Medline Industries DICW Expansion Development AgreementTE IE CITY pF
DUB E MEMORANDUM
Mc~sterpiecP ~r1 the Mississi~~p~i
November 14, 2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Expansion of Medline Industries, Inc. at the Dubuque Industrial Center
West
Economic Development Director Dave Heiar recommends approval of a Development
Agreement with Medline Industries, Inc. and disposition of approximately 10.43 acres in
Dubuque Industrial Center West. The key elements of the Development Agreement
include:
1) The purchase price for the property is $120,000 per acre, with an Acquisition
Grant to the developer that reduces the cost to $60,000 per acre.
2) The Company plans to construct a building of approximately 62,000 square
feet costing approximately $6.5 million.
3) Medline Industries, Inc. will retain 232 positions and create 75 new jobs within
four years. The 307 jobs will be retained by Medline for four additional years
after the initial 48 months.
4) The Company will receive eight years of Tax Increment Financing in the form
of a yearly tax rebate on the value of the assessable improvements.
5) In the negotiations Medline expressed a desire to build a LEED certified
building. The City will provide a $3,000 per acre rebate if the building is Basic
LEED certified prior to January 1, 2010. This rebate increases to $6,000 per
acre for a Silver LEED certification and $9,000 rebate for a Gold LEED
certification.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM/jh
Attachment
``~~~,~~
Michael C. Van Milligen
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
THE CITY OF ,~,,,,.
Dj..TB ~ E MEMORANDUM
Masterpiece on the Mississippi
November 13, 2007
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director U
SUBJECT: Expansion of Medline Industries, Inc. at the Dubuque Industrial
Center West
INTRODUCTION
This memorandum presents for City Council consideration a Resolution disposing of
approximately 10.43 acres identified on the attached exhibit to Medline Industries, Inc.,
who will be constructing a 62,000 square foot office complex. The attached Resolution
approves the Development Agreement and the sale of this property.
BACKGROUND
City staff has worked with the Greater Dubuque Development Corporation and Medline
Industries, Inc. on an expansion at the Dubuque Industrial Center West. Medline
Industries, Inc. intends to relocate from their current leased location at 4141 Westmark
Drive. They were considering other locations outside the City, including Galena, Illinois.
They have committed to retaining the current 232 positions, and adding at least 75 new
jobs at the new office complex.
DISCUSSION
The proposed Development Agreement provides for several incentives to encourage
the expansion. An Acquisition Grant reduces the asking price of the land from
$120,000/acre to $60,000/acre.
A 8-year tax rebate has been offered to the company to assist in their expansion and
relocation. This is different from many previous development agreements which
provided a 10 year rebate. The Urban Renewal District will expire in 2018 and therefore,
it is only possible to provide fora 8 year rebate. The rebate is a form of tax increment
financing without issuing a tax increment finance bond to loan monies to the company
upfront. As the company pays its future tax obligation on the new improvements, the
City will rebate 100% (minus debt service and the School District Physical Plant and
Equipment Levy) of the new TIF increment for 8 years.
The attached Development Agreement establishes the terms of the sale of the property
to Medline Industries, Inc. The key elements of the agreement include the following:
1) The purchase price is $120,000 per acre for 10.43 acres. An Acquisition Grant to
the developer reduces the cost to $60,000 per acre.
2) The property will be conveyed on or before January 1, 2008.
3) The company must construct a building of approximately 62,000 square feet
costing approximately $6.5 million.
4) Medline Industries, Inc. must retain 232 positions and create 75 new jobs within
four years. The 307 jobs must be retained for 4 additional years after the initial 48
months.
5) The Company will receive an 8 year TIF in the form of a yearly tax rebate on the
value of the assessable improvements.
6) The City will provide a $3,000 per acre rebate if the building is Basic LEED
certified prior to January 1, 2010. This rebate increases to $6,000 per acre for a
Silver LEED certification and a $9,000 rebate for a Gold LEED certification.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
RECOMMENDATION
I recommend that the City Council approve the attached Development Agreement and
sell 10.43 acres located in the Dubuque Industrial Center West property to Medline
Industries, Inc. for the purpose of constructing a 62,000 sq. ft. office complex. 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\DHeiarlMedline\Council memo to MVM.doc
Prepared by: David Heiar, Economic Developmen~ 50 W. 13th St, Dubuque IA 52001 563 589-4393
Return to: Jeanne Schneider, City Clerk. 50 W. 13 St, Dubuque IA 52001 563 589-4120
RESOLUTION NO. 558-07
RESOLUTION APPROVING A DEVELOPMENT AGREEMENT
PROVIDING FOR THE SALE OF 10.43 ACRES IN THE DUBUQUE
INDUSTRIAL CENTER WEST TO MEDLINE INDUSTRIES, INC.
Whereas, the City Council, by Resolution No. 534-07, dated November 5, 2007,
declared its intent to enter into a Development Agreement with Medline Industries, Inc.
for the sale of 10.43 acres in the Dubuque Industrial Center West (the Property); and
Whereas, pursuant to published notice, a public hearing was held on the
proposed disposition on November 19, 2007 at 6:30 p.m. in the Historic Federal
Building, 350 W. 6th Street, Dubuque, Iowa; and
Whereas, it is the determination of the City Council that approval of the
Development Agreement for the sale to and development of the Property by Medline
Industries, Inc. according to the terms and conditions set out in the Development
Agreement is in the public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the attached Development Agreement by and between the
City of Dubuque and Medline Industries, Inc. for the sale of the Property is hereby
approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
Development Agreement on behalf of the City and City Clerk is authorized and directed
to attest to his signature.
Section 3. That the Mayor and City Clerk are hereby authorized and directed
to execute and deliver a Special Warranty Deed for the Property as provided in the
Development Agreement.
Section 4. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Development Agreement as herein approved.
Passed, approved and adopted this 19th day of November, 2007.
Attest:
Kevin S. Firnstahl, Assistant City Clerk
Patricia A. Cline, Mayor Pro Tem
F:\USERS1DHeiar\Medline\Medline final disposition res.doc
Page 2
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
MEDLINE INDUSTRIES, INC.
This Agreement, dated for reference purposes the day of
2007 (Effective Date), between the City of Dubuque, Iowa, a
municipality (City), established pursuant to the Iowa Code and acting under
authorization of Iowa Code Chapter 403, as amended (the Urban Renewal Act),
and Medline Industries, Inc., an Illinois business corporation with its principal place
of business in Mundelein, Illinois (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 facility to
expand its current operations within the community; and
WHEREAS, Developer has decided to construct a new facility in the Project
Area; and
WHEREAS, Developer has requested that City sell to Developer 10.43 acres
of land all of which are usable, legally described as Lot 4 Dubuque Industrial Center
West identified on Exhibit B, attached hereto, 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 an office facility for use
101707ba1
and occupancy with appurtenant uses which City has determined and represented
to Developer is in accordance with the uses specified in the Urban Renewal Plan
and in accordance with this Agreement; and
WHEREAS, City believes that the development of the Property pursuant to
this Agreement, and the fulfillment generally of this Agreement, are in the vital and
best interests of City and in accord with the public purposes and provisions of the
applicable federal, state and local laws and the requirements under which the
Project has been undertaken and is being assisted.
NOW THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The purchase price for the Property (the Purchase Price)
shall be the sum of One Million Two Hundred Fifty-One Thousand Six Hundred
Dollars ($1,251,600.00) (One Hundred Twenty Thousand Dollars ($120,000.00) per
usable acre for 10.43 net usable acres), which shall be due and payable by
Developer in immediately available funds in favor of City, on , 20
or 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
on the Closing Date, within thirty days after the Closing Date, less any expenses
incurred by City in connection with this Agreement.
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 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 within no
fewer than (14) days of the Effective Date, 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 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
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Abstract promptly following Developer's receipt of Developer's land survey
and the Abstract and to promptly provide City with any objections to title
identified therein. Nothing herein shall be deemed to limit Developer's rights
to raise new title objections with respect to matters revealed in any
subsequent title examinations and surveys and which were not identified in
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 its 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), less any expenses incurred by City in connection with this
Agreement, shall be returned to Developer with interest, or (b) take title
subject to such objections. City agrees to use its best reasonable efforts to
promptly satisfy any such objections.
1.3 Rights of Inspection, Testing and Review. Developer, its counsel,
accountants, agents and other representatives, shall have full and continuing
access to the Property and all parts thereof, upon reasonable notice to City.
