial Center West 6th Addition (the Property); and Whereas, pursuant to published notice, a public hearing was held on the proposed disposition on November 6, 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 P & L Venture, LLC and National Dentex (Oral Art's, Inc.) according to the terms and conditions set out in the Development Agreement is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the attached Development Agreement by and between the City of Dubuque and P & L Venture, LLC and National Dentex (Oral Art's, Inc.) for the sale of the Property is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City and City Clerk is authorized and directed to attest to his signature. Section 3. That the Mayor and City Clerk are hereby authorized and directed to execute and deliver a Special Warranty Deed for the Property as provided in the Development Agreement. Section 4. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved and adopted this 6th day of November, 2006. Attest: Roy D. Buol, Mayor Jeanne F. Schneider, City Clerk F\USERS\DHeiar\Oral Arts\Oral Arts final disposition res.doc DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, IOWA, P & L VENTURE, LLC, AND NATIONAL DENTEX This Agreement, dated for reference purposes the _ day of October, 2006, by and among the City of Dubuque, Iowa, a municipality (City), established pursuant to the Iowa Code and acting under authorization of Iowa Code Chapter 403, as amended (Urban Renewal Act), P & L Venture, LLC, an Iowa limited liability company with its principal place of business at Dubuque, Iowa (Developer) and National Dentex, a Massachusetts corporation (Employer). WITNESSETH: 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 fonm attached hereto, has been recorded among the land records in the office of the Recorder of Dubuque County, Iowa; and WHEREAS, Developer and Employer have entered into an agreement for the construction of an office/light manufacturing facility; and WHEREAS, Developer has requested that City sell to Developer 3.00 acres, legally described as Lot 1 of Lot B, Dubuque Industrial Center West 6th Addition identified on Exhibit B, attached, in the City of Dubuque, Dubuque County, Iowa, together with all easements, tenements, hereditaments, and appurtenances belonging thereto (the Property)(the parties agree to amend Exhibit B upon determination of the exact location and extent of the Property and legal description), so that Developer may develop the Property, located in the Project Area for the construction of an office/light manufacturing facility and thereafter 1 lease such property to Employer for use and occupancy with appurtenant uses which City has determined and represented to Developer and Employer is in accordance with the uses specified in the Urban Renewal Plan and in accordance with this Agreement; and WHEREAS, City believes that the development of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of City and in accord with the public purposes and provisions of the applicable federal, state and local laws and the requirements under which the Project has been undertaken and is being assisted. NOW THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER 1.1 Purchase Price. The purchase price for the Property (the Purchase Price) shall be the sum of Three Hundred Thousand Dollars ($300,000.00)(One Hundred Thousand Dollars ($100,000.00) per acre for 3.00 acres) which shall be due and payable by Developer in immediately available funds in favor of City, on or before December 1, 2006, or on such other date as the parties may mutually agree (the Closing Date). 1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple title in the Property to Developer subject only to easements, restrictions, conditions and covenants of record as of the Closing Date hereof to the extent not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3, below: (1) City, at its sole cost and expense, shall deliver to Developer an abstract of title to the Property continued through the date of this Agreement reflecting merchantable title in City in conformity with this Agreement and applicable state law. The abstract shall be delivered together with full copies of any and all encumbrances and matters of record applicable to the Property, and such abstract shall become the property of Developer when the Purchase Price is paid in full in the aforesaid manner. (2) Developer shall have until time of the Closing Date to render objections to title, including any easements or other encumbrances not satisfactory to Developer, in writing to City. Developer agrees, however, to review the Abstract promptly following Developer's receipt of Developer's land survey and the Abstract and to promptly provide City with any objections to title identified therein. Nothing herein shall be deemed to limit Developer's or Employer's rights to raise new title objections with respect to matters 2 revealed in any subsequent title examinations and surveys and which were not identified in the Abstract provided by the City. City shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise Developer of intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing Date, or any extension thereof consented to by Developer, Developer may, at its sole discretion, either (a) terminate this Agreement without any liability on its part, and any sums previously paid to City by Developer (or paid into escrow for City's benefit) shall be returned to Developer with interest, or (b) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. 1.3 Riqhts of Inspection. Testinq and Review. Developer and/or Employer, their counsel, accountants, agents and other representatives, shall have full and continuing access to the Property and all parts thereof, upon reasonable notice to City. Developer and/or Employer and their agent and representatives shall also have the right to enter upon Property at any time after the execution and delivery hereof for any purpose whatsoever, including, but not limited to, inspecting, surveying, engineering, test boring, and performing environmental tests, provided that Developer and Employer 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 or Employer, their agents, or representatives upon the Property (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the Property), and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. and to make such feasibility studies and analyses as they consider appropriate. 1.4 Representations and Warranties of City. In order to induce Developer and Employer to enter into this Agreement and purchase the Property, City hereby represents and warrants to Developer and to Employer that: (1) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer or Employer, including, but not limited to, any action in condemnation, eminent domain or public taking. (2) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re-align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. 3 lease such property to Employer for use and occupancy with appurtenant uses which City has determined and represented to Developer and Employer is in accordance with the uses specified in the Urban Renewal Plan and in accordance with this Agreement; and WHEREAS, City believes that the development of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of City and in accord with the public purposes and provisions of the applicable federal, state and local laws and the requirements under which the Project has been undertaken and is being assisted. NOW THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER 1.1 Purchase Price. The purchase price for the Property (the Purchase Price) shall be the sum of Three Hundred Thousand Dollars ($300,000.00)(One Hundred Thousand Dollars ($100,000.00) per acre for 3.00 acres) which shall be due and payable by Developer in immediately available funds in favor of City, on or before December 1, 2006, or on such other date as the parties may mutually agree (the Closing Date). 1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple title in the Property to Developer subject only to easements, restrictions, conditions and covenants of record as of the Closing Date hereof to the extent not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3, below: (1) City, at its sole cost and expense, shall deliver to Developer an abstract of title to the Property continued through the date of this Agreement reflecting merchantable title in City in conformity with this Agreement and applicable state law. The abstract shall be delivered together with full copies of any and all encumbrances and matters of record applicable to the Property, and such abstract shall become the property of Developer when the Purchase Price is paid in full in the aforesaid manner. (2) Developer shall have until time of the Closing Date to render objections to title, including any easements or other encumbrances not satisfactory to Developer, in writing to City. Developer agrees, however, to review the Abstract promptly following Developer's receipt of Developer's land survey and the Abstract and to promptly provide City with any objections to title identified therein. Nothing herein shall be deemed to limit Developer's or Employer's rights to raise new title objections with respect to matters 2 revealed in any subsequent title examinations and surveys and which were not identified in the Abstract provided by the City. City shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise Developer of intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing Date, or any extension thereof consented to by Developer, Developer may, at its sole discretion, either (a) terminate this Agreement without any liability on its part, and any sums previously paid to City by Developer (or paid into escrow for City's benefit) shall be returned to Developer with interest, or (b) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. 