Marquette Hall - Development Agreement Copyrighted
May 20, 2019
City of Dubuque Public Hearings # 8.
ITEM TITLE: Marquette Hall - DevelopmentAgreement
SUMMARY: Proof of publication on notice of public hearing to consider
approval of a Development Agreement between the City of
Dubuque and Marquette Hall, LLC for the redevelopment
of the former Sacred Heart Parish School located at 2222
Queen Street, and the City Manager recommending
approval.
RESOLUTION Approving a DevelopmentAgreement by
and between the Cityof Dubuque, lowa and Marquette Hall,
LLC providing for the issuance of Urban Renewal Tax
I ncrement Revenue Obligations for the redevelopment of
2222 Queen Street
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Marquette Hall DevelopmentAgreement-MVM Memo City Manager Memo
Staff Memo Staff Memo
DevelopmentAgreement Supporting Documentation
Form 5S Supporting Documentation
Resolution of Approval Resolutions
THE CITY OF Dubuque
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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
Marquette Hall, LLC to Redevelop Property at 2222 Queen Street
DATE: May 15, 2019
Economic Development Director Jill Connors recommends City Council approval of a
Development Agreement between the City of Dubuque and Marquette Hall, LLC for the
redevelopment of the former Sacred Heart parish school located at 2222 Queen Street.
The proposed Development Agreement provides for several incentives to encourage
the $6 million redevelopment of the property. The City's financial assistance
commitment was critical to this project receiving Low Income Tax Credits through the
lowa Finance Authority. The key elements are as follows:
1 . Fa�ade, Planning & Design, and Financial Consultant grants totaling up to a
maximum of$35,000;
2. $30,000 through the Downtown Housing Creation Grant Program;
3. Up to 10 years of Tax Increment Finance rebates of property tax increases in an
amount not to exceed $179,830.00.
Additional terms and conditions of the disposition of the property are included within the
Development Agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�L;� 1��, ���,��
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: Development Agreement between the City of Dubuque and Marquette
Hall, LLC to Redevelop Property at 2222 Queen Street
DATE: May 15, 2019
INTRODUCTION
This memorandum presents for City Council consideration and action the attached
resolution approving a Development Agreement between the City of Dubuque and
Marquette Hall, LLC.
BACKGROUND
The old school building from Sacred Heart parish, located at 2222 Queen Street, has
sat vacant for a number of years. Marquette Hall, LLC, a subsidiary of Cohen-Esrey
Development Group has purchased the building in order to create 28 senior apartments,
three of which will be market rate.
DISCUSSION
Cohen-Esrey applied to the lowa Finance Authority (IFA) in 2017 for Low Income
Housing Tax Credits. At that time, the Economic Development Department committed
up to $35,000 in downtown rehabilitation grants to this project for the improvement of
the exterior and up to $30,000 for the creation of the 3 market rate units. These
commitments were made possible through the Economic Development DepartmenYs
downtown rehabilitation grant programs.
Cohen-Esrey has received the Low-Income Housing Tax Credits, allowing them to
proceed with the project. In support of Cohen-Esrey's tax credit application to IFA, the
City had committed to creating an urban revitalization district around the property in
order to provide needed City support in the application. The district would have
provided a tax abatement equal to $179,830.00 (see attached form 5S which had been
approved by City Council in 2016 and submitted to IFA). However, the urban
revitalization district was not created. IFA has agreed to accept an equivalent amount
of support from the City in the form of tax increment financing (TIF) rebates.
The proposed Development Agreement provides for several incentives to encourage
the $6 million redevelopment of the property. The key elements are as follows:
1 . Fa�ade, Planning & Design and Financial Consultant grants totaling up to a
maximum of$35,000;
2. $30,000 through the Downtown Housing Creation Grant Program; and
3. Up to 10 years of TIF rebates of property tax increases in an amount not to
exceed $179,830.00.
Additional terms and conditions are included within the attached Development
Agreement.
RECOMMENDATION / ACTION STEP
Based on the critical need for downtown housing and the City's goal to assist in
redeveloping the downtown Washington Neighborhood area, I recommend that the City
Council approve the Development Agreement between the City of Dubuque and
Marquette Hall, LLC for the redevelopment of 2222 Queen Street by adopting the
attached Resolution.
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. 192-19
APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF
DUBUQUE, IOWA AND MARQUETTE HALL, LLC PROVIDING FOR THE ISSUANCE
OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS FOR THE
REDEVELOPMENT OF 2222 QUEEN STREET
Whereas, the City Council, by Resolution No. 163-19, dated May 6, 2019, declared its
intent to enter into a Development Agreement with Marquette Hall, LLC for the
redevelopment of 2222 Queen Street in the City of Dubuque, Iowa (the Property); and
Whereas, pursuant to published notice, a public hearing was held on the proposed
disposition on May 2, 2016 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 Marquette Hall, 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 by and between the City of Dubuque and
Marquette Hall, 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.