Developer and its agents and representatives shall also have the right to enter upon
Property at any time after the execution and delivery hereof for any purpose
whatsoever, including, but not limited to, inspecting, surveying, engineering, test
boring, and performing environmental tests, provided that Developer shall hold City
harmless and fully indemnify City against any damage, claim, liability or cause of
action arising from or caused by the actions of Developer, its agents, or
representatives upon the Property (except for any damage, claim, liability or cause
of action arising from conditions existing prior to any such entry upon the Property),
and shall have the further right to make such inquiries of governmental agencies
and utility companies, etc. and to make such feasibility studies and analyses as it
considers 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.
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To the best of City's knowledge, there are no plans or efforts by any
government agency to widen, modify, or re-align any street or highway
providing access to the Property and there are no pending or intended public
improvements or special assessments affecting the Property which will result
in any charge or lien be levied or assessed against the Property.
(3) All leases, contracts, licenses, and permits between City and third
parties in connection with the maintenance, use, and operation of the
Property have been provided to Developer and City has provided true and
correct copies of all such documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
(5) The Property has a permanent right of ingress or egress to a public
roadway for the use and enjoyment of the Property.
(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 commercial office is a
permitted use in such zoning classification.
(7) Payment has been made for all labor or materials that have been
furnished to the Property or will be made prior to the Closing Date so that no
lien for labor performed or materials furnished can be asserted against the
Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
(9) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not
and shall not result in any material breach of any terms or conditions of any
mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation to which City is a party or by which either the City or the
Property being conveyed are bound, nor shall the execution, delivery and
performance of this Agreement violate any statute, regulation, judgment, writ,
injunction or decree of any court threatened or entered in a proceeding or
action in which City may be bound or to which either City or the Property
being conveyed may be subject.
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(10) City has duly obtained all necessary approvals and consents for its
execution, delivery and pertormance of this Agreement, and has full power
and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Developer at time of
closing confirming the representation contained herein, in the form attached
hereto as Exhibit C.
(11) The Property is free and clear of any occupants, and no party has a
lease to or other occupancy or contract right in the Property that shall in any
way be binding upon the Property.
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
Developer and hold Developer harmless from any and all claims asserted by
any broker engaged directly or indirectly by City for any fees or other
compensation related to the subject matter of this Agreement.
(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 a commercial office 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.
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1.5 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall
be correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit H.
(2) Title to the Property shall be in the condition warranted in Section 1.4
(3) Developer having obtained any and all necessary governmental
approvals, including without limitations approval of zoning, subdivision or
platting which might be necessary or desirable in connection with the sale,
transfer and development of the Property. Any conditions imposed as a part
of the zoning, platting or subdivision must be satisfactory to Developer
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.
(4) City, having given all required notices to or obtaining prior approval,
consent or permission of any federal, state, municipal or local governmental
agency, body, board or official to the sale of the Property; and
consummation of the closing by City shall be deemed a representation and
warranty that it has obtained the same.
6
(5) Developer and City shall be in material compliance with all the terms
and provisions of this Agreement.
(6) Developer shall have furnished City with evidence, in a form
satisfactory to City (such as a letter of commitment from a bank or other
lending institution), that Developer has firm financial commitments in an
amount sufficient, together with equity commitments, to complete the
Minimum Improvements (as defined herein) in conformance with the
Construction Plans (as defined herein), or City shall have received such
other evidence of Developer's financial ability as the reasonable judgment of
the City requires.
(7) 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 jobs
in Dubuque, Iowa, as of October 22, 2007.
(8) Receipt of an opinion of counsel to Developer in the form attached
hereto as Exhibit D.
(9) 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 its
sole and unfettered discretion. Upon the giving of notice of termination by
such terminating party to the other parties to this Agreement, this Agreement
shall be deemed null and void.
1.6 Closing. The closing of the purchase and sale shall take place on the
Closing Date. Exclusive possession of the Property shall be delivered on the
Closing Date, in its current condition and in compliance with this Agreement,
including City's representations and warranties regarding the same. Consummation
of the closing shall be deemed an agreement of the parties to this Agreement that
the conditions of closing have been satisfied or waived.
1.7 City's Obligations at Closing. At or prior to the Closing Date, City shall:
(1) Deliver to Developer City's duly recordable Special Warranty Deed to
the Property (in the form attached hereto as Exhibit F (Deed) and
appropriate resolutions of the City Council conveying to Developer
marketable fee simple title to the Property and all rights appurtenant thereto,
subject only to easements, restrictions, conditions and covenants of record
as of the date hereof and not objected to by Developer as set forth in this
Agreement, and to the conditions subsequent set forth in Section 5.3 below.
(2) Deliver to Developer the Abstract of Title to the Property.
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(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 Closinq. At closing, and subject
to the terms, conditions, and provisions hereof and the performance by City of its
obligations as set forth herein, Developer shall pay the Purchase Price to City
pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting
credit pursuant to Section 3.1 below.
1.9 Closinq Costs. The following costs and expenses shall be paid in connection
with the closing:
(1) City shall pay:
(a) The transfer fee, if any, imposed on the conveyance.
(b) A pro-rata portion of all taxes, if any, as provided in Section
1.10.
(c) All special assessments, if any, whether levied, pending or
assessed.
(d) City's attorney's fees, if any.
(e) City's broker and/or real estate commissions and fees, if any.
(f) The cost of recording the satisfaction of any existing mortgage
and any other document necessary to make title marketable.
(2) Developer shall pay the following costs in connection with the closing:
(a) The recording fee necessary to record the Deed.
(b) Developer's attorney's fees.
(c) Developer's broker and/or real estate commissions and fees, if
any.
(d) A pro-rata portion of all taxes as provided in Section 1.10.
1.10 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years that
end prior to the Closing Date. Real estate taxes for the fiscal year in which the
Closing Date occurs shall be prorated between City and Developer to the Closing
Date on the basis of a 365-day calendar year. Developer shall pay or cause to be
8
paid all real estate taxes due in subsequent fiscal years. Any proration of real
estate taxes on the Property shall be based upon such taxes for the year currently
payable.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. City acknowledges that Developer is
building an office facility on the Property, specifically, a building and certain internal
systems thereto, and 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 that the Minimum Improvements shall
include an office facility approximately sixty-two thousand (62,000) square feet of
floor space along with necessary site work as contemplated in this Agreement at an
estimated cost of approximately $6,500,000.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications
with respect to the development of Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with the
Urban Renewal Plan, this Agreement, and all applicable 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 the Minimum
Improvements on the Property shall be commenced within three (3) months
after the Closing Date, and shall be substantially completed by December
31, 2008. For purposes of this section, "substantial completion" shall mean
completion of the site work and completion of the core and shell of the
building, but shall not include furniture fixtures and equipment, and does not
contemplate receipt of a certificate of occupancy. The time frames for the
performance of these obligations shall be suspended due to unavoidable
delays, meaning delays, outside the control of the party claiming its
occurrence in good faith, which are the direct result of strikes, other labor
troubles, unusual shortages of materials or labor, unusually severe or
prolonged bad weather, acts of God, fire or other casualty to the Minimum
Improvements, litigation commenced by third parties which, by injunction or
other similar judicial action or by the exercise of reasonable discretion
directly results in delays, or acts of any federal, state or local government
9
which directly result in delays. The time for performance of such obligations
shall be extended only for the period of such delay.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an
appropriate instrument so certifying. Such certification (the Certificate of
Completion) shall be in 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 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, in the amount of Six
Hundred Twenty-five Thousand Eight Hundred Dollars ($625,800.00)(Sixty
Thousand Dollars ($60,000.00) per acre x 10.43 usable acres). The parties agree
that the Acquisition Grant shall be payable in the form of a credit favoring
Developer at the time of Closing with the effect of directly offsetting a portion of the
Purchase Price obligation of Developer.
3.2 Economic Development Grant.
(1) For and in consideration of Developer's obligations hereunder, and in
furtherance of the goals and objectives of the urban renewal plan for the
Project Area and the Urban Renewal Law, City agrees, subject to Developer
being and remaining in compliance with the terms of this Agreement, to
make 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 the Minimum
Improvements thereon during the period such tax increment revenues
accrue, as follows:
November 1, 2009 May 1, 2010
November 1, 2010 May 1, 2011
November 1, 2011 May 1, 2012
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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 Developer if Developer owns or leases
the Property and/or Improvements thereon during the period such tax
increment revenues accrue, 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 "Medline 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 Medline 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
11
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 Medline 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.
3.3 LEED Certification Rebate. If Developer, by not later than January 1, 2010,
provides City with evidence of Basic LEED certification of the Minimum
Improvements, City shall pay to Developer a rebate of $3,000 per usable acre
purchased. If the minimum improvements obtain a Silver level LEED certification,
the rebate will be $6,000 per usable acre purchased. A Gold level LEED
certification will earn a rebate of $9,000 per usable acre purchased.
