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Arts' Way Vessel's Development Agreement
THE CITY OF ,~. DUB ~ ~ E Masterpiece cm the Mississippi MEMORANDUM July 12, 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Development Agreement with Art's-Way Vessel's, Inc. Economic Development Director David Heiar is recommending that a public hearing be set for August 6, 2007, to consider a development agreement with Art's-Way Vessel's, Inc., the sale of 5.97 acres of land in Dubuque Industrial Center West and the use of Tax Increment Financing for this project. City staff has worked with the Greater Dubuque Development Corporation, and Art's-Way Vessels, Inc. on an expansion at the Dubuque Industrial Center West. Art's-Way Vessels, Inc. currently leases space from Markee LLC on Chavenelle Drive (former Vessel Systems building). In September of 2005, in an effort to save local manufacturing jobs, the City Council approved a sale of Dubuque based Vessel Systems, Inc. to publicly traded Art's-Way Manufacturing Company, Inc. The new owner purchased the business and much of the manufacturing equipment, but did not purchase the building. Art's-Way also did not assume any of the responsibilities of the original development agreement (June 2, 2003) with Vessel Systems. The development agreement obligations for job creation associated with the original building remained the obligation of the owners, Ken Heitritter and Mark Klausner. They have provided the City with Personal Guarantees. Notice of default on this agreement was sent on April 18; 2007 to both property owners. At this time, Mr. Klausner is in the process of purchasing the property from Mr. Heitritter. Mr. Klausner has alternate plans for the utilization of this building. Mr. Klausner has indicated he may request an extension on the existing development agreement job requirements. When the business was sold in 2005, Art's Way agreed to temporarily lease the existing building from Markee, LLC. Since that time, Art's-Way and Markee, LLC have had several discussions about the purchase of the building. The two entities have not been able to agree on terms. City and GDDC staff are also aware that Art's-Way has investigated relocation options in other Iowa and Wisconsin locations. The company is headquartered in Armstrong, Iowa and operates another manufacturing business in Monona, Iowa. The key elements of the Art's-Way Vessel's, Inc. Development Agreement include: 1) The purchase price is $100,000 per acre for 5.327 usable acres. An Acquisition Grant to the developer reduces the cost to $50,000 per acre. Approximately 1 acre of this site is identified for future expansion. If such expansion does not occur, a portion of this acquisition grant will need to be repaid to the City. 2) The property will be conveyed on or before September 1, 2007. 3) The company must construct a building of approximately 32,475 square feet costing approximately $1,000,000. 4) Art's Way Vessels, Inc. must retain 25 full time positions and create 10 new full time jobs within three years. The 35 jobs must be retained for 6 additional years after the initial 36 months. 5) The Company will receive a 9 year TIF in the form of a yearly tax rebate on the value of the assessable improvements. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director THE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi July 12, 2007 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Director SUBJECT: Development Agreement with Art's-Way Vessel's, Inc. INTRODUCTION This memorandum presents for City Council consideration a Resolution initiating disposition of approximately 5.97 acres identified on the attached exhibit to Art's-Way Vessels, Inc., who will be constructing a 32,475 square foot manufacturing facility and office. The attached Resolution sets a public hearing on the disposition of this property for August 6, 2007. BACKGROUND City staff has worked with the Greater Dubuque Development Corporation, and Art's-Way Vessels, Inc. on an expansion at the Dubuque Industrial Center West. Art's-Way Vessels, Inc. currently leases space from Markee LLC on Chavenelle Drive (former Vessel Systems building). In September of 2005, in an effort to save local manufacturing jobs, the City Council approved a sale of Dubuque based Vessel Systems, Inc. to publicly traded Art's-Way Manufacturing Company, Inc. The new owner purchased the business and much of the manufacturing equipment, but did not purchase the building. Art's-Way also did not assume any of the responsibilities of the original development agreement (June 2, 2003) with Vessel Systems. The development agreement obligations for job creation associated with the original building remained the obligation of the owners, Ken Heitritter and Mark Klausner. They have provided the City with Personal Guarantees. Notice of default on this agreement was sent on April 18, 2007 to both property owners. At this time, Mr. Klausner is in the process of purchasing the property from Mr. Heitritter. Mr. Klausner has alternate plans for the utilization of this building. Mr. Klausner has indicated he may request an extension on the existing development agreement job requirements. When the business was sold in 2005, Art's Way agreed to temporarily lease the existing building from Markee, LLC. Since that time, Art's-Way and Markee, LLC have had several discussions about the purchase of the building. The two entities have not been able to agree on terms. City and GDDC staff are also aware that Art's-Way has investigated relocation options in other Iowa and Wisconsin locations. The company is headquartered in Armstrong, Iowa and operates another manufacturing business in Monona, Iowa. DISCUSSION The proposed Development Agreement provides for incentives to encourage the retention of this manufacturing company in Dubuque, which would require relocation from their existing site. An Acquisition Grant reduces the asking price of the land from $100,000/acre to $50,000/acre. Due to the terrain of the proposed site, only 5.327 acres of the total 5.97 acre site is buildable. Art's-Way Vessels, Inc. will not be charged for the .643 acres of non- buildable area. The 5.97 acre site includes approximately 1 acre intended for future expansion. If an expansion does not occur within a 10 year time frame, the acquisition grant for this pro- rated portion of land must be repaid to the City. If an expansion takes only a portion of this extra land, the 10 year time limit restarts, until the complete expansion site is utilized or the pro-rated land acquisition grant is repaid. The agreement stipulates construction of a new manufacturing facility with the construction of the minimum improvements to cost approximately $1,000,000. The attached Development Agreement establishes the terms of the sale of the property Art's-Way Vessels, Inc. The key elements of the agreement include the following: 1) The purchase price is $100,000 per acre for 5.327 usable acres. An Acquisition Grant to the developer reduces the cost to $50,000 per acre. Approximately 1 acre of this site is identified for future expansion. If such expansion does not occur, a portion of this acquisition grant will need to be repaid to the City. 2) The property will be conveyed on or before September 1, 2007. 