Pg. 2 — Resolution No. 192-19 Marquette Hall, LLC Development Agreement
Passed,approved and adopted this 20th day of May 2019.
Attest:
Kev,tri S. Firns`ah), i y Clerk
Roy D. Buol, Mayor
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Doc ID: 010486500001 Type GEN
Kind: AGREEMENT
Recorded: 05/14/2020 at 04:22:21 PM
Fee Amt: $7.00 Page 1 of 1
Dubuque County Iowa
John Murphy Recorder
Fi1e2020-00006250
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, and Marquette Hall, LLC, was made regarding the following described premises:
LOTS 31 TO 34 INCL SANFORD SUB IN THE CITY OF DUBUQUE
(locally known as 2222 Queen Street)
The Development Agreement is dated for reference purposes the 20th day of May, 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 ?4ay of May, 2020.
CITY OF DU = •dE,IOWA
By:
Barry . Lindahl, Senior Counsel
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this [.3 day of May, 2020, before me, a Notary Public in and for the State of Iowa, in and for said
county, personally appeared Barry A. Lindahl, to me personally known, who being by me duly sworn did
say that he is the Senior Counsel of the City of Dubuque, that said instrument was signed on behalf of City
of Dubuque and the Senior Counsel acknowledged said instrument to be his free act and deed on behalf
of the ty of Dubuque.
JUIN, . SGAI Akfv\
Notary Public,(St o of Iowa
TRACEY L. STECKLEfN
Commission Number 716016
My Comm. Exp. Li
C -kt cc u.b ri'%-4- `1 , °b
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
MARQUETTE HALL, LLC
THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes
th day of 2019 is made and entered into by and between the City
of Dubuque, Iowa (City) nd Marquette Hall, LLC (Developer).
WHEREAS, Developer is the owner of the following described real estate (the
Property):
LOTS 31 TO 34 INCL SANFORD SUB IN THE CITY OF DUBUQUE
(locally known as 2222 Queen Street)
and
WHEREAS, the Property is located in the Greater Downtown Urban Renewal
District ,the District) which has been so designated by City Council Resolution
-19 as a slum and blighted area (the Project Area) defined by Iowa Code
Chapter 403 (the Urban Renewal Law); and
WHEREAS, Developer will undertake the redevelopment of a vacant building
located on the Property 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 (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
/65 1(.20/7 City has the authority to enter into contracts and agreements to
implement the Ur6an 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 hereby agree as
follows:
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SECTION 1. REPRESENTATIONS AND WARRANTIES
1.1 Representations and Warranties of City. 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) 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, in the form attached hereto as Exhibit A.
(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 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,
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(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 Plan, most recently approved by
City Council of City on , 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, in on file records in the office of the City Clerk and has
been recorded among the land records of the Dubuque County Recorder.
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties:
(1) Developer is a Kansas limited liability company duly organized and validly
existing under the laws of the State of Kansas and has all requisite power and
authority to own and operate its properties, to carry on its business as now
conducted and as presently proposed to be conducted, and to enter into and
perform its obligations under the Agreement.
(2) This Agreement has been duly authorized, executed and delivered by
Developer and, assuming due authorization, execution and delivery by the 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 a letter 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
Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
3
State and federal 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 firm commitments for permanent financing for the Project in
an amount sufficient, together with equity commitments, to successfully complete
the requirements of this Agreement and shall provide evidence thereof to City prior
to the Closing Date.
1.3 Closing. The closing shall take place on the Closing Date which shall be the 15th
day of April, 2019, or such other date as the parties shall agree in writing but in no event
shall the Closing Date be later than the 15th day of May, 2019. Consummation of the
closing shall be deemed an agreement of the parties to this Agreement that the conditions
of closing shall have been satisfied or waived.
1.4 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.1 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 closing on the Closing Date if Developer determines
in its sole discretion that conditions necessary for the successful completion of the
Project contemplated herein have not been satisfied in Developer's sole discretion.
Upon the giving of notice of termination by Developer to City, this Agreement shall
be deemed null and void.
(3) Developer and City 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 firm financial commitments in an amount sufficient, together with
equity commitments, to complete the Minimum Improvements (as defined herein)
in conformance with the Construction Plans (as defined herein), or City shall have
received such other evidence of Developer's financial ability as the reasonable
judgment of the City requires.
(5) Developer's counsel shall issue a letter to the City confirming the
representations contained herein in the form attached hereto as Exhibit B.
