Rockfarm Holdings, Inc. Development Agreement and Property Acquisition_InitiateTHE CITY OF
Dui
Masterpiece on the Mississippi
Dubuque
band
AI -America City
r
2007 • 2012 • 2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Setting a Public Hearing for Development Agreement Between the City of
Dubuque and Rockfarm Holdings, Inc.
DATE: September 11, 2014
Economic Development Director Maurice Jones recommends the City Council set a
public hearing for October 6, 2014, to approve a Development Agreement between the
City of Dubuque and Rockfarm Holdings, Inc. for the acquisition of 4.28 acres in the
Dubuque Technology Park Economic Development District. Rockfarm plans to invest
over $2.2 million to construct a new headquarters facility which will bring 48 new jobs to
Dubuque.
The proposed Development Agreement provides for several incentives to encourage
the capital investment and expansion of workforce. The total purchase price for the
City's industrial park property is $428,000 at $100,000 per acre for the 4.28 acre lot.
However, only 1.81 acres can be used for development, so a Non -Usable Land
Discount amounting to $247,000 ($100,000 per acre for 2.47 non -usable acres) will be
applied as a credit on the sale. Additionally, consistent with other development
agreements in the City's industrial parks, an Acquisition Grant of $50,000 per usable
acre, amounting to $90,500 will also be used as a credit to offset the purchase price.
Rockfarm Holdings, Inc. will owe $90,500 for the property at the date of closing. The
developer has agreed to construct the new building by July 1, 2015.
A 10 -year property tax rebate has also been offered to the company, aligning with the
City's commitment in the contract with the Iowa Economic Development Authority. The
rebate is a form of tax increment financing without issuing a tax increment bond in order
to make an up -front loan to the company. As the company pays its future tax obligations
on the increased value of the expanded facility, the City will rebate 100% (minus debt
service, the School District Physical Plant and Equipment Levy, and the Instructional
Support Levy) of the incremental increase of the new property tax for the next 10 years.
In an effort to avoid this agreement impacting the amount of debt applied against the
City's constitutional debt limit, the Development Agreement contains a non -
appropriation clause. The clause limits the obligation of the rebate to funds budgeted
each year rather than a general obligation of multi-year indebtedness. Therefore, the
City Council has the ability on an annual basis to decide not to appropriate the rebate,
although Rockfarm Holdings, Inc. representatives have been told that such a result
would only occur in rare circumstances.
Rockfarm Holdings, Inc. must employ a total of 48 full-time equivalent positions by
January 1, 2017 and maintain those positions throughout the term of the Development
Agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Maurice Jones, Economic Development Director
2
Masterpiece on the Mississippi
Dubuque
klitil
All -America City
1111
111'
2007 • 2012 • 2013
Economic Development Department
50 West 13th Street
Dubuque, Iowa 52001-4864
Office (563) 589-4393
TTY (563) 690-6678
http://www.cityofdubuque.org
TO: Michael Van Miliigen, City Manager
FROM: Maurice Jones, Economic Development Director
SUBJECT: Setting a Public Hearing for Development Agreement Between the
City of Dubuque and Rockfarm Holdings, Inc.
DATE: September 4, 2014
INTRODUCTION
This memorandum presents for City Council consideration and action the attached
resolution setting a public hearing on October 6, 2014 for the approval of a
Development Agreement between the City of Dubuque and Rockfarm Holdings, Inc.
BACKGROUND
Rockfarm Holdings, Inc., currently headquartered in East Dubuque, Illinois, is a
worldwide supply chain management, technology, and consulting company. With the
recent acquisition of RT&T's truckload brokerage division, the combined supply chain
and logistics company has gone from a consolidated revenue of zero to $61 million in
five years.
After strong efforts by both Iowa and Illinois, and the cities of Dubuque and East
Dubuque, Rockfarm has chosen Dubuque as the new location for its corporate
functions. Company officials believe the environment in Dubuque is conducive to a
corporate office that will help them grow their business.
DISCUSSION
Rockfarm plans to invest over $2.2 Million to construct a new headquarters facility,
which will bring 48 new jobs to Dubuque. As part of its financial investment in the
project, Rockfarm applied to the Iowa Economic Development Authority (IEDA) for
assistance in the form of tax credits, as well as a loan. IEDA has entered into a contract
with Rockfarm for up to $62,400 in investment tax credits, $3,600 in research and
activities tax credits, and a $58,800 sales and use tax refund. Additionally, the contract
approved a $336,000 loan from the State, of which $168,000 is forgivable.
Rockfarm Holdings, Inc. is now ready to enter into a Development Agreement with the
City of Dubuque to memorialize the incentive.
The proposed Development Agreement provides for several incentives to encourage
the capital investment and expansion of workforce. The total purchase price for the
City's industrial park property is $428,000 at $100,000 per acre for the 4.28 acre lot.
However, only 1.81 acres can be used for development, so a Non -Usable Land
Discount amounting to $247,000 ($100,000 per acre for 2.47 non -usable acres) will be
applied as a credit on the sale. Additionally, consistent with other development
agreements in the City's industrial parks, an Acquisition Grant of $50,000 per usable
acre, amounting to $90,500 will also be used as a credit to offset the purchase price.
Rockfarm Holdings, Inc. will owe $90,500 for the property at the date of closing. The
developer has agreed to construct the new building by July 1, 2015.
A 10 -year property tax rebate has also been offered to the company, aligning with the
City's commitment in the contract with the IEDA. The rebate is a form of tax increment
financing without issuing a tax increment bond in order to make an up -front loan to the
company. As the company pays its future tax obligations on the increased value of the
expanded facility, the City will rebate 100% (minus debt service, the School District
Physical Plant and Equipment Levy, and the Instructional Support Levy) of the
incremental increase of the new property tax for the next 10 years.
