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Three Amigos, LLC Development Agreement for 898 Jackson Street_Hearing
Copyrighted April 15, 2019 City of Dubuque Public Hearings # 1. ITEM TITLE: ThreeAmigos, LLC - DevelopmentAgreement SUMMARY: Proof of publication on notice of public hearing to consider approval of a proposed Development Agreement between the City of Dubuque and Three Amigos, LLC for redevelopment of the property at 898 Jackson Street, and the City Manager recommending approval. RESOLUTION Approving a DevelopmentAgreement betweenthe Cityof Dubuque, lowaand ThreeAmigos, LLC including the issuance of Urban Renewal Tax I ncrement Revenue Obligations, for the Redevelopment of 898 Jackson Street SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type ThreeAmigos DevelopmentAgreement-MVM Memo City Manager Memo Staff Memo Staff Memo DevelopmentAgreement Supporting Documentation Resolution of Approval Resolutions THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Approving a Development Agreement between the City of Dubuque and Three Amigos, LLC to Redevelop Property at 898 Jackson Street DATE: April 9, 2019 Economic Development Director Jill Connors recommends City Council approval of a Development Agreement between the City of Dubuque and Three Amigos, LLC for redevelopment of the property at 898 Jackson Street. The proposed Development Agreement provides for incentives to support the redevelopment of the property. Downtown Rehabilitation grants for Planning & Design and for Financial Consultant totaling $25,000 are included in the agreements, along with 10 years of Tax Increment Finance (TIF) rebates which are estimated to total $48,000 over the term of the agreement. The Developer is obligated to invest approximately $750,000 to improve the property for the creation of approximately 5,000 sq. ft. of office space by December 31 , 2019. I concur with the recommendation and respectfully request Mayor and City Council approval. �� �� ��� Mic ael C. Van Milligen �� � MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Jill M. Connors, Economic Development Director Dubuque Economic Development Department THE CITY OF .� 5o West 13�^Street AIFMersality Dubuque,lowa 52001-4864 D� L E � � ��� � � Office(563)589-4393 TTY(563)690-6678 http://www.cityofd u buq ue.org 2007•2012 Masterpiece on the Mississippi �,3.Zo„ TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Approving a Development Agreement between the City of Dubuque and Three Amigos, LLC to Redevelop Property at 898 Jackson Street DATE: April 4, 2019 INTRODUCTION This memorandum is a request for the City Council to adopt the attached resolution approving a Development Agreement between the City of Dubuque and Three Amigos, LLC for redevelopment of the property at 898 Jackson Street. BACKGROUND The property at 898 Jackson Street was the recipient of a City of Dubuque Downtown Rehabilitation Fa�ade Grant in 2012. In the interim, Three Amigos, LLC has purchased the building with the intent to rehabilitate the interior and prepare it for several tenants. DISCUSSION Three Amigos, LLC, the developer of the proposed project, has identified one major tenant for the rehabilitated space, and is planning space for additional tenants. Delta 3 Engineering, which is headquartered in Platteville, Wisconsin, is scheduled to occupy the northern portion of the redeveloped building. Delta 3 Engineering, Inc. was established in 2003 and has continued to develop and expand in the 15 years since its inception. In 2016, Delta 3 Engineering began actively pursuing other facility locations/regions to accommodate its planned business expansion and concluded that Dubuque was a great fit for its business and community relationships to grow. Dubuque was the most appropriate location due to its proximity to several of the company's current clients in and around the city of Dubuque. The company now desires to locate several of their positions in Dubuque and has identified 898 Jackson as the desired location. In addition to creating space for Delta 3 Engineering, the developer proposes to create two additional tenant spaces and commits to the creation of at least ten (10) full time equivalent jobs at the property during the term of the agreement. The proposed Development Agreement provides for incentives to support the redevelopment of the property. Downtown Rehabilitation grants for Planning & Design and for Financial Consultant totaling $25,000 are included in the agreements, along with 10 years of Tax Increment Finance (TIF) rebates which are estimated to total $48,000 over the term of the agreement. Additional terms and conditions are described in the attached Development Agreement. RECOMMENDATION/ ACTION STEP Based on the importance of the City's goal to assist in redeveloping the downtown and the adjacent Historic Millwork area, I recommend the City Council approve the Development Agreement with Three Amigos, LLC. Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 141-19 APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA, AND THREE AMIGOS, LLC, INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS, FOR THE REDEVELOPMENT OF 898 JACKSON STREET WHEREAS, the City Council, by Resolution No. 114-19 dated April 1, 2019, declared its intent to enter into a Development Agreement with Three Amigos, LLC for the redevelopment of 898 Jackson Street in the City of Dubuque, Iowa (the Property), including providing for the issuance of Urban Renewal Tax Increment Revenue Obligations; and WHEREAS, pursuant to published notice, a public hearing was held on the proposed disposition on April 15, 2019 at 6:00 p.m. in the City Council Chambers at 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 redevelopment of the Property by Three Amigos, LLC according to the terms and conditions set out in the Development Agreement is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Development Agreement between the City of Dubuque, and Three Amigos, LLC; a copy of which is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue Obligations, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. 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 15th day of April 2019. Attest: Kevin . Firnstahl, Ci y Clerk 040419ba1 (Roy D. Buol, Mayor 11 V in 11 11 n Doc ID: 010279890002 Type GEN Kind: AGREEMENT Recorded: 05/10/2019 at 02:48:07 PM Fee Amt: $12.00 Page 1 of 2 Dubuque County Iowa John Murphy Recorder /� Fi1e2019 00004621 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, of Dubuque, Iowa, and Three Amigos, LLC was made regarding the following described premises: W 45' CITY LOT 399 & W 45' - N 1/2 - CITY LOT 400 (locally known as 898 Jackson Street) The Development Agreement is dated for reference purposes the 15th day of April, 2019, 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 1 day of CITY OF DUBUQUE, IOWA By: pe%J Roy D. Lol, Mayor Attest: sprogitirr, dfr Kevin S( irnstahl, City C erk , 2019. THREE -IGOB, LC art Nies, P.E., M mber I�°° CAIA CQ.ir tL STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of in 20), before me, a Notary Public in and for the State of Iowa, in and for said count , personally appeared Roy D. Buoi and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA ) ) COUNTY OF DUBUQUE ) SS >aR19M l . LEA Comrnission Number 719986 My Commission Expires On this / day of 2q/ , before me the undersigned, a Notary Public in and for the State f Iowa, personal! appeared Bart Nies, to me personally known, who, being by me duly sworn, did say that he is the Member of Three Amigos, LLC, the domestic limited liability company executing the instrument to which this is attached and that as said Member of Three