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1.5 City's Obligations at Closing. 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
satisfactory to Developer.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer will make a capital investment of
approximately Six Million Dollars ($6,000,000.00) to improve the Property (the Minimum
Improvements). The Minimum Improvements shall consist of the creation of twenty-eight
(28) housing units (the Units).
2.2 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's
Standards for Rehabilitation. However, if the Project 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, in its sole discretion, to apply only to the Exterior Improvements.
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 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, Iowa.
Developer shall submit to City, for approval by City, plans, drawings, specifications, and
related documents with respect to the improvements to be constructed by Developer on
the Property. All work with respect to the Minimum Improvements shall be in substantial
conformity with the Construction Plans approved by City.
2.4 Timing of Improvements. Developer hereby agrees that construction of the
Minimum Improvements on the Property shall be commenced within thirty (30) days after
the Closing Date and shall be substantially completed by August 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 labor troubles, unusual shortages of
materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion
directly results in delays, or acts of any federal, state or local government which directly
result in extraordinary delays. 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, City 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
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determination of the satisfaction and termination of the agreements and covenants in this
Agreement.
SECTION 3. CITY PARTICIPATION
3.1 This section intentionally left blank.
3.2 Economic Development Grants to Developer. 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
November 1, 2022
November 1, 2023
November 1, 2024
November 1, 2025
November 1, 2026
November 1, 2027
November 1, 2028
November 1, 2029
November 1, 2030
May 1, 2022
May 1, 2023
May 1, 2024
May 1, 2025
May 1, 2026
May 1, 2027
May 1, 2028
May 1, 2029
May 1, 2030
May 1,2031
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the
actual amount of tax increment revenues collected by City under Iowa Code Section
403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code
Section 403.19 and excluding any interest that may accrue thereon prior to payment to
Developer) during the preceding six-month period in respect of the Property and Minimum
Improvements constructed by Developer (the Developer Tax Increments). However, at
such time as the Economic Development Grants paid to Developer equal $179,830.00,
Developer shall not be entitled to any additional Economic Development Grants and City
shall have no further obligation to pay Economic Development Grants to Developer. For
purposes of calculating the amount of the Economic Development Grants provided in this
Section, the Developer Tax Increments shall be only those tax increment revenues
collected by City in respect of the increase in the assessed value of the Property above
the assessment of January 1, 2018 ($258,900.00). Developer recognizes and agrees that
the Economic Development Grants shall be paid solely and only from the incremental
taxes collected by City in respect to the Property and Minimum Improvements, which does
not include property taxes collected for the payment of bonds and interest of each taxing
district, and taxes for the regular and voter -approved physical plant and equipment levy,
instructional support levy, and any other portion required to be excluded by Iowa law, and
thus such incremental taxes will not include all amounts paid by Developer as regular
property taxes.
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3.3 To fund the Economic Development Grants, City shall certify to the County prior to
December 1, 2020, its request for the available Developer Tax Increments resulting from
the assessments imposed by the County as of January 1 of that year and each year
thereafter until and including January 1, 2029, subject to the limitation that at such time
as the Economic Development Grants paid to Developer equal $179,830.00, Developer
shall not be entitled to any additional Economic Development Grants and City shall have
no further obligation to pay Economic Development Grants to Developer, to be collected
by City as taxes are paid during the following fiscal year and which shall thereafter be
disbursed to the Developer on November 1 and May 1 of that fiscal year. (Example: if City
so certifies in December, 2020, the Economic Development Grants in respect thereof
would be paid to the Developer on November 1, 2021, and May 1, 2022.)
3A The Economic Development Grants shall be payable from and secured solely and
only by the Developer Tax Increments paid to City that, upon receipt, shall be deposited
and held in a special account created for such purpose and designated as the Marquette
Hall TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance
in force during the term hereof and to apply the incremental taxes collected in respect of
the Minimum Improvements and allocated to the Marquette Hall 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 Development Grants in any one year and under no circumstances shall City in
any manner be liable to Developer so long as City timely applies the Developer Tax
Increments actually collected and held in the Marquette Hall 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.
3.5 City shall be free to use any and all tax increment revenues collected in respect of
other properties within the Project Area and the remaining actual amount of the property
taxes paid by Developer to City, or any available Developer Tax Increments resulting from
the termination of the annual Economic Development Grants under Section 3.2 hereof,
for any purpose for which such tax increment revenues may lawfully be used pursuant to
the provisions of the Urban Renewal Law, and City shall have no obligations to Developer
with respect to the use thereof.