In an effort to avoid this agreement impacting the amount of debt applied against the
City's constitutional debt limit, the Development Agreement contains a non -
appropriation clause. The clause limits the obligation of the rebate to funds budgeted
each year rather than a general obligation of multi-year indebtedness. Therefore, the
City Council has the ability on an annual basis to decide not to appropriate the rebate,
although Rockfarm Holdings, Inc. representatives have been told that such a result
would only occur in rare circumstances.
Rockfarm Holdings, Inc. must employ a total of 48 full-time equivalent positions by
January 1, 2017 and maintain those positions throughout the term of the Development
Agreement. If annual job certifications reveal that the company has not met its
commitment, a proportional percentage of the eligible tax rebate will be reduced.
Additionally, if Rockfarm Holdings, Inc. does not have 48 employees as of January 1,
2017, the company will owe $1,885.42 per job not created or maintained to reimburse
the City for the Acquisition Grant.
RECOMMENDATION/ ACTION STEP
I recommend that the City Council set an October 6, 2014 public hearing for
consideration and action on the Development Agreement between the City of Dubuque
and Rockfarm Holdings, Inc. for the acquisition of 4.28 acres and a $2.2 Million capital
investment of a new 44,000 square foot facility in the Dubuque Technology Park
Economic Development District.
Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 293-14
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE
PURSUANT TO A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
DUBUQUE AND ROCKFARM HOLDINGS, INC. AND FIXING THE DATE FOR A
PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON
THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE
GRANT OBLIGATIONS AND PROVIDING FOR THE PUBLICATION OF NOTICE
THEREOF
Whereas, the City of Dubuque, Iowa (City) is the owner of the following real
property (the Property);
Lot 7 Block 2 of Dubuque Technology Park in the City of Dubuque, Iowa
; and
Whereas, City and Rockfarm Holdings, Inc. have entered into a Development
Agreement, subject to the approval of the City Council, pursuant to which City will convey
the Property to Rockfarm Holdings, Inc., and Rockfarm Holdings, Inc. will construct on
the Property certain Improvements described in the Development Agreement; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of City to approve the Development Agreement, including the conveyance of the
Property to Rockfarm Holdings, Inc.; and
Whereas, the Development Agreement provides for the issuance by City of
economic development grants to Rockfarm Holdings, Inc., referred to therein as Urban
Renewal Tax Increment Revenue Grant Obligations, payable from the tax increment
revenues collected in respect of the Improvements to be constructed by Rockfarm
Holdings, Inc. in accordance with the Development Agreement, for the purpose of
carrying out the objectives of an Urban Renewal Plan as hereinafter described; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and
place of the meeting at which the City Council proposes to take action thereon and at
which meeting the City Council shall receive oral and/or written objections from any
resident or property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City of Dubuque intends to dispose of its interest in the
foregoing -described Property by Deed to Rockfarm Holdings, Inc. pursuant to the
proposed Development Agreement.
Section 2. The City Clerk is hereby authorized and directed to cause this
Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a
public hearing on the City's intent to dispose of the foregoing -described Property, to be
held on the 6th day of October, 2014 at 6:30 p.m. in the City Council Chambers at the
Historic Federal Building, 350 W. 6th Street, Dubuque, Iowa.
Section 3. The City Council will also meet at said time and place for the purpose
of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations and the execution of the Development Agreement relating thereto with
Rockfarm Holdings, Inc., the proceeds of which obligations will be used to carry out certain
of the special financing activities described in the Urban Renewal Plan for the Dubuque
Industrial Center Economic Development District, consisting of the funding of economic
development grants to Rockfarm Holdings, Inc. pursuant to the Development Agreement
under the terms and conditions of said Urban Renewal Plana It is expected that the
aggregate amount of the Tax Increment Revenue obligations will be approximately
$531,000.
Section 4. The City Clerk is hereby directed to cause at least one publication
to be made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City,
said publication to be not less than four days nor more than twenty days before the date
of said meeting on the disposal of the City's interest in the Property and the issuance of
said obligations.
Section 5. That the notice of the proposed action shall be in substantially the
form attached hereto.
Passed, approved and adopted this 15th day of S )tember, 2014.
R D/1Buol, Mayor
Attest:
-AO"
K- vin S. Firnstahl, =Clerk
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
ROCKFARM HOLDINGS, INC.
This Agreement, dated for reference purposes the day of
2014, by and between the City of Dubuque, Iowa, a municipality (City), established
pursuant to the Iowa Code and acting under authorization of Iowa Code Chapter
403, as amended (Urban Renewal Act), and Rockfarm Holdings, Inc., an Illinois
corporation authorized to do business in Iowa (Developer).
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 Technology Park
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 Technology Park Economic Development
District, approved by the City Council of City on April 7, 1997, and as subsequently
amended through and including the date hereof (the Urban Renewal Plan); and
WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of
this Agreement, attached hereto as Exhibit A, has been recorded among the land
records in the office of the Recorder of Dubuque County, Iowa; and
WHEREAS, Developer has entered in agreements with certain entities
owned by Developer (Employers) who have determined that they require a new
building to maintain and expand their operations and employment in the Project
Area; and
WHEREAS, Developer and Employers have entered into an agreement for
the construction of a new office building; and
WHEREAS, the Facility will be the home office for a multistate business; and
WHEREAS, Developer has requested that City sell to Developer 4.28 acres
of which 1.81 acres are usable, legally described as Lot 7 Block 2 of Dubuque
Technology Park, together with all easements, tenements, hereditaments, and
appurtenances belonging thereto (the Property) so that Developer may develop the
Property, located in the Project Area for the construction of an office building and
082214bal
thereafter lease such property to Employers for use and occupancy with
appurtenant uses which City has determined and represented to Developer is in
accordance with the uses specified in the Urban Renewal Plan and in accordance
with this Agreement; and
WHEREAS, City believes that the development of the Property pursuant to
this Agreement, and the fulfillment generally of this Agreement, are in the vital and
best interests of City and in accord with the public purposes and provisions of the
applicable federal, state and local laws and the requirements under which the
Project has been undertaken and is being assisted.