1.3 Riqhts of Inspection. Testinq and Review. Developer and/or Employer, their counsel, accountants, agents and other representatives, shall have full and continuing access to the Property and all parts thereof, upon reasonable notice to City. Developer and/or Employer and their agent and representatives shall also have the right to enter upon Property at any time after the execution and delivery hereof for any purpose whatsoever, including, but not limited to, inspecting, surveying, engineering, test boring, and performing environmental tests, provided that Developer and Employer 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 or Employer, their agents, or representatives upon the Property (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the Property), and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. and to make such feasibility studies and analyses as they consider appropriate. 1.4 Representations and Warranties of Citv. In order to induce Developer and Employer to enter into this Agreement and purchase the Property, City hereby represents and warrants to Developer and to Employer that: (1) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer or Employer, including, but not limited to, any action in condemnation, eminent domain or public taking. (2) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re-align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. 3 (3) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. (4) City has good and marketable fee simple title interest in the Property. (5) The Property has a permanent right of ingress or egress to a public roadway for the use and enjoyment of the Property. (6) There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer and Employer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice. The Property is in material compliance with all applicable zoning, fire, building, and health statutes, ordinances, and regulations. The Property is currently zoned PUD and Employer's intended use of the Property as a corporate office/industrial facility is a permitted use in such zoning classification. (7) Payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property. (8) The Property will, as of the Closing Date, be free and clear of all liens, security interests, and encumbrances. (9) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject. (10) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer and 4 Employer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit C. (11) The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property that shall in any way be binding upon the Property, Developer or Employer. (12) City represents and warrants that any fees or other compensation which may be owed to a broker engaged directly or indirectly by City in connection with the purchase and sale contemplated in this Agreement are the sole responsibility and obligation of City and that City will indemnify Developer and Employer and hold Developer and Employer harmless from any and all claims asserted by any broker engaged directly or indirectly by City for any fees or other compensation related to the subject matter of this Agreement. (13) City shall exercise its best efforts to assist Developer and Employer in the development process. (14) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (15) With respect to the period during which City has owned or occupied the Property, and to City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws. (16) All city utilities necessary for the development and use of the Property as an industrial manufacturing facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees. (17) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. 1.5 Conditions to Closina. The closing of the transaction contemplated by this Agreement and all the obligations of Developer and Employer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: 5 (1) The representations and warranties made by City in Section 1.4 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit I. (2) Title to the Property shall be in the condition warranted in Section 1.4. (3) Developer having obtained any and all necessary governmental approvals, including without limitations approval of zoning, subdivision or platting which might be necessary or desirable in connection with the sale, transfer and development of the Property. Any conditions imposed as a part of the zoning, platting or subdivision must be satisfactory to Developer in its sole opinion. City shall cooperate with Developer in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, provided that City shall bear no expense in connection therewith. In connection therewith, the City agrees (a) to review all of Developer's plans and specifications for the project and to either reject or approve the same in a prompt and timely fashion; (b) to issue a written notification to Developer, following City's approval of same, indicating that the City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that Developer and its lenders shall have the right to rely upon the same in proceeding with the project; (c) to identify in writing within ten (10) working days of submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Property by Developer, and the construction, use and occupancy of the project with the intent and understanding that Developer, Employer, and their respective lenders and attorneys will rely upon same in establishing their agreement and time frames for construction, use and occupancy, lending on the project and issuing legal opinions in connection therewith; and (d) to cooperate fully with Developer and Employer to streamline and facilitate the obtaining of such permits, approvals and consents. (4) City, having given all required notices to or obtaining prior approval, consent or permission of any federal, state, municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the closing by City shall be deemed a representation and warranty that it has obtained the same. (5) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (6) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other 6 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. (7) Execution of a purchase agreement for the Property between Developer and Employer. (8) Receipt of an opinion of counsel to Developer in the form attached hereto as Exhibit D. (9) Receipt of an opinion of counsel to Employer in the form attached hereto as Exhibit E. (10) Developer and Employer shall have the right to terminate this Agreement at anytime prior to the consummation of the closing on the Closing Date if either Developer or Employer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in either party's sole and unfettered discretion. Upon the giving of notice of termination by such terminating party to the other parties to this Agreement, this Agreement shall be deemed null and void. 1.6 Closino. The closing of the purchase and sale shall take place on the Closing Date. Exclusive possession of the Property shall be delivered on the Closing Date, in its current condition and in compliance with this Agreement, including City's representations and warranties regarding the same. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing have been satisfied or waived. 1.7 Citv's Oblioations at Closino. 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 F (Deed) and appropriate resolutions of the City Council conveying to Developer marketable fee simple title to the Property and all rights appurtenant thereto, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3 below. (2) Deliver to Developer the Abstract of Title to the Property. 7 (3) Deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. 1.8 Deliverv of Purchase Price: Obliqations At Closinq. At closing, and subject to the terms, conditions, and provisions hereof and the performance by City of its obligations as set forth herein, Developer shall pay the Purchase Price to City pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting credit pursuant to Section 3.1 below. 1.9 Closinq Costs. The following costs and expenses shall be paid in connection with the closing: (1) City shall pay: (a) The transfer fee, if any, imposed on the conveyance. (b) A pro-rata portion of all taxes, if any, as provided in Section 1.10. (c) All special assessments, if any, whether levied, pending or assessed. (d) City's attorney's fees, if any. (e) City's broker and/or real estate commissions and fees, if any. (f) The cost of recording the satisfaction of any existing mortgage and any other document necessary to make title marketable. (2) Developer shall pay the following costs in connection with the closing: (a) The recording fee necessary to record the Deed. (b) Developer's attorney's fees. (c) Developer's broker and/or real estate commissions and fees, if any. (d) A pro-rata portion of all taxes as provided in Section 1.10. 1.10 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years that end prior to the Closing Date. Real estate taxes for the fiscal year in which the Closing Date occurs shall be prorated between City and Developer to the Closing Date on the basis of a 365-day calendar year. Developer shall payor cause to be paid all real estate taxes due in subsequent fiscal years. Any proration of real 8 estate taxes on the Property shall be based upon such taxes for the year currently payable. SECTION 2. DEVELOPMENT ACTIVITIES 2.1 Required Minimum Improvements. City acknowledges that Developer is building a corporate office/industrial facility on the Property for Employer. Specifically, Developer is charged with constructing the building and certain internal systems thereto, and with finishing the building including, without limitation, all interior improvements (the Minimum Improvements); all as more particularly depicted and described on the plans and specifications to be delivered to and approved by City as contemplated in this Agreement. Developer hereby agrees to construct on the Property an office/light manufacturing facility of not less than fourteen thousand (14,000) square feet of floor space along with necessary site work as contemplated in this Agreement at a cost of not less than $1,300,000.00. 