(1) Non-appropriation/Limited Source of Funding. Notwithstanding anything in
this Agreement to the contrary, the obligation of City to pay any installment of the
Economic Development Grant shall be an obligation limited to currently budgeted
funds, and not a general obligation or other indebtedness of City or a pledge of its
full faith and credit under the meaning of any constitutional or statutory debt
limitation, and shall be subject in all respects to the right of non -appropriation by
the City Council as provided in this Section 3.5(1). City may exercise its right of
non -appropriation as to the amount of the installments to be paid during any fiscal
year during the term of this Agreement without causing a termination of this
Agreement. The right of non -appropriation shall be exercised only by resolution
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affirmatively declaring City's election to non -appropriate funds otherwise required
to be paid to Developer in the next fiscal year under this Agreement. Such
resolution shall be considered for adoption by the City Council at a public hearing
held on or before December 1st of any year and notice of such hearing shall be
given to Developer at least 30 days prior to the hearing. The resolution shall be
approved by not less than a majority of the total number of members to which the
City Council is entitled. Developer and all other persons having an interest in the
matter shall be given an opportunity to be heard at such hearing and prior to the
adoption of such resolution.
(a) In the event the City Council elects to not appropriate sufficient funds
in the budget for any future fiscal year for the payment in full of the
installments on the Economic Development Grant due and payable in that
fiscal year, then: i) City shall have no further obligation to Developer for the
payment of all installments due in the next fiscal year which cannot be paid
with the funds then appropriated for that purpose; and, ii) Developer shall
be released from all further obligations under this Agreement during that
same fiscal year.
(b) Each installment of the Economic Development Grant shall be paid
by City solely from funds appropriated for that purpose by the City Council
from taxes levied on the Property that are allocated to the special fund
pursuant to Iowa Code §403.19(2).
(c) The right of non -appropriation reserved to City in this Section 3.5(1)
is intended by the parties, and shall be construed at all times, so as to
ensure that City's obligation to pay future installments on the Economic
Development Grants shall not constitute a legal indebtedness of City within
the meaning of any applicable constitutional or statutory debt limitation prior
to the adoption of a budget which appropriates funds for the payment of that
installment or amount. In the event that any of the provisions of this
Agreement are determined by a court of competent jurisdiction to create, or
result in the creation of, such a legal indebtedness of City, the enforcement
of the said provision shall be suspended, and the Agreement shall at all
times be construed and applied in such a manner as will preserve the
foregoing intent of the parties, and no event of default shall be deemed to
have occurred as a result thereof. If any provision of this Agreement or the
application thereof to any circumstance is so suspended, the suspension
shall not affect other provisions of this Agreement which can be given effect
without the suspended provision. To this end the provisions of this
Agreement are severable.
3.6 Downtown Housing Incentive.
(1) City agrees to provide to Developer, on the terms and conditions set forth
herein, a grant in the amount of Thirty Thousand Dollars ($30,000.00) (the Grant)
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which shall be funded solely and only from available Downtown Incentive Program
funds.
(2) Grant funds will be disbursed to Developer after City issuance of a
Certificate of Occupancy for the Project. The Grant shall be paid in Ten Thousand
Dollar ($10,000.00) payments for each market rate apartment that receives a
Certificate of Occupancy up to a maximum of three (3) market rate apartments.
Prior to the disbursement of any funds, Developer shall provide evidence
satisfactory to City that the Minimum Improvements have been completed in
accordance with the plans and other documentation submitted to City with the
application.
3.7 Planning and Design Grant. 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 Property 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 substantially complete and meets the conditions of this Agreement.
3.8 Facade Grant. City agrees to provide a matching (1:1) grant not to exceed Ten
Thousand Dollars ($10,000) to reimburse Developer for documented costs for front or
rear facade renovations to the Property to eliminate inappropriate additions or alterations
and to restore the facade to its historic appearance, or to rehabilitate the facade to include
new windows, paint, signage, awnings, etc., to improve the overall appearance of the
Property, and the costs of landscaping or screening with fencing or retaining walls if such
landscaping or screening improves the Property adjacent to the public right-of-way, on
the terms and conditions set forth in Exhibit H.
3.9 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 hiring a financial consultant to evaluate the Project's feasibility on the
terms and conditions set forth in Exhibit I. Such funds will be disbursed only on
completion of the Minimum Improvements, documentation of costs and an inspection of
the completed Project.
3.10. Written requests for payment of grant funds must be submitted to the Economic
Development Department together with all required documentation.
SECTION 4. COVENANTS OF DEVELOPER
4.1 Subject to Sec. 2.2, the Minimum Improvements shall conform to the U.S.
Secretary of the Interior's Standards for Rehabilitation.
4.2 This section intentionally left blank.
9
4.3 Books and Records. During the term of this Agreement, Developer shall keep at
all times and make available to City upon reasonable request proper books of record and
account in which full, true and correct entries will be made of all dealings and transactions
of or in relation to the business and affairs of Developer in accordance with generally
accepted accounting principles consistently applied throughout the period involved, and
Developer shall provide reasonable protection against loss or damage to such books of
record and account.