Amigos, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. /147,1 Nota Public, Sta e of owa 2 KEVIN S. FIRNSTAHL ▪ r• r COMMISSION NO.745295 ° MIRES �ow� DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA, AND THREE AMIGOS, LLC ' THIS DEVEOPMENT AGREEMENT (the Agreement) dated for reference purposes the day of , 2019 is made and entered into by and between the City of Dubuque, Iowa (Ci ) and Three Amigos, LLC (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): W 45' CITY LOT 399 & W 45' - N 1/2 - CITY LOT 400; locally known as 898 JACKSON STREET ; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (District) which has been so designated by City Council Resolution 381-17 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (Urban Renewal Law); and WHEREAS, Developer has determined that it requires a new facility to maintain and expand its operations and employment in the Project Area (the Facility); and WHEREAS, Developer will undertake the redevelopment of a vacant building located on the Property at 898 Jackson Street (the Building) and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make a capital investment in Building improvements, equipment, furniture and fixtures in the Property (the Project); and WHEREAS, the Property is historically significant and it is in the City's best interest to preserve the Property; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on March 18, 2019, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Development Agreement, in consideration of the promises, covenants and agreements made by each other, do 032419ba1 hereby agree as follows: SECTION t. REPRESENTATIONS AND WARRANTIES. 1.1 Representations and Warranties of Citv. In order to induce Developer to enter into this Agreement, City hereby represents and warrants to Developer that to the best of City's knowledge: (1 ) As of the Closing, City will have obtained alt necessary approvals and wnsents for its execution, delivery and performance of this Agreement and that it will have full power and authoriry to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Develaper at time of cbsing confrming the representation contained herein, in the form attached hereto as Exhibit A. (2) Ciry shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonabte and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness. agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a defau�t under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened agains[or affecting City in any court or before any arbiVator or before or by any govemmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's abiliry ro perform its obllgations under this Agreement. (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any pubtic 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 �ien be levied or assessed against the Property. 2 (7) 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. (8) 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 Greater Downtown Urban Renewal Area, most recently approved by City Council of City on March 18, 2019 and as subsequently amended through and including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in the form attached hereto, and a copy of which is on file with the City of Dubuque City Clerk and the Dubuque County Auditor. 1.2 Representations and Warranties of Developer. Developer makes the following representations and warranties: (1) Developer is duly organized and validly existing or authorized under the laws of the State of Wisconsin and have all requisite power and authority to own and operate their properties, to carry on their respective business as now conducted and as presently proposed to be conducted, and to enter into and perform their obligations under the Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer, and assuming due authorization, execution and delivery by City, is in full force and effect and is a 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. Developer's counsel shall issue legal opinions to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) 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, financial position or result of operations of Developer or which affects the validity of the Agreement or 3 Developer's abiliry to pefform its obligations under this Agreement. (5) Developer wi�l perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, State and federai laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local. state, and federal laws and regulations which must be obtained or met. (7) Developer has finn commitments for permanent financing for ihe Project in an amount suffcient, rogether with equity commitments, to successfully complete the requirements of this Agreement and sha�l provide evidence thereof to Ciry prior to the Cbsing Date. 1.3 Closin . The Closing shalt take place on the Closing Date which shall be the 15'" day of April, 2019, or such other date as the parties shall agree in writing bul in no evenl shall the Closing Date be later than the 15�h day of June, 2019. Consummation of the Closing shall be deemed an agreement of the parties to Ihis Agreement that the conditions of Closing shall have been satisfed or waived. 1.4 Conditions to Closinq. The Cbsing of the transaction contemplated by this Agreement and al� the obligations of Developer under this Agreement are subject to fWfillment, on or before the C�osing Date, of the following conditions� (1) The representations and warranties made by City in Section 1.1 and by Developer in Section 12, 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 C. (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the dosing on the Cbsing Date if Developer determines that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and Ciry shall be in material compliance with all the terms and provisions of this Agreement. (4) 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 frm 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 Ciry shall have a received such other evidence of Developer's fnancial ability as ihe reasonable judgment of the City requires. (5) Developer's counsel shall issue a legal opinion to City confirming the representations contained herein in Ihe form attached hereto as Exhibit B. 1.5 Citv's Obliaations at Closina. At or prior to the Closing Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfaciory to Developer. SECTION 2. DEVELOPMENT ACTIVITIES. 2.1 Reouired Minimum Improvements. Developer will make a capital investment oi approximately Seven Hundred Fifty Thousand Dollars (�75Q000.00) to improve the Property for the creation of approximately 5,000 square feet of offce space (the Minimwn Improvements). The Minimum Improvements shall consist of the rehabi�itation of the Building). 22 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. However, if the Projeci is not awarded Historic Tax Credits by December 31, 2019, the U.S. Secretary of the Interior's Standards for Rehabilitation will be interpreted by City Planning staff, at its sole discretion, to apply only to the Exterior Improvemen[s. 2.3 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (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, recorded in the records of Dubuque County, lowa. Deve�oper 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. 2.4 Timinq of improvements. Developer hereby agrees that construction ot the Minimum Improvements on the Property shall be commenced within thirry (30) days after the Closing Date and shall be substantially completed by December 31, 2019. 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 Iabor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to ihe 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 govemment which directly 5 result in extraordinary de�ays. The time for performance of such obligations shall be extended only for the period of such delay. 