3) The company must construct a building of approximately 32,475 square feet costing approximately $1,000,000. 4) Art's-Way Vessels, Inc. must retain 25 full time positions and create 10 new full time jobs within three years. The 35 jobs must be retained for 6 additional years after the initial 36 months. 5) The Company will receive a 9 year TIF in the form of a yearly tax rebate on the value of the assessable improvements. 6) The company has submitted a $5,000 down payment to cover initial out of pocket costs, including the surveying and platting of the proposed development site. Additional terms and conditions of the disposition of the property are included within the attached Development Agreement. RECOMMENDATION I recommend that the City Council set for public hearing the disposition of the Dubuque Industrial Center West property to Art's-Way Vessels, Inc. for the purpose of constructing a 32,450 sq. ft. manufacturing and office facility. This action supports the Council's objectives to assist a local business expand its operations and create new jobs. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F:\USERS\DHeiar\Art's Way\Council memo to MVM.doc I ~ L=793.55' I ~ R=950.00' I ~47'S1'37"~ `EX 15' U.E. CHD=N83'32'20"E ~ O PO 770.68' R ~ L=511.99' C~~'~~~ L=281.56' R=950.00' N 72 315 ~~ ~ D=30'52'44" w Q, R=950.00' CHD=N87'58'14"W 7 :~ C+~ X16'58'53" 505.82' ~ 8' o° HD=S68'05'58"W 2 2 :~ N 3 0 w 0 0 ~ L=32.06' 280.53' R=950.00' a=o1•ss'oz" LOT 1-2 CHD=N58'38'31"E 5.970 AC 32.06' S `> >` W a A9~\ S LOT 1 DUBUQUE INDUSTRIAL CENTER WEST 7TH ADD ~36 g3 rc i u z 3 TH~IS~SURVEY IS SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS-OF-WAY OF RECORD AND NOT OF RECORD. SURVEYED FOR: CITY OF DUBUQUE PROPRIETOR: CITY OF DUBUQUE LOT - 12.951 AC S~~\P PQ~ a~ tiQ~E~~yt ~t~ OVg ~~~ cE~ EX CL 30' WIDE SANITARY SEWER & DRAINAGE EASEMENT 15' 15' ~ ~ Tt6p~ ,L6216 8$ A•6 ~ g51 ~ 2 _'nO'S5 L=263.46' R=600.00' X25'09'33" CHD=N85'57'41 "E •^ 1.35' . =~ N ' '' - LOT 4 DUBUQUE INDUSTRIAL CENTER WEST 5TH ADD LOT 1-5 DUBUQUE INDUSTRIAL CENTER WEST 5TH ADD ~ 15' 15' ~325.I~ /~// LEGEND PLAT BOUNDARY FOUND 5/8"IRON ROD W/ ~ PLASTIC CAP NO. 12631 O SET 5/8° IRON ROD W/ PLASTIC CAP N0. 12631 EX EXISTING ( ) RECORD INFORMATION R.O.W. RIGHT-OF-WAY U.E. PUBLIC UTILITY EASEMENT GRAPHIC SCALE 0 200 400 1" = 200' DRAWING MAY HAVE BEEN REDUCED "\ 1 l ~ I HEREBY CERTIFY MAT THIS LAND SVRVEYING DOCUMENT WAS PREPARED Y ME OR UNDER MY ~ Q W q ` AND THE RELATED SURVEY WORK WAS PERFORMED B DIRECT PERSONAL SUPERV1510N AND THAT I AM A DULY LICENSED LAND `~~~ * *~:~ SURVEYOR UNDER THE LAWS OF THE STATE OF IOWA. JOHN M. ~' ~ fOR WW ENGNEERS AND SURVEYORS. P. C. = TRANMER o•. ° o `~ ~ZO'7 ~ _ n=, LS 12631; > . ~ W - JOHN M. TRANMER DATE ~'i `P ,. ` J4~` '' S LICENSE N0. 12671 MY LICENSE RENEWAL DATE IS 12/31/2008 f O ~I ~iN~ \ PAGES OR SHEETS COVERED BY THIS SEAL SHEETS 1 6 2 ONLY DESCRIPTION: LOT 2, DUBUQUE INDUSTRIAL CENTER WEST 7TH ADDITION IN THE CITY OF DUBUQUE, IOWA TOTAL AREA SURVEYED: 18.921 ACRES DATE OF SURVEY: JULY 2007 ® 11W ENGINEERS & SURVEYORS. P.C. {155 Pmneytvania Are. Dubuque, IA 52002 563.556.2464 MazN Creen, WI DRAWN SAF PLAT N0. 38-IA-07 CHECKED JMT PROJ. NO. 07006-14 DATE 07-11-07 SHEET 1 of 2 P:\07\006\006-14\DWG\07006-14L PLAT OF SURVEY LOT 1-2 AND LOT 2-2 DUBUQUE INDUSTRIAL CENTER WEST 7TH ADDITION IN THE CITY OF DUBUQUE, IOWA NORTH PREPARED BY~ BUESING h ASSOCATES ADDRESS: 1212 LOCU57 STREET. DUBUQUE. IOWA 52C PRELIMINARY CONCEPT PLAN ART'S WAY °~. LOT 2 OF DUBUQUE INDUSTRAIL CENTER WEST 7TH ADD. 'B0 ("•%"•) IN THE CITY OF DUBUQUE, IOWA. - ~. - ~-- ~- _ `_ _ ,_. I~J.f,Cl~ y5 G~r - a- 883 ~~ , Q~~ ~~. ~1^ L~ ~a Lor I us~le~rER=sr 2H Am 3 YHUNt: 000 000-ft~oW _..~ -: ~, -: o , B ,>~+ I ~ ~~ D 1 ,~ ~,I, i 4,~ r'° ~ LOCATION MAP LE4ENQ PROPERtt UNE PROPERtt UNE PERWFnJi - - CEn1ERUNE ---------- EASEMENT LINE ------ SETBAC% LME -~--- - %TC. SANITMY SEYEp - ~ - - - %iG. STORY $ENER -- - - - %iG. WATER u %TG. aHEEiS (C 4 G) - - PRO. SidiN SEWER - - - -PRO. 55 SERNCE - - PRO. WATER SERNCE - - - - ROGF OPUN OOLiECndl PRO. BUILdNC PRO. PARKING LOT ------------ NNftf BUILdNG E%PAN50N -'--'---Aes-~-----' El65TNG CONTWR BBB PROPOSED CCNTWR LEGENG xro EnsnNc P0.0 PROPOSED FH BRE H6DRAN7 MANHOLE CB CATCN BA4N 55 SANITARY SEWER TS TORN SEWER R WA W UNE W lEP NNN PCC PIXVNANO CEMENT CONCREn: ~ " ACC ASPHALT CEYENi CplCREIE BM BENCHMARK ~ R RADIUS WBUOUE INry.1fiRIAL CEN2FA NEST j \/J~/\ / / 4 ~OMraNSnar<no+ rs ro a Pm °rr cP olA6uaE sr.vmArm ~-~~--- _+?(~ iwE iAwima°wiI EisnRG ~c ncanos: INE ExA°CRI iocArw \ Axo EI£VAIKN D< KL PU9K URURE6 MMSI Bf GEIFAUxFD BY ME KL eE nc rr a ME CORRUGiGR ro µ wIEMER iNY ABpRO+N fACUTES °IKE° MAR MOft WIDrA+ a H6 PIAx RAY BE PRESENT. ~ NL CooiO%+AR MM LOCK urYlr --~ cdoA~lES RAp1s KREanm'+io10RNSrAU unurr zmNas. e:4i EL~ocArto w n[ uouslnri°n.~. Br .R EusnNC rclERnw "4>. / i i i ~. /_ / / :..,... ~~` NOTES I. ALL MEASUREMENTS ARE IN FEET ANO DE°MKS HEREOF. - _ ~ / / ~/ / ESSI ~~FF ~,~ R'-• ~ .•. I HEREBY CERTIFY MAI HS FNGINFEPoNC DOWNEN SUPEP N4d1Y YE GR UNOFR YY OVM:CT PERSONK ANO HAT A DuIY UOFNSfB PRO t WAS fES40NK ~/ /~ ~ /~ ~ / ,Y.~ BUEpMC T fNGWFFA UNDFA E LAWS DF ME BTAIE DF IDWA, ~ /i- ~ :nl ~NEM L BUE4NG (DAIS) ~/ ~~ ~~ ~ I tr'.,, ,;'{+f M"~y,~'W'N.en LICENSE NUMBEN: 102)2 CENSE RENEWK OAIE 14 DECENBER ]I, 2006 PAGES OR 91EER COVERED Br 1185 4:K: - ~~~j- ~~ ~ SHEET TITLE PROJECT N0. 