4.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real
property taxes and assessments payable with respect to all and any parts of the Property
unless Developer's obligations have been assumed by another person pursuant to the
provisions of this Agreement.
4.5 No Other Exemptions. During the term of this Agreement, Developer agrees that
Developer shall not, without City's consent which shall not be unreasonably withheld,
apply for any state or local property tax exemptions which are available with respect to
the Development Property or the Minimum Improvements located thereon that may now
be, or hereafter become, available under state law or city ordinance during the term of
this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as
amended.
4.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements and 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 (including Minimum
Improvements) replacement value when construction is completed, naming City
as an additional insured and loss payee. Coverage shall include the "special
perils" form and developer shall 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 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 (including the Minimum Improvements), naming City as loss
payee. Developer shall furnish to City proof of insurance in the form of a certificate
of insurance.
(3) The term "replacement value" shall mean the 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
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.
10
(4) Developer shall notify City immediately in the case of damage exceeding
$50,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. Net proceeds of any such insurance
(Net Proceeds), shall be paid directly to Developer as its interests may appear,
and Developer shall forthwith repair, reconstruct and restore the Minimum
Improvements to substantially the same or an improved condition or value as they
existed prior to the event causing such damage and, to the extent necessary to
accomplish such repair, reconstruction and restoration, Developer shall apply the
Net Proceeds of any insurance relating to such damage received by Developer to
the payment or reimbursement of the costs thereof, subject, however, to the terms
of any mortgage encumbering title to the Property (as its interests may appear).
Developer shall complete the repair, reconstruction and restoration of Minimum
Improvements whether or not the Net Proceeds of insurance received by
Developer for such purposes are sufficient.
4.7 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the
Minimum Improvements in good repair and working order, ordinary wear and tear
accepted, and from time to time shall make all necessary repairs, replacements, renewals
and additions.
4.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
sexual orientation, gender identity, national origin, age or disability.
4.9 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a position
to participate in a decision-making process or gain insider information with regard to the
project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any
activity, or benefit therefrom, which is part of this project at any time during or after such
person's tenure. In connection with this obligation, Developer shall have the right to rely
upon the representations of any party with whom it does business and shall not be
obligated to perform any further examination into such party's background.
4.10 Non -Transferability.
During the Term of this Agreement, this Agreement may not be assigned by Developer
nor may any portion of the Property be sold or otherwise transferred by Developer without
the prior written consent of City in City's sole discretion. City has no obligation to consent
to any assignment or sale, however City's consent shall not be unreasonably withheld.
4.11 No change 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
11
to become other than residential property and to be taxed as such under Iowa law.
4.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as a residential housing condominium association, is in full
compliance with the Urban Renewal Plan) (however, Developer shall not have any
liability to City to the extent that a successor in interest shall breach this covenant
and City shall seek enforcement of this covenant directly against the party in
breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, national origin, age or disability in the sale, lease,
rental, use or occupancy of the Property or any improvements erected or to be
erected thereon, or any part thereof (however, Developer shall not have any
liability to City to the extent that a successor in interest shall breach this covenant
and City shall seek enforcement of this covenant directly against the party in
breach of same).
4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations
relating to its businesses, other than laws, 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, financial or otherwise, of Developer.
SECTION 5. EVENTS OF DEFAULT AND REMEDIES.
5.1 Events of Default Defined. The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions
and limitations of this Agreement.
(3) Transfer of any interest by Developer of the Minimum Improvements in
violation of the provisions of this Agreement prior to the issuance of the final
Certificate of Completion.
12
(4) Failure by Developer or City to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
5.2. Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take
any one or more of the following actions after the giving of written notice by City to
Developer (and the holder of any mortgage encumbering any interest in the Property of
which City has been notified of in writing) of the Event of Default, but only if the Event of
Default has not been cured within sixty (60) days following such notice, or if the Event of
Default cannot be cured within sixty (60) days and Developer does not provide
assurances to City that the Event of Default will be cured as soon as reasonably possible
thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from Developer deemed adequate by City, that the Developer will cure
its default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) Developer shall repay to City the amount of the Downtown Rehab
Loan/Grant, and the Downtown Housing Incentive and Economic Development
Grant and shall reimburse City for any costs incurred by City in making such grants,
and City may take any action, including any legal action it deems necessary, to
recover such amounts from the Developer.
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
5.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient.
5.4 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.
13
5.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
5.6 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that
may appear necessary or desirable to collect any payments due under this Agreement,
to recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may
suspend its performance under this Agreement until it receives assurances from City,
deemed adequate by Developer, that City will cure its default and continue its
performance under this Agreement.