2.5 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, Ciry shall furnish Developer with an appropriate instrument so certifying in the form attached as Exhibit F. 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. SECTION 3. CITY PARTICIPATION. 3.1 Economic Development Grants. (1) For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make twenty (20) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to Developer, as follows: November 1, 2021 May 1, 2022 November 1, 2022 May 1, 2023 November 1, 2023 May 1, 2024 November 1, 2024 May 1, 2025 November1. 2025 May1, 2026 November1, 2026 May1, 2027 November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 pursuant lo lowa Code Seciion 403.9 of the Urban Renewal Law, in amounts equal to the actual amount of tax increment revenues collected by City under lowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under lowa Code Section 403.19 and excluding any interest lhat may accrue thereon prior to payment to Developer) during the preceding six-month period in respect of the Property and Building inc�uding Minimum Improvements constructed by Developer (the Developer Tax Increments). For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Developer Tax Increments shall be only those tax increment revenues coliected by City in respect of the increase in the assessed value of the Property above the assessment of January 1, 2018 ($83,888.00). Developer recognizes and agree that the Economic Development Grants shall be paid sol2ly and only from the incremental taxes collected by City in respect to the Property and Building including Minimum Improvements, which does not include property taxes collected for the payment of bonds and interest of each taxing district, and taxes for the 6 regular and voter-approved physicai plant and equipment levy, instructional support levy, and any other portion required to be exciuded by lowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property [axes. (2) To fund the Ewnomic Development Grants, City shall certify to the County prior to December 1, 2020, and each year thereafter, its request for the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifes in December, 2020, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2021, and May 1, 2022). (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 anA designated as Ihe Three Amigos TIF Account of City. Ciry hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Building including Minimum Improvements and allocated to the Three Amigos TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.2 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 Deve�opment 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 Three Amigos 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 Ihe Project Area and the remaining actual amount of the property taxes paid by Developer to Ciry, 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 Ciry shall have no obligations to Developer with respect to the use thereof. (5) All of City's obligations under this Agreement, including but not limited to City's obligation to pay the Economic Development Grants to Developer, shall be subject to City having completed all hearings and other procedures required to amend the Urban Renewal Plan to describe the Urban Renewal Project being undertaken in acwrdance with this Agreement. 7 32 Planninq and Desiqn GranL City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Developer for documented predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Properiy on the terms and conditions set forth in Exhibit G. Prior to the release of any grant funds, City must determine to its satisfaction that the Project is substantiaily complete and meets the conditions of this Agreement. 3.3 Financial Consultant Grant. City agrees to provide a matching (1:1) grant not to exceed Fifteen Thousand Dollars ($15,000) to reimburse Developer for documented costs related to hlring a financial consWtant to evaluate the ProjecPs feasibility on the terms and conditions set forth in Exhibit H. Such funds will be disbursed only on completion of the Minimum Improvements, documentation of costs and an inspection of the completed Project. 3.4. Written requests for payment of grant funds must be submitted ro the Economic Devetopment Department together with all required documentation. SECTION 4. NON- APPROPRIATION / LIMITED SOURCE OF FUNDING. 4.1 Non-Appropriation. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any installment of the Economic Development Grants from the pledged tax increment revenues shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit within the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non-appropriation by the City Council of Ciry as provided in this Section. City may exercise its right of non-appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this AgreemenL The right of non- appropriation shall be exercised on�y by resolution affirmatively dedaring Ciry's election to non-appropriate funds otherwise required to be paid in the next fiscal year under this Agreement. In the event the Ciry Council of City elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the instaliments on the Economic Development Grants due and payable in that future fiscal year, then City shall have no further obligation to Developer for the payment of any installments due in that future fiscal year which cannot be paid with the funds then appropriated for that purpose. 4.2 The right of non-appropriation reserved to Ciry in this Section is intended by the parties, and shall be conshued at all times, so as to ensure that City's obligation to pay future installments on the Economic Deveiopment Grants shall not constitute a legal indebtedness of City within the meaning of any applicabte constitutional or staWtory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installmeni or amount. In the event that any ot the provisions of this Agreement are determined by a court of competentjurisdiciion to create, or result in the creation of, such 8 a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of Lhe parties, and no event of default shall be deemed to have occurred as a resul[ thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect olher provisions of this Agreement which can be given effect without the suspended provision, and to this end the provisions of this Agreement are severable. SECTION 5. COVENANTS OF DEVELOPER. 5.1 Job Creation. During the term of this Agreement, Developer shall comply with the following employment-related covenants: (1) Developer shali create a minimum of Ten (10) fulltime equivalent (FTE) employees in Dubuque, lowa prior to October 1, 2021, and shall maintain those jobs during the term of this Agreement. It is agreed by the parties that Developer has no fulltime equivalent employees (FTE) in ihe City of Dubuque, lowa, as of January 1, 2018. FTE employees shall be calculated by adding fulltime and part- time employees together using 2080 hours per year as a FTE employee. (2) For the FTE positions that Developer fails to create and maintain for any year during the term of this Agreement, the semi-annual Economic Development GraMs for such year under Section 3.1 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 (10 FTE's) by this Section 5.1. (For example, if Developer has 8 FTE employees, the semi-annual Economic Development Grants to be paid for that year would be reduced to 80% (8/10 employees) of the Tax Increment Revenues received 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 5.1(2). 