07141 G DATE REVISIONS DRAWN BY: PREPARED FOR: ~UESIN '~ 7/11/07 TPL ° m PRELIMINARY CONCEPT PLAN MARYNLIE CONSTRUCTION QQQ !! ASSOCIATES INC. ' ' c/o MIKE CHADD BNCYN88RS AND SURV8YOR5 SCALE: CHECKED BY . ART S WAY 3°56 N. VIEW DR. w sr oueuw. u 2 L(p6])ISS6-A]BB E SEE BAR SCALE KLB HA2El GREEN WI 53811 cw>\IawRyNTUwlconan«w.mq, ronLEPTSUx, 2/11rmw t:se:sa PN, amna 6 A>eK. ARTS WAY SCIENTIFIC INC. PETTY CASH ACCOUNT 200 OAK ST. MONONA, IA 52159 TO Midwest AFMSTRONG, IOWA 50514 www.bankmidwest.com MEMO ~s-~saist2 4 2 3 8 4006128 I t/~,Y~ !~ "~ DACE ~ l l I V .-~ -I $ ~ OOQ eo ~= ~ ~ ARS U o,~"".,a~ ~~ ~ x:09 ~ 20 L643i: 4006 i 28ii' 04 238 Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113 RESOLUTION NO. 394-07 INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE AND FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH ART'S-WAY VESSELS, INC., AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF Whereas, the City of Dubuque, Iowa (City) is the owner of the following real property (the Property); Lot 1 of 2 of Dubuque Industrial Center West 7th Addition in the City of Dubuque, Iowa And Whereas, City and Art's-Way Vessels, Inc. have entered into a Development Agreement, subject to the approval of the City Council, a copy of which is now on file at the Office of the City Clerk, City Hall, 13th and Central Avenue, Dubuque, Iowa, pursuant to which City will convey the Property to Art's-Way Vessels, Inc. as shown on Exhibit A attached hereto; and Whereas, the City Council has tentatively determined that it would be in the best interests of the City to approve the Development Agreement, including the conveyance of the Property to Art's-Way Vessels, Inc.; and Whereas, it is deemed necessary and advisable that City should authorize Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of Iowa, and to enter into the Development Agreement relating thereto for the purpose of carrying out an Urban Renewal Plan as hereinafter described; and Whereas, before said obligations may be approved, Chapter 403 of the Code of Iowa requires that the City Clerk publish a notice of the proposal and of the time and place of the meeting at which the City Council proposes to take action thereon and at which meeting the City Council shall receive oral and/or written objections from any resident or property owner of said City to such proposed action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque intends to dispose of its interest in the foregoing- described Property by Deed to Art's-Way Vessels, Inc. Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to dispose of the foregoing-described Property, to be held on the 6th day of August, 2007, at 6:30 o'clock p.m. in the Auditorium of the Carnegie-Stout Public Library in Dubuque, Iowa, 11th 8~ Locust, Dubuque, Iowa. Section 3. The City Council will also meet at said time and place for the purpose of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue obligations and the execution of the Development Agreement relating thereto with Art's-Way Vessels, 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 developments grants to Art's-Way Vessels, Inc. pursuant to the Development Agreement under the terms and conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment Revenue obligations of approximately $300,000. Section 4. The Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four days nor more than twenty days before the date of said meeting on the issuance of said obligations. Section 5. That the notice of the proposed action to issue said obligations shall be in substantially the form attached hereto. Passed, approved and adopted this 16th day of July, 2007. ,y //f1~ ~. (/` J l' ~ '~t- f~f l Roy D:~ uol, Mayor Attest: ~, Jeanne F. Schneider, City Clerk F:\USERS\DHeiar\ArPs Way\Art's Way Vessel System Resolution Setting Public Hearing on DA.doc NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT AGREEMENT RELATING THERETO WITH ART'S WAY VESSELS, INC., AND DISPOSING OF THE CITY'S INTEREST IN CERTAIN REAL ESTATE PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will hold a public hearing on the 6th day of August, 2007, at 6:30 p.m. in the Carnegie-Stout Public Library Auditorium, 360 West 11th Street, Dubuque, Iowa, at which meeting the City Council proposes to take action disposing of the City's interest by Deed to Art's Way Vessels, Inc. in the following described real estate: Lot 1 of 2 of Dubuque Industrial Center West 7th Addition in the City of Dubuque, Iowa shown on Exhibit A And for the authorization of Urban Renewal Tax Increment Revenue obligations and the execution of a Development Agreement relating thereto with Art's-Way Vessels, Inc., in order to carry out certain of the special financing activities in the Urban Renewal Plan for the Dubuque Industrial Park Economic Development District, consisting of the funding of economic development grants to Art's-Way Vessels, Inc., pursuant to a Development Agreement entered into with Art's-Way Vessels, Inc. under the terms and conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment Revenue obligations of approximately $ 300,000. 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, take additional action for the disposition of the City's interest in such real estate above, the approval of the Development Agreement, and authorization of such Tax Increment Revenue obligations or will abandon the proposal. By order of the City Council said hearing and appeals there from shall be held in accordance with and governed by the provisions of Section 403.9 of the Code of Iowa. This notice is given by order of the City Council of the City of Dubuque, Iowa, as provided by Chapter 403 of the Code of Iowa. Dated this day of 2007. Jeanne F. Schneider City Clerk of Dubuque, Iowa F:\USERS\DHeiaz\Art's Way\Art's Way Vessel System Resolution Setting Public Hearing on DA.doc DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, IOWA, AND ART'S-WAY VESSELS, INC. This Agreement, dated for reference purposes the day of , 2007, 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), and Art's-Way Vessels, Inc., an Iowa corporation with its principal place of business in Armstrong, 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 Industrial Center Economic Development District (the Project Area); and WHEREAS, as of the date of this Agreement there has been prepared and approved by City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, approved by the City Council of City on May 2, 1988, and as subsequently amended through and including the date hereof, (as amended, attached hereto as Exhibit A) (the