SECTION 6. GENERAL TERMS AND PROVISIONS.
6.1 Notices and Demands. Whenever this Agreement requires or permits any notice
or written request by one party to another, it shall be deemed to have been properly given
if and when delivered in person or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid,
addressed as follows:
If to Developer: Marquette Hall, LLC
Thomas Anderson, Authorized Agent
Marquette Hall, LLC
6800 W. 64th Street, Suite 101
Overland Park, KS 66202
With copy to: James Neeld
Sanberg Pheonix & VanGontard, P.C.
4600 Madison Ave, Ste. 1250
Kansas City, MO 64112
If to City: City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to: City Attorney
City Hall
50 W. 13th Street
Dubuque IA 52001
14
Or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
6.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2031 (the Termination Date).
6.4. Execution By Facsimile. The parties agree that this Agreement may be 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.
6.5 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 MARQUETT _HALL, LLC
By
Roy D. B o 1, Mayor T `: m-a'S Anderson, Authorized Agent
Attest:
Kev Firnsta
City Clerk
15
A,.
O°F DUBUQUE
On this day of ; ; 20 before me the undersigned, a Notary
Public in and for the said County v -d State, personally appeared Roy D. Buol and Kevin
S. Firnstahl, to me personally kno` in, 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 of aid City, by it and by them voluntarily executed.
)
)
)
SS
STATE OF
COUNTY OF-J+r•o
)
)
SS
)
PAMELA J. PAcCARRO
Commission Number 772419
My Comrn. Exp Y S3 -g09(
k
On this i day of ‘ri 2014, before me the undersigned, a Notary
Public in and for the State of 1.s , personally appeared Thomas Anderson, to me
personally known, who, being by me duly sworn, did say that he is the Authorized Agent
of Marquette Hall, LLC, the Kansas limited liability company executing the instrument to
which this is attached and that as said Authorized Agent of Marquette Hall, LLC
acknowledges the execution of said instrument to be the voluntary act and deed of said
comp ny, by it and by him , individual, voluntarily executed.
Notary Public
Net
•
tru.
NOTARY PUBLIC - State of Kansas
RIA A PRICE
My Appt. Exp. /0' /7
16
LIST OF EXHIBITS
EXHIBIT A — City Attorney Certificate
EXHIBIT B —Letter from 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 Program
EXHIBIT H — Facade Grant Program
EXHIBIT I — Financial Consultant Grant Program
17
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
18
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
RE:
Dear
THE CITY OF
DUB
Masterpiece on the Miss
(DATE)
21107.2012
S pp 2013.2017
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the
day of , 20_.
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to execute,
deliver and perform its obligations under this Agreement, and to the best of my
knowledge, the representations of the City Manager in his letter dated the day of
, 20, are correct.
BAL:tls
19
Very sincerely,
Barry A. Lindahl, Esq.
Senior Counsel
EXHIBIT B
LETTER FROM DEVELOPER'S COUNSEL
20
Mayor and City Councilmembers
City Hall
13th and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and
Marquette Hall, LLC
Dear Mayor and City Councilmembers:
We have acted as counsel for Marquette Hall, LLC, (Developer) in connection with
the execution and delivery of a certain Development Agreement (Development
Agreement) between Developer and the City of Dubuque, Iowa ("City") dated for
reference purposes the day of , 20 .
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
statements set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, to our knowledge as of the date of this letter:
1. Developer is a limited liability company organized and existing under the
laws of the State of Kansas and has full power and authority to execute, deliver and
perform in full Development Agreement. The Development Agreement has been duly
and validly authorized, executed and delivered by Developer and, assuming due
authorization, execution and delivery by City, is in full force and effect and is valid and
legally binding instrument of Developer enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder.
Very truly yours,
21
EXHIBIT C
CITY CERTIFICATE
22
2UQ7 2012
MG s � ' �isszssi ppi 2013.2017
Dear
(DATE)
City Manager's Office
City Hall
50 West 13th Street
Dubuque, Iowa 520014864
(563) 5894110 office
(563) 5894149 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
(Developer) and the City of Dubuque, Iowa (City) dated for reference
purposes the day of , 20 .
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) 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, in the form attached hereto as Exhibit B.
(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
23
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
24
Sincerely,
Michael C. Van Milligen
City Manager
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
25
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa Municipal
Corporation, of Dubuque, Iowa, and Marquette Hall, LLC was made regarding the
following described premises:
LOTS 31 TO 34 INCL SANFORD SUB in the City of Dubuque
(locally known as 2222 Queen Street)
The Development Agreement is dated for reference purposes the day of
, 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 day of
, 2019.