5.2 Certification. To assist City in monitoring the performance of Developer hereunder, as of October 1, 2021, and again as of October 1 of each year thereafter during the term of this Agreement, a duly authorized offcer of Developer shall certify to City in a form acceptable to City (a) the number of FTE positions employed by Developer in Dubuque, lowa, 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 yiving 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 DefaWt, 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 [aken with respect thereto. For the purpose of calculating FTE positions as required by Section 5.1, Developer may include employees of its tenant upon providing certification thereof as required in this Section 52 Such certificate shall s i be provided not later than October 15, 2021, and by October 15 of each year thereafter during the term of this Agreement. 5.3 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 protec[ion against loss or damage to such books of record and account. 5.4 Real Propertv Taxes. From and after the Closing Date, Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any paNs of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 5.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Development Property or the Building induding Minimum Improvements located thereon tl�at may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under lowa Code Chapters 404 and 427, as amended. 5.6 Insurance Requirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of consiructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the Building (inciuding Minimum Improvements) replacement value when construction is completed, naming City as an additional insured and loss payee. Coverage shall incfude the "special perils" form and developer shail furnish City with proof of insurance in the form of a certificate of insurance. (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 all risk property insurance against loss and/or damage to the Building (including the Minimum Improvements) under an insurance policy written with the "special perils" form and in an amount not less than the full insurable replacement value of the Building (induding the Minimum Improvements), naming City as loss payee. Developer shall furnish to City proof of insurance in the form of a certifcate of insurance. (3) The term "replacement value" shall mean Ihe actual replacement cost of the Building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and to 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. (4) Devetoper shall notify Ciry immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Building induding Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance(Net Proceeds), shall be paid directty to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Building inc�uding Minimum Improvements to substantially lhe same or an improved condition or value as they existed prior to the event causing such damage and, to the exten[ 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 lhe 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 su�cient. 5.7 Preseroation of Propertv. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, ihe Building including Minimwn Improvements in good repair and working order, ordinary wear and tear excepted, and from time to time sha�l make all necessary repairs, replacements, renewals and additions. 5.8 Non-Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employmen[ because of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability. 5.9 ConFlict of Interest. Developer agrees that no member, offcer or employee of City, or its designees or agen[s, nor any consultant or member of the goveming 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 ihis project at any time during or after such person's tenure. �n 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. 5.10 Non-Transferabilitv. Until such time as the Minimum Improvements are complete (as certified by Ciry under Section 2.5), lhis Agreement may not be assigned by Developer nor may the Property be transferred by Developerto 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 11 assignee, Developer shall no longer be responsible for its obligations under this Agreement. 5.11 No chanae in Tax Classification. Developer agrees that it will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than residential property and to be taxed as such under lowa law. 5.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to ihe 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 specifed in the Urban Renewal Plan (and Ciry represents and agrees that use of the Property as an event center association, is in full compliance with the Urban Renewal Plan) (however, Deveioper shall not have any liabiliry to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against Ihe party in breach of same); and (2) Not discriminate upon the basis of race, religion. color, sex, sexual orientation, gender identity, national origin, age or disabiliry 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). 5.13 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 Indemnifed Parties) from and covenants and agrees that the Indemnified Parties shali not be liable for, and agrees to indemnify, defend and hotd harmless ihe Indemnif ed Parties aga inst any loss or damage to property or any i njury to or death of any person occurring at or about or resulting from any defect in the Building inctuding 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 hotd lhe Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedty 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 al�eged 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. iz installation, ownership, and operation of the Building including 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 Building including Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. (4) All covenants, stipulations, promises, agreements and obligations of City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City, and not of any governing body member. officer, agent, servant or employee of City in their individual capacity thereof. (5) The provisions of this Section shall survive the termination of this Agreement 5.14 Comoliance with Laws. Developer shall comply with all laws, rules and regulations re�ating to its businesses, other than Iaws, rules and regulations the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, fnancial or otherwise, of Developer. SECTION 6. EVENTS OF DEFAULT AND REMEDIES. 6.1 Events of Default Defned. 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 Building including Miniinum hnprovements and the Property. (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 Building including Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) FaiWre by Developer or City to substantially obseroe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 13 62. Remedies on Default bV Developer. Whenever any Event of Default referred to in Section 6.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the foilowing 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 DefaWt, 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) Untll the Closing Date, City may cancel and rescind this Agreement; (3) City may withhold the Certificate of Completion; or (4) City may take any aclion, including legal, equitable or adminisVative action. which may appear necessary or desirable to collec[ any payments due under this Agreement or to enforce performance and observance of any obligation. agreement, or covenant under this Agreement. 6.3 No Remedv Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other avaiiabie 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. 6.4 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. 