2.2 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable federal, state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, applicable to the Property, in the records of Dubuque County, Iowa and the Americans With Disabilities Act. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the improvements to be constructed by Developer on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.3 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 by June 1, 2007. The time frames for the performance of these obligations shall be suspended due to unavoidable delays, meaning delays, outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in delays. The time for performance of such obligations shall be extended only for the period of such delay. 2.4 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying. Such certification (the Certificate of 9 Completion) shall be in recordable form and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement and in the Deed with respect to the obligations of Developer to construct Minimum Improvements. The Certificate of Completion shall waive all rights of re-vestment of title in City as provided in Section 5.3, and the Certificate of Completion shall so state. 2.5 Developer's Lender's Cure Riqhts. The parties agree that, if Developer shall fail to complete the Minimum Improvements as required by this Agreement such that re-vestment of title may occur (or such that the City would have the option of exercising its re-vestment rights), then Developer's lender or Employer shall have the right, but not the obligation, to complete such Minimum Improvements. SECTION 3. CITY PARTICIPATION 3.1 Acquisition Grant to Developer. For and in consideration of Developer's obligations hereunder to construct the Minimum Improvements, City agrees to make an Acquisition Grant to Developer on the Closing Date or such other date as the parties shall mutually agree upon in writing, in the amount of $150,000.00 ($50,000.00 per acre x 3.00 usable acres). The parties agree that the Acquisition Grant shall be payable in the form of a credit favoring Developer at time of Closing with the effect of directly offsetting a portion of the purchase price obligation of Developer. 3.2 Economic Development Grant to Developer. (1) For and in consideration of Developer's and Employer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer and Employer being and remaining in compliance with the terms of this Agreement, to make eighteen (18) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to the Developer as follows: November 1 , 2009 November 1, 2010 November 1, 2011 November 1, 2012 November 1, 2013 November 1,2014 November 1, 2015 November 1 , 2016 November 1, 2017 May 1, 2010 May 1, 2011 May 1, 2012 May 1, 2013 May 1, 2014 May 1, 2015 May 1, 2016 May 1, 2017 May 1, 2018 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts 10 equal to the actual amount of tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six-month period in respect of the Minimum Improvements constructed by Developer (the Developer Tax Increments). Developer recognizes and agrees that the Economic Development Grants shall be paid solely and only from the incremental taxes collected by City in respect to the Minimum Improvements, which does not include property taxes collected for the payment of bonds and interest of each taxing district, and taxes for the regular and voter-approved physical plant and equipment levy, and any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. (2) To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2008, its request for the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to the Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifies by December, 2008, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2009, and May 1, 2010.) (3) The Economic Development Grants shall be payable from and secured solely and only by the Developer Tax Increments paid to City that, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the Dentex TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the Dentex TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.2(1) hereof. The Economic Development Grants shall not be payable in any manner by other tax increments revenues or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Economic Development Grants in anyone year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the Dentex TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Developer as and to the extent described in this Section. (4) City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area, or any available 11 Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 3.2 hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer or Employer with respect to the use thereof. SECTION 4. COVENANTS OF EMPLOYER 4.1 Job Creation. Employer shall create ten (10) additional full-time (2080 hours per year) employees in Dubuque, Iowa within four (4) years from November 1, 2006, and shall maintain those jobs during the Term of this Agreement. It is agreed by the parties that Employer base employment in Dubuque, Iowa, as of November 1. 2006 of fifty-four (54) employees and Employer shall maintain those jobs during the Term of this Agreement. In the event that the certificate provided to City under Section 4.2 hereof on December 1, 2010 discloses that Employer does not as of that date have at least ten (10) additional full-time equivalent employees as provided hereinabove, Developer shall pay to City, promptly upon written demand therefore, an amount equal to $2,343.75 per job not created ($150,000.00 divided by 64 employees). In addition, for the positions that Employer fails to create and maintain for any year during the Term of this Agreement, the semi-annual Economic Development Grants for such year under Section 3.2 shall be reduced by the percentage that the number of such positions bears to the total number of positions required to be created and maintained by this Section 4.1. For example, if Employer has 54 current employees and is required to create 10 additional positions but Employer only has 60 employees on December 1, 2010, the Economic Development Grant that will be paid to Developer would be 94% (60/64 employees) of the Economic Development Grant provided in Section 3.2. 4.2 Certification. To assist City in monitoring the performance of Employer hereunder, four (4) years from the date of this Agreement, and again each year thereafter during the term of this Agreement, a duly authorized officer of Employer shall certify to City (a) the number of full time equivalent jobs employed at Property, and (b) to the effect that such officer has re-examined the terms and provisions of this Agreement and that at the date of such certificate. and during the preceding twelve (12) months, Employer is not or was not in default in the fulfillment of any of the terms and conditions of this Agreement and that no Event of Default (or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default) is occurring or has occurred as of the date of such certificate or during such period, or if the signer is aware of any such default, event or Event of Default, said officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, has been taken or is proposed to be taken with respect thereto. Such certificate shall be provided not later than December 1, 2010, and on July 1 of each year thereafter during the term of this Agreement. 12 4.3 Books and Records. During the term of this Agreement, Developer and Employer shall keep at all times proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer and Employer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer and Employer shall provide reasonable protection against loss or damage to such books of record and account. 4.4 Real Propertv Taxes. From and after the Closing Date, Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 4.5 No Other Exemptions. During the term of this Agreement, Developer and Employer agree not to apply for any other state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 4.6 Insurance Reauirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements (and, from time to time at the request of City, furnish City with proof of insurance in the form of a certificate of insurance for each insurance policy): (a) All risk builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the replacement value when construction is completed; (b) Insurance as set forth in the attached Insurance Schedule. (2) Upon completion of construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of City shall furnish proof of insurance in the form of a certificate of insurance) insurance as follows: (a) All risk property insurance against loss and/or damage to Minimum Improvements under an insurance policy written in an amount not less than the full insurable replacement value of Minimum Improvements. The term "replacement value" shall mean the actual replacement cost of the Minimum Improvements (excluding foundation and excavation costs and 13 costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (3) Developer shall notify City immediately in the case of damage exceeding $500,000.00 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such Purposes are sufficient. 4.7 Preservation of Propertv. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. Nothing in this Agreement, however, shall be deemed to alter any agreements between Developer or any other party including, without limitation, any agreements between the parties regarding the care and maintenance of the Property. 4.8 Non-Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, age or disability. 4.9 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any 14 party with whom it does business and shall not be obligated to perform any further examination into such party's background. 4.10 Non-Transferabilitv. Until such time as the Minimum Improvements are complete (as certified by City under Section 2.4), this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party without the prior written consent of City, which shall not be unreasonably withheld. Thereafter, Developer or Employer shall have the right to assign this Agreement and upon assumption of the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 4.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property or any part thereof that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as an industrial manufacturing center is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.12 Release and Indemnification Covenants. (1) Developer releases City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section, the Indemnified Parties) from, covenants and agrees that the Indemnified Parties shall not be liable for, and agree to indemnify, defend and hold harmless the Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (2) Except for any negligence, willful misrepresentation or any 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 15 further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Developer against City based on an alleged breach of any representation, warranty or covenant of City under this Agreement and/or to enforce its rights under this Agreement); or (2) the acquisition, construction, installation, ownership, and operation of the Minimum Improvements; or (3) the condition of the Property and any hazardous substance or environmental contamination located in or on the Property, occurring after Developer takes possession of the Property. (3) The Indemnified Parties shall not be liable to Developer or Employer for any damage or injury to the persons or property of Developer or Employer or their officers, agents, servants or employees or any other person who may be on, in or about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. (4) All covenants, stipulations, promises, agreements and obligations of City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City, and not of any governing body member, officer, agent, servant or employee of City in their individual capacity thereof. (5) The provisions of this Section shall survive the termination of this Agreement. 4.13 Compliance with Laws. Developer and Employer shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations for which the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer or Employer. SECTION 5. EVENTS OF DEFAULT AND REMEDIES 5.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, anyone or more of the following events: (1) Failure by Developer or Employer to payor cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. After the issuance of the Certificate of Completion, however, such event shall not entitle City to the remedy provided in Section 5.3. 16 (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer or Employer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 5.2 Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take anyone or more of the following actions after the giving of written notice by City to Developer and Employer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer or Employer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the defaulting party, deemed adequate by City, that the defaulting party will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of the Acquisition Grant to Developer, and City may take any action, including any legal action it deems necessary, to recover such amounts from the defaulting party; (4) City may withhold the Certificate of Completion; or (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 5.3 Re-vestina Title in City Upon Happenina of Event Subseauent to Conveyance to Developer. In the event that, subsequent to conveyance of the 17 Property to Developer by City, and prior to receipt by Developer of the Certificate of Completion, but subject to the terms of the mortgage granted by Developer to secure a loan obtained by Developer from a commercial lender or other financial institution to fund the acquisition of Property or construction of the Minimum Improvements (First Mortgage), an Event of Default under Section 5.1 of this Agreement occurs and is not cured within the times specified in Section 5.2, then City shall have the right to re-enter and take possession of the Property and any portion of the Minimum Improvements thereon and to terminate (and re-vest in City pursuant to the provisions of this Section 5.3 subject only to any superior rights in any holder of the First Mortgage) the estate conveyed by City to Developer, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to Developer shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in the event of default under Section 5.1 on the part of Developer and failure on the part of Developer or Employer to cure such default within the period and in the manner stated herein, City may declare a termination in favor of City of the title and of all Developer's rights and interests in and to Property conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interests of Developer, and any assigns or successors in interest to and in Property, shall revert to City (subject to the provisions of Section 5.3 of this Agreement), but only if the events stated in Section 5.1 of this Agreement have not been cured within the time period provided above, or, if the events cannot be cured within such time periods, Developer or Employer do not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's first mortgage lender, in a form reasonably acceptable to City and to Developer's first mortgage lender. 5.4 Resale of Reacquired Prooertv: Disoosition of Proceeds. Upon the re- vesting in City of title to the Property as provided in Section 5.3 of this Agreement, City shall, pursuant to its responsibility under law, use its best efforts, subject to any rights or interests in such property or resale granted to any holder of a First Mortgage, to resell the Property or part thereof as soon and in such manner as City shall find feasible and consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party or parties (as determined by City in its sole discretion) who will assume the obligation of making or completing the Minimum Improvements or such other improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such the Property or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such property or proceeds granted to any holder of a First Mortgage upon such resale of the Property the proceeds thereof shall be applied: (1) First, to pay and discharge the First Mortgage; ]8 (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 re-vesting of title thereto in City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, default or acts of Developer, its successors or transferees (except with respect to such mortgage(s)), any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property or part thereof, and any amounts otherwise owing to City (including water and sewer charges) by Developer and its successors or transferees; and (4) Fourth, to reimburse Developer up to the amount equal to (1) the sum of the Purchase Price paid to City for the Property and the cash actually invested by such party in making any of the Minimum Improvements on the Property, less (2) any gains or income withdrawn or made by Developer from this Agreement or the Property. 5.5 No Remedv Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 5.6 No Imolied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such 19 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. 5.7 Aqreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief that may be awarded. 5.8 Remedies on Default by City. If City defaults in the performance of this Agreement, Developer or Employer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of Developer or Employer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend their performance under this Agreement until they receive assurances from City, deemed adequate by Developer or Employer, that City will cure its default and continue its performance under this Agreement. SECTION 6. GENERAL TERMS AND PROVISIONS 6.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: If to Developer: Phil Mihalakis P & L Venture, LLC 555 East 1 ih Street Dubuque, IA 52001 Phone: (563) 582-3726 Fax: (563) 582-6717 With copy to: D. Flint Drake Kane, Norby & Reddick, P.C. 2100 Asbury Road, Suite 2 Dubuque, IA 52001 If to Employer: Steve Derby National Dentex 4121 Pennsylvania Ave. 20 Dubuque, IA 52002-2634 Phone: (563) 556-1911 Fax: (563) 556-9091 With copy to: Robert M. Schlein Posternak Blankstein & Lund, LLP Prudential Tower, 800 Boylston St. Boston, MA 02199-8004 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: City Attorney City Hall 50 W. 13th Street Dubuque, IA 52001 Or at such other address with respect to any party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 6.2 Bindina Effect. This Agreement shall be binding upon and shall inure to the benefit of City, Developer and Employer and their respective successors and assigns. 6.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on July 1, 2016 (the Termination Date). 6.4. Execution Bv Facsimile. The parties agree that this Agreement may be transmitted among them by facsimile machine. The parties intend that the faxed signatures constitute original signatures and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding on the parties. 