Urban Renewal Plan); and WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in the form attached hereto, has been recorded among the land records in the office of the Recorder of Dubuque County, Iowa; and WHEREAS, Developer has determined that it requires a new manufacturing facility to maintain and expand its operations and employment in the City of Dubuque; and WHEREAS, Developer has requested that City sell to Developer 5.97 acres of which 5.327 acres are usable, legally described as Lot 1 of 2 of Dubuque industrial Center West 7th Addition in the City of Dubuque, Iowa 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) so that Developer may develop the Property, located in the Project Area for the construction of a manufacturing facility 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 five hundred thirty-two thousand seven hundred Dollars ($532,700.00) (One Hundred Thousand Dollars ($100,000.00) per usable acre for 5.327 net usable acres) with a total acquisition of 5.97 acres, which shall be due and payable by Developer in immediately available funds in favor of City, on or before September 30, or on such other date as the parties may mutually agree (the Closing Date). City acknowledges receipt of the sum of $5,000.00 from Developer as earnest money, to be returned to Developer at the Closing, or in the event the parties fail to close within thirty days after the Closing Date less any expenses incurred by City in connection with this Agreement. If Developer should require additional property for the construction of minimum improvements, Developer shall be responsible for any costs, including land purchase, attributed to the acquisition and transfer of the additional property. 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 2 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 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 with Developer's prior written consent. City agrees to use its best reasonable efforts to promptly satisfy any such objections. 1.3 Rights of Inspection, Testing and Review. Developer, 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 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 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, 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 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 3 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. (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 manufacturing 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 4 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, 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 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 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: 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 H. (2) Title to the Property shall be in the condition warranted in Section 1.4. (3) Developer, in its sole and absolute discretion, having approved of any improvements by Developer hereunder. (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 respectively, in their 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 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 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 (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 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 employees in Dubuque, Iowa, as of July 1, 2007. (9) Receipt of an opinion of counsel to Developer in the form attached hereto as Exhibit D. (10) Receipt of an opinion of counsel to Art's-Way Vessels Inc. in the form attached hereto as Exhibit E. (11) 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 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 Closin 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 7 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. 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. 8 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 a manufacturing facility on the Property for Developer. 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 a manufacturing facility ofapproximately thirty-two thousand four hundred seventy-five (32,475) square feet of floor space along with necessary site work as contemplated in this Agreement at an estimated cost of approximately $1,000,000.00. 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. (1) 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 December 31, 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 9 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) Developer acknowledges that one (1.0) acre of the Property is intended as an expansion area. If such expansion area is not developed within ten years from the date of this Agreement with improvements substantially similar in character to the Minimum Improvements, Developer shall pay to City within thirty days of such date the Acquisition Grant for such part of the expansion area not so improved ($50,000.00 x number of usable acres not so improved). Such ten-year period shall begin to run on the date of the latest improvement to the Property which is substantially similar in character to the Minimum Improvements. Provided, however, nothing contained in this paragraph or Agreement shall be construed to limit Developer's expansion or development of the Property to the fullest extent permitted by the relevant zoning regulations affecting the Property. 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 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 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 exercising its re-vestment rights), then Developer's lender or Developer 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 two hundred sixty- six thousand three hundred fifty Dollars ($266,350.00)(Fifty Thousand Dollars ($50,000.00) per acre x 5.327 usable acres). The parties agree that the Acquisition Grant shall be payable in the form of a credit favoring Developer at time of Closing 10 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 eighteen (18) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to the Developer if Developer owns or leases the Property and/or Improvements thereon during the period such tax increment revenues accrue, otherwise to Developer (and City may rely upon a statement from Developer with respect to Developer's ownership or lease status for such purposes without any obligation to verify such status), as follows: November 1, 2009 May 1, 2010 November 1, 2010 May 1, 2011 November 1, 2011 May 1, 2012 November 1, 2012 May 1, 2013 November 1, 2013 May 1, 2014 November 1, 2014 May 1, 2015 November 1, 2015 May 1, 2016 November 1, 2016 May 1, 2017 November 1, 2017 May 1, 2018 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). 