6.5 Aqreement to Pav Attornevs' 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 atlorneys' fees and costs of litigation from the other party. Such fees and wsts 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. ia 6.6 Remedies on Default bv Citv. If City defaults in the performance of this Agreement, Devetoper may take any action, including Iegai, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, [o recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of Ciry under this Agreement. Developer may suspend its performance under this Agreement until it receives assurances from City, deemed adequate by Developer, that City will cure its default and continue its performance under this Agreement. SECTION 7. GENERAL TERMS AND PROVISIONS. 7.1 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 property 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 cerfified mail, postage prepaid, addressed as follows: If to Devefoper. Three Amigos, LLC Bart Nies, RE., Member 875 S. Chestnut Street Platteville, WI 53818 Phone: (608) 348-5355 With copy to: Mr. Mark Willging Fuerste, Carew, Juergens & Sudmeier, P.C. 890 Main Sheet, Suite 200 Dubuque, lA 52001-6540 (563) 556-4011 If to City: Ciry Manager 50 W. 13th Street Dubuque, lowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: City Attomey City Hall 50 W. 13'^ Street Dubuque IA 52001 Or at such other address with respect to either party as that party may, from time to time designate in writing and forward to ihe other as provided in this Section. Z2 Bindinq EffecL This Agreement shall be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns. 15 7.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on June 1, 2031 (the Termination Date). 7.4 Execution By Facsimile. The parties agree that this Agreement maybe transmitted between them by facsimile machine or electronic transmission. The parties intend that the faxed or electronic transmission signatures constitute original signatures and that a faxed or electronically transmitted Agreement containing the signatures (original, faxed or electronically transmitted) of all the parties is binding on the parties. 7.5 Memorandum of Development Agreement. City shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit D in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF DUBUQUE, IOWA THREE AMIGOS, LLC Attest: Kevin S rirnstahl City Clerk 16 Bart Nies, P.E.'Member STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this f (J day of20/9 before me the undersigned, a Notary Public in and for the said Ccunty and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed ofi id City, by it a d by them voluntarily executed. STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS PAMELA J. McCARRON Commission Ntbor 772499 My Comm. Exp.'' -b-2D On this ? day of 2 , before me the undersign'Notary Public in and for the State a Iowa, personal) appeared Bart Nies, to me personally known, who, being by me duly sworn, did say that he is the Member of Three Amigos, LLC, the domestic limited liability company executing the instrument to which this is attached and that as said Member of Three Amigos, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. 17 Fpr> as KEVIN S. FIRNSTAHL COMMISSION NO.745295 • MY COMMISSION EXPIRES LIST OF EXHIBITS EXH IBIT A— Ciry Attorney Certificate EXHIBIT B — Opinion of Developer Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement EXHIBIT E — Urban Renewal Plan EXHIBIT F — Certificate of Completion EXHIBIT G — Planning and Design Grant EXHIBIT H — Financial Consultant Grant is EXHIBIT A CITY ATTORNEY'S CERTIFICATE 19 Dubuque BnrrcA.I,inAnhl,Fsq. THECIT70F � Srniov Cnunsel WAntlafi4 Suimi30.HorborVicwPlax �UB E ����I,� 1110 Muln S�rxi Dubuque,lomu 52001-WJq (S63)s3a-111� of7ica aqn�zmz �5631���-�O�Ocu [�/jC4SfC7'�71CCCO7lt�lCl�/IISSlStij�7�ll mn-zm� bolumaalNnfdubw o�¢ OfticcHaum. F�OOAM—a�.OpP.A9.T-N<CL ��.UU AM—1_>dl0 PM,f (DATE) RE: Dear I have acted as counsel for the City of Dubuque, lowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, lowa (City) dated for reference purposes the_ day of , 20_. The City has duly o6tained 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, Barry A. Lindahl, Esq. Senior Counsel BAL:tIs ,� EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 21 Mayor and City Councilmembers City Hall 13'" and CeNral Avenue DubuquelA 52001 Re: Development Agreement Beriveen the City of Dubuque, lowa 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 (Devetopment Agreement) between Deveioper and the City of Dubuque, lowa ("City") dated for reference purposes the day of , 20_ We have examined the original certifed copy, or copies otherwise ideniified 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[he opinion that: 1 . Developer is a corporation organized and existing under the laws of the State of lowa 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 Iegally 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, detivery 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 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, 22 Very truly yours, 23 EXHIBIT C CITY CERTIFICATE 24 Dubuque iHE CITY OF � cn�m��„K�d,ore�e ARllnena[Ilr Ghllall DuB E �i���i�� �a�v�s«,���s,«n Dubuquc,lmca 51101>R6A (563)�89-It1U aH¢e (303)389-1ldPiax 2�x19�xm t ctynihr¢`ap arJubuqu��ory Mnste��iece of� tl�e MississfpE�i z�,,.��,; (DATE) Dear I am the City Manager of the City of Dubuque, lowa 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, lowa (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) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it 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. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) Ciry shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fWfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City 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 financial position or operations of City or which 25 i affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now or before any local governmental body that either contemp�ates 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 inlended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this articie 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 26 EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 27 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Retum to: Barry A. Lindahl 3�0 Main Street Suite 330 Dub�que IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, lowa, an lowa municipal corporation, of Dubuque, lowa, of Dubuque, lowa, and was made regarding the following described premises: W 45' CITY LOT 399 & W 45' - N 1/2 - CITY LOT 400 The Developmeni 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 ihe Development Agreement shalf prevail. A complete counterpart of the DevelopmentAgreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its o�ces as above provided. Dated this day of , 20_ CITY OF DUBUQUE, IOWA By Roy D. Buol, Mayor Attest: Kevin S. Firnstahl, City Clerk zs STATE OF IOWA ) ) SS COUNTY OFDUBUQUE ) On this _day of , 20 , before me, a Notary Public in and for the State of lowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Fimstahl, 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 Iaws of [he State of lowa, and that the seal a�xed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal wrporation by authority and resolution of its Ciry 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 lowa DEVELOPER By Bart Nies, P.E. Member STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) On this day of 20 , before me the undersigned, a Notary Public in and for the State of lowa, persona�ly appeared Bart Nies, to me personally known, who, being by me duly sworn, did say that he is the Member of Three Amigos, LLC, the domestic