6.5 Memorandum of Development Aareement. Developer shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit H in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. 21 CITY OF DUBUQUE, IOWA P & L VENTURE, LLC (DEVELOPER) By: Roy D. Buol, Mayor By: Phil Mihalakis NATIONAL DENTEX (EMPLOYER) By: Jeanne F. Schneider, City Clerk By: Steve Derby 22 INSURANCE SCHEDULE A 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 25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions from the standard ISO commercial general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. 23 INSURANCE SCHEDULE (Continued) 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 Govemmentallmmunities Endorsement 24 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims 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 25 POllCY NUMnrn COMMERCIAl.. GENERAL UA.BIUTY CG 20 26 07 G4 THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION 1 his, eodofsement mooifie5 inSllrance :xc'.noed undtsl thu 'oll;)wing COMMERCIAL GENERA.lllABllITY COVERAGE PART SCHEDULE Name Of Additian.!!~ I.nsured P.I'$C)n('. Or OrganIza1ion{sj_ __ Thf: C1-:)' 0" Oubuque~ includin9 l'tll Its €'1E>:::t~rt ,wd ,1ppointcd officials,. all i-:s E,plo:tee!:i dud \'olufltei'rS, all 1:5 tlOar'ds~ (.(Jllrlliss.ions. i.:nd/m' autl1orit;~s and t1e1r 1J:)3rrl 11€111twrs. empl~yep.s ~nd volunteers, UP9rm.atJcn -r;cwreo ;0 COf'1~t~ ~ Schedule,,_!f..not i!:hClWn -;b~:~1!1I be snown inJ~~_peclaral:ior,s J Sct.;;IKm JI - Who kI An klaurvd is ~dcd 10 10- elude 8S an eddiliona im;urodtho pcr::04;w(r;; 011 (Jrg;3(lt z:s.tion($) mown in the; Sehrodtlkt, but onty wnt: rE!1lpect to liability for .'t1o;jil~' injury". "prqJeiy damage" or "personal and ad\l~&irg Inlury' calJSeO, in whc4! or in part. by your <It:-lS or omi$sk)r-$ cr the acts or om:s- siOM of th::.se acting on your beralf: A, In the performance ot yourorgctr.g ooerattl)r~,. cr B, In cOnne<::1ic.H'I \vilh VDlJr ;::lremise3- owned by Qr fl!ntl'!fl1fi:lO'I :tPEC'tl~~- r.r..?n '~O"04 (~ ISO Pmoer::ies. I fIC" 2004 Page 1 of 1 o 26 ACORQ. CERTIFICATE OF LIABILITY INSURANCE .:=r~~~;;;,~' TI-lIS CERl1FICATEtsJSSIJED.AS A MATTER Of- IHfONMAl1QN CML't AND CONftRS NO RtGHTS UPON TIo4E CER11FICA TE HOLOER. THIS CERTI"ICA H: OOE.S NOI AMEND, E)cTEJID OR At TER THE C9I1E.R.~9:: -.FFDMDED BY tHE POUCU=:S BELo.<<t. FAX (Stij}S5o-44l~ 1'~D;.;t.~. (5-63)S!t6-0Z7Z 116UKANU:. AU:N( 1 ~11(1:t.1 ,I\OOIlESS llll, ~IAIL. lIP CODE 1"!H.i/lt:llCO~Y Slr~l Addrc")S City, Stat~. lip IINISURJ:RS ,~~DING CQ'/ERAGE N:;"H.,'" Insurance C~~IIY ....;,..,..,.,., ~~~_. (.ode r~;.H ': ",';..1.' r.,;. I,~ I " THF Mllr:\F3 nF ..... ~IJP..;.N.:L U::;IL_' ~LOW I ""..r OO:loo lS!:U[D TO TI1F INSIJRt"O N.....,.~D I'.w.,...l::o I-L,!-( I He. .> JUI..;Y -'LHILllllr.;()ll'Y"1 '_L: "0..;' WI I .j~. II>NUW JotU nC::l<Jlr..r:IAE"lT TE=thll-~.:;r."'~llll(Jfol (0+- No" ~:CH 11,/,'.(;1 (,Q OTl-EP.DD~UfAENT "JlTH RESPE::;r TO '1'01-11:::_/.1 "'I~. :.'10'" h.le/. I' _......y 1'1' l~:r.: If II (II<" "':'1 P"H 1.'\f'. 1 Hl. INf.ilJP......CC AlTeRJ::l ~.y -11S:: rr)_I::iIF.t Of~;::~IH;,.;J l*-H:I,IN a.:,. :,jlAlJL'::: I IUAlL -, III L~.m LKC.' ;>1~it<L-S .e.,N[._ :': .")"flITiClNS OF ~lln. PQ.,;.::ES.<l,CGP.F::-;.o:. ,F I f.'lT!';. ~I,\'N Wo.'I' I-A'Jl- lU.LN .~LL:Ur.;_U .J'f ....JL; r.;.../'4IW.: -~-~-~ _....v. TYPFn~Nl'ilJR"""-'" GOEU,I UN:IIJlf X 1111l... <ll~' if- 'k'"'~ '-,*,Ilr~l ---------; R..... 1oO""~ IX '. 'II_ I '.1.' 1'(J.J(,,,,,,,UlIIQijil ""'" :"v,'~;::....: N)L1C"n.rvv.'l)I; LWll! .~:, .,:'.'.UIIl''',.., -"",~,.,;)_,....~">t"._l; ..:_":.L-''-'.''-....~L. .~~\{:-;-~It-W".'.... ..., ''''-L' Ll' ,..",~ "1>-";)', A , '-~~;-"'I~, ~ ;,;"/ ~.Lt';r :..,.."...... ..t.;'...~l;----.'l; ".C:', . , W-It?:\<.,-ro-UT,):' ffR:) NrfJ~ , 4;" L, ,_' ,'" \.fl-~~ ,'.. i< i~ flU;. ,_. ,r, .; "--,', ...y.. ... n :'i:~:.H:.. 11011 ~ .000 x ' f~.~ ~,JTr ,ou::",,,,.,,,,,,,,,:; ClIl1....'Y,. '''-"",<=,,, rr,,")~\'IU""I.".l:; '~l' \....., .I.~ :"''''....~~~, ~.llJr "IY -:~'oIo>o:'; :P<.o- ""~.__'; (;Jr,1\ACiEL>MU'f'f nN"-Lm:J . ,tl1r:N v.t-.....l:-:IJ~.d tf'Il[,~ 1"<''' ....T.1'-..." ,.....u ....,;; t.:CO':'SIS'U*l'itw. U*.ffV =:J ','.''''" I "^'" .~o, r...._"r:'..I._IM.' ::ECl.l:-!l..E ~.:;.;p:r""'L .....'''"'VOoI II/llOBI"R!I~~mll"lIlJ _O'O_'UI".M.Jr'i " Nnl.,e:r<<f-I~AA'>f'-:"lEFI'E)GC'JT''JE. '-"IV'_~"'e"..t:',~l.J.a:.1 ~;i~ F-~.~~~~ :~_ u,~ 1M N I. , I: :.. X 11(;:0""' ...rH: L._ :1~:"":O1. t"'l~'rJ:l' I .. E.., :1~,'."'.lH ""_:..1+,;41 t!ll '" 100, l~,O ..>_t)C;t,__ ,F: cH:..I ;0":.:.'-:1".,, ,~ 1lI!:m;1l..1Uiii;r..~II.1Nll'u.o..:AlIV~;; 'lIt"""~,..v:.I.~O)II~<UlCEI:I...-..-ewTr!l~.~~ CITY OF DUBUOUE IS liSTED 16 A.."4 AOOmONAL INSURED ON GENERAL lIAB[lfTY POl IC"u'i. uS-1N(. ISO ENOC.RSE- N1 FORfIf (G 20 26 07 04 "ADDTlTOfW lNSUkEO-DESIGMATED PERSOIiil OR ~"UATJ(lti" OR 115 E~IVILANT. NERAl LIABILTIY POUCY IS PRIlWtY AND NON-c(WllUIUTIM:;. RJI'l! 0:;:; 25 04 03 97 "OESIGNATED LOCUI(WS." NERAl lIABILITY NXiIIEGAn LINn SHAll BE INCl..UDED. GO\I[INlI)iIT41. JMMUNll1t~ 1:::,ollr:s'EIIENT IS INCLOOED. U POLICIES SH4Ll 8( [MJOrtS[D TO PWVjOE 30 MY ADVANCE MJTICE OF CAN::"[LutlON TO CITY OF DUBUQUE CITY OF OlIBWlE CITY HAll 50 W. 13TH STREET UUHUUUt. ~A >2001 8lI~AHYOF THEABO'I'EDE:liCfijJ[OPOl-C::.:;'O: C,I,"ru:rllrD~It.Rt: '"" EJCl'lllAnONlA.TETIERlOF. "*I&l!iIi.~NIWI{:R_II~""" JP_llAVli,.If;iTT8'oIJI(l1W"..ElOT.(:I'It'"w:('"_.urltn 0f'Il! _mIl) '''''''U::~l. ~"'_lliOl-*tdCliIIIIlrI'" -U"~N~ IOOJ :~~ "'-1D.~~).'XXXX1( ~Clllrl'~i'..n...r ACClRn 2li f2001.'1)B'l IPACOOD CORPORATION 11f,B 27 L IMPORT ANT If the ccftir<:ate hl)l~ I!. an J'I,OOI! {)t~lIN~VKEl> lhtl pulio;;'tl.....:(: III,.':'W bt:: ~ Uo'~. A ",L:d*:!ll\eflt UII th~ c~lifn;ale coes not COnrE!f ~trl510 the w;tiftC~te 1,,;lIl<<:r ilt 111":11 \)1 ~)l;il ~tl.kIf~llIell!Il>). If s.ue=i:OG^ TIQN IS '....A rvt-D, SUOJeCl: 10 trlEt IYns .Inti UJI.tiilil;lI~ I)f lh~ ~11..1i....." I.J:::'lldj(, poli(.j~.. may ltl'qwm "'1 t!tll....serrof-nt.4 statement on :hl~ C8rtj~e l,k:lr:':c. r"lll;!lflf~ 1'91.1:lIL Ill", l~lli1io.Allt:l holdel illliu., Or !';oll(':r erlr1~'1t\B;' DISCLAIMER the Cenficatc.: of,n$ur;t"'-~ M 'lhP. rf'!"~ra@!'1dJ!o otitis t]fm dlJ(.'~ 1)0( un:;;titvlt: .,WlltCd12 1~I'ofl'I;!el' ~he IEi5LJI'iQ insuft;l(s:, auttOflloo repres.ent3tI\le or pIOdOCEr, and :t1f::f ~tiiCillkt t...,.w-. I~I -101% il al1lfrtall'JeIy or nt,llJ""""'~ illf.,lIl. fxtend orarter IIle CD'/lerage affon:ioo b( tho lX:djl.;~~ li~~III~It:lllt SPECIMEN ACORD ~ 120011'081 28 roucY rW\JIB[J~ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LLABIUn CG 250403 91 DESIGNATED LOCA TION(5) GENERAL AGGREGATE LIMIT SPECIMEN COMMERCIALGENERAlllAAltliy COVF~E PART Tlllb t:ur.k;tl::iar-.ant modifiP.!l irl'.l..;;n~ prn.J......M 11ndt-1 ~e fcllo'Ning' SCHEDULE rOOlgna,od Loc.ticm(&) :If n::. Cf".I1,' appaars abnvp. iTformaticn reQUired to compEte this en~~nl w., h~ l;IIlIWn In the DecI:::-I"sOOr.s; 85 R[lpk.3bte to tlis etnconoer.Eflt.} A. For all .:;own:; wh'ch the i'"i:9.u-ec b~)~ letJ~11y :)~ted 1u M ""~ .jamatJe6. caused bol "occuner"a~!" :JMP.r ('.()VFRAGF A fSECTION II. and to- all medir:a1 expenJe$ caused b,. ;;cc- dents under COVtHAGE C (SECTION I). whic1 can be attributed only to Of::el'aoc>ns of 0 singre ri!l~n3led ~~ion" show'l in the Sc"eCIU'O ooow<e: 1. A seoarate Detig"\ailSd Loc".tion Ge~l Ag9'ega~ ..imit ap:>l,es to each des.gnak:d 1ocat~r, and :hat imjt is P.QIJffI 10 tM ;;,mvl.ml uf tJIC Gtttll:tli:ll A;lgregate Urn 1 8hown in the DeclSfatl()f\s 2. Thc- DesignatEd :....ocatlon (;.anerR Aggegale Irn_L 1110 lhe IltIJlSt '''"tl wijl p.;:i)' for the sum of all darr.agea unde-r co'",cn,.,oC A, CXCeP': dilm- BQ66 becaLi8& of "bodily IOJl.:f'J' 01' ')>top=rtj ~~gE'. mt:lu1ed il" tf"le 'produ~<Dmpleted :)perations hazarc". i:ind 101 medical E!x~erne!'.. under COVER4GE C reaardleSoS of the nurn- 'oCt 01 a. nsw6l:bi b. C;aims ma:;l~ 0< -~uih:>' U'U\.-yt t, 1..11' c. Persons: CX' org3r,izll'ionR maki"'i) C1,llms Dr brl"lgll1g 'sulls. 3. A~'t pwymer.ts made under COVERAGE A lor damages or undP.f C.O\/'f RAGE C fot mA::tlC8;8 e.llpe"lses shall reduce ttE OeSlg- nat-?c locatiO" Ge Iot:I~A1,Iyt~Clle Limn 10' Iha: designated 'lOeoshor1" ~h poyrn-:n'!s s.h;11 not reduce thEr Genern Ags fe.;}'}~ ! 1I11.t ;hewn in ~ ~;:.I\t(Jnl;: '1Or S'l-3i1 they re-. d~ an)' ol7l€f [)e$ianated W...cr.ion Gereral Aggregala Limit for 8'"'"11 ::We'!f desl1n.al.$j '1o(;~i:,"~ shown In the St:hedLie aoov~ 4. The :imifs shQwn in 1f1e Cedaraoom: for Each OCCU!fOOce. Fire D~ Rr'ki \'''ed~::al ().~ per~ (x)ntinue 10 apply. However. nstead of bei'lg !'..Uoje:::t to the General AflYu:tgal:!! LiM1 snowr in ......1Y DBdarah:m5" 50uch lmrts Wlt be bu4~ l.lJ lilt:: iJPV'K.Clblc: Jesig'Jaced lor.;:;,on General Ag91t:;914:~ llrnrl 29 B. Fe.-. ~Il sW'm. Wllll;L lh: ill";).-ft;'Q beoomes legc:I'fy oblig;:Jted to PWy ~ damages cs....s.od by '(JU:~llrrfJ'lcee' und&r COVERAGE A. 'SE.CTlQN I). al"d fl;:. all mecK.<,,1 ~.ll~ (~1~~1 hy .:t(T.;. dants unOOf COVERAGE C (SECTION I) whc.h cannot be 8ttriblJted only fc. ::paratons at a sin ~Ie clesi;Jnate::l '1acahcn' shown ir. the Sch~u~ aooltl:l. 1, A'l\] flaVTTP.rml 'Tlade Loder COVEAAGE A lor danage~ C( Jnder COVERAGF C :or nledl:.:a expenses shall reducE the arTlount a\'allatl~ unaer th3 Gt!PI!'l..1 Aggregate LImit Of I'm Pr;:xjU[;ts-C:.:nJJ6ckd ~Clbop~ Ag- gle9!Jt~ Lmd ""hd,~r is appolbaolc and 2. ti\,d'1 payrner-ts snail not redl..C6 iiny Designated L.a:ation Gen:lr al Awc:\IiJtt: limit. c_ 'Nnen (.~age fr}r h;;2l:)IIII)' HlliSlrrg UI..: d tho:1 'produCW completed oper::;tione h:JZ3rd' ie pro- ...iced. any payment':! for C1Bmages ber:cl.llS(' :>1 'bodj'i ir!Jur{ Of .prcperty damage-" neluded in Ule "j1fwuCl.