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 Property and 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 11 Developer if Developer owns or leases the Property and/or Improvements thereon during the period such tax increment revenues accrue, otherwise to 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 "Art's-Way 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 Art's-Way 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 Art's-Way 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 provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. SECTION 4. COVENANTS OF DEVELOPER 4.1 Job Creation. (a) Developer shall create ten (10) additional full-time employee jobs in Dubuque, Iowa prior to July 1, 2010, and shall maintain those jobs during the Term of this Agreement. It is agreed by the parties that Developer has Twenty-Five (25) full-time employee jobs in Dubuque, Iowa, as of July 1, 2007. In the event that the certificate required under Section 4.2 hereof on January 1, 2016 does not show that as of that date the Developer has at least 35 full-time employees in Dubuque, Iowa, Developer shall pay to City, promptly upon written demand therefor, an amount equal to $ 7,610.00 per job not created or maintained ($266,350 divided by 35 employees = $ 7,610.00). The payments provided for herein shall be the City's sole 12 remedy for the failure of Developer to meet the job creation requirements of this subsection 4.1(a). (b) In addition, for the 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 positions bears to the total number of positions required to be created and maintained (35 employees) by this Section 4.1. (For example, if Developer has 30 employees, the semi-annual Economic Development Grants would be 85.7% (30/35 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(b). 4.2 Certification. To assist City in monitoring the performance of Developer hereunder, not later than August 31, 2010, and not later than August 31 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 employees employed by Developer in Dubuque, Iowa on July 1 of the year of the certifcation, and (b) a statement 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, has been taken or is proposed to be taken with respect thereto 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 Developer or another person pursuant to the provisions of this Agreement. 4.5 No Other Exemptions. During the term of this Agreement, Developer agree not to apply for any other state or local property tax exemptions which are available 13 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): (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 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 14 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, 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 adecision-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. 4.10 Non-Transferability. (1) 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 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. 15 (2) City acknowledges that Developer intends to transfer the Development Property and Improvements thereon to Developer, and City hereby consents to such transfer. 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 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 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, 16 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 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 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 Developer 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 reasonably satisfactory 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 do not provide assurances 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 19 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 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 20 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 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: With copy to: J. Ward McConnell Jr. Arts's-Way Vessels, Inc. P.O. Box 288 Armstrong, Iowa 50514 Phone: (712) 864-3131 Fax: (712) 864-3154 To Be Determined Address City, State ZIP Phone: (xxx) xxx-xxxx Fax: (xxx) xxx-xxxx 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 21 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 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City, 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, 2018 (the Termination Date). 6.4. Execution By 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 Agreement. Developer 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 ART'S-WAY VESSELS, INC. By: By: Roy D. Buol, Mayor By: Jeanne F. Schneider, City Clerk J. Ward McConnell Jr. 22 List of Exhibits Insurance Schedule A Exhibit A Urban Renewal Plan Exhibit B Legal Description Exhibit B-1 Site Plan Exhibit C City Attorney Certificate Exhibit D Opinion of Counsel to Developer Exhibit E Opinion of Counsel to Art's-Way Vessels Inc. Exhibit F Deed Exhibit G Memorandum of Development Agreement Exhibit H City Certificate 23 INSURANCE SCHEDULE A INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide. 2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of cancellation to the City of Dubuque, except for 10 day notice for non- payment, if cancellation is prior to the expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such certificates shall include copies of the following policy endorsements: a) Commercial General Liability policy is primary and non-contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. Developer shall be required to carry the following minimum coverage/limits or greater if required by law or other legal agreement: a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 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 24 general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. 25 INSURANCE SCHEDULE A (Continued) INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE Governmental Immunity Endorsement identical or equivalent to form attached. Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers shall be named as an additional insured on General Liability Policies using ISO endorsement CG 20 26 0704 "Additional Insured -Designated Person or Organization," or it's equivalent. -See Specimen b) WORKERS' COMPENSATION 8~ EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $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 ^ Certificate of Liability Insurance (2 pages) ^ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) ^ Additional Insured 20 26 07 04 ^ Governmental Immunities Endorsement 26 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 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 Coverage. 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 Coverage. 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 Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 27 PO16^.Y NUM(if"It C4MMfRCIALGENERALL1A61LITY cc so ss o~ as THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON QR ORGANIZATION l Ills etxlrasemertt modifies insurance ~rc~toad undm thtl bll:rnirty: ;70PAIutEkCIAL GENERAL LL~F31t.ITY ~:dVERAGE PART SCHEDULE blame Of Additional lrwured P4rson(81 Or Organlzation(e) _ _ ' The Ci-;t~ a° Dubuque, ir~cluc'.in9 till it~; Plr"t.?ri and ~pn~intt^d af~i,-ials, all i_s e-Ipl~rees rrnd ~'olunrF~rs, all i`s [,~:~arrs, t.0uttni~;sinns end?or• au~i'~~ri*ies ~~nd t`I~ir b~:ir•e 'nFOlbrrs, emp1Q;JP.PS r.nd vcluntPErs. _" _-~ In}ormat+en t4QJIrEd "a~ C7r"Gk~tF tt-nk Schedule.rf not shtkv*~ above. '~nll be shown ir. the Declaratiors. ges:Gvn II - Whr, la An insured is anerded is in- clude ss an edditiona inaurad th•. pCx :c,r,; ;j rw cn~~n+ zstion(sl ti;tw+•vn in the Sch,^tlule, L+ut anty wi'h respect t•? habdrh+ trx "hn^lill• injury" "~rnpeiy damage' nt "persorsal and ~dvartsirg +nlurY eauseo irl whr..lP nr in dart. by your ~ctia ur urniSSiJr3 cr the acts or om.s- sior~ of these wing An your befall: A. in the per`ormance of yourorgGng cnera[inrs. rr B. In cannar.;ien with yo~~r premises owned t'Y nr rgnlM.iln /rot t-~: an aia m nn "~ECIN. i~ iS0 P-noeries Inc.. 2C+L'4 28 Page 1 of t -- . . A~4RQa CERTIFICATE OF LIABILf 1•I:uvu_er. (563)SSti 0271 FA% t,SbiJSib-•f4LS 1NSUN,tNLt AIJENCY ~ I NEt I .4ilUkESS CliY, ~141t, !It' t=[IpE IvSerntu LURp'dT1Y ~trret Addras> iity, ~tHtKr lip cede __ _ . _- --- TY INSURANCE az,tz~: z~s THt3 CERT~f ICAT1: IS 135UE0 AS J4 YMTTE(i VF INFiVIiMAtIVN ONLY ANQ GOD1F-ERS NO RIGNT$ UPQN THE CERTIFICATE HOLDER. Ttit3 GEfti~ICATE OOtS NOI AINENU, EXTF?1(] OR ALTER THE C17VERAGE AFFORDED BY THE POLICIES BELOW. IN~URCRS Jl~iORDING CO'!ER/1GE ' NAbG G rc:.•rr: a insurance Company _ el ;. I~r ~ -. :J::..rl r . Yit:. Iq -. _.__ ---- ll ICIF3 C]F IA ilI6?Nl:%. LI:iIL_ .:.LEVY!. A'vL DC`s •UED TC] 7HF INSIIF~U N~.NhU P.e!>4E: F! ^? IH_ ~JLP~V LF.IUV IfrL hI l; h . ~+ HF W 11 4.IFNIlNI . EMEVT TE?M 3? LLyd Jll If!N Ft.': f!C~-JIf f'c nNr I,:f:N rv;1T I:t! iSf}ER U07UEIENT VA'H F=_SPEGT tt}'I.NI"N Nt Ftt is-I .r l Lu r l l I ' II II ilG . `NS OF 5t ii:F IA~Y p-H L4T+ 1HL INGUI'~ti VCC.Aff [R ~=J'_Y III I'f)_!;;IFS. t]F*.(:~21H-3 HkHNN I. ;iLNJL'31 I V hLL -~IIL -`_F5.7S zl, _;, _.,thg ..Nf ~.. ~V]IPr F'OJ~~ES d.ft:P.FC.4'FI G'ITS =:.iC]I:.N ALLY FA':F BLLN b:LI:UG_U J1' 'A1G GArJ_ . __. _.__._ _..__.. . . -- .. u.l cY K:a crnrw-Idl.- TYPF f,f rzllati}rr 1 rUJI`1 kV4f1ER GnYI ,. __ _ _} __ 1A n l t~ t } t 0[ID a fj(: r.FJAI {IM1FIIJTI _. ~ ' ''"'/ "~' ~' L Ytt a % IIItN !I:IartJ ~?i1rE11 I .} • a ~ ^, r 1 r r^n.`. MCia ~ .r:::.l l{,y ~ •RL:..R +rr.: a. V.ii1 s Ora I , ~ :.:'t r~_Lrr °rs:rt~, 1 000 a A % r y ~, ". - I 4 :rrl I J r,,a-r:/. re 2,QDOra GUIL f i:l t~4t 1 NI II'1111 • I. i .r .:I.' ,.r'a' •'+ ~~• I rauo,a i ~F,- __ _ _..._.. r _. .. _ . _.. ~ a1lIG'IC}&LE rKELR" " __ ' ..:v,1iNU i •:N', ~ !u. o f -j ~ ~:._ ~ I a ac.nrr , 1, Qoo, a I :JA '::.TJ li ~y r~,. + ~~ f .~~ 'i':1 IIYh.i .l•'* • A % ' tIF~G t1ff1 1:111 rra e.~ 'P:r Tr.Wt, La naatLw9Llf'f ! a:11if:N}'-ca?.'•:11-t.i ' _._s IN+..V'4 I till: i-..ICY i ~. +J:I ' n.. Tr?.':fl v /.:::: ~ t3L 136 ai1aNELlA. LLiEl1TY f4 ifl .l td!I tll ,:. ( _. I s ~'_. ~ 1i. B.E !!~.17/iW ._...__ ~. wnerraa crw,•rennrl tJN anu GA~e:SJ1GRf' WJOt1rI fNT I~lera'1+. F I: K.FYk.'?ErE:reCJT'.E ~.:/I L~tRt !see+er. _c JJU: n ..,„ _.._ ulnen ... -._ IN•raJN J U1tJ1/,1IJfl6' LA4:ll IIV~'~ r 4l N14L1 }, I.aCI Y IbM3 acorn aY ?JDCA4GMGNT f 9rG'.lal 1'4'I:Y.18RJrp CITY OF DUBUOUE IS LISTED AS A'! ADDITIONAL INSURED ON GENERAL LIABILITY NIiItCtFS USING 150 ENOURSE- F9RN CG 20 26 0~ O4 "JInDTITON41 tN5tlktU-DESIGNATED PERaON OR ORGAYIZATTOk" OR 11S EQUIVILANT. RAL LIABILITY POLICY IS PRIMARY AND NON-CUhTRI6UTIAG. FORM CG 25 04 Oi 47 "nESIGNATED LDC,ITIDVS" RAL LIABILITY AGGREGATE LIMIT SHALL BE INCLUDED. CUVERYICNTAL TMMIJNI T t!S tNl]OI[SEl1ENT IS INCLUDED. POLIQES SHALL BC CNDDRStn TTI PROVIDE 3O IMY ADVANCE NOTICE OF CAN;ELt,aTION TO CITY of DUBUQUE _ C:arCELIwtION rlceraTF MAI nFR .. .~_ CITY OF OUBUIQUt QTY 1tAl L so w. i3Tri sTREFT UVI1tiK2Ut, lA i20D1 ACCRC' 25 t290't:DBt BNfNlli aNYflF THE liBO'JE QE~gBCD F'OI. c[5 4' rav~ll 1 ru Irl race. Inc eXPIN0.TICN U0.TE THEREOF, THE ISSI.IN6 W>:1)R'RYIII I tVD1A[~4 wra ;n U4Y£fJFtTTFTI MOTY~7O T~f ffli^1KATr IN717/R NTM[TJ 10't rtnl, --- I~omn~ra~txa~~lrrw~,ao~ttx~w[u~u~c~cacx ~gcJrwMOIw}I~c~xixauteMtc>fKJetnwnn~a~tatxx~~raczacxx aunurlrcc/lerneeunaTlre -.-__.__.... -- 29 ~x r -x;1 af.-.l-.rv l0IJ,0I C.. ;:IS_a'iL ~ I_At.~'n.r;'fl I ~ : 1DQ,OI __ __. _.. E_. _ISE'•Sl N.. Ir• I r.'n } Dt1, U1 ~_WC6RD CORPORATIOti 1966 IMPORTANT If 1hC GCCt1f <:QlG hbltl~r I~ ,gin A.C'Oi I UTd,t+,L INSUKtU Its<; {~ulit:YiR;s; ul.:;ct tie rr 4tr:.ei1. ?. aaleitirilt UI 111115 1::%Il~lili~ fY0E5 r10C COMER rf3hts r0 lho Cf3!Lf 1:3U.: ht:6ler in lira of s.n ti r.'ukt;r men lrn4p;. H SUB~;OGnTIpN IS Y:klVtD. 5ueyeU 1u 41e ten-l5 dnC c;unuiticna of Il~r Fn.lit.Y, utaair; Nuiicies may lel~uire att en~s;,rsel'iern..~ st3ter+r ret on :hls C:HrtibCdRr ~ktrs nc1 lalrlirt tiulns 1~. 13 r. txllili~..alr_ hdtl[~ itl GC1_i IS! StK:" ?nnr.~emF~t(si. Qisc~euMea I he Carrfr_arc r~(.nsu,arxF nn the re+,wrse sltle of tits fxm doca nv4 ;~r~;5liluic v ctnd+:)1~1 IcP.,~rll 'hE tssui~lg insur~l(sl, ~17U'4~i.c4 r8prese?rRatlve or Fva~lr:~r, anl] :tly rall~t;al~ lus tJc:. 11()1 Ian-: it allrtrralPrely UI f18~i2/.iv1.~tY = ItY;t:', Fxtt:nA or 3rter Itte co~rerage aftuMcY.z tr/ Itll: ~,Ilnir..K lilr. I Il+r.l rl ili SPECIMEN AIGCtRCI 26 (20D1l08- 30 F-~L'CY' NU',ABCtt GflMMER~IALGENERAL t.WBILITI' CQ 25 l?4 03 8' TNIS ENDORSEMENT CHANGES THE POLIGY. PLEASE READ IT GAREFULt_Y. DESIGNATED LOCATIONtS) GENERAL AGGREGATE LIMIT Tltrs errUc:iaer-~drri modifit>9 irsirranrs? Prnvrnpd ~rn<ir~r thr ir_Ikruing: ~~ CnMhiERCIALGENER:.I t1,4AU I'"Y C:rJ'~~FjkGE Pr4RT ~~~ ~~~ SCHEL)ULE Designated Location(sj: ;I' nD Cr• r; app=_ar ahwF irfnrmstirn reoufrall tU cOrt7piFte this ennrrs.