limited liability company executing the instrument to which this is attached and that as said Member of Three Amigos, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public, State of lowa zs EXHIBIT E URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13'" Street, Dubuque, IA 52001) 30 EXHIBIT F CERTIFICATE OF COMPLETION 31 CERTIFICATE OF COMPLETION WHEREAS, the Ciry of Dubuque, lowa, a municipal corporation (City)), has granted incentives to DEVELOPER (Developer), in accordance with a Development Agreement dated as of [Date� (Agreement), certain real property bcaled within the Greater powntown Urban Renewal District of the Grantor and as more particularly described as fotlows: W 45' CITY LOT 399 & W 45' • N 1/2 - CITY LOT 400 (Development Property); and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the rehabilitation of the Development Property, and obligated Developer to construct certain Minimum Improvements(as defined therein)in accordance with the Agreement; and WHEREAS, Developer has to the present date performed said covenants and wnditions insofar as they relate to the construction of the Minimum Improvements in a manner deemed sufficienl by City to permit the execution and recording of this certifcation: and NOW, THEREFORE, pursuant to Section 2.5 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of Developer, and its successors and assigns, to construct the Minimum Improvemenis on the Development Property have been completed and performed by Developer to the satisfaction of City and such covenants and conditions are hereby satisfed. The County Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of ihis instrument, to be a condusive determination of the satisfaction of the covenants and conditions as set forth in said Agreement, and that the Agreement shall otherwise remain in full force and effect. (SEAL) CITY OF DUBUQUE, IOWA By: Mike Van Milligen, City Manager STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) On this _day of , 20 , before me, the undersigned, a Notary Public in and for the State of lowa, personally appeared and acknowledged said execution of the instrument to be his/her voluntary act and deed. Notary Public in and for Dubuque County, lowa 33 EXHIBIT G PLANNING AND DESIGN GRANT 34 PLANNING & DESIGN GRANT INFORMATION This proaram provides grants In�he Greaier powntown UNan Renewai Oislnct forhiring archdecLs,engineers or oNetpmfesslonal services usetl pnorto consGuctioa Amount o(Grant: 1:1 matching grant not to exceed ten thausantl tlollars($10,000) be awaroetl by the City to qualirying projects to oftset ihe acNai pre-tlevelopmeni wsts. (Example_ 88 500 in eligible pm7eG costs woultl receive$4,25Q gtant matc�etl by$4 250In pmate contribuGon; $20,000 or greater ellgiLle pmjec� costs woultl receive tne maumum Sto 000 grant) Granf SpeGfic Contlihans: • Relmbursement Is for a2nitec6ual and engineenng fees, feasiUility sNOies, envimnmen�al assessmenls orother relate0 soK costs. • ReimbwSaUleexpendiN2smu5lbetlocumentetl. • Owner I tleveloperfees are no�pemlitted as reimbu�saUle eq�enditures. • The grant shall not exceetl ten percent(10%)of totai pmjec[cosis_ • Glanis vAll Ue tlls�ursetl upon compietion of�he projeci at a rate ot$050 tor eac�$7.00 of qual�etl cosis. Approval Process: 1. Design review L+y tlle Cdy Planning DepaMient andlor tfte Histoncal Preserva�on Cammission is mquited(orextenor work an ihe pmlect_ 2 Grant appliw�ons will be reNewed by CM slaff Re�iew Committee and approve0 by IDe City Manager 3 Funding vnll �e tlisbursetl u{wn staft review of tlocumentetl ezpenditures antl incpection of a mmple@tl O�oject. 3i EXHIBIT H FINANCIAL CONSULTANT GRANT 36 FINANCIAL CONSULTANT GRANT INFORMATION This program prohtles 9rants in the Greater Oownlown Urtian Rene»al Oistrlcf for�inng a finanCial ConsUftant to analyze t�e feasibllity o(projecLs_ M�ount of GranC 7:1 matching granl not lo exceetl fifteen ihousantl oollars ($15,000)shall be awardetl to qualifyiog pfOjetls 6asetl on total ellqf�le pfojed costs. (EY.ample- 58,WO In eligible pmject cosfs woultl recefve a $4,250 grant matchetl by 54250 In pnvafe mnhibution; $30,00�ot greater eliglUle msls woula receive IDe maximum§75,000 grant) Grant SpeciFic Conditions: • Refmbursemen[ Is for fees assoua�etl wiih M1inng a pmtessional fir�ancial mnsultant • RelmbursableexpentliNfeSmustbetlocumentetl- • Thfs grant s�all not ezceetl ten perceni(10%}of total projeci costs_ • Therehabili[ationDmjeclmustbecompletedfarlheFlnancialConsuttan�Gran1 to be tuneetl. • G2nts will be disbursetl upon comple�ion of work at a ate oF$.50 tor each S1 00 of qual�fietl costs. Approval Pwcess: 1. Design review by[�e City Planning Depariment andlort�e Histonwl Preservation Commission is repuirecl fot er.�etlor wark on the pmject. 2. G2n�appfca6ons will be reviewetl by Gty sta1F Review Committee antl approvetl bythe Clry Mana9ec 3. Funtling will �e tlisUursetl upon staff �eview of documentetl exqen4Aures antl inspecfion oi a mmpletea projec[. 37 STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: April 05, 2019, and for which the charge is $25.23 Subscribed to before me, a Notary Public in and for Dubuque County, Iowa, this /ea day of C Notary Pu is in and for Dubuque Co u y, Iowa. , 20 /9• MARY K WESTERMEYER Inrission Number 154885 My Cammissinn Exp. Feb. 1, 2020 CITY OF DUBUQUE, IOWA OFFICIAL NOTICE NOTICE OF PUBLIC HEARING ON DEVEL-" OPMENTMENTAND, AU'' AGREETHOR- - [ZING URBAN 'RE- NEWAL TAX INCRE- MENT REVEUE,OBLI GATIONS FOR THREE AMIGOS, LLC NOTICE IS HEREBY GIVEN that the Dubuque City Council will conduct a public hearing at a meeting to commence at 6:00 p.m. on Monday, April 15, 2019, in the His -toric Federal Building, sec- ond -floor Council Chambers, 350 W. 6th Street, Dubuque, ` for the purpose of taking action on the matter of approving the Develop- ment Agreement'. with Three Amigos LLC and authorizing Urban Re- newal Tax Increment Revenue obli-gations, the proceeds of which obligations will be used to carry out certain of the special financing activities described in the Amended and Re- stated Urban .Renewal;, Plan for the Greater Downtown Urban Re- newal District. Copies of supporting 'documents for the pub- lic hearing are on file in the City Clerk's Office, City Hall, 50 W. 13th St., Dubuque, Iowa, and may be viewed during.,; normal working hours. Written comments re- garding the above pub- lic hearings may be " submitted to the City Clerk's Office, 50 - W. 13th St., Dubuque,. IA 52001, on or \before` said time of public hearing. At said time and,' place of` public) hearings all interested citizens and ;, parties will be given an oppor Ftunityto be heard for' or against said propos-' al. Any visual- or hear- ing-impaired persons needing special assis- tance or persons with special 'accessibility needs, should contact the City Clerk's Office at (563) 589-4100 or TDD (563) 690-6678 at least 48 hours prior to the meeting. Published by order al the City. Council given'. on the lstrday, of `April. 2019. Kevin'S.(FifhStthl, 4/5 CMC, City Clerk ;1t CLOSING CHECKLIST CITY OF DUBUQUE, IOWA AND THREE AMIGOS, LLC May 8, 2019, 10 o'clock a.m. 300 Main Street Suite 330, Dubuque IA 52001 --1. Memorandum of Development Agreement City f2. City Certificate City /3. City Attorney's Certificate/Opinion City 4. Opinion of Counsel for Developer Amigos )3. Financial Commitment Amigos .