CITY OF DUBUQUE, IOWA M;
By
Roy D. Buol
Mayor
26
HALL, LLC
homas Anderson
Authorized Agent
Attest:
Kevin S. Firnstahl
City Clerk
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
On this day of , 20_, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Roy D. Buol and 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 O 4 1 �j )
S
COUNTY OF LSi ) SS
On this 2• day of ( �
20 11, before me the undersigned, a Notary
Public in and for the State of ccs , personally appeared Thomas Anderson, to me
personally known, who, being by me duly sworn, did say that he is the Authorized Agent
of Marquette Hall, LLC, the Kansas limited liability company executing the instrument to
which this is attached and that as said Authorized Agent of Marquette Hall, LLC
acknowledges the execution of said instrument to be the voluntary act and deed of said
co pa., by ', and by him, an individual, voluntarily executed.
tary
ublic, State of
NOTARY PUBLIC STATE OF KANSAS
DOMONIQUE 1DENIKETTLER
kowtow 4_`! MY Appl. Exp. L � 2.22-
27
EXHIBIT E
URBAN RENEWAL PLAN
On file at the Office of the City Clerk, City Hall, 50 West 13th Street, Dubuque, Iowa
28
EXHIBIT F
CERTIFICATE OF COMPLETION
29
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"),
has granted incentives to Marquette Hall, LLC (the "Grantee"), in accordance with a
Development Agreement dated as of [Date] (the "Agreement"), certain real property
located within the Greater Downtown Urban Renewal District of the Grantor and as more
particularly described as follows:
LOTS 31 TO 34 INCL SANFORD SUB IN THE CITY OF DUBUQUE
(locally known as 2222 Queen Street)
(the "Development Property"); and
WHEREAS, said Agreement incorporated and contained certain covenants and
conditions with respect to the rehabilitation of the Development Property, and obligated
the Grantee to construct certain Minimum Improvements (as defined therein) in
accordance with the Agreement; and
WHEREAS, the Grantee has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements in a
manner deemed sufficient by the Grantor to permit the execution and recording of this
certification; 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 the
Grantee, and its successors and assigns, to construct the Minimum Improvements on the
Development Property have been completed and performed by the Grantee to the
satisfaction of the Grantor and such covenants and conditions are hereby satisfied.
The County Recorder of Dubuque County is hereby authorized to accept for recording
and to record the filing of this instrument, to be a conclusive determination 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
STATE OF IOWA
) SS
COUNTY OF DUBUQUE )
30
By:
Mike Van Milligen, City Manager
On this day of , 2019, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared and
acknowledged said execution of the instrument to be his/her voluntary act and deed.
Notary Public in and for
Dubuque County, Iowa
31
EXHIBIT G
PLANNING AND DESIGN GRANT PROGRAM
32
PLANNING & DESIGN GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for hiring architects,
engineers or other professional services used prior to construction.
Amount of Grant:
1:1 matching grant not to exceed ten thousand dollars ($10,000) be awarded
by the City to qualifying projects to offset the actual pre -development costs.
(Example: $8,500 in eligible project costs would receive $4,250 grant matched
by $4,250 in private contribution; $20,000 or greater eligible project costs
would receive the maximum $10,000 grant.)
Grant Specific Conditions:
• Reimbursement is for architectural and engineering fees, feasibility studies, environmental
assessments or other related soft costs.
• Reimbursable expenditures must be documented.
• Owner / developer fees are not permitted as reimbursable expenditures.
• The grant shall not exceed ten percent (10%) of total project costs.
• Grants will be disbursed upon completion of the project at a rate of $0.50 for each $1.00 of
qualified costs.
Approval Process:
1. Design review by the City Planning Department and/or the Historical Preservation Commission is
required for exterior work on the project.
2. Grant applications will be reviewed by City staff Review Committee and approved by the City
Manager.
3. Funding will be disbursed upon staff review of documented expenditures and inspection of a
completed project.
33
EXHIBIT H
FACADE GRANT PROGRAM
34
FACADE GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for front or rear facade
renovation to restore the facade to its historic appearance or improve the overall appearance.
Amount of Grant:
1:1 matching grant not to exceed ten thousand dollars ($10,000) shall be
awarded by the City to qualifying projects based on total eligible project costs.
(Example: $8,500 in eligible project costs would receive a $4,250 grant
matched by $4,250 in private contribution; $20,000 or greater eligible project
costs would receive the maximum $10,000 grant.)
Grant Specific Conditions:
• Reimbursement is for labor and material costs associated with facade improvements, including
but not limited to, rehabilitating or improving windows, paint, signage, or awnings to enhance
overall appearance.
• Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a
determination is made that property is improved adjacent to public right-of-way.
• In order to receive reimbursement for repointing, a mortar analysis sample may be requested
for each facade that will be repointed. The applicant must adhere to the results of that analysis
in their rehabilitation work as part of their approved project plan. The City may request
verification that the new mortar matches the results of the mortar analysis.