NOW THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The purchase price for the Property (the Purchase Price)
shall be the sum of One Hundred Eighty -One Thousand Dollars ($181,000) (One
Hundred Thousand Dollars ($100,000) per usable acre for 1.81 net usable acres)
with a total acquisition of 4.28 acres, which shall be due and payable by Developer
in immediately available funds in favor of City, on or before October 1, 2014, 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
rights to raise new title objections with respect to matters revealed in any
subsequent title examinations and surveys and which were not identified in
2
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 Rights of Inspection, Testing and Review. Developer, its counsel,
accountants, agents and other representatives, shall have full and continuing
access to the Property and all parts thereof, upon reasonable notice to City.
Developer and its agents 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 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 its agents, or
representatives upon the Property (except for any damage, claim, liability or cause
of action arising from conditions existing prior to any such entry upon the Property),
and shall have the further right to make such inquiries of governmental agencies
and utility companies, etc. and to make such feasibility studies and analyses as
they consider appropriate.
1.4 Representations and Warranties of City. In order to induce Developer to
enter into this Agreement and purchase the Property, City hereby represents and
warrants to Developer that:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse
change in the Property being conveyed or the possession, use or enjoyment
thereof by Developer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) No ordinance or hearing is now 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 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; the
intended use of the Property as a corporate office 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 at time of
closing confirming the representation contained herein, in the form attached
hereto as Exhibit C.
4
(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 and Developer.
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
Developer and hold Developer harmless from any and all claims asserted by
any broker engaged directly or indirectly by City for any fees or other
compensation related to the subject matter of this Agreement.
(13) City shall exercise its best efforts to assist Developer in the
development process.
(14) City shall exercise its best efforts to resolve any disputes arising
during the development process in a reasonable and prompt fashion.
(15) With respect to the period during which City has owned or occupied
the Property, and to City's knowledge after reasonable investigation with
respect to the time before City owned or occupied the Property, no person or
entity has caused or permitted materials to be stored, deposited, treated,
recycled, or disposed of on, under or at the Property, which materials, if
known to be present, would require cleanup, removal or some other remedial
action under environmental laws.
(16) All city utilities necessary for the development and use of the Property
as an office 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 which representations and warranties shall continue and
survive the Closing Date.
1.5 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall
be correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit H.
5
(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) No section (3).
(4) Developer having obtained any and all necessary governmental
approvals, including without limitations approval of zoning, subdivision or
platting which might be necessary or desirable in connection with the sale,
transfer and development of the Property. Any conditions imposed as a part
of the zoning, platting or subdivision must be satisfactory to Developer, in its
sole opinion. City shall cooperate with Developer in attempting to obtain any
such approvals and shall execute any documents necessary for this
purpose, provided that City shall bear no expense in connection therewith.
In connection therewith, the City agrees (a) to review all of Developer's plans
and specifications for the project and to either reject or approve the same in
a prompt and timely fashion; (b) to issue a written notification to Developer,
following City's approval of same, indicating that the City has approved such
plans and specifications, and that the same are in compliance with the Urban
Renewal Plan, this Agreement and any other applicable City or affiliated
agency requirements, with the understanding that Developer and its lenders
shall have the right to rely upon the same in proceeding with the project; (c)
to identify in writing within ten (10) working days of submission of said plans
and specifications, any and all permits, approvals and consents that are
legally required for the acquisition of the Property by Developer, and the
construction, use and occupancy of the project with the intent and
understanding that Developer and its lenders and attorneys will rely upon
same in establishing their agreement and time frames for construction, use
and occupancy, lending on the project and issuing legal opinions in
connection therewith; and (d) to cooperate fully with Developer to streamline
and facilitate the obtaining of such permits, approvals and consents.
(5) City, having 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.
(6) Developer and City shall be in material compliance with all the terms
and provisions of this Agreement.
(7) Developer shall have furnished City with evidence, in a form
satisfactory to City (such as a letter of commitment from a bank or other
lending institution), that Developer has firm financial commitments in an
amount sufficient, together with equity commitments, to complete the
Minimum Improvements (as defined herein) in conformance with the
Construction Plans (as defined herein), or City shall have received such
6
other evidence of Developer's financial ability as the reasonable judgment of
the City requires.
(8) Developer shall have furnished City with evidence in a form as
required by Section 4.2 and satisfactory to City of Developer's full-time
equivalent employees (FTE) in Dubuque, Iowa, as of January 1, 2014.
(9) Receipt of an opinion of counsel to Developer in the form attached
hereto as Exhibit D.
(10) Developer shall have the right to terminate this Agreement at anytime
prior to the consummation of the closing on the Closing Date if Developer
determines in its sole discretion that conditions necessary for the successful
completion of the Project contemplated herein have not been satisfied in
Developer'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 Closing. 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 City's Obligations at Closing. 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.
(3) Deliver to Developer such other documents as may be required by
this Agreement, all in a form satisfactory to Developer.
1.8 Delivery of Purchase Price; Obligations At Closing. At closing, and subject
to the terms, conditions, and provisions hereof and the performance by City of its
obligations as set forth herein, Developer shall pay the Purchase Price to City
pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting
credit pursuant to Section 3.1 below.
7
1.9 Closing 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 pay or cause to be
paid all real estate taxes due in subsequent fiscal years. Any proration of real
estate taxes on the Property shall be based upon such taxes for the year currently
payable.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. City acknowledges that Developer is
building an office building on the Property as shown on the Site Plan attached
hereto as Exhibit B. 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),
8
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 that the office building shall be not less than ten thousand
(10,000) square feet of floor space along with necessary site work as contemplated
in this Agreement at an estimated cost of approximately $1,750,000.00.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications
with respect to the development of Property and the construction of Minimum
Improvements thereon (the Construction Plans) shall be in conformity with the
Urban Renewal Plan, this Agreement, and all applicable state and local laws and
regulations, including but not limited to any covenants, conditions, restrictions,
reservations, easements, liens and charges, applicable to the Property, in the
records of Dubuque County, Iowa. Developer shall submit to City, for approval by
City, plans, drawings, specifications, and related documents with respect to the
improvements to be constructed by Developer on the Property. All work with
respect to the Minimum Improvements shall be in substantial conformity with the
Construction Plans approved by City.