&:' Builders Risk Insurance Certificate Amigos 7- Resolution Setting Hearing City Resolution Approving Development Agreement & TIF City And Proof of Publication 041019ba1 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, of Dubuque, Iowa, and Three Amigos, LLC was made regarding the following described premises: W 45' CITY LOT 399 & W 45' - N 1/2 - CITY LOT 400 (locally known as 898 Jackson Street) The Development Agreement is dated for reference purposes the 15th day of April, 2019, 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 this1 day of CITY OF DUBUQUE, IOWA By: G%J Roy D.ol, Mayor Attest: Kevin S( irnstahl, City C erk , 2019. THREE AMIGOS LLC art Nies, P.E., Member STATE OF IOWA SS COUNTY OF DUBUQUE ) On this day of J fl , 20)9, before me, a Notary Public in and for the State of Iowa, in and for said count personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS IRISH L. LSA N Commission Number 719986 My Commission Expires On this day of /.i ` - 2q/ , before me the undersigned, a Notary Public in and for the State if Iowa, personall appeared Bart Nies, to me personally known, who, being by me iuly sworn, did say that he is the Member of Three Amigos, LLC, the domestic limited liability company executing the instrument to which this is attached and that as said Member of Three Amigos, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. 7? Nota Public, Sta e of owa 2 KEVIN S. FIRNSTAHL COMMISSION NO.745295 MY C� /45,317X/RES THE CITY OF DJUE Masterpiece on the Mississippi Bart Nies, P.E., Member Three Amigos, LLC 875 S. Chestnut Street Platteville, WI 53818 Dear Mr. Nies: Dubuque btrXil All -America City cvxrcu.crcisv ' 1111' 2007.2012 2013.2017 May 8, 2019 City Manager's Office City Hall 50 West 13th Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr@cityofdubuque.org 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 Three Amigos, LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the 15th day of April, 2019. On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it 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. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City 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 financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) 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. (7) 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 2 Sincerely, 116 \r'61- fl(i1Li4 Michael C. Van Milligen City Manager Barry A. Lindahl, Esq. Senior Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001-6944 (563) 583-4113 office (563)583-1040 fax balesq(;cityofdubuque.org Office Hours: 8:00 AM — 5:00 PM, T -W -Th 8:00 AM — 12:00 PM, F Bart Nies, P.E., Member Three Amigos, LLC 875 S. Chestnut Street Platteville, WI 53818 Dear Mr. Nies: THE CITY OF DUB Dubuque Marin Dry ,121.4 E lilt/ 2007. Masterpiece on the Mississippi 2013.20120172 May 8, 2019 I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between Three Amigos, LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the 15th day of April, 2019. 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 8th day of May, 2019 are correct. BAL:tls /merely, ncerely, • Barry A. Lindahl, Esq. Senior Counsel OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAX (563) 583-1040 / EMAIL balesq@cityofdubuque.org Law Offices of FUERSTE, CAREW, JUERGENS & SUDMEIER, P.C. 890 MMN STREET. SUITE 200 DUBUQUE, Iowa 52001-6840 DOUGLAS M. HENRY MARK J. WILLGING A. THEODORE HUINKER JENNY L. WEISS t EDWARD F. HENRY " JESSICA L. MCNAMARA t STEPHAN E. ALT $ STEPHEN I. JUERGENS (OF COUNSEL) ALL ATTORNEYS LICENSED IN IOWA ' ALSO LICENSED IN WISCONSIN t ALSO LICENSED IN ILLINOIS tALSO LICENSED IN MINNESOTA Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 May 8, 2019 WILLIAM C. FUERSTE (1923-2011) ALLANJ. CAREW (1933-2015) ROBERT L. SUDMEIER (RETIRED) TELEPHONE: (563)556-4011 TELECOPIER: (563)556-7134 E-MAIL: t IAILkr-uI-RSTELAW.COM WRITER'S DIRECT E-MAIL ADDRESS tIN;it I.ALIEifrtTFtfR,S3ELAW,i l}L{ Re: Development Agreement Between the City of Dubuque, Iowa and Three Amigos, LLC Dear. Mayor and City Councilmembers: We have acted as counsel for Three Amigos, LLC, a Wisconsin limited liability company, (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 8th day of May, 2019. 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 Wisconsin 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 Fuerste, Carew, May 8, 2019 Page 2 u g ns & Sudrnei s P. . provision of, or in default under, the Articles of Organization and Operating Agreement of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. To the actual knowledge of the undersigned, 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. MJW/kj Very truly yours, FUERSTE, CAREW, JUERGENS & SUDMEIER, P.C. PV1 MOUND CITY BANK May 8, 2019 Barry A. Lindahl Senior Counsel City of Dubuque 50 W. 13th Street Dubuque, IA 52001 Re: Three Amigos, LLC Dear Mr. Lindahl: This letter is to confirm that on November 20, 2018, Mound City Bank and Three Amigos, LLC closed on credit facilities to fund the historic rehabilitation of the property located at 898 Jackson Street, Dubuque, Iowa. The loans remain in good standing and available to Three Amigos, LLC to fund project expenses. If you have any questions or concerns, please feel free to contact me at (608) 348-2052. Sincerely, Jeff Stange Vice President )1)-441, 25 East Pine Street • Platteville, WI 53818 • (608) 348-2685 • Fax: (608) 348-8035 112 Mound Avenue • Belmont, WI 53510 • (608) 762-5105 • Fax: (608) 762-5107 200 South Main Street • Cuba City, WI 53807 • (608) 744-2141 • Fax: (608) 744-2143 1100 Springdale Street • Mt. Horeb, WI 53572 • (608) 437-2685 • Fax: (608) 437-2684 640 Dodge Street • Mineral Point, WI 53565 • (608) 987-3800 • Fax: (608) 987-3871 Website: www.moundcitybank.com • E-mail: mcb@moundcitybank.com • Toll Free: 1-888-622-6069 ACORO® CERTIFICATE OF LIABILITY INSURANCE L,.---- DATE(MA"JDD/YYYY) 05/09/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Busch Insurance Agency, Inc. PO Box 757 147 Keystone Pkwy#107 yADDRESS: Platteville, WI 53818 CONTACT NAME: Teresa Hirsch A/C. No ). (608)348-2601 FAX IA/C, Na): (608}348-2603 E-MAIL teresa@buschinsurance.com tNSURERI) AFFORDING COVERAGE NAIC 0 INSURER A: Pekin Insurance Company INSURED DELTA 3 ENGINEERING 875 S Chestnut St Platteville, WI 53818 INSURER B: Pekin Insurance Company 24228 INSURER C: EACH OCCURRENCE INSURER D : INSURER E: CLAIMS -MADE INSURER F : OCCUR COVERAGES CERTIFICATE NUMBER: 00000000-1406297 REVISION NUMBER: 34 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL NSD SUBR wVD POUCY NUMBER POUCY EFF I MM/DD IYYYYI POLICY EXP I M M/D DIYYYY k LIMITS A X COMMERCIAL GENERAL LIABILITY CL0023871 11/18/2018 11/18/2019 EACH OCCURRENCE S 1,000,000 CLAIMS -MADE X OCCUR AGE TO PREM S(ES aENTED occurrence) $ 100,000 S 5,000 MED EXP (Any one person) PERSONAL & ADV INJURY S 1,000,000 GEM. X AGGREGATE LIMIT APPLIES POLICY n J'E OTHER: PER: LOC GENERAL AGGREGATE S 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 S B AUTOMOBILE X X UABIUTY ANY AUTO AUTOS ONLY All1TOSONLY x X AUTOSULED AUTOS NO LD 00P600903 11/18/2018 11/18/2019 IEOMBINdEeDn SINGLE LIMIT s BODILY INJURY (Per person) S 1 000 000 BODILY INJURY (Per acadent) $ 1,000,000 (PerraERTY alldentDAMAGE S 1,000,000 S A X UMBRELLA UAB— EXCESS UAB X OCCUR CLAIMS -MADE CU17205 11/18/2018 11/18/2019 EACH OCCURRENCE S 2,0001000 AGGREGATE S 2,000,000 DED I RETENTIONS $ B WORKERS COMPENSATION AND EMPlOYERS'tJABIUTY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory to NH) If yes. desaibe under DESCRIPTION OF OPERATIONS below N 1 A 00WC53176 11/18/2018 11/18/2019 PER OTH- X STATUTE ER E.L. EACH ACCIDENT S 100,000 E.L. DISEASE - EA EMPLOYEE S 100,000 E.L. DISEASE - POLICY LIMIT S 500,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space fa required) THREE AMIGOS LLC IS LISTED AS ADDTIONAL INSURED. CERTIFICATE HOLDER CANCELLATION City of Dubuque 50 West 13th St Dubuque, IA 52001 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (TKH) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Printed by TKH on