SECTION 4. COVENANTS OF DEVELOPER
4.1 Job Creation.
(1) Developer shall create seventy-five (75) full-time jobs in Dubuque,
Iowa prior to January 1, 2011, and shall maintain those jobs during the Term
of this Agreement. It is agreed by the parties that Developer has Two
Hundred thirty-two (232) full-time jobs in Dubuque, Iowa, as of October 22,
2007. In the event that the certificate provided to City under Section 4.2
hereof on January 1, 2016 discloses that Developer does not as of that date
have at least 307 employees as provided hereinabove, then Developer shall
pay to City, promptly upon written demand therefor, an amount equal to $
2,038.44 per job not created or maintained ($625,800.00 divided by 307 jobs
_ $ 2,038.44). (In the event that Developer is required to pay City under the
second paragraph of Section 2.3, the amount per job not created of
$2,038.44 shall be reduced by the amount of such payment). The payments
provided for herein shall be the City's sole remedy for the failure of
Developer to meet the job creation requirements of this subsection 4.1(1).
(2) In addition, 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 (307 jobs)
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by this Section 4.1. (For example, if Developer has 300 jobs, the semi-
annual Economic Development Grants would be 97.7% (300/307
employees) of the Tax Increment Revenues received by City would be paid
by City). The reduction of the semi-annual Economic Development Grants
shall be the City's sole remedy for the failure of Developer to meet the job
creation requirements of this subsection 4.1(2).
4.2 Certification. To assist City in monitoring the performance of Developer
hereunder, not later than January 10, 2010, and not later than January 10 of each
year thereafter during the Term of this Agreement, a duly authorized officer of
Developer shall certify to City in a form acceptable to City (a) the number of full time
jobs employed in Dubuque, Iowa, and (b) to the effect that such officer has
re-examined the terms and provisions of this Agreement and that at the date of
such certificate, and during the preceding twelve (12) months, Developer is not or
was not in default in the fulfillment of any of the terms and conditions of this
Agreement and that no Event of Default (or event which, with the lapse of time or
the giving of notice, or both, would become an Event of Default) is occurring or has
occurred as of the date of such certificate or during such period, or if the signer is
aware of any such default, event or Event of Default, said officer shall disclose in
such statement the nature thereof, its period of existence and what action, if any,
has been taken or is proposed to be taken with respect thereto. Such certificate
shall be provided not later than February 28, 2010, and by February 28 of each
year thereafter during the Term of this Agreement
4.3 Books and Records. During the term of this Agreement, Developer shall
keep at all times and make available to City upon reasonable request 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 Exemptions. During the term of this Agreement, Developer agrees not to
apply for any other state or local property tax exemptions which are available with
respect to the Development Property or the Minimum Improvements located
thereon that may now be, or hereafter become, available under state law or city
ordinance during the term of this Agreement, including those that arise under Iowa
Code Chapters 404 and 427, as amended.
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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
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.
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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.
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 a commercial office complex is in full compliance with
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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,
ownership, and operation of the Minimum Improvements; or (3) the condition
of the Property and any hazardous substance or environmental
contamination located in or on the Property, caused and occurring after
Developer takes possession of the Property.
(3) The Indemnified Parties shall not be liable to Developer for any
damage or injury to the persons or property of Developer or its officers,
agents, servants or employees or any other person who may be on, in or
about the Minimum Improvements due to any act of negligence of any
person, other than any act of negligence on the part of any such Indemnified
Party or its officers, agents, servants or employees.
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(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.
(3) Transfer of any interest by Developer of the Minimum Improvements
is 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
17
Default, but only if the Event of Default has not been cured within sixty (60) days
following such notice, or if the Event of Default cannot be cured within sixty (60)
days and Developer does not provide assurances to City that the Event of Default
will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it
receives assurances from the defaulting party, deemed adequate by City,
that the defaulting party will cure its default and continue its performance
under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City shall be entitled to recover from Developer the sum of all
amounts expended by City in connection with the funding of the Acquisition
Grant to Developer, and City may take any action, including any legal action
it deems necessary, to recover such amounts from the defaulting party;
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments
due under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant under this Agreement.
5.3 Re-vesting Title in City Upon Happening of Event Subsequent to
Conveyance to Developer. In the event that, subsequent to conveyance of the
Property to Developer by City, and prior to receipt by Developer of the Certificate of
Completion, but subject to the terms of the mortgage granted by Developer to
secure a loan obtained by Developer from a commercial lender or other financial
institution to fund the acquisition of Property or construction of the Minimum
Improvements (First Mortgage), an Event of Default under Section 5.1 of this
Agreement occurs and is not cured within the times specified in Section 5.2, then
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
18
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 assurance to City, reasonably satisfactory to
City, that the events will be cured as soon as reasonably possible. Notwithstanding
the foregoing, however, City agrees to execute a Subordination Agreement in favor
of Developer's first mortgage lender, in a form reasonably acceptable to City and to
Developer's first mortgage lender.
5.4 Resale of Reacquired Property Disposition of Proceeds. Upon the re-
vesting in City of title to the Property as provided in Section 5.3 of this Agreement,
City shall, pursuant to its responsibility under law, use its best efforts, subject to any
rights or interests in such property or resale granted to any holder of a First
Mortgage, to resell the Property or part thereof as soon and in such manner as City
shall find feasible and consistent with the objectives of such law and of the Urban
Renewal Plan to a qualified and responsible party or parties (as determined by City
in its sole discretion) who will assume the obligation of making or completing the
Minimum Improvements or such other improvements in their stead as shall be
satisfactory to City and in accordance with the uses specified for such the Property
or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such
property or proceeds granted to any holder of a First Mortgage upon such resale of
the Property the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on
the Property, or any portion thereof, or any improvements thereon,
previously acquiesced in by City pursuant to this Agreement. If more than
one mortgage on the Property, or any portion thereof, or any improvements
thereon, has been previously acquiesced in by City pursuant to this
Agreement and insufficient proceeds of the resale exist to pay the principal
of, and interest on, each such mortgage in full, then such proceeds of the
resale as are available shall be used to pay the principal of and interest on
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
19
obligations, default or acts of Developer, its successors or transferees
(except with respect to such mortgage(s)), any expenditures made or
obligations incurred with respect to the making or completion of the Minimum
Improvements or any part thereof on the Property or part thereof, and any
amounts otherwise owing to City (including water and sewer charges) by
Developer and its successors or transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (1) the sum
of the Purchase Price paid to City for the Property and the cash actually
invested by such party in making any of the Minimum Improvements on the
Property, less (2) any gains or income withdrawn or made by Developer from
this Agreement or the Property.
5.5 No Remedy Exclusive. Except as otherwise provided in this Agreement, no
remedy herein conferred upon or reserved to City is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed
expedient.
5.6 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other concurrent, previous or subsequent breach hereunder.
5.7 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in
equity, including an action for declaratory relief or arbitration, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of litigation from the other party. Such
fees and costs of litigation may be set by the court in the trial of such action or by
the arbitrator, as the case may be, or may be enforced in a separate action brought
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 its performance under this
Agreement until they receive assurances from City, deemed adequate by
20
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: James Abrams
Medline Industries, Inc.
One Medline Place
Mundelein, Illinois 60060
Phone:1-800-MEDLINE
Fax: 1-800-351-1512
With copy to: Alex Liberman
Medline Industries, Inc.
One Medline Place
Mundelein, Illinois 60060
Phone:1-800-MEDLINE
Fax: 1-800-351-1512
If to City: City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to: City Attorney
City Hall
50 W. 13th Street
Dubuque, IA 52001
Or at such other address with respect to any party as that party may, from time to
time designate in writing and forward to the other as provided in this Section.
6.2 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).
21
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. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as
Exhibit G in the office of the Recorder of Dubuque County, Iowa. Developer
shall pay the costs for so recording.
CITY OF DUBUQUE, IOWA
uol, Mayor
~~,
BY' .~
Jeanne F. Schneider, City Clerk
MEDL NE INDUSTRIES, INC.
°~
t~r ,~,
By,, ,' \
lames Abrams, COO
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
No Exhibit E
Exhibit F Deed
Exhibit G Memorandum of DeveCopment 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 Immunitv. 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 Immunitv. 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
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Gf 2£~ ~8 07 Od
TF!!S EN~4R~14~~iT GRANGES THE Pti~.CCY> P~.EA3~ 1~~ACt tT GJk1~"FUL.~'d.