2.3 Timing of Improvements. Developer hereby agrees that construction of
Minimum Improvements on the Property shall be commenced within three (3)
months after the Closing Date, and shall be substantially completed by July 1,
2015. 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
Completion) shall be in the form attached hereto as Exhibit I 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 Rights. 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
9
exercising its re -vestment rights), then Developer's lender shall have the right, but
not the obligation, to complete such Minimum Improvements.
SECTION 3. CITY PARTICIPATION
3.1 Acquisition Grant to Developer. For and in consideration of Developer's
obligations hereunder to construct 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 Ninety Thousand
Five Hundred Dollars ($90,500.00) (Fifty Thousand Dollars ($50,000.00) per acre x
1.81 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.
(1) For and in consideration of Developer's obligations hereunder, and in
furtherance of the goals and objectives of the urban renewal plan for the
Project Area and the Urban Renewal Law, City agrees, subject to Developer
being and remaining in compliance with the terms of this Agreement, to
make twenty (20) consecutive semi-annual payments (such payments being
referred to collectively as the Economic Development Grants) to Developer
as follows:
November 1, 2017
November 1, 2018
November 1, 2019
November 1, 2020
November 1, 2021
November 1, 2022
November 1, 2023
November 1, 2024
November 1, 2025
November 1, 2026
May 1,2018
May 1,2019
May 1, 2020
May 1, 2021
May 1, 2022
May 1, 2023
May 1, 2024
May 1, 2025
May 1, 2026
May 1, 2027
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law in amounts
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 Property and Minimum
Improvements constructed by Developer (the Developer Tax Increments).
For purposes of calculating the amount of the Economic Development
Grants provided in this Section, the Developer Tax Increments shall be only
those tax increment revenues collected by City in respect of the increase in
10
the assessed value of the Property above the assessment of January 1,
2014, which the parties agree was $198,680.00 as of that date for the tax
parcel (the Baseline Valuation). The Developer Tax Increments shall not
include (i) any property taxes collected for the payment of bonds and interest
of each taxing district, (ii) any taxes for the regular and voter -approved
physical plant and equipment levy and instructional support levy, (iii) any tax
increment revenues collected by City in respect of the Baseline Valuation of
the Property during the term of this Agreement and (iv) 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, 2016,
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 Developer on November 1 and May 1 of that
fiscal year. (Example: if City so certifies by December, 2016, the Economic
Development Grants in respect thereof would be paid to Developer on
November 1, 2017, and May 1, 2018.)
(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 "Rockfarm TIF Account" of City. City
hereby covenants and agrees to maintain its TIF ordinance in force during
the term and to apply the incremental taxes collected in respect of the
Property and Minimum Improvements and allocated to the Rockfarm 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 any one 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 Rockfarm TIF
Account (regardless of the amounts thereof) to the payment of the Economic
Development Grants to Developer as and to the extent described in this
Section.
(4) City shall be free to use any and all tax increment revenues collected
in respect of other properties within the Project Area, or any available
Developer Tax Increments resulting from the termination of the annual
Economic Development Grants under Section 3.2 hereof, for any purpose for
which such tax increment revenues may lawfully be used pursuant to the
11
provisions of the Urban Renewal Law, and City shall have no obligations to
Developer with respect to the use thereof.
3.3 Non-appropriation/Limited Source of Funding. Notwithstanding anything in
this Agreement to the contrary, the obligation of City to pay any installment of the
Economic Development Grant shall be an obligation limited to currently budgeted
funds, and not a general obligation or other indebtedness of City or a pledge of its
full faith and credit under the meaning of any constitutional or statutory debt
limitation, and shall be subject in all respects to the right of non -appropriation by the
City Council as provided in this Section 3.3. City may exercise its right of non -
appropriation as to the amount of the installments to be paid during any fiscal year
during the term of this Agreement without causing a termination of this Agreement.
The right of non -appropriation shall be exercised only by resolution affirmatively
declaring City's election to non -appropriate funds otherwise required to be paid to
Developer in the next fiscal year under this Agreement.
(1) In the event the City Council elects to not appropriate sufficient funds
in the budget for any future fiscal year for the payment in full of the
installments on the Economic Development Grant due and payable in that
fiscal year, then: i) City shall have no further obligation to Developer for the
payment of all installments due in the next fiscal year which cannot be paid
with the funds then appropriated for that purpose; and, H) Developer shall be
released from all further obligations under this Agreement during that same
fiscal year.
(2) Each installment of the Economic Development Grant shall be paid by
City solely from funds appropriated for that purpose by the City Council from
taxes levied on the Property that are allocated to the special fund pursuant to
Iowa Code (2013) §403.19(2).
(3) The right of non -appropriation reserved to City in this Section 3.3 is
intended by the parties, and shall be construed at all times, so as to ensure
that City's obligation to pay future installments on the Economic
Development Grants shall not constitute a legal indebtedness of City within
the meaning of any applicable constitutional or statutory debt limitation prior
to the adoption of a budget which appropriates funds for the payment of that
installment or amount. In the event that any of the provisions of this
Agreement are determined by a court of competent jurisdiction to create, or
result in the creation of, such a legal indebtedness of City, the enforcement
of the said provision shall be suspended, and the Agreement shall at all
times be construed and applied in such a manner as will preserve the
foregoing intent of the parties, and no event of default shall be deemed to
have occurred as a result thereof. If any provision of this Agreement or the
application thereof to any circumstance is so suspended, the suspension
shall not affect other provisions of this Agreement which can be given effect
without the suspended provision. To this end the provisions of this
12
Agreement are severable.