~ment wil h.r. chrnvn m the Creel:ratiors •4S Atilt vat%rf.. tU ~r~ y. Cnr'4r3ef'ient.l R. For all sum, h•h-ch the i'tsu-ec hrrxxnrY ie-~~~lhe ~btigateci b, t3:ry ;rs damage6 caused try ncr:urrerces" .m!iar ('.nVFRAr,F A tGECTION 11. and fo• all m~rtk:r~l r x~n363 Cdtsed by Scc- ~aens under t;UVLhAGE C r:5EC71QN p, whirl can be affributed only to isi:c:relic~n& at a sing!:e ciebrgrlated "location" ~ticarn in the Sc~edu>e ~C>~. 1. k seaarate Dasiy-ta;eui Loca;ron Generttl Aggregaie _irnit a~~l~es to each desrgnatcd 'iOCatMri'. and '.tilt unit rs eclUfll to tf1B rir,n,urd ui the GcnCral ,'-',ggregate Limt sharrn in the Cecaratruns 2 ThC• Di:Siynated ~ratian C;=_rursa rf~21e I rout ,w U,c nuasl •.vc will pay for the sum of aA damages under CO'JCri?.GC A, cxce{r dam- 8g0fi b@C31:BE Ot '~t~Odity rnll,r'(' rx '~F~rrJp~rtj 1arl,age- rncbsdeo it the'prcduc2s-•~smpleted aaertfons Ironic". ar>•d for rnedic;al exFerr~es under ~;QVFP,4GE G teaardless of t3te riurn- GY Cl!. b. Claims male .'x"aui;5" LsCx.yf t, rsr c. E arsons rx ~srgar'aa•iona maki~ cfa~rns :x hrr't[~Inr~' Suf1S'. 3. Any payrner,t5 made under C;C7`JEF(A~.:,c A for damages or untir:r Ct7'JFRAGE C (ar meylral eJrpe'1Ses shall reau: a tte Uesig- nat_c L~x;aUu•, Ganeral r~}IUrrjyaie Lirnil fo' tha designetryd 'klcahon" ;TSCh pa;rmcnis gtratl not rejut<e the Genera. ~gcreg:irrr i u,nl stlrwn in the flrrw,alirrns nor =_~a=1 they re duce any otrter Gesi9natod Leca:ion General ~lggregale Limii for my ntrer c~r~grkated 'kxati~n' shown to the ~ichc-tide above. 4. The `units Shawn in the Ceclarataon~ fog Each OCCU'rGf•GC. Fire DarnagP arxi iAeciKal Lx- ilar~ r,><+ntinue to apply. +iowev~er nstead of heiTg suojc~;t to ft?e Czn~ral Ryyrdgals Lirit Sllrnvr' irl the ©ec:taratian;, SUCK IniltS Wtt 0~ ~U:JJCtt tU the :J~VlitattL Jesigla•r:.i ! cx:=-inn C+_neral AygrE~rrir 1 ,roil ~. nSU'etlS 31 f3. For all sur*is wn~cl tl'r ina,artl heo:+nes legeiry obligated to G9Y as damages c9usod by 'inx;urre'icirs' under CGU'ERAGE A ':i~C11Uty Il. and fcs ail mecir;al extwn.MaC r:.rrcr:il by acri- clznts unrc:r CcU~/EF2/~.G[ C iSECTICIN Ij ,vhch CCi'irK.rt t>e 3tirit)utQrt only h> ~perator?S at a sin gle dcsi3rtated 'locahui shrnvn ir, the ~'rhPdule atxwa. 1. Azy ~yrra?rns •nade under COVERhGE A frur da`nagtss e' _inQe' Gd~IERAC'F C -nr Inr3cii:;a expenses shall reduce the arnC~unt 3,1'~118,UIE uncer ttt, C3er~eldl k~fcAate LImII crt t~?c Pr:xjuC's-Gix'iNlclcsl Cilarrdbur~ Ag- greg~rtc Lrr+it whn,lrnrer is eppli:BOle end 2. 5L~1 payntierts °halr not re..]u[:e any C1itSigrrdt6d Inraricx? C,en'::rai Aptyrcgatc t~r?ril. C. S'JhCr~ r,~yrragG h7r L:a;n~d'q nn:iniy in.'. ~:f ?ha "pr(KfuG•Ir: completed oFer"irne hazard' ie prc~- viced, any payments for aernage Far~:uyr ::{ 'Gail y injury- or 'GrCpCrty damage" nCludeti in the "Urc;UU:a~COt11UIClCC o:~EratiOns ha:3rtf' will reduce l#tE Prodrjcts•~omp>Efed Opt+airon_ !tg- gregafe Limil a'?r7 nr~t r~dUG< V'le GGe-laral A~7 gregate l,mit nrx me L~a3~~,n3t•'7 I .^cgtrnn Gen- eral Aggregate Limit. D. f=nr thct prrpcses of this enaorsemen[ ;hz Defi- nitions ~caon is arnr~rlr.J by the sdditnn of the frrklpNing de~initcn: 'Locatirm" r-tcans pri~;ses x~vov ng tre same Of CCrlft@CUn9 ipt5, Or prami<Ess vr~ase canrxc- -lon Is inte•ru-xed Dopy try a s:reu? roadu,'~ry~. vre- tenti~zy ar ri,7rt-ct=rray oia railroad. E. i he pr~rvrsrors !n I ants Clf Insuran:~ iSEC~ICrN Ht; rr~~t ott-e{vrise modifirx! Gy this cnr~,?i~c•rcrsl shall ~~e~tnr-a tc apply as siipulabcc. SPECIMEN 32 EXHIBIT A URBAN RENEWAL PLAN 33 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 34 TABLE OF CONTENTS A. INTRODUCTION B. OBJECTIVES C. DISTRICT BOUNDARIES D. PUBLIC PURPOSE ACTIVITIES E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS F. LAND ACQUISITION AND DISPOSITION G. FINANCING ACTIVITIES H. STATE AND LOCAL REQUIREMENTS I. DURATION OF APPROVED URBAN RENEWAL PLAN J. SEVERABILITY K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN L. ATTACHMENTS Page 1 Page 2 Page 2 Page 3 Page 4 Page 5 Page 6 Page 8 Page 8 Page 9 Page 9 Page 9 35 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. i 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: 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. a 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. Planning and Design 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 Acquisition The City intends to negotiate the purchase of Subarea B, excluding the railroad s 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 Requirements 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. Chapter 15A Loan or Grant The City of Dubuque has determined that the making of loans or grants of public funds to qualified industries and businesses is necessary to aid in the planning, undertaking and completion of urban renewal projects authorized under this Plan within the meaning of Section 384.24(3)(q) of the Iowa Code. Accordingly, in furtherance of the objectives of this Plan, the City of Dubuque may determine to issue bonds or loan agreements, in reliance upon the authority of Section 384.24A, Section 384.24(3)(q), Section 403.12 (general obligation bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans or grants of public funds to qualified businesses. Alternatively, the City may determine to use available funds for the making of such loans or grants. In determining qualifications of recipients and whether to make any such individual loans or grants, the City of Dubuque shall consider one or more of the factors set forth in Section 15A.1 of the Iowa Code on a case-by-case basis. 