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PER~N C?R ~i1~!!~ 1 1
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tT4~PC3~RTAN`T
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SPECIMEN
AGf~k2t~ 7~ f,2+901~iSF
30
f'tYt.'.Y° t~~}Lti3E:i't
ti1sER~IAt. GEN~FW!_ t~b~BNWt~'Y
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tliild~3:3`.k'G'L711 34 Rrl`Pf4Sp.'1 t'•, ~ le? 3+:1:iilta~' ~
;Y3~ `r °r~aing ~e~it, ii ~ _~
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#lTt rt;7t sat"~Tar;ise ttiogi{3ed bg Stcis car~:~~ t~,~•t~3wt
shah ec~>d r=t,.a ~ a~,p~a as tdc.
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.
36
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:
37
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
38
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.
39
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
40
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
41
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
42
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. Proaosed 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.
43
I. DURATION OF APPROVED URBAN RENEWAL PLAN
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.
44
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
45
EXHIBIT B
LEGAL DESCRIPTION
Lot 4 of Dubuque Industrial Center West
46
EXHIBIT B-1
SITE LAYOUT
47
00
EXHIBIT C
CITY ATTORNEY'S CERTIFICATE
49
BARRY A. LINDAHL, ESQ.
CITY ATTORNEY
RE:
Dear
TI-1Ei CITY OF
~~~G..
(DATE)
I have acted as counsel for the City of Dubuque, Iowa, in connection with the
execution and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for
reference purposes the day of , 20_
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to
execute, deliver and perform its obligations under this Agreement, and to the best
of my knowledge, the representations of the City Manager in his letter dated the
day of , 20_, are correct.
Very sincerely,
BAL:tIs
Barry A. Lindahl, Esq.
City Attorney
50
EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL
51
Mayor and City Councilmembers
Cit~ 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
52
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,
53
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 compan
(Grantee), the following described
State of Iowa, to wit (the Property):
parcel(s) situated
Y
in the County of Dubuque,
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
55
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 Medline Industries, 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
56
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
57
EXHIBIT G
MEMORANDUM OF DEVELOPMENT AGREEMENT
58
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an
Iowa municipal corporation, of Dubuque, Iowa, and
was made regarding the following described premises:
The Development Agreement is dated for reference purposes the day
of , 20_, and contains covenants, conditions, and restrictions
concerning the sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose
of constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the
terms and provisions of the Development Agreement shall prevail. A complete
counterpart of the Development Agreement, together with any amendments
thereto, is in the possession of the City of Dubuque and may be examined at its
offices as above provided.
Dated this day of , 20
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
59
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.
60
Notary Public, State of Iowa
61
EXHIBIT H
CITY CERTIFICATE
62
{ itc~ ~tPii7 r r is C)ltice
~t1 i'v`~~tit I'~th Stx'ct t
1)uhwi~iat li~~~~a 5''t)t71-4tu~-a
{ar~j -s~+--1I~1t) }~itunc
ctt'itt~,i:~~~c i t~ r>€i3nhue~uew.r~rt;
(DATE)
Dear
7Hi~.C1°I°Y UP
d.
c~Z~r~4
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, 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
63
(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 corporate office/industrial
facility is a permitted use in such zoning classification.
(7) Payment has been made for all labor or materials that have been
furnished to the Property or will be made prior to the Closing Date so that no
lien for labor performed or materials furnished can be asserted against the
Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
(9) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not
and shall not result in any material breach of any terms or conditions of any
mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation to which City is a party or by which either the City or the
Property being conveyed are bound, nor shall the execution, delivery and
performance of this Agreement violate any statute, regulation, judgment, writ,
injunction or decree of any court threatened or entered in a proceeding or
action in which City may be bound or to which either City or the Property
being conveyed may be subject.
(10) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and has full power
and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Developer at time of
closing confirming the representation contained herein, in the form attached
hereto as Exhibit C.
(11) The Property is free and clear of any occupants, and no party has a
lease to or other occupancy or contract right in the Property that shall in any
way be binding upon the Property, Developer.
64
(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\Medline\Medline Industries DA.doc
65
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
MEDLINE INDUSTRIES, INC.
This Agreement, dated for reference purposes the 19th day of November,
2007 (Effective Date), between the City of Dubuque, Iowa, a municipality (City),
established pursuant to the Iowa Code and acting under authorization of Iowa Code
Chapter 403, as amended (the Urban Renewal Act), and Medline Industries, Inc.,
an Illinois business corporation with its principal place of business in Mundelein,
Illinois (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 facility to
expand its current operations within the community; and
WHEREAS, Developer has decided to construct a new facility in the Project
Area; and
WHEREAS, Developer has requested that City sell to Developer 10.43 acres
of land all of which are usable, legally described as Lot 4 Dubuque Industrial Center
West identified on Exhibit B, attached hereto, 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 an office facility for use
101707ba1
and occupancy with appurtenant uses which City has determined and represented
to Developer is in accordance with the uses specified in the Urban Renewal Plan
and in accordance with this Agreement; and
WHEREAS, City believes that the development of the Property pursuant to
this Agreement, and the fulfillment generally of this Agreement, are in the vital and
best interests of City and in accord with the public purposes and provisions of the
applicable federal, state and local laws and the requirements under which the
Project has been undertaken and is being assisted.
NOW THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price. The purchase price for the Property (the Purchase Price)
shall be the sum of One Million Two Hundred Fifty -One Thousand Six Hundred
Dollars ($1,251,600.00) (One Hundred Twenty Thousand Dollars ($120,000.00) per
usable acre for 10.43 net usable acres), which shall be due and payable by
Developer in immediately available funds in favor of City, on January 1, 2008 or
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
on the Closing Date, within thirty days after the Closing Date, less any expenses
incurred by City in connection with this Agreement.
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 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 within no
fewer than (14) days of the Effective Date, 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 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
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Abstract promptly following Developer's receipt of Developer's land survey
and the Abstract and to promptly provide City with any objections to title
identified therein. Nothing herein shall be deemed to limit Developer's rights
to raise new title objections with respect to matters revealed in any
subsequent title examinations and surveys and which were not identified in
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 its 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), less any expenses incurred by City in connection with this
Agreement, shall be returned to Developer with interest, or (b) take title
subject to such objections. City agrees to use its best reasonable efforts to
promptly satisfy any such objections.
1.3 Rights of Inspection, Testing and Review. Developer, its counsel,
accountants, agents and other representatives, shall have full and continuing
access to the Property and all parts thereof, upon reasonable notice to City.
Developer and its agents and representatives shall also have the right to enter upon
Property at any time after the execution and delivery hereof for any purpose
whatsoever, including, but not limited to, inspecting, surveying, engineering, test
boring, and performing environmental tests, provided that Developer shall hold. City
harmless and fully indemnify City against any damage, claim, liability or cause of
action arising from or caused by the actions of Developer, its agents, or
representatives upon the Property (except for any damage, claim, liability or cause
of action arising from conditions existing prior to any such entry upon the Property),
and shall have the further right to make such inquiries of governmental agencies
and utility companies, etc. and to make such feasibility studies and analyses as it
considers 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.
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To the best of City's knowledge, there are no plans or efforts by any
government agency to widen, modify, or re -align any street or highway
providing access to the Property and there are no pending or intended public
improvements or special assessments affecting the Property which will result
in any charge or lien be levied or assessed against the Property.
(3) All leases, contracts, licenses, and permits between City and third
parties in connection with the maintenance, use, and operation of the
Property have been provided to Developer and City has provided true and
correct copies of all such documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
(5) The Property has a permanent right of ingress or egress to a public
roadway for the use and enjoyment of the Property.
(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 commercial office is a
permitted use in such zoning classification.
(7) Payment has been made for all labor or materials that have been
furnished to the Property or will be made prior to the Closing Date so that no
lien for labor performed or materials furnished can be asserted against the
Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
(9) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not
and shall not result in any material breach of any terms or conditions of any
mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation to which City is a party or by which either the City or the
Property being conveyed are bound, nor shall the execution, delivery and
performance of this Agreement violate any statute, regulation, judgment, writ,
injunction or decree of any court threatened or entered in a proceeding or
action in which City may be bound or to which either City or the Property
being conveyed may be subject.
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(10) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and has full power
and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Developer at time of
closing confirming the representation contained herein, in the form attached
hereto as Exhibit C.
(11) The Property is free and clear of any occupants, and no party has a
lease to or other occupancy or contract right in the Property that shall in any
way be binding upon the Property.
(12) City represents and warrants that any fees or other compensation
which may be owed to a broker engaged directly or indirectly by City in
connection with the purchase and sale contemplated in this Agreement are
the sole responsibility and obligation of City and that City will indemnify
Developer and hold Developer harmless from any and all claims asserted by
any broker engaged directly or indirectly by City for any fees or other
compensation related to the subject matter of this Agreement.