SECTION 4. COVENANTS OF DEVELOPER
4.1 Job Creation.
(1) Developer, through Employers, shall create Forty -Eight (48) full-time
equivalent (FTE) employees in Dubuque, Iowa prior to January 1, 2017, and
shall maintain those jobs during the Term of this Agreement. It is agreed by
the parties that Developer has no FTE employees in Dubuque, Iowa, as of
January 1, 2014. FTE employees shall be calculated by adding full-time and
part-time employees together using 2080 hours per year as one FTE
employee. In the event that the certificate provided to City under Section 4.2
hereof on January 1, 2017 discloses that Developer does not as of that date
have at least 48 FTE employees as provided hereinabove, Developer, shall
pay to City, promptly upon written demand therefor, an amount equal to
$1,885.42 per job not created or maintained ($90,500.00 divided by 48 FTE
employees = $1,885.42). The payments provided for herein shall be the
City's sole remedy for the failure of Developer to meet the job creation
requirements of this subsection 4.1(1).
(2) In addition to the payment required by subsection 4.1(1), for the FTE
employee positions that Developer fails to create and maintain for any year
during the Term of this Agreement, the semi-annual Economic Development
Grants for such year under Section 3.2 shall be reduced by the percentage
that the number of such FTE employee positions bears to the total number
of FTE employee positions required to be created and maintained (48 FTE
employees) by this Section 4.1. (For example, if Developer has 35 FTE
employees, the semi-annual Economic Development Grants would be
72.92% (35/48 employees) of the Tax Increment Revenues received by City
would be paid by City). The reduction of the semi-annual Economic
Development Grants shall be the City's sole remedy for the failure of
Developer to meet the job creation requirements of this subsection 4.1(2).
4.2 Certification. To assist City in monitoring the performance of Developer
hereunder, not later than January 1, 2017, and again not later than January 1 of
each year thereafter during the term of this Agreement, a duly authorized officer of
Developer shall certify to City in a form acceptable to City (a) the number of full time
jobs employed in Dubuque, Iowa, and (b) to the effect that such officer has
re-examined the terms and provisions of this Agreement and that at the date of
such certificate, and during the preceding twelve (12) months, Developer is not or
was not in default in the fulfillment of any of the terms and conditions of this
Agreement and that no Event of Default (or event which, with the lapse of time or
the giving of notice, or both, would become an Event of Default) is occurring or has
occurred as of the date of such certificate or during such period, or if the signer is
aware of any such default, event or Event of Default, said officer shall disclose in
such statement the nature thereof, its period of existence and what action, if any,
13
has been taken or is proposed to be taken with respect thereto. Such certificate
shall be provided not later than February 28, 2017, and by February 28 of each
year thereafter during the term of this Agreement.
4.3 Books and Records. During the term of this Agreement, Developer shall
keep at all times proper books of record and account in which full, true and correct
entries will be made of all dealings and transactions of or in relation to the business
and affairs of Developer in accordance with generally accepted accounting
principles consistently applied throughout the period involved, and Developer shall
provide reasonable protection against loss or damage to such books of record and
account.
4.4 Real Property Taxes. From and after the Closing Date, Developer shall pay
or cause to be paid, when due, all real property taxes and assessments payable
with respect to all and any parts of the Property unless Developer's obligations have
been assumed by another person pursuant to the provisions of this Agreement.
4.5 No Other Exemptions. During the term of this Agreement, Developer agrees
not to apply for any state or local property tax exemptions which are available with
respect to the Development Property or the Minimum Improvements located
thereon that may now be, or hereafter become, available under state law or city
ordinance during the term of this Agreement, including those that arise under Iowa
Code Chapters 404 and 427, as amended.
4.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all
times during the process of constructing the Minimum Improvements (and,
from time to time at the request of City, furnish City with proof of insurance in
the form of a certificate of insurance for each insurance policy):
All risk builder's risk insurance, written on a Completed Value Form in
an amount equal to one hundred percent (100%) of the replacement
value when construction is completed;
(2) 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)
all-risk property insurance against loss and/or damage to Minimum
Improvements under an insurance policy written in an amount not less than
the full insurable replacement value of Minimum Improvements. The term
"replacement value" shall mean the actual replacement cost of the Minimum
Improvements (excluding foundation and excavation costs and costs of
underground flues, pipes, drains and other uninsurable items) and
14
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 Property. 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
excepted, 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, gender identity, national origin, age or
disability.
4.9 Conflict of Interest. Developer agrees that no member, officer or employee
of City, or its designees or agents, nor any consultant or member of the governing
body of City, and no other public official of City who exercises or has exercised any
functions or responsibilities with respect to the project during his or her tenure, or
who is in a position to participate in a decision-making process or gain insider
information with regard to the project, shall have any interest, direct or indirect, in
any contract or subcontract, or the proceeds thereof, for work to be performed in
connection with the project, or in any activity, or benefit therefrom, which is part of
this project at any time during or after such person's tenure. In connection with this
obligation, Developer shall have the right to rely upon the representations of any
party with whom it does business and shall not be obligated to perform any further
examination into such party's background.
15
4.10 Non -Transferability. Until such time as the Minimum Improvements are
complete (as certified by City under Section 2.4), this Agreement may not be
assigned by Developer except to Employers nor may the Property be transferred by
Developer to another party except Employers without the prior written consent of
City, which shall not be unreasonably withheld. Thereafter, Developer shall have
the right to assign this Agreement and upon assumption of the Agreement by the
assignee, Developer shall no longer be responsible for its obligations under this
Agreement.
4.11 Restrictions on Use. Developer agrees for itself, and its successors and
assigns, and every successor in interest to the Property or any part thereof that
they, and their respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that
use of the Property as an office building is in full compliance with the Urban
Renewal Plan) (however, Developer shall not have any liability to City to the
extent that a successor in interest shall breach this covenant and City shall
seek enforcement of this covenant directly against the party in breach of
same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, 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 gross 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 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
16
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, caused and occurring after
Developer takes possession of the Property.
(3) The Indemnified Parties shall not be liable to Developer for any
damage or injury to the persons or property of Developer or its officers,
agents, servants or employees or any other person who may be on, in or
about the Minimum Improvements due to any act of negligence of any
person, other than any act of negligence on the part of any such Indemnified
Party or its officers, agents, servants or employees.