$-completec o::of:lations. hazard. will reduoe ttJe PrOOucts-Gompie1ed Oper..h:Jr~ A1J- gregate limit Ci:1d riOC redLCC the Ge'leral /VJ gregate LJmlt nor Itle ues~;n31<:'!::I I xHlnn Ge-'1- eral Aggrega1e Limit D. For lho puposes of thi5 enoorsernent. 'ne Defi- nitIOnS l:::ieC':ll)O I~ ~P.d b\' the 9d:iiton of the fcttc:wing je'lnit'CfI' ~Locatjoo" means prC("lIses r'lvOiv ng troe saine Of CCflrectmg lOts, or r:r~~e:> w-.os,e oonne~- :Ion 15 Inte-ru:Jted anl'l ty a s:rest ruadwi:fJ. 'ird- 1erway ;;,r rigr-t-cf-onay of a Rlilroad. E. I ne prOVlOOra Of Ilrnts Of !nsurao::lE (S8....-110N 1m "'x ottEf'Wise mo:lified by this endurser'lenl '5<hall c.clltnlH!! tc apply as SipulaleG. SPECIMEN 30 EXHIBIT A URBAN RENEWAL PLAN 31 AMENDED and RESTATED URBAN RENEWAL PLAN Dubuque Industrial Center Economic Development District City of Dubuque, Iowa This Amended and Restated Urban Renewal Plan provides for the further expansion of the Dubuque Industrial Center Economic Development District, originally established by Resolution 130-88 of the City Council of the City of Dubuque, Iowa on May 2, 1988 and thereafter amended and restated by Resolution 484-90 of the City Council of the City of Dubuque, Iowa on December 17, 1990. Resolution 48-97 of the City Council of the City of Dubuque, Iowa on January 20, 1997 authorized and directed this amendment. Prepared by the Community and Economic Development Department. February 1997 32 TABLE OF CONTENTS A. INTRODUCTION Page 1 B. OBJECTIVES Page 2 C. DISTRICT BOUNDARIES Page 2 D. PUBLIC PURPOSE ACTIVITIES Page 3 E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 4 F. LAND ACQUISITION AND DISPOSITION Page 5 G. FINANCING ACTIVITIES Page 6 H. STATE AND LOCAL REQUIREMENTS Page 8 I. DURATION OF APPROVED URBAN RENEWAL PLAN Page 8 J. SEVERABILITY Page 9 K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN Page 9 L. ATTACHMENTS Page 9 33 AMENDED and RESTATED DUBUQUE INDUSTRIAL CENTER ECONOMIC DEVELOPMENT DISTRICT URBAN RENEWAL PLAN City of Dubuque, Iowa A. INTRODUCTION This AMENDED and RESTATED URBAN RENEWAL PLAN (the "Plan") has been prepared to provide for the expansion and further development and redevelopment of the DUBUQUE INDUSTRIAL CENTER ECONOMIC DEVELOPMENT DISTRICT (the "District") first established by the City of Dubuque on May 2, 1988. Its intent is to stimulate economic development activities within the expanded District through the commitment of public actions as specified herein. To achieve this objective, the City of Dubuque shall undertake the urban renewal actions specified in this Plan, pursuant to the powers granted to it under Chapter 403 of the Iowa Code, Urban Renewal Law. This Plan is an amendment and restatement of the Dubuque Industrial Center Economic Development District Urban Renewal Plan adopted by Resolution 130-88 of the City Council of the City of Dubuque, Iowa on May 2, 1988 and subsequently amended by Resolution 484-90 on December 17, 1990. Resolution 48-97 of the City Council of the City of Dubuque, Iowa on January 20, 1997 authorized and directed the preparation of this latest amendment to the Plan. This Plan shall serve as a new urban renewal plan for the expanded District described herein. The division of taxation authorized by Section 403.19 and the separation of incremental taxes as defined in Section 403.19(2) have been implemented in the existing area of the District (hereinafter referred to as "Subarea A"). Under the terms of this Amended and Restated Plan, the tax increment mechanism shall be continued and implemented within the proposed expansion area of the District (hereinafter referred to as "Subarea B") as well. The expanded District shall be subject to the provisions of a revised ordinance of the City of Dubuque with respect to the division of taxes levied and collected within each of Subarea A and Subarea B of the District. Incremental taxes shall be determined separately with respect to each of the Subareas comprising the expanded District, and when collected shall be applied, subject to such liens and priorities as may exist or be from time to time provided, with respect to the Amended and Restated Dubuque Industrial Center Economic Development District, as so amended. 1 B. OBJECTIVES OF THE PLAN The primary objectives of the Plan are the development and redevelopment of the expanded District for economic development activities, primarily industrial park development, through: 1. Provision of marketable industrial development sites for the purpose of job-creating economic development activities; 2. Provision of public infrastructure improvements, including sanitary sewer, water and stormwater detention, supportive of full development of the District; 3. Provision of a safe, efficient and attractive circulation system; 4. Establishment of design standards which will assure cohesive and compatible development and redevelopment of the District; 5. Provision of public amenities that provide an aesthetically appealing environment, including open space, buffering, landscaping, water features, signage and lighting to create a distinctive and attractive setting; 6. Creation of financial incentives necessary to encourage new and existing businesses to invest in the District; and 7. Expansion of the property tax base of the District. C. DISTRICT BOUNDARIES The District is located within the City of Dubuque, County of Dubuque, State of Iowa. The City of Dubuque believes that the objectives of the Plan can best be accomplished by defining the real property included within the District as two separate areas so as to distinguish the existing District (Subarea A) from the proposed expansion area (Subarea B). Subarea A of the District shall consist of the real property legally described as follows: All of the Dubuque Industrial Center First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth and Eleventh Additions and the adjoining public right-of-way, all in the City of Dubuque, Dubuque County, Iowa. Subarea B of the District shall consist of the real property legally described as follows: 2 Lot 1-1 of the NW 1/4 of the NE 1/4, the West 3/4 of the NE 1/4 of the NW 1/4, the East 1/4 of the NE 1/4 of the NW 1/4 of Lot 1, Lot 2-1 of the SE 1/4 of the NW 1/4, Lot 1-1 of the SE 1/4 of the NW 1/4, and the SW 1/4 of the NE 1/4, all in Section 30, T89N, R2E, 5th P.M., Dubuque County, Iowa; also, the NW 1/4 of the SW 1/4, the NE 1/4 of the SW 1/4, Lot 1 of the SE 1/4 of the SW 1/4, and Lot 1 of the SW 1/4 of the SW 1/4, all in Section 30, T89N, R2E, 5th P.M., in Dubuque County, Iowa; and all that part of a 100-foot-wide strip of the Chicago Central Pacific Railroad right-of-way lying in the SE 1/4 of Section 30, the SE 1/4 of the SW 1/4 of Section 30, the NW 1/4 of Section 31, and the NE 1/4 of Section 31 all in T89N, R2E, 5th P.M. Dubuque County, Iowa, the centerline of which is more particularly described as follows: Beginning at a point of intersection with the easterly line of the SE 1/4 of Section 30, T89N, R2E, 5th P.M., thence southwesterly along the centerline of said railroad 2,700 feet, more or less a point of intersection with the westerly line of the SE 1/4 of said Section 30; thence southwesterly continuing along said centerline 845 feet, more or less, to a point where the railroad right-of-way widens to 200 feet, said point being the terminus of this description; also, Lot 1 of the NE 1/4 of the SE 1/4 of Section 25, T89N, R1 E, 5th P.M., Dubuque County, Iowa, and a part of Lot 1-1-1 of the SE 1/4 of the SE 1/4 of Section 25, T89N, R1 E, 5th P.M., Dubuque County, Iowa, described as follows: beginning at the NE corner of said Lot 1-1-1; thence S 00 degrees, 15' 43" W 562.15 feet along the east line of said Lot 1-1-1; thence N 89 degrees 05' 38" W 1,336.86 feet along the northerly line of Lot 2-1-1- of the SE 1/4 of the SE 1/4 of said Section 25 and extension thereof to a point of intersection with the west line of said Lot 1-1-1; thence N 00 degrees 34' 17" E 528.75 feet along said west line; thence N 89 degrees 28' 22" E 1,334.04 feet along the north line of said Lot 1-1-1 to the point of beginning, and any adjoining public right-of-way. The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT map (Attachment A). The City of Dubuque reserves the right to modify the boundaries of the District at some future date. Any amendments to the Plan will be completed in accordance with Chapter 403 of the Iowa Code, Urban Renewal Law. D. PUBLIC PURPOSE ACTIVITIES To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared to initiate and support development and redevelopment of the District through, among other things, the following PUBLIC PURPOSE ACTIVITIES: 1. Acquisition of property for public improvements and private development; 2. Demolition and removal of buildings and improvements not compatible 3 with or necessary for industrial park development and all site preparation and grading required in connection with such development; 3. Improvement, installation, construction and reconstruction of streets, utilities and other improvements and rights-of-ways including but not limited to the relocation of overhead utility lines, street lights, construction of railroad spur tracks, appropriate landscaping and buffers, open space and signage; 4. Disposition of any property acquired in the District, including sale, initial leasing or retention by the City itself, at its fair value; 5. Preparation of property for development and redevelopment purposes including but not limited to activities such as appraisals and architectural and engineering studies; 6. Use of tax increment financing, loans, grants and other appropriate financial tools in support of eligible public and private development and redevelopment efforts; 7. Enforcement of applicable local, state and federal laws, codes and regulations; 8. Enforcement of established design standards in furtherance of quality development; 9. Development and implementation of a marketing program for the purpose of promoting the purchase and development of industrial sites by private developers; 10. Coordination and cooperation with the improvement of Seippel Road as it affects Subarea B's accessibility to U.S. Highway 20. Public purpose activities are limited to those areas delineated on the PUBLIC PURPOSE ACTIVITY AREA map (Attachment B). All public purpose activities shall be conditioned upon and shall meet the restrictions and limitations placed upon the District by the Plan. E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and all District properties the development and/or the redevelopment of which is assisted by the City through any of the PUBLIC PURPOSE ACTIVITIES listed above. 