(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 a commercial office adjoin the Property and Developer shall have the right
to connect to said utilities, subject to City's connection fees.
(17) The representations and warranties contained in this article shall be
correct in all respects on and as of the Closing Date with the same force and
effect as if such representations and warranties had been made on and as of
the Closing Date which representations and warranties shall continue and
survive the Closing Date.
1.5 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.4 shall
be correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit H.
(2) Title to the Property shall be in the condition warranted in Section 1.4.
(3) Developer having obtained any and all necessary governmental
approvals, including without limitations approval of zoning, subdivision or
platting which might be necessary or desirable in connection with the sale,
transfer and development of the Property. Any conditions imposed as a part
of the zoning, platting or subdivision must be satisfactory to Developer
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.
(4) City, having given all required notices to or obtaining prior approval,
consent or permission of any federal, state, municipal or local governmental
agency, body, board or official to the sale of the Property; and
consummation of the closing by City shall be deemed a representation and
warranty that it has obtained the same.
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(5) Developer and City shall be in material compliance with all the terms
and provisions of this Agreement.
(6) Developer shall have furnished City with evidence, in a form
satisfactory to City (such as a letter of commitment from a bank or other
lending institution), that Developer has firm financial commitments in an
amount sufficient, together with equity commitments, to complete the
Minimum Improvements (as defined herein) in conformance with the
Construction Plans (as defined herein), or City shall have received such
other evidence of Developer's financial ability as the reasonable judgment of
the City requires.
(7) 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 jobs
in Dubuque, Iowa, as of October 22, 2007.
(8) Receipt of an opinion of counsel to Developer in the form attached
hereto as Exhibit D.
(9) 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 its
sole and unfettered discretion. Upon the giving of notice of termination by
such terminating party to the other parties to this Agreement, this Agreement
shall be deemed null and void.
1.6 Closing. The closing of the purchase and sale shall take place on the
Closing Date. Exclusive possession of the Property shall be delivered on the
Closing Date, in its current condition and in compliance with this Agreement,
including City's representations and warranties regarding the same. Consummation
of the closing shall be deemed an agreement of the parties to this Agreement that
the conditions of closing have been satisfied or waived.
1.7 City's Obligations at Closing. At or prior to the Closing Date, City shall:
(1) Deliver to Developer City's duly recordable Special Warranty Deed to
the Property (in the form attached hereto as Exhibit F (Deed) and
appropriate resolutions of the City Council conveying to Developer
marketable fee simple title to the Property and all rights appurtenant thereto,
subject only to easements, restrictions, conditions and covenants of record
as of the date hereof and not objected to by Developer as set forth in this
Agreement, and to the conditions subsequent set forth in Section 5.3 below.
(2) Deliver to Developer the Abstract of Title to the Property.
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(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.
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
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paid all real estate taxes due in subsequent fiscal years. Any proration of real
estate taxes on the Property shall be based upon such taxes for the year currently
payable.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. City acknowledges that Developer is
building an office facility on the Property, specifically, a building and certain internal
systems thereto, and 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 that the Minimum Improvements shall
include an office facility approximately sixty-two thousand (62,000) square feet of
floor space along with necessary site work as contemplated in this Agreement at an
estimated cost of approximately $6,500,000.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications
with respect to the development of Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with the
Urban Renewal Plan, this Agreement, and all applicable 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 the Minimum
Improvements on the Property shall be commenced within three (3) months
after the Closing Date, and shall be substantially completed by December
31, 2008. For purposes of this section, "substantial completion" shall mean
completion of the site work and completion of the core and shell of the
building, but shall not include furniture fixtures and equipment, and does not
contemplate receipt of a certificate of occupancy. The time frames for the
performance of these obligations shall be suspended due to unavoidable
delays, meaning delays, outside the control of the party claiming its
occurrence in good faith, which are the direct result of strikes, other labor
troubles, unusual shortages of materials or labor, unusually severe or
prolonged bad weather, acts of God, fire or other casualty to the Minimum
Improvements, litigation commenced by third parties which, by injunction or
other similar judicial action or by the exercise of reasonable discretion
directly results in delays, or acts of any federal, state or local government
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which directly result in delays. The time for performance of such obligations
shall be extended only for the period of such delay.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an
appropriate instrument so certifying. Such certification (the Certificate of
Completion) shall be in 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 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, in the amount of Six
Hundred Twenty-five Thousand Eight Hundred Dollars ($625,800.00)(Sixty
Thousand Dollars ($60,000.00) per acre x 10.43 usable acres). The parties agree
that the Acquisition Grant shall be payable in the form of a credit favoring
Developer at the time of Closing with the effect of directly offsetting a portion of the
Purchase Price obligation of Developer.
3.2 Economic Development Grant.
(1) For and in consideration of Developer's obligations hereunder, and in
furtherance of the goals and objectives of the urban renewal plan for the
Project Area and the Urban Renewal Law, City agrees, subject to Developer
being and remaining in compliance with the terms of this Agreement, to
make 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 the Minimum
Improvements thereon during the period such tax increment revenues
accrue, as follows:
November 1, 2009
November 1, 2010
November 1, 2011
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May 1, 2010 •
May 1,2011
May 1,2012
November 1, 2012
November 1, 2013
November 1, 2014
November 1, 2015
November 1, 2016
November 1, 2017
May 1,2013
May 1, 2014
May 1,2015
May 1,2016
May 1,2017
May 1,2018
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law in amounts
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 Developer if Developer owns or leases
the Property and/or Improvements thereon during the period such tax
increment revenues accrue, 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 "Medline 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 Medline 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 Medline 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.
3.3 LEED Certification Rebate. If Developer, by not later than January 1, 2010,
provides City with evidence of Basic LEED certification of the Minimum
Improvements, City shall pay to Developer a rebate of $3,000 per usable acre
purchased. If the minimum improvements obtain a Silver level LEED certification,
the rebate will be $6,000 per usable acre purchased. A Gold level LEED
certification will earn a rebate of $9,000 per usable acre purchased.
SECTION 4. COVENANTS OF DEVELOPER
4.1 Job Creation.
(1) Developer shall create seventy-five (75) full-time jobs in Dubuque,
Iowa prior to January 1, 2011, and shall maintain those jobs during the Term
of this Agreement. It is agreed by the parties that Developer has Two
Hundred thirty-two (232) full-time jobs in Dubuque, Iowa, as of October 22,
2007. In the event that the certificate provided to City under Section 4.2
hereof on January 1, 2016 discloses that Developer does not as of that date
have at least 307 employees as provided hereinabove, then Developer shall
pay to City, promptly upon written demand therefor, an amount equal to $
2,038.44 per job not created or maintained ($625,800.00 divided by 307 jobs
= $ 2,038.44). (In the event that Developer is required to pay City under the
second paragraph of Section 2.3, the amount per job not created of
$2,038.44 shall be reduced by the amount of such payment). The payments
provided for herein shall be the City's sole remedy for the failure of
Developer to meet the job creation requirements of this subsection 4.1(1).
(2) In addition, 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 (307 jobs)
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by this Section 4.1. (For example, if Developer has 300 jobs, the semi-
annual Economic Development Grants would be 97.7% (300/307
employees) of the Tax Increment Revenues received by City would be paid
by City). The reduction of the semi-annual Economic Development Grants
shall be the City's sole remedy for the failure of Developer to meet the job
creation requirements of this subsection 4.1(2).
4.2 Certification. To assist City in monitoring the performance of Developer
hereunder, not later than January 10, 2010, and not later than January 10 of each
year thereafter during the Term of this Agreement, a duly authorized officer of
Developer shall certify to City in a form acceptable to City (a) the number of full time
jobs employed in Dubuque, Iowa, and (b) to the effect that such officer has
re-examined the terms and provisions of this Agreement and that at the date of
such certificate, and during the preceding twelve (12) months, Developer is not or
was not in default in the fulfillment of any of the terms and conditions of this
Agreement and that no Event of Default (or event which, with the lapse of time or
the giving of notice, or both, would become an Event of Default) is occurring or has
occurred as of the date of such certificate or during such period, or if the signer is
aware of any such default, event or Event of Default, said officer shall disclose in
such statement the nature thereof, its period of existence and what action, if any,
has been taken or is proposed to be taken with respect thereto. Such certificate
shall be provided not later than February 28, 2010, and by February 28 of each
year thereafter during the Term of this Agreement
4.3 Books and Records. During the term of this Agreement, Developer shall
keep at all times and make available to City upon reasonable request 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 Exemptions. During the term of this Agreement, Developer agrees not to
apply for any other state or local property tax exemptions which are available with
respect to the Development Property or the Minimum Improvements located
thereon that may now be, or hereafter become, available under state law or city
ordinance during the term of this Agreement, including those that arise under Iowa
Code Chapters 404 and 427, as amended.