(4) All covenants, stipulations, promises, agreements and obligations of
City contained herein shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of City, and not of any governing body
member, officer, agent, servant or employee of City in their individual
capacity thereof.
(5) The provisions of this Section shall survive the termination of this
Agreement.
4.13 Compliance with Laws. Developer shall comply with all laws, rules and
regulations relating to its businesses, other than laws, rules and regulations 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.
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, any one or more of the following events:
(1) Failure by Developer to pay or 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.
(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.
17
(3) Transfer of any interest by Developer of the Minimum Improvements
except to Employers in violation of the provisions of this Agreement prior to
the issuance of the final Certificate of Completion.
(4) Failure by Developer or City to substantially observe or perform any
other material covenant, condition, obligation or agreement on its part to be
observed or performed under this Agreement.
5.2 Remedies on Default 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 any one or more of the following actions after the giving of written
notice by City to Developer (and the holder of any mortgage encumbering any
interest in the Property of which City has been notified of in writing) of the Event of
Default, but only if the Event of Default has not been cured within sixty (60) days
following such notice, or if the Event of Default cannot be cured within sixty (60)
days and Developer does not provide assurances to City that the Event of Default
will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it
receives assurances from the defaulting party, deemed adequate by City,
that the defaulting party will cure its default and continue its performance
under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City shall be entitled to recover from Developer the sum of all
amounts expended by City in connection with the funding of the Acquisition
Grant to Developer, and City may take any action, including any legal action
it deems necessary, to recover such amounts from the defaulting party;
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments
due under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant under this Agreement.
5.3 Re -vesting Title in City Upon Happening of Event Subsequent to
Conveyance to Developer. In the event that, subsequent to conveyance of the
Property to Developer by City, and prior to receipt by Developer of the Certificate of
Completion, 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
18
City shall have the right to re-enter and take possession of the Property and any
portion of the Minimum Improvements thereon and to terminate (and re -vest in City
pursuant to the provisions of this Section 5.3 subject only to any superior rights in
any holder of the First Mortgage) the estate conveyed by City to Developer, it being
the intent of this provision, together with other provisions of this Agreement, that the
conveyance of the Property to Developer shall be made upon the condition that
(and the Deed shall contain a condition subsequent to the effect that), in the event
of default under Section 5.1 on the part of Developer and failure on the part of
Developer to cure such default within the period and in the manner stated herein,
City may declare a termination in favor of City of the title and of all Developer's
rights and interests in and to Property conveyed to Developer, and that such title
and all rights and interests of Developer, and any assigns or successors in interests
of Developer, and any assigns or successors in interest to and in Property, shall
revert to City (subject to the provisions of Section 5.3 of this Agreement), but only if
the events stated in Section 5.1 of this Agreement have not been cured within the
time period provided above, or, if the events cannot be cured within such time
periods, Developer does not provide assurance to City, reasonably satisfactory to
City, that the events will be cured as soon as reasonably possible. Notwithstanding
the foregoing, however, City agrees to execute a Subordination Agreement in favor
of Developer's first mortgage lender, in a form reasonably acceptable to City and to
Developer's first mortgage lender.
5.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the re-
vesting in City of title to the Property as provided in Section 5.3 of this Agreement,
City shall, pursuant to its responsibility under law, use its best efforts, subject to any
rights or interests in such property or resale granted to any holder of a First
Mortgage, to resell the Property or part thereof as soon and in such manner as City
shall find feasible and consistent with the objectives of such law and of the Urban
Renewal Plan to a qualified and responsible party or parties (as determined by City
in its sole discretion) who will assume the obligation of making or completing the
Minimum Improvements or such other improvements in their stead as shall be
satisfactory to City and in accordance with the uses specified for such the Property
or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such
property or proceeds granted to any holder of a First Mortgage upon such resale of
the Property the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on
the Property, or any portion thereof, or any improvements thereon,
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
19
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 Remedy Exclusive. Except as otherwise provided in this Agreement, no
remedy herein conferred upon or reserved to City is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed
expedient.
5.6 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other concurrent, previous or subsequent breach hereunder.
5.7 Agreement 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
20
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 may take any action, including legal, equitable or
administrative action that may appear necessary or desirable to collect any
payments due under this Agreement, to recover expenses of Developer, or to
enforce performance and observance of any obligation, agreement, or covenant of
City under this Agreement. Developer may suspend their performance under this
Agreement until they receive assurances from City, deemed adequate by
Developer, that City will cure its default and continue its performance under this
Agreement.
SECTION 6. GENERAL TERMS AND PROVISIONS
6.1 Notices and Demands. Whenever this Agreement requires or permits any
notice or written request by one party to another, it shall be deemed to have been
properly given if and when delivered in person or three (3) business days after
having been deposited in any U.S. Postal Service and sent by registered or certified
mail, postage prepaid, addressed as follows:
If to Developer: Todd Colin, Vice President
Rockfarm Holdings, Inc.
18353 Highway 20 West
East Dubuque, IL 61025
Phone: (815) 541-0155
With copy to: Fuerste, Carew, Juergens & Sudmeier
151 West 8th Street, Suite 200
Dubuque, Iowa 52001
Attn: Jenny L. Weiss
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.
21
6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of City and Developer and their respective successors and assigns.
6.3 Termination Date. This Agreement and the rights and obligations of the
parties hereunder shall terminate on May 1, 2027 (the Termination Date).
6.4. Execution By Facsimile or Email. The parties agree that this Agreement may
be transmitted among them by facsimile machine or email. The parties intend that
the faxed or scanned signatures constitute original signatures and that a faxed or
scanned Agreement containing the signatures (original, faxed, or scanned) of all
the parties is binding on the parties.
6.5 Memorandum of Development Agreement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit G
in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the
costs for so recording.