2. Tax Increment Financing The City of Dubuque is prepared to utilize tax increment financing as a means of financing eligible costs incurred to implement the Public Purpose Activities identified in 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 along-term payback in overall increased tax base for the City, County and School District. The initial public investment required to generate new private investment will ultimately increase the taxable value of the District well beyond its existing base value. Tax increment reimbursement may be sought for, among other things, the following costs to the extent they are incurred by the City: a. Planning and administration of the Plan; b. Construction of public infrastructure improvements and facilities within the District; c. Acquisition, installation, maintenance and replacement of public investments throughout the District including but not limited to street lights, landscaping and buffers, signage and appropriate amenities; d. Acquisition of land and/or buildings and preparation of same for sale 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; 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. Proposed Amount of Indebtedness At this time, the extent of improvements and new development within the District is only generally known. As such, the amount and duration for use of the Tax Increment Revenues for public improvements and/or private development can only be estimated; however, the actual use and amount of Tax Increment Revenues to be used by the City for District activities will be determined at the time specific development is proposed. It is anticipated that the maximum amount of indebtedness which will qualify for Tax Increment Revenue reimbursement during the duration of this Plan, including acquisition, public improvements and private development assistance, will not exceed $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. s 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 2 of Dubuque Industrial Center West 7th Addition in the City of Dubuque, Iowa. 11 nv+rO Or. s~~o t x~ra~m ws.cac ~r`z wu+sr PRE_ tvil'~A~''' ~„'C;tiC;E~T F'_AN ~, LOT 2 ,~ DU6l.QJE t~IDUSTRI~IL ~F_NTER 'NEST ?TN A?:t C. w,~:~ ~,~jr "rte M T-~E C~iY 47F DUBU~.,:., ~CWA. __---r` -__W--' ~" " f~ _ .. __ - i~-=_~-.;._ _DCA`ICf, NAB LLB wwr .r r+w~+R.N ~wrto ------ uyn ~r - - na sw~wt v .s s -.-r-.~- aia rv~ rr - "- -- M- 1AI{'! 16 ! M - -~- no aa~ - -- - -..-~-+- 's ~ ww. ~. ,.y w411~'q ! - R W M ~i4tR 1Q Yw •~ .J~ -~ - R+M wYl~ Lwrwe~~ - / / v[Y ~N ~-!O® ~V ~, ~ ~. .r ~ y' ~ ~m s _ rso ~ wrrf w ~= ~ nA to wi R f5/I~ lal I M \Iw f ~ ~~l ~r r w~oM "RMwr.w~~~ - ~ou~~+ w.a _____ M1~\y w~aw ---.__ 1 ~~w'w ~rr~wwiwwr ~'-- _ a w Z " L }~f~ M ~~~ ai~~~~~lMw~~=wY 1w~ 1w ~ ~- ~q~ ww ski 1~1~ w a ~ ss 7M~~[ ~MM tlM~ +M 1 13 EXHIBIT C CITY ATTORNEY'S CERTIFICATE 14 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear rHE a rv or ` ~` _-.,,. - k _~ ~< ~~l_~~~~1_ (DATE) 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. Very sincerely, BAL:tIs Barry A. Lindahl, Esq. City Attorney 15 EXHIBIT D OPINION OF DEVELOPER'S COUNSEL 16 Mayor and City Councilmembers Cit~r Hall 13t and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa ("City") dated for reference purposes the day of , 20_ We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a limited liability company organized and existing under the laws of the State of and has full power and authority to execute, deliver and perform in full Development Agreement. 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 ART'S-WAY VESSELS INC., 19 Mayor and City Councilmembers Cit~r 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 Inc.) (Developer) in connection with Development Agreement (Developmen City of Dubuque, Iowa ("City") dated 20 (Art's-Way the execution and delivery of t Agreement) between Developer for reference purposes the Vessels certain and the day of 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 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 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. To our actual knowledge with no duty to inquire, 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. To our actual knowledge with no duty to inquire, 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 20 is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer's ability to perform Developer's obligations thereunder. 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 Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563 583-4113 Tax Statement to: SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee named below undertaking the obligations of the Developer under the Development Agreement described below and the sum of and no/100 Dollars ($ ) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto an Iowa limited liability company (Grantee), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the Property): This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). This Deed is given pursuant to the authority of Resolution No. of the City Council of the City of Dubuque adopted the day of , 20_, the terms and conditions thereof, if any, having been fulfilled. This Deed is being delivered in fulfillment of Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Development Agreement executed by Grantor and Grantee herein, dated the day of 20_ (the Agreement), a memorandum of which was recorded on the day of , 20_, in 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 perform in order to obtain such certification. In the event that an Event of Default occurs under the Agreement and Grantee or Art's-Way Vessels Inc. 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. Attest: CITY OF DUBUQUE IOWA By: Roy D. Buol, Mayor By: Jeanne F. Schneider, City Clerk 24 STATE OF IOWA COUNTY OF DUBUQUE SS 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 G MEMORANDUM OF DEVELOPMENT AGREEMENT 26 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 Art's-Way Vessels, Inc., an Iowa corporation with its principal place of business in Armstrong, Iowa. 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 DUBUQUE COUNTY ss: On this day of , 20_, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F. Schneider, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA DUBUQUE COUNTY ss: 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 28 EXHIBIT H CITY CERTIFICATE 29 n n: c rr~ of ( ~~~ _-.., -___ Cih° ~lanager'vOlli~e ~~ f/ ~0 11'cst ] 3tl~ Street Dubuque, lo~~~a ~?00]-~}~ih-4 (%3) 5tS9-:}110 phone (SE,i) 89--11.19 fas rttrml;ri?i it~~ohjuhuqueor}; (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 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. 30 (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 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 and 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, Developer. 31 (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 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. Sincerely, Michael C. Van Milligen City Manager MCVM:jh F:\USERS\DHeiar\Art's-WayWrt's-Way Vessels Inc. DA.doc 32