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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) AH 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
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.
14
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 a decision-making process or gain insider.
information with regard to the project, shall have any interest, direct or indirect, in
any contract or subcontract, or the proceeds thereof, for work to be performed in
connection with the project, or in any activity, or benefit therefrom, which is part of
this project at any time during or after such person's tenure. In connection with this
obligation, Developer shall have the right to rely upon the representations of any
party with whom it does business and shall not be obligated to perform any further
examination into such party's background.
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.
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 a commercial office complex is in full compliance with
15
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,
ownership, and operation of the Minimum Improvements; or (3) the condition
of the Property and any hazardous substance or environmental
contamination located in or on the Property, caused and occurring after
Developer takes possession of the Property.
(3) The Indemnified Parties shall not be liable to Developer for any
damage or injury to the persons or property of Developer or its officers,
agents, servants or employees or any other person who may be on, in or
about the Minimum improvements due to any act of negligence of any
person, other than any act of negligence on the part of any such Indemnified
Party or its officers, agents, servants or employees.
16
(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.
(3) Transfer of any interest by Developer of the Minimum Improvements
is 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
17
Default, but only if the Event of Default has not been cured within sixty (60) days
following such notice, or if the Event of Default cannot be cured within sixty (60)
days and Developer does not provide assurances to City that the Event of Default
will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it
receives assurances from the defaulting party, deemed adequate by City,
that the defaulting party will cure its default and continue its performance
under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City shall be entitled to recover from Developer the sum of all
amounts expended by City in connection with the funding of the Acquisition
Grant to Developer, and City may take any action, including any legal action
it deems necessary, to recover such amounts from the defaulting party;
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments
due under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant under this Agreement.
5.3 Re -vesting Title in City Upon Happening of Event Subsequent to
Conveyance to Developer. In the event that, subsequent to conveyance of the
Property to Developer by City, and prior to receipt by Developer of the Certificate of
Completion, but subject to the terms of the mortgage granted by Developer to
secure a loan obtained by Developer from a commercial lender or other financial
institution to fund the acquisition of Property or construction of the Minimum
Improvements (First Mortgage), an Event of Default under Section 5.1 of this
Agreement occurs and is not cured within the times specified in Section 5.2, then
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, andthat 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
18
revert to City (subject to the provisions of. Section 5.3 of this Agreement), but onlyif
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 assurance to City, reasonably satisfactory to
City, that the events will be cured as soon as reasonably possible. Notwithstanding
the foregoing, however, City agrees to execute a Subordination Agreement in favor
of Developer's first mortgage lender, in a form reasonably acceptable to City and to
Developer's first mortgage lender.
5.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the re-
vesting in City of title to the Property as provided in Section 5.3 of this Agreement,
City shall, pursuant to its responsibility under law, use its best efforts, subject to any
rights or interests in such property or resale granted to any holder of a First
Mortgage, to resell the Property or part thereof as soon and in such manner as City
shall find feasible and consistent with the objectives of such law and of the Urban
Renewal Plan to a qualified and responsible party or parties (as determined by City
in its sole discretion) who will assume the obligation of making or completing the
Minimum Improvements or such other improvements in their stead as shall be.
satisfactory to City and in accordance with the uses specified for such the Property
or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such
property or proceeds granted to any holder of a First Mortgage upon such resale of
the Property the proceeds thereof shall be applied:
(1) First, to pay and discharge the First Mortgage;
(2) Second, to pay the principal and interest on mortgage(s) created on
the Property, or any portion thereof, or any improvements thereon,
previously acquiesced in by City pursuant to this Agreement. If more than
one mortgage on the Property, or any portion thereof, or any improvements
thereon, has been previously acquiesced in by City pursuant to this
Agreement and insufficient proceeds of the resale exist to pay the principal
of, and interest on, each such mortgage in full, then such proceeds of the
resale as are available shall be used to pay the principal of and interest on
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
Tess 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
19
obligations, default or acts of Developer, its successors or transferees
(except with respect to such mortgage(s)), any expenditures made or
obligations incurred with respect to the making or completion of the Minimum
Improvements or any part thereof on the Property or part thereof, and any
amounts otherwise owing to City (including water and sewer charges) by
Developer and its successors or transferees; and
(4) Fourth, to reimburse Developer up to the amount equal to (1) the sum
of the Purchase Price paid to City for the Property and the cash actually
invested by such party in making any of the Minimum Improvements on the
Property, less (2) any gains or income withdrawn or made by Developer from
this Agreement or the Property.
5.5 No Remedy Exclusive. Except as otherwise provided in this Agreement, no
remedy herein conferred upon or reserved to City is intended to be exclusive of any
other available remedy or remedies, • but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall impair any.
such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed
expedient.
5.6 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other concurrent, previous or subsequent breach hereunder.
5.7 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in
equity, including an action for declaratory relief or arbitration, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of litigation from the other party. Such
fees and costs of litigation may be set by the court in the trial of such action or by
the arbitrator, as the case may be, or may be enforced in a separate action brought
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 its performance under this
Agreement until they receive assurances from City, deemed adequate by
20
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:
If to City:
With copy to:
James Abrams
Medline Industries, Inc.
One Medline Place
Mundelein, Illinois 60060
Phone:1-800-MEDLINE
Fax: 1-800-351-1512
Alex Liberman
Medline Industries, Inc.
One Medline Place
Mundelein, Illinois 60060
Phone:1-800-MEDLINE
Fax: 1-800-351-1512
City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
City Attorney
City Hall
50 W. 13th Street
Dubuque, IA 52001
Or at such other address with respect to any party as that party may, from time to
time designate in writing and forward to the other as provided in this Section.
6.2 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).
21
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. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as
Exhibit G in the office of the Recorder of Dubuque County, Iowa. Developer
shall pay the costs for so recording.
CITY OF DUBUQUE, IOWA
By:
Roy D/Buol, Mayor
eanne F. Schneider, City Clerk
22
MEDLINE INDUSTRIES, INC.
By:
MesrAbrams,
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
No Exhibit E
Exhibit F Deed
Exhibit G Memorandum of Deveropment 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 Liabilitypolicy 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 & 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
n Certificate of Liability Insurance (2 pages)
❑ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
n Additional Insured 20 26 07 04
n 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.
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
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OOMMEROLAL Orltittii.AL LIABILITY
CO 2428 0704
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ADDITIONAL INSURED - DESIGNATED
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30
EN
POLICY NUMBER:
COMMERCIAL GENERAL LAMM'
CG kR (14 99 97
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
DESIGNATED LOCATION(S)
GENERAL AGGREGATE LIMIT
Thi$atitiors'arnerti modifies irtimnrA nmairtert ;Ind -tit Itto tellohing
COMMERCIAL GENERAL 1,1ARit t'fY COVERAGE PART
SCREMILE
Destiitiod Location(9);
SPECIMEN
tit no Glee. appaats abreta.,„ iirtarnation rvIttittxt 19 a- m1919•4e this enticatement win h$tovir, irt the Dedwalont
ot0astie to the oNtorientatt,
A. For all stem which the i1S11A1,d bacomee ttpi
lo py at damages caused by
c-purtartcAttiC inviet COVERAGE A (SECTION
and ftr all niactinal ofrertuaS t.au$e.J.1 thi act-
cnii3 tinder .COVERAGE C (SECTION 1), ',atilt')
cn be attributed only to opt:Natrona :41 aing;e
tkriegnated ltr,,ation' shown in the Sena:twO
atifOte.:
1, A $eod, rale Dettigo9I9d Loteilion Qattera.1
AJ3 nut apalieS to ean
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i 110 Geneial Aggtectele Lim;
shown in the 1Jeciaratiori3,
2. Trio Ocesigriated Location Gp_riarai Agoretple
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It will pay for the sum of ail
damages under COVrTIAQC A, .ecopi dem,
ages because of "bodily irtitirt "propterly
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or bringing 'fritiit'.
3. Any payrnent$ made under ()OVERAGE A
tor damages ot untie: COVERAGE C for
micJ eeriea shall teepee tre Defog-
nated xtuy Get.iitnat Awitgato Limit to:
hat designated 1,0C4itiOfr- !-:1'401 Potrfwzrliz;t.
watt! Tiot roue the Canaria; AQsragAiri,•
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duce arty other DesigKiEitil Location General
Aggrogat.a Limitfev,.. env ;Wrier itleiailmit0
Tociatino' shixan in the Schatitie above.