4 1 . Land Use a. Subarea A shall continue to be developed under the regulations of the existing Dubuque Industrial Center Planned Industrial District. The allowed uses provide for a mix of commercial and industrial land use activities. LAND USE maps (Attachments C1 and C2) identify the existing and the proposed land uses within Subarea A. b. Subarea B is intended to be an expansion of the Dubuque Industrial Center and will provide additional land for commercial and industrial land uses within a quality industrial park setting. LAND USE maps (Attachments C1 and C2) identify the existing and the proposed land uses within Subarea B. 2. Plannina and Desian Criteria The planning criteria to be used to guide the physical development of both Subarea A and Subarea B are those standards and guidelines contained within the City of Dubuque's Zoning Ordinance and other applicable local, state and federal codes and ordinances. a. Subarea A development will continue to be additionally governed by the Conditions of Development and Operation Documents of the Dubuque Industrial Center Planned Industrial District as amended from time to time. b. Subarea B will develop under a new PI Planned Industrial District ordinance as required by Section 3-5.5 of the City of Dubuque Zoning Ordinance. Development within Subarea B will follow the Planned Unit Development regulations which require a conceptual development plan and specific design and performance standards to be approved by ordinance. F. LAND ACQUISITION AND DISPOSITION The City of Dubuque is prepared to acquire and dispose of property in support of the development and redevelopment of the District within the parameters set forth below. 1. Land Acauisition The City intends to negotiate the purchase of Subarea B, excluding the railroad 5 right-of-way, through contractual agreement. However, the City will acquire, through eminent domain, any property for public or private development and redevelopment purposes should it be unable to acquire land through negotiated purchase. The City also reserves the right to acquire, by negotiation or eminent domain, property rights required for the construction or reconstruction of streets and public utilities, or any other public facility or improvement. 2. Land Disposition Publicly held land will be sold for the development of viable uses consistent with this Plan and not for purposes of speculation. Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the Iowa Code, Urban Renewal Law. Developers will be selected on the basis of the quality of their proposals and their ability to carry out such proposals while complying with the requirements of this Plan. Developers will be required by contractual agreement to observe the Land Use Requirements and Planning and Design Criteria of this Plan. The contract and other disposition documents will set forth the provisions, standards and criteria for achieving the objectives and requirements outlined in this Plan. 3. Relocation Reauirements No relocation is anticipated at this time. G. FINANCING ACTIVITIES To meet the OBJECTIVES of this Plan and to encourage the development of the District and private investment therein, the City of Dubuque is prepared to provide financial assistance to qualified industries and businesses through the making of loans or grants under Chapter 15A of the Iowa Code and through the use of tax increment financing under Chapter 403 of the Iowa Code. 1. Chapter 15A Loan or Grant The City of Dubuque has determined that the making of loans or grants of public funds to qualified industries and businesses is necessary to aid in the planning, undertaking and completion of urban renewal projects authorized under this Plan within the meaning of Section 384.24(3)(q) of the Iowa Code. Accordingly, in furtherance of the objectives of this Plan, the City of Dubuque may determine to issue bonds or loan agreements, in reliance upon the authority of Section 6 384.24A, 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 Financina The City of Dubuque is prepared to utilize tax increment financing as a means of financing eligible costs incurred to implement the Public Purpose Activities identified in Part D of this Plan. Bonds or loan agreements may be issued by the City under the authority of Section 403.9 of the Iowa Code (tax increment bonds) or Section 384.24A, Section 384.24(3)(q) and Section 403.12 (general obligation bonds). The City acknowledges that the use of Tax Increment Revenues delays the ability of other local taxing bodies to realize immediately the direct tax benefits of new development in the District. The City believes, however, that the use of Tax Increment Revenues to finance the development of new industrial land and to promote private investment in the District is necessary in the public interest to achieve the OBJECTIVES of this Plan. Without the use of this special financing tool, new investment may not otherwise occur or may occur within another jurisdiction. If new development does not take place in Dubuque, property values could stagnate and the City, County and School District may receive less taxes during the duration of this Plan than they would have if this Plan were not implemented. Tax increment financing will provide a long-term payback in overall increased tax base for the City, County and School District. The initial public investment required to generate new private investment will ultimately increase the taxable value of the District well beyond its existing base value. Tax increment reimbursement may be sought for, among other things, the following costs to the extent they are incurred by the City: a. Planning and administration of the Plan; b. Construction of public infrastructure improvements and facilities within the District; c. Acquisition, installation, maintenance and replacement of public 7 investments throughout the District including but not limited to street lights, landscaping and buffers, signage and appropriate amenities; d. Acquisition of land and/or buildings and preparation of same for sale or lease to private developers, including any "write down" of the sale price of the land and/or building; e. Preservation, conservation, development or redevelopment of buildings or facilities within the District to be sold or leased to qualified businesses; f. Loans or grants to qualified businesses under Chapter 15A of the Iowa Code, including debt service payments on any bonds issued to finance such loans or grants, for purposes of expanding the business or activity, or other qualifying loan programs established in support of the Plan; and g. Providing the matching share for a variety of local, state and federal grants and loans. 3. ProDosed Amount of Indebtedness At this time, the extent of improvements and new development within the District is only generally known. As such, the amount and duration for use of the Tax Increment Revenues for public improvements and/or private development can only be estimated; however, the actual use and amount of Tax Increment Revenues to be used by the City for District activities will be determined at the time specific development is proposed. It is anticipated that the maximum amount of indebtedness which will qualify for Tax Increment Revenue reimbursement during the duration of this Plan, including acquisition, public improvements and private development assistance, will not exceed $18,000,000. At the time of adoption of this Plan, the City of Dubuque's current general obligation debt is $14,200,000 (a list of obligations is found as Attachment D) and the applicable constitutional debt limit is $91,286,810. H. STATE AND LOCAL REQUIREMENTS All provisions necessary to conform with state and local laws have been complied with by the City of Dubuque in the implementation of this Plan and its supporting documents. 8 I. DURATION OF APPROVED URBAN RENEWAL PLAN 1 . Subarea A This Plan shall continue in effect until terminated by action of the City Council, but in no event before the City of Dubuque has received full reimbursement from all incremental taxes of its advances and principal and interest payable on all Tax Increment Financing or general obligations issued to carry out the OBJECTIVES of the Plan. 2. Subarea B This Plan shall continue in effect until terminated by the City Council; provided, however, that the collection of Tax Increment Revenues from properties located in Subarea B shall be limited to twenty (20) years from the calendar year following the calendar year in which the City first certifies to the County Auditor the amount of any loans, advances, indebtedness or bonds which qualify for payment from the division of Tax Increment Revenue provided for in Section 403.19 (tax increment financing) of the Iowa Code. The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended from time to time by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity. J. SEVERABILITY In the event one or more provisions contained in this Plan shall be held for any reason to be invalid, illegal, unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or unenforceability shall not affect any other provision of this Plan and this Urban Renewal Plan shall be construed and implemented as if such provision had never been contained herein. K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN This Plan may be amended from time to time to respond to development opportunities. Any such amendment shall conform to the requirements of Chapter 403 of the Iowa Code. Any change effecting any property or contractual right can be effectuated only in accordance with applicable state and local law. 9 L. ATTACHMENTS A Urban Renewal District Map B Public Purpose Activity Area Map C Land Use Maps C1 Existing Land Use C2 Proposed Land Use D List of General Obligations 10 EXHIBIT B LEGAL DESCRIPTION Lot 1 of Lot B, Dubuque Industrial Center West 6th Addition 11 EXHIBIT B-1 SITE LAYOUT 12 I-~.' , "".:l, r--:a- r~" , . ~ 1_3' ji.... ',-~. r=- ..,~ I=-= '.' -;1-- II~I-- .. .j I i"':-- I! i i-+;~" i r=:::: ',' , <~ I Li-- , . i_______. '~/ / j P.CC(_~ } ) I j i i .. " I :$ '" ~r 0, " QI-. ~ '.