CITY OF DUBUQUE, IOWA ROCKFARM HOLDINGS, INC
By: By:
Roy D. Buol, Mayor Todd B. Colin, Vice -President
By:
Kevin S. Firnstahl,
City Clerk
22
LIST OF EXHIBITS
Exhibit A Urban Renewal Plan
Exhibit B Site Plan
Exhibit C City Attorney Certificate
Exhibit D Opinion of Counsel to Developer
Exhibit E No Exhibit E
Exhibit F Deed
Exhibit G Memorandum of Development Agreement
Exhibit H City Certificate
Exhibit I Certificate of Completion
23
EXHIBIT A
URBAN RENEWAL PLAN
On file at the Office of the City Clerk, City Hall, 50 West 13th Street, Dubuque, Iowa
24
EXHIBIT B
SITE PLAN
25
EXHIBIT C
CITY ATTORNEY'S CERTIFICATE
26
Barry A. Lindahl, Esq.
City Attorney
Suite 330, Harbor View Place
300 Main Street
Dubuque, Iowa 52001-6944
(563) 583-4113 office
(563) 583-1040 fax
balesq@cityofdubuque.org
RE:
Dear
Dubuque
katirill
All -America City
11111r
2007 • 2012 • 2013
(DATE)
THE CITY OF 4
DUB
Masterpiece on the Mississippi
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 , 20 , are correct.
BAL:tls
27
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL
28
Mayor and City Councilmembers
City Hall
1 3tn and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and
Dear Mayor and City Councilmembers:
We have acted as counsel for (Developer) in
connection with the execution and delivery of a certain Development Agreement
(Development Agreement) between Developer and the City of Dubuque, Iowa (City)
dated for reference purposes the day of 20 .
We have examined the original certified copy, or copies otherwise identified
to our satisfaction as being true copies, of the Development Agreement and such
other documents and records as we have deemed relevant and necessary as a
basis for the opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other
inquiries as we have deemed appropriate, we are of the opinion that:
1. Developer is a limited liability company organized and existing under
the laws of the State of and has full power and authority to execute,
deliver and perform in full Development Agreement. 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
29
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,
30
EXHIBIT F
DEED
31
Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563 583-4113
Tax Statement to:
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a
municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee
named below undertaking the obligations of the Developer under the Development
Agreement described below and the sum of and
no/100 Dollars ($ ) in hand paid, and other good and valuable
consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does
hereby GRANT, SELL AND CONVEY unto
an Iowa limited liability company
(Grantee), the following described parcel(s) situated in the County of Dubuque,
State of Iowa, to wit (the Property):
This Deed is exempt from transfer tax pursuant to Iowa Code section
428A.2(6).
This Deed is given pursuant to the authority of Resolution No.
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
32
provisions of the Agreement, Grantor will furnish Grantee with a Certificate of
Completion in the form set forth in the Agreement. Such certification by Grantor
shall be, and the certification itself shall so state, a conclusive determination of
satisfaction and termination of the agreements and covenants of the Agreement
and of this Deed with respect to the obligation of Grantee, and its successors and
assigns, to construct improvements and the dates for the beginning and completion
thereof, it being the intention of the parties that upon the granting and filing of the
Certificate of Completion that all restrictions, re -vesting of title, and reservations of
title contained in this Deed be forever released and terminated and that any
remaining obligations of Grantee pursuant to the Agreement shall be personal only.
All certifications provided for herein shall be in such form as will enable them
to be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse
or fail to provide any such certification in accordance with the provisions of the
Agreement and this Deed, Grantor shall, within twenty days after written request by
Grantee, provide Grantee with a written statement indicating in adequate detail in
what respects Grantee has failed to complete the improvements in accordance with
the provisions of the Agreement or is otherwise in default, and what measures or
acts will be necessary, in the opinion of Grantor, for Grantee to take or perform in
order to obtain such certification.
In the event that an Event of Default occurs under the Agreement and
Grantee or 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
Attest:
By:
Kevin S. Firnstahl, City Clerk
20 at Dubuque, Iowa.
CITY OF DUBUQUE IOWA
By:
33
Roy D. Buol, Mayor
EXHIBIT G
MEMORANDUM OF DEVELOPMENT AGREEMENT
34
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an
Iowa municipal corporation, of Dubuque, Iowa, and
was made regarding the following described premises:
The Development Agreement is dated for reference purposes the day
of 20_ and contains covenants, conditions, and restrictions
concerning the sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose
of constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the
terms and provisions of the Development Agreement shall prevail. A complete
counterpart of the Development Agreement, together with any amendments
thereto, is in the possession of the City of Dubuque and may be examined at its
offices as above provided.
Dated this day of 20 .
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
By:
Kevin S. Firnstahl, City Clerk
35
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 Kevin
S. Firnstahl, to me personally known, who being by me duly sworn did say that they
are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal
Corporation, created and existing under the laws of the State of Iowa, and that the
seal affixed to said instrument is the seal of said Municipal Corporation and that
said instrument was signed and sealed on behalf of said Municipal corporation by
authority and resolution of its City Council and said Mayor and City Clerk
acknowledged said instrument to be the free act and deed of said Municipal
Corporation by it voluntarily executed.
Notary Public, State of Iowa
STATE OF IOWA
ss:
DUBUQUE COUNTY
On this day of 20 before me, a Notary Public in and
for the State of Iowa, in and for said county, personally appeared
to me personally known, who being by me duly sworn did say that they are
the
and that said instrument was signed on behalf of said company by authority
of its members and that they acknowledged the execution of this instrument
to be the voluntary act and deed of said company by it voluntarily executed.
Notary Public, State of Iowa
36
EXHIBIT H
CITY CERTIFICATE
37
THE CITY OF
DUB E
Masterpiece on the Mississippi
Dear
Dubuque
Itata
AII-AmericaCity
hill]'
2012
(DATE)
City Manager's Office
City Hall
50 West 13th Street
Dubuque, Iowa 52001-4864
(563) 589-4110 office
(563) 589-4149 fax
ctymgr@cityofdubuque.org
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, 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.
(5) The Property has a permanent right of ingress or egress to a public
roadway for the use and enjoyment of the Property.