4. The limit -5 Shown in the Declarations br Each
OcCuo.ance, -Fire OFAllne end Medical Ex-
perut ccinlirthe 10 applytiowever. instead of
being falbjeCtO 1htGargVai Aggregats Lir
f,hcr,ar ifl '';t144 Dec,latatiarK, suet) lrrtit. Wilt 02'
t,u4oatc. he applit,abre Otisitxtataci toretnon
Conansi AAA rii9lite I,
31
,..:1 Oe insA4d twxmesl ,rely
as darrnae mu by
ti CCJERAG lri :SEC:7'tOh.4
1)and lcr dll rtae l a1 :94rao*consert nv Ami,
ants or f tar CO I .4t L C (SECTION i). wifrh
ir.'i;ti7t'$ilt be ' to r-perztorra ala 6111,,.
t sipat `IeteatiC1 hr`forr in the S(,^tt 'Jtife
t. 1rt^.,y myrrerft l made .r*ua OVERAGE A
for danaoas or .ir4e1 C PAGE C 'or
niedizar ex Wises evil 'duce the arrcunl
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t,i ire Pr;ic uuta,Oviplaleti Qperali%r' Ag -
matt Lkri1 rvi=tt.tiever-is appli .sbla; and
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d
y pavmen
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onvieled
end no. radii
04 DesignaieJ
ii
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or ri nrmsctrrg iPt$,
lot) is lrrte•ru:ited trip
r rway or rigl".t-cf•veay. s
nKriraiOns IN 1, imol?s t:
Of oteroise mcdifiei by
Ault rue to appfir as stipuiatst,
SPECIMEN
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 Page 1
B. OBJECTIVES Page 2
C. DISTRICT BOUNDARIES Page 2
D. PUBLIC PURPOSE ACTIVITIES Page 3
E. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS Page 4
F. LAND ACQUISITION AND DISPOSITION Page 5
G. FINANCING ACTIVITIES Page 6
H. STATE AND LOCAL REQUIREMENTS Page 8
I. DURATION OF APPROVED URBAN RENEWAL PLAN Page 8
J. SEVERABILITY Page 9
K. AMENDMENT OF APPROVED URBAN RENEWAL PLAN Page 9
L. ATTACHMENTS Page 9
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 Pian 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.
36
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
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:
37
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, R1E, 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, R1E, 5th P.M., Dubuque County, Iowa,
described as follows: beginning at the NE corner of said Lot 1-1-1; thence S 00
degrees, 15' 43" W 562.15 feet along the east line of said Lot 1-1-1; thence N 89
degrees 05' 38" W 1,336.86 feet along the northerly line of Lot 2-1-1- of the SE
1/4 of the SE 1/4 of said Section 25 and extension thereof to a point of
intersection with the west line of said Lot 1-1-1; thence N 00 degrees 34' 17" E
528.75 feet along said west line; thence N 89 degrees 28' 22" E 1,334.04 feet
along the north line of said Lot 1-1-1 to the point of beginning, and any adjoining
public right-of-way.
The boundaries of the District are delineated on the URBAN RENEWAL DISTRICT
map (Attachment A).
The City of Dubuque reserves the right to modify the boundaries of the District at some
future date. Any amendments to the Plan will be completed in accordance with Chapter
403 of the Iowa Code, Urban Renewal Law.
D. PUBLIC PURPOSE ACTIVITIES
To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared to initiate and
support development and redevelopment of the District through, among other things,
the following PUBLIC PURPOSE ACTIVITIES:
1. Acquisition of property for public improvements and private development;
2. Demolition and removal of buildings and improvements not compatible
38
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;
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;
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.
39
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.
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.
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
40
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.
1. Chapter 15A Loan or Grant
The City of Dubuque has determined that the making of loans or grants of public
funds to qualified industries and businesses is necessary to aid in the planning,
undertaking and completion of urban renewal projects authorized under this Plan
within the meaning of Section 384.24(3)(q) of the Iowa Code. Accordingly, in
furtherance of the objectives of this Plan, the City of Dubuque may determine to
issue bonds or loan agreements, in reliance upon the authority of Section
41
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 a long-term payback in overall increased tax
base for the City, County and School District. The initial public investment
required to generate new private investment will ultimately increase the taxable
value of the District well beyond its existing base value.
Tax increment reimbursement may be sought for, among other things, the
following costs to the extent they are incurred by the City:
a. Planning and administration of the Plan;
b. Construction of public infrastructure improvements and facilities within the
District;
c. Acquisition, installation, maintenance and replacement of public
42
investments throughout the District including but not limited to street
lights, landscaping and buffers, signage and appropriate amenities;
Acquisition of land and/or buildings and preparation of same for sale or
lease to private developers, including any "write down" of the sale price of
the land and/or building;
e. Preservation, conservation, development or redevelopment of buildings or
facilities within the District to be sold or leased to qualified businesses;
f. Loans or grants to qualified businesses under Chapter 15A of the Iowa
Code, including debt service payments on any bonds issued to finance
such loans or grants, for purposes of expanding the business or activity,
or other qualifying loan programs established in support of the Plan; and
g. Providing the matching share for a variety of local, state and federal
grants and loans.
3. 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.
43
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.
44
L. ATTACHMENTS
A Urban Renewal District Map
Public Purpose Activity Area Map
Land Use Maps
C1 Existing Land Use
C2 Proposed Land Use
D List of General Obligations
EXHIBIT B
LEGAL DESCRIPTION
Lot 4 of Dubuque Industrial Center West
46
1
'
48
EXHIBIT C
CITY ATTORNEY'S CERTIFICATE
49
Barry A. Lindahl, Esq.
City Attorney
Suite 330, Harbor View Place
300 Main Street
Dubuque, Iowa 52001-6944
(563) 583-4113 office
(563) 583-1040 fax
balesq@cityofdubuque.org
Alex Liberman
Medline Industries, Inc.
One Medline Place
Mundelein, IL 60060
Dubuque
2007
May 14, 2008
RE: Development Agreement Between The City Of Dubuque, Iowa, and Medline
Industries, Inc.
Dear Mr. Liberman:
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between the City of Dubuque, Iowa,
and Medline Industries, Inc. dated for reference purposes the 19° day of December,
2007.
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 14th day of
May, 2008 are correct.
Very sincerely,
Barry A. Lindahi, Esq.
City Attorney
BAL:tls
BARRY A. LINDAHL, ESQ.
CITY ATTORNEY
RE:
Dear
(DATE)
I have acted as counsel for the City of Dubuque, Iowa, in connection with the
execution and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for
reference purposes the day of 20_.
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to
execute, deliver and perform its obligations under this Agreement, and to the best
of my knowledge, the representations of the City Manager in his letter dated the
day of , 20_, are correct.
BAL:tls
50
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
EXHIBIT D
OPINION OF DEVELOPER'S COUNSEL
51
Brian J. Kane
Les V. Reddicle
Brad J. Heying
Todd L Stevenson*
Kevin T. Deeny**
Bradley B. Kane
Joseph P. Kane
All admitted in Iowa
*Also admitted in Illinois
**Abo admitted in Wisconsin
KANE, NORBY & REDDICK, P.C.
ATTORNEYS
2100 ASBURY ROAD, SUITE 2
DUBUQUE, IA 52001-3069
May 14, 2008
Mayor and City Council Members
City Hall
13th and Central Avenue
Dubuque, IA 52001
f Counsel:
Gary K Norby
Phone: (563) 582-7980
Facsimile: (563) 582-5312
bkanetiPharientirlaylawcom
Re: Development Agreement Between the City of Dubuque, Iowa,
and Medline Industries, Inc.
Dear Mayor and City Council Members:
We have acted as counsel for Medline Industries, Inc. (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 19th day of
December , 2007.
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.
We have relied on records of the Iowa and the Illinois Secretary of State and affidavits of
Developer in expressing the opinions provided 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 an Illinois business corporation, incorporated and existing under the
laws of the State of Illinois 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
KANE, NORBY & REDDICK, P.C,
May 14, 2008
Page 2
of, or in default under, the articles of incorporation and bylaws of Developer, or to our
knowledge, 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 knowledge, there are no actions, suits or proceedings pending or
threatened against or affecting Developer in any court or before any arbitrator or before or by
any governmental body in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting the
validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder,
Very truly yours.
KANE, NORBY & REDDICK,
, •
By:
BJK:sa
Brian J. Kan
Mayor and City Councilmembers
City Hall
13tri 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
52
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,
53
00-01.
DEED
54
111111 II 0 11111111111 111 Ern 1111
Doc ID 006001090003 Type GEN
Recorded 05/14/2008 at 03:17:27 PM
Fee Amt: $22.00 Page 1 of 3
Revenue Tax $0.00
Dubuque County Iowa
Kathy Flynn Thurlow Recorder
File2008-00006797
Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563 583-4113
Return to: I3arry A. Llndahl 300 Main Street ,Suite 330, Dubuque IA 52001 663 583-4113
Tax Statement to:
Rick Lee
Medline Industries, Inc.