May 09, 2019 at 10:25AM ACORO® EVIDENCE OF COMMERCIAL PROPERTY INSURANCE `---- DATE(MMJDDIYYYY) 04/17/2019 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER CONTACT PERSON AND ADDRESS AIc°. No. Ext):(608)348-2601 COMPANY NAME AND ADDRESS Pekin Insurance Company 2505 Court St. Pekin, IL 61558 IF MULTIPLE COMPANIES, COMPLETE SEPARATE NAIC NO: Busch Insurance Agency, Inc. PO Box 757 147 Keystone Pkwy #107 Platteville, WI 53818 FORM FOR EACH (AIC, No);(608)348-2603 A a Isss: teresa@buschinsurance.com CODE: 04571000 SUB CODE: POLICY TYPE CUSTOMER ID 4:00001647 NAMED INSURED AND ADDRESS DELTA 3 ENGINEERING 875 S Chestnut St Platteville, WI 53818 LOAN NUMBER POLICY NUMBER CL0023871 EFFECTIVE DATE 11/18/2018 EXPIRATION DATE 11/18/2019 CONTINUED UNTIL TERMINATED IF CHECKED ADDITIONAL NAMED INSUREDIS) THREE AMIGOS LLC THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION (ACORD 101 may be attached If more space is required BUILDING OR 0 BUSINESS PERSONAL PROPERTY LOCATION /DESCRIPTIOr898 JACKSON ST Description: Bldg #2 Dubuque IA THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED BASIC BROAD IX I SPECIAL 1 X Builders Risk COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ 600,000 DED: 1,000 CONTRACT OF SALE MORTGAGEE YES NO NIA ❑ BUSINESS INCOME 0 RENTAL VALUE AUTHORIZED REPRESENTATIVE atLilei. y14,414,6/0 TKH If YES, LIMIT: Actual Loss Sustained; # of months: BLANKET COVERAGE If YES, indicate value(s) reported on property identified above: $ TERRORISM COVERAGE Attach Disclosure Notice / DEC IS THERE A TERRORISM -SPECIFIC EXCLUSION? IS DOMESTIC TERRORISM EXCLUDED? LIMITED FUNGUS COVERAGE If YES, LIMIT: DED: FUNGUS EXCLUSION (If "YES", specify organization's form used) REPLACEMENT COST X AGREED VALUE COINSURANCE If YES, ok EQUIPMENT BREAKDOWN (If Applicable) If YES, LIMIT: DED: ORDINANCE OR LAW - Coverage for loss to undamaged portion of bldg If YES, LIMIT: DED: - Demotition Costs If YES, LIMIT: DED: - Incr. Cost of Construction If YES, LIMIT: DED: EARTH MOVEMENT (If Applicable) If YES, LIMIT: DED: FLOOD (If Applicable) If YES, LIMIT: DED: WIND 1 HAIL INCL ❑ YES ❑ NO Subject to Different Provisions: If YES, LIMIT: DED: NAMED STORM INCL ❑ YES ❑ NO Subject to Different Provisions: If YES, LIMIT: DED: PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS _ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST ACORD 28 (2016/03) © 2003-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Printed by TKH on May 09, 2019 at 10:26AM CONTRACT OF SALE MORTGAGEE LENDERS LOSS PAYABLE 1 X I LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS NAME AND ADDRESS City of Dubuque 50 West 13th St Dubuque, IA 520010 AUTHORIZED REPRESENTATIVE atLilei. y14,414,6/0 TKH ACORD 28 (2016/03) © 2003-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Printed by TKH on May 09, 2019 at 10:26AM Prepared by/Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 114-19 FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON A PROPOSED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA, AND THREE AMIGOS, LLC INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS, AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF WHEREAS, City and Three Amigos, LLC have entered into a Development Agreement, subject to the approval of the City Council, for the rehabilitation of property located at 898 Jackson Street, including the issuance of Urban Renewal Tax Increment Revenue obligations, a copy of which Development Agreement is now on file at the Office of the City Clerk, City Hall, 50 W. 13th Street, Dubuque, Iowa; and WHEREAS, the City Council has tentatively determined that it would be in the best interests of the City to approve the Development Agreement with Three Amigos, LLC; and WHEREAS, it is deemed necessary and advisable that the City Council authorize Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of Iowa and enter into the Development Agreement for the purpose of carrying out the rehabilitation of property located at 898 Jackson Street; and WHEREAS, before said obligations may be approved, Chapter 403 of the Code of Iowa requires that the City Clerk publish a notice of the proposal and of the time and place of the meeting at which the City Council proposes to take action thereon and at which meeting the City Council shall receive oral and/or written objections from any resident or property owner of the City to such proposed action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City Clerk is hereby authorized and directed to cause a notice to be published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's intent to approve the Development Agreement and authorize Urban Renewal Tax Increment Revenue obligations, to be held on the 15th day of April, 2019, at 6:00 o'clock p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa. Section 2. The City Council will meet at said time and place for the purpose of taking action on the matter of approving the Development Agreement with Three Amigos, LLC and authorizing Urban Renewal Tax Increment Revenue obligations, the proceeds of which obligations will be used to carry out certain of the special financing activities described in the Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District, consisting of the funding of economic developments grants to Three Amigos, LLC pursuant to the Development Agreement. It is expected that the aggregate amount of the Tax Increment Revenue obligations to be issued will be approximately $48,000. Section 3. The City Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four days nor more than twenty days before the date of said meeting on the issuance of said obligations. Section 4. The notice of the public hearing and the proposed action to issue said obligations shall be in substantially the form attached hereto. Passed, approved and adopted this 1St day of Apr�I, 2019. Attest: KevinFirnstahl, City Clerk D. Roy D. Buoll ayor CERTIFICATE of the CITY CLERK STATE OF IOWA ) SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 114-19 is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 7th day of May, 2019. Kevin7S. Firnstahl, CM City Clerk (SEAL) Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 141-19 APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA, AND THREE AMIGOS, LLC, INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS, FOR THE REDEVELOPMENT OF 898 JACKSON STREET WHEREAS, the City Council, by Resolution No. 114-19 dated April 1, 2019, declared its intent to enter into a Development Agreement with Three Amigos, LLC for the redevelopment of 898 Jackson Street in the City of Dubuque, Iowa (the Property), including providing for the issuance of Urban Renewal Tax Increment Revenue Obligations; and WHEREAS, pursuant to published notice, a public hearing was held on the proposed disposition on April 15, 2019 at 6:00 p.m. in the City Council Chambers at 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 redevelopment of the Property by Three Amigos, LLC according to the terms and conditions set out in the Development Agreement is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Development Agreement between the City of Dubuque, and Three Amigos, LLC, a copy of which is attached hereto, including the issuance of Urban Renewal Tax Increment Revenue Obligations, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. 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 15th day of April 2019. Attest: 04.01_,ArAir, 4r Kevin :. Firnstahl, CI y Clerk 040419ba1 Roy D. Buol, Mayor CERTIFICATE of the CITY CLERK STATE OF IOWA ) SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 141-19 is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 7th day of May, 2019. Kevin 7Firnstahl, CM , `ry Clerk (SEAL)