38
(6) There are no notices, orders, suits, judgments or other proceedings
relating to fire, building, zoning, air pollution, health violations or other
matters that have not been corrected. City has notified Developer in writing
of any past notices, orders, suits, judgments or other proceedings relating to
fire, building, zoning, air pollution or health violations as they relate to the
Property of which it has actual notice. The Property is in material compliance
with all applicable zoning, fire, building, and health statutes, ordinances, and
regulations. The Property is currently zoned PUD and Developer'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 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.
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
Developer and hold Developer harmless from any and all claims asserted by
any broker engaged directly or indirectly by City for any fees or other
compensation related to the subject matter of this Agreement.
39
(13) City shall exercise its best efforts to assist with Developer in the
development process.
(14) City shall exercise its best efforts to resolve any disputes arising
during the development process in a reasonable and prompt fashion.
(15) With respect to the period during which City has owned or occupied
the Property, and to City's knowledge after reasonable investigation with
respect to the time before City owned or occupied the Property, no person or
entity has caused or permitted materials to be stored, deposited, treated,
recycled, or disposed of on, under or at the Property, which materials, if
known to be present, would require cleanup, removal or some other remedial
action under environmental laws.
(16) 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.
MCVM:jh
40
Sincerely,
Michael C. Van Milligen
City Manager
EXHIBIT I
CERTIFICATE OF COMPLETION
41
Prepared by: Maurice Jones, Economic Development Director, 50 West 13th Street, Dubuque, Iowa
52001 (563) 589-4393
Return to: Kevin S. Firnstahl, City Clerk, 50 West 13th Street, Dubuque, Iowa 52001 (563) 589.4121
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the
"Grantor"), by a Special Warranty Deed recorded on 20_ as
Document Number in the office of the County Recorder of Dubuque
County, State of Iowa, has conveyed to Rousselot, Inc.. (the "Grantee"), in
accordance with a Development Agreement dated as of 20_ (the
"Agreement"), certain real property located within the Dubuque Industrial Center
Economic Development District of the Grantor and as more particularly described
as follows:
WHEREAS, said Deed incorporated and contained certain covenants and
restrictions with respect to the development of the Development Property, and
obligated the Grantee to construct certain Minimum Improvements (as defined
therein) in accordance with the Agreement; and
WHEREAS, the Grantee has to the present date performed said covenants
and conditions insofar as they relate to the construction of the Minimum
Improvements, in a manner deemed sufficient by the Grantor to permit the
execution and recording of this certification.
NOW, THEREFORE, pursuant to Section of the Agreement, this is to
certify that all agreements and covenants of the Deed and the Agreement with
respect to the obligations of the Grantee, and its successors and assigns, to
construct the Minimum Improvements on the Development Property have been
completed and performed by the Grantee to the satisfaction of the Grantor and
such agreements and covenants are hereby terminated.
42
The County Recorder of Dubuque County is hereby authorized to accept for
recording and to record the filing of this instrument, to be a conclusive
determination, except as noted above, of the satisfactory termination of the
agreements and covenants of said Deed and the Agreement which would result in
a forfeiture by the Grantee and right of the Grantor to re-enter and take possession
of the Development Property as set forth in said Deed and the Agreement, and that
said Deed and the Agreement shall otherwise remain in full force and effect.
CITY OF DUBUQUE, IOWA
By:
Michael C. Van Milligen
City Manager
STATE OF IOWA )
)SS
COUNTY OF DUBUQUE )
On this day of 20_ before me a Notary Public in and
for said County, personally appeared Michael C. Van Milligen, to me personally
known, who being duly sworn, did say that he is the City Manager of the City of
Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the
laws of the State of Iowa, and acknowledged said instrument to be the free act and
deed of said Municipal Corporation by him voluntarily executed.
Notary Public in and for
Dubuque County, Iowa
43
NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA, ON THE INTENT TO DISPOSE OF AN INTEREST IN CITY OF
DUBUQUE REAL ESTATE PURSUANT TO A DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE AND ROCKFARM HOLDINGS, INC., AND IN
THE MATTER OF THE PROPOSED AUTHORIZATION OF URBAN RENEWAL TAX
INCREMENT REVENUE OBLIGATIONS AND THE APPROVAL OF THE
DEVELOPMENT AGREEMENT RELATING THERETO WITH ROCKFARM
HOLDINGS, INC.,
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will
hold a public hearing on the 6th day of October, 2014, at 6:30 p.m. in the City Council
Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa, at which
meeting the City Council proposes to take action on the intent to dispose of an interest
in City of Dubuque real estate, Lot 7 Block 2 of Dubuque Technology Park in the City of
Dubuque, Iowa, pursuant to a Development Agreement between the City of Dubuque
and Rockfarm Holdings, Inc., and for the authorization and execution of the
Development Agreement, and on the issuance of economic development grants (Urban
Renewal Tax Increment Revenue Grant Obligations) described therein in order to carry
out the purposes and objectives of the Urban Renewal Plan for the Dubuque
Technology Park Economic Development District, consisting of the funding of economic
development grants to Rockfarm Holdings, Inc., under the terms and conditions of said
Development Agreement and the Urban Renewal Plan for the Dubuque Technology
Park Economic Development District. The aggregate amount of the Urban Renewal
Tax Increment Revenue Grant Obligations cannot be determined at the present time,
but is not expected to exceed $531,000.
At the meeting, the City Council will receive oral and written objections from any
resident or property owner of said City to the above action. After all objections have
been received and considered, the City Council may at this meeting or at any
adjournment thereof, approve the Development Agreement, and authorize such Tax
Increment Revenue Grant Obligations or abandon the proposal. By order of the City
Council said hearing and appeals therefrom shall be held in accordance with and
governed by the provisions of Section 403.9 of the Code of Iowa.
This notice is given by order of the City Council of the City of Dubuque, Iowa, as
provided by Chapter 403 of the Code of Iowa.
Dated this day of 2014.
Kevin S. Firnstahl
City Clerk of Dubuque, Iowa