-' ~ -"'-,' '! , , , j ;1 ! '--'~" '.~-..'.' '-........-.l:.:,;,:..,<~~ -----. "7 Exhibit B-1 Site Layout National Dentex '. , , '- .t '-l J I I \ \ . , ~ ~ :.,.J.. "-I -. ~- " , ,,' -~ EXHIBIT C CITY ATTORNEY'S CERTIFICATE 14 BAR R Y A. L I N 0 A H L. ESQ. CITY ATTORNEY THEOTY OF C_-:~_ DU13LQuE ~<k~ (DATE) RE: Dear I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the _ day of , 20_ The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the _ day of , 2006, are correct. Very sincerely, Barry A. Lindahl, Esq. City Attorney BAUls Exhibit C 15 EXHIBIT D OPINION OF DEVELOPER'S COUNSEL 16 Mayor and City Council members CitxHall 131 and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Council members: We have acted as counsel for , (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa ("City") dated for reference purposes the _ day of , 20_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a limited liability company organized and existing under the laws of the State of and has full power and authority to execute, deliver and perform in full Development Agreement. 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 17 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, 18 EXHIBIT E OPINION OF COUNSEL TO EMPLOYER 19 Mayor and City Council members CitX Hall 13t and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for National Dentex (Employer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa ("City") dated for reference purposes the _ day of ,2006_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Employer is a corporation organized and existing under the laws of the State of Iowa and has full power and authority to execute, deliver and perform in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Employer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Employer enforceable in accordance with its tenms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. To our actual knowledge with no duty to inquire, the execution, delivery and performance by Employer 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 Employer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Employer is a party or by which Employer's property is bound or subject. 3. To our actual knowledge with no duty to inquire, there are no actions, suits or proceedings pending or threatened against or affecting Employer 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 20 affect the business (present or prospective). financial position or results of operations of Employer or which in any manner raises any questions affecting the validity of the Agreement or the Employer's ability to perform Employer's obligations thereunder. This opinion is rendered for the sole benefit of the City of Dubuque and no other party may rely on this opinion. This opinion is rendered and valid as of the date of this letter and we have no duty to update this opinion for any matters which come to our knowledge after the date of this letter. Very truly yours. 21 EXHIBIT F DEED 22 Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563583-4113 Return to: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001563 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. the City Council of the City of Dubuque adopted the _ day of 20_, the terms and conditions thereof, if any, having been fulfilled. of This Deed is being delivered in fulfillment of Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Development Agreement executed by Grantor and Grantee herein, dated the _ day of , 20_ (the Agreement), a memorandum of which was recorded on the _ day of ,20_, in the records of the Recorder of Dubuque County, Iowa, Instrument Number Promptly after completion of the improvements in accordance with the provisions of the Agreement, Grantor will furnish Grantee with a Certificate of 23 Completion in the form set forth in the Agreement. Such certification by Grantor shall be, and the certification itself shall so state, a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of Grantee, and its successors and assigns, to construct improvements and the dates for the beginning and completion thereof, it being the intention of the parties that upon the granting and filing of the Certificate of Completion that all restrictions, re-vesting of title, and reservations of title contained in this Deed be forever released and terminated and that any remaining obligations of Grantee pursuant to the Agreement shall be personal only. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, Grantor shall, within twenty days after written request by Grantee, provide Grantee with a written statement indicating in adequate detail in what respects Grantee has failed to complete the improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts will be necessary, in the opinion of Grantor, for Grantee to take or perfonm in order to obtain such certification. In the event that an Event of Default occurs under the Agreement and Grantee or National Dentex 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 re-vest 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 24 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 25 EXHIBIT H MEMORANDUM OF DEVELOPMENT AGREEMENT 26 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001563583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and was made regarding the following described premises: The Development Agreement is dated for reference purposes the _ day of , 20_, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this _ day of ,20_. CITY OF DUBUQUE, IOWA By: Roy D. Buol, Mayor 27 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 swom 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. 28 Notary Public, State of Iowa 29 EXHIBIT I CITY'S CERTIFICATE 30 City \1<Ulilgt'r',,> OfJkt' 30 Wl'S( I.,th Street Dubuque, Iowa 52fXH-4&-w (563) 589-l110 ph<.me (563) 589-4149 fax ctymgril"l"ityofd u buqm'.org HiE CITY Or (" ~ [Ji:TI3L1 QtJ l~ ~~~ (DATE) Dear I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the _ day of , 20_. On behalf of the City of Dubuque, I hereby represent and warrant to Developer that (1) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer or Employer, including, but not limited to, any action in condemnation, eminent domain or public taking. (2) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re-align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (3) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. (4) City has good and marketable fee simple title interest in the Property. 31 (5) The Property has a permanent right of ingress or egress to a public roadway for the use and enjoyment of the Property. (6) There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer and Employer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice. The Property is in material compliance with all applicable zoning, fire, building, and health statutes, ordinances, and regulations. The Property is currently zoned PUD and Employer's intended use of the Property as a corporate office/industrial facility is a permitted use in such zoning classification. (7) Payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property. (8) The Property will, as of the Closing Date, be free and clear of all liens, security interests, and encumbrances. (9) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject. (10) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer and Employer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit C. (11) The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property that shall in any way be binding upon the Property, Developer or Employer. 32 (12) City represents and warrants that any fees or other compensation which may be owed to a broker engaged directly or indirectly by City in connection with the purchase and sale contemplated in this Agreement are the sole responsibility and obligation of City and that City will indemnify Developer and Employer and hold Developer and Employer harmless from any and all claims asserted by any broker engaged directly or indirectly by City for any fees or other compensation related to the subject matter of this Agreement. (13) City shall exercise its best efforts to assist with Developer and Employer in the development process. (14) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (15) With respect to the period during which City has owned or occupied the Property, and to City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws. (16) All city utilities necessary for the development and use of the Property as an industrial manufacturing facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees. (17) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. Sincerely, Michael C. 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