One Medline Place
Mundelein, IL 60060
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa,
a municipal corporation of the State of lowa (Grantor), in consideration of the
Grantee named below undertaking the obligations of the Developer under the
Development Agreement described below and the sum of One Million Two
Hundred Fifty -One Thousand Six Hundred Dollars ($1,251,600.00) 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
Medline Industries, Inc., an Illinois business corporation with its principal place of
business in Mundelein, Illinois (Grantee), the following described parcel(s)
situated in the County of Dubuque, State of Iowa, to wit (the Property):
Lot 4 Dubuque I
ndustrial Center West
This Deed is given pursuant to the authority of Resolution No. 558-07 of
the City Council of the City of Dubuque adopted the 19th day of November, 2007,
the terms and conditions thereof, if any, having been fulfilled.
This Deed is being delivered in fulfillment of Grantor's obligations under
CITY OF DUB, QIJE IOWA
By:
•
'I/VA
COUNTY OF DUBUQUE
hneider, City Clerk
) SS
Roy D uol, Mayor
On this IS day of OrtAsi , 2008, 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.
• Ltrth
ACt
Notary Public in orid for Dubuque County, Iowa
3
•
TRACEY L. STECKLEiN
Commission Number 716016
•My Comm. Exp.
•
Prepared by: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street ,Suite 330, Dubuque IA 52001 563 583-4113
Tax Statement to:
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a
municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee
named below undertaking the obligations of the Developer under the Development
Agreement described below and the sum of and
no/100 Dollars ($ ) in hand paid, and other good and valuable
consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does
hereby GRANT, SELL AND CONVEY unto
, an Iowa limited liability company
(Grantee), the following described parcel(s) situated in the County of Dubuque,
State of Iowa, to wit (the Property):
This Deed is exempt from transfer tax pursuant to Iowa Code section
428A.2(6).
This Deed is given pursuant to the authority of Resolution No.
the City Council of the City of Dubuque adopted the day of
20_, the terms and conditions thereof, if any, having been fulfilled.
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
55
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 Medline Industries, 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.
CITY OF DUBUQUE IOWA
Attest: By:
By:
Jeanne F. Schneider, City Clerk
56
Roy D. Buol, Mayor
STATE OF IOWA
SS
COUNTY OF DUBUQUE
On this day of , 20_, before me a Notary Public in
and for said County,, personally appeared Roy D. Buol and Jeanne F. Schneider to
me personally known, who being duly sworn, did say that they are the Mayor and
City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation,
created and existing under the laws of the State of Iowa, and that the seal affixed to
the foregoing instrument is the seal of said Municipal Corporation, and that said
instrument was signed and sealed on behalf of said Municipal Corporation by
authority and resolution of its City Council and said Mayor and City Clerk
acknowledged said instrument to be the free act and deed of said Municipal
Corporation by it voluntarily executed.
Notary Public in and for Dubuque County, Iowa
57
EXHIBIT G
MEMORANDUM OF DEVELOPMENT AGREEMENT
58
Prepared by: Barry A. Lindell! 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Linden! 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement between 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 Medline
Industries, Inc., was made regarding the following described premises:
Lot 4 Dubuque Industrial Center West
The Development Agreement is dated for reference purposes the 19th day
of December, 2007, 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.
CITY OF DU UQUE, IOWA
By:
Roy VBuoI, Mayor
Jeanne F. Schneider, City Clerk
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an
Iowa municipal corporation, of Dubuque, Iowa, and
was made regarding the following described premises:
The Development Agreement is dated for reference purposes the day
of , 20, and contains covenants, conditions, and restrictions
concerning the sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose
of constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the
terms and provisions of the Development Agreement shall prevail. A complete
counterpart of the Development Agreement, together with any amendments
thereto, is in the possession of the City of Dubuque and may be examined at its
offices as above provided.
Dated this day of
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
59
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
: ss:
DUBUQUE COUNTY
On this day of , 20)), before me, a Notary Public in and for
the State of Iowa, in and for said county, personally appeared
to me personally known, who being by me duly sworn did say that they are
the
and that said instrument was signed on behalf of said company by authority
of its members and that they acknowledged the execution of this instrument
to be the voluntary act and deed of said company by it voluntarily executed.
60
6�
62
City Manager's Office
City Hall
50 West 13th Street
Dubuque, Iowa 52001-4864
(563) 589-4110 office
(563) 589-4149 fax
(563) 690-6678 TDD
ctymgr@cityofdubuque.org
May 14, 2008
Alex Liberman
Medline Industries, Inc.
One Medline Place
Mundelein, IL 60060
RE: Development Agreement Between The City Of Dubuque, Iowa, and Medline
Industries, Inc.
Dear Mr. Liberman:
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 the City of Dubuque, Iowa, and Medline Industries, Inc., dated for reference
purposes the le day of December, 2007.
On behalf of the City of Dubuque, 1 hereby represent and warrant to the Developer that:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse change in
the Property being conveyed or the possession, use or enjoyment thereof by
Developer, including, but not limited to, any action in condemnation, eminent
domain or public taking.
(2) No ordinance or hearing is now or before any local governmental body
that either contemplates or authorizes any public improvements or special tax
levies, the cost of which may be assessed against the Property. To the best of
City's knowledge, there are no plans or efforts by any government agency to
widen, modify, or re -align any street or highway providing access to the Property
and there are no pending or intended public improvements or special
assessments affecting the Property which will result in any charge or lien be
levied or assessed against the Property.
(3) All leases, contracts, licenses, and permits between City and third parties
in connection with the maintenance, use, and operation of the Property have
been provided to Developer and City has provided true and correct copies of all
such documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
Service People Integrity
Responsibility
Innovation Teamwork
(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 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.
(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 or 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 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.
Michael C. Van Milligen
City Manager
MCVM:bal
City 1\1.n€ ger's Office
50 West 13th Street
"Dubuque, iiowa 52001-4864
(.563) 589-41.10 phone
(5 3) 589-4149 fax
ctyinge&i tvold a lauque.org
Dear
(DATE)
am the City Manager of the City of Dubuque, Iowa and have acted in that capacity
in connection with the execution and delivery of a certain Development Agreement
between (Developer) and the City of Dubuque, Iowa (City) dated
for reference purposes the day of , 20_
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) There is no action, suit or proceeding pending, or to the best of City's
knowledge, threatened against City which might result in any adverse
change in the Property being conveyed or the possession, use or enjoyment
thereof by Developer, including, but not limited to, any action in
condemnation, eminent domain or public taking.
(2) No ordinance or hearing is now or before any local governmental
body that either contemplates or authorizes any public improvements or
special tax levies, the cost of which may be assessed against the Property.
To the best of City's knowledge, there are no plans or efforts by any
government agency to widen, modify, or re -align any street or highway
providing access to the Property and there are no pending or intended public
improvements or special assessments affecting the Property which will result
in any charge or lien be levied or assessed against the Property.
(3) All leases, contracts, licenses, and permits between City and third
parties in connection with the maintenance, use, and operation of the
Property have been provided to Developer and City has provided true and
correct copies of all such documents to Developer.
(4) City has good and marketable fee simple title interest in the Property.
63
(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 corporate office/industrial
facility is a permitted use in such zoning classification.
(7) Payment has been made for all labor or materials that have been
furnished to the Property or will be made prior to the Closing Date so that no
lien for labor performed or materials furnished can be asserted against the
Property.
(8) The Property will, as of the Closing Date, be free and clear of all liens,
security interests, and encumbrances.
(9) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement do not
and shall not result in any material breach of any terms or conditions of any
mortgage, bond, indenture, agreement, contract, license, or other instrument
or obligation to which City is a party or by which either the City or the
Property being conveyed are bound, nor shall the execution, delivery and
performance of this Agreement violate any statute, regulation, judgment, writ,
injunction or decree of any court threatened or entered in a proceeding or
action in which City may be bound or to which either City or the Property
being conveyed may be subject.
(10) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement, and has full power
and authority to execute, deliver and perform its obligations under this
Agreement. City's attorney shall issue a legal opinion to Developer at time of
closing confirming the representation contained herein, in the form attached
hereto as Exhibit C.
(11) The Property is free and clear of any occupants, and no party has a
lease to or other occupancy or contract right in the Property that shall in any
way be binding upon the Property, Developer.
64
(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.
MCVM:jh
F:\USERS\DHeiar\Medline\Medline Industries DA.doc
65
Sincerely,
Michael C. Van Milligen
City Manager