• Language from the National Park Service Technical Preservation Services Briefs may be
attached as a condition for a building permit if the applicant chooses to perform repointing on
the project.
• Reimbursable expenditures must be documented.
• Grants will be disbursed upon completion of work at a rate of $.50 for each $1.00 of qualified
costs.
Approval Process:
1. Design review by the City Planning Department and/or the Historical Preservation Commission is
required for exterior work on the project.
2. Grant applications will be reviewed by City staff Review Committee and approved by the City
Manager.
3. Funding will be disbursed upon staff review of documented expenditures and inspection of a
completed project.
35
EXHIBIT I
FINANCIAL CONSULTANT GRANT PROGRAM
36
FINANCIAL CONSULTANT GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for hiring a financial
consultant to analyze the feasibility of projects.
Amount of Grant:
1:1 matching grant not to exceed fifteen thousand dollars ($15,000) shall be
awarded to qualifying projects based on total eligible project costs. (Example:
$8,500 in eligible project costs would receive a $4,250 grant matched by
$4,250 in private contribution; $30,000 or greater eligible costs would receive
the maximum $15,000 grant.)
Grant Specific Conditions:
• Reimbursement is for fees associated with hiring a professional financial consultant.
• Reimbursable expenditures must be documented.
• This grant shall not exceed ten percent (10%) of total project costs.
• The rehabilitation project must be completed for the Financial Consultant Grant to be funded.
• Grants will be disbursed upon completion of work at a rate of $.50 for each $1.00 of qualified
costs.
Approval Process:
1. Design review by the City Planning Department and/or the Historical Preservation Commission is
required for exterior work on the project.
2. Grant applications will be reviewed by City staff Review Committee and approved by the City
Manager.
3. Funding will be disbursed upon staff review of documented expenditures and inspection of a
completed project.
37
EXHIBIT 5S
IOWA FINANCE
UTHORITY
LOCAL GOVERNMENT CONTRIBUTION
Form(s) shall be completed by the qualified Government Entity or Political Subdivision along with any
additional supporting documents as required in QAP Section 6.2.4.1.
Project Name Marquette Hall Residences
Project Address 2222 Queen Street, Dubuque IA 52001
Ownership Entity Name Holy Spirit Parish, Purchase offer by Cohen -Esrey Affordable
Partners(Marquette Hall, LLC)
Iowa Finance Authority (IFA) encourages developers to coordinate with Iowa communities regarding
community revitalization plans, where applicable. A Local Government Contribution creates a
presumption that the project is not in conflict with the local government's community revitalization plan, if
any.
This form will verify the Local Government Contribution effort referenced in the Qualified Allocation Plan
(QAP). A Local Government Contribution can be provided by a qualified Government Entity or Political
Subdivision. QAP Section 6.2.4.1 states the following items will constitute a Local Government
Contribution:
Form of Contribution
Additional Supporting Documents
Cash Contribution
Commitment letter
Gift of Land or Building
Third party MAI certified appraisal
Tax Abatement (not tax exemption)
Scoring exhibit only
Tax Increment Financing
Project specific city council resolution
Urban Revitalization Tax Exemption (URTE)
Project specific city council resolution
Enterprise Zone Credits
Scoring exhibit only
Enterprise Zone Sales Tax Rebate
Scoring exhibit only
Waiver of Fees
Scoring exhibit only
City HOME
Scoring exhibit only
Below Market Interest Rate Loan
Calculation showing value of imputed savings using
a market rate of six percent (6%) with a maximum
20 year loan term and a maximum 30 year
amortization
QAP Section 6.2.4.1 states the agency making the Local Government Contribution shall indicate the
value of its contribution. The value of the Local Government Contribution is the value of the contribution
made by the qualified Government Entity or Political Subdivision minus the value of any consideration or
accommodation received by the qualified Government Entity or Political Subdivision in return for the
contribution.
The Governmental Entity or Political Subdivision completing this form understands that IFA will rely on
these valuations to determine whether the Applicant has met the requirements of the QAP to receive
points for Local Government Contribution.
IFA reserves the right to limit the amount of fees waived by any Government Entity or Political Subdivision
to one percent (1 %) of the Total Project Costs.
For scoring purposes under this category, a Government Entity or Political Subdivision contribution to a
Project provided through a certified Local Housing Trust Fund (LHTF) will be considered a qualified Local
Government Contribution only if the Applicant provides documentation from the LHTF showing the
Government Entity or Political Subdivision has made contributions to the LHTF during the current fiscal
year totaling at least the amount of the proposed Local Government Contribution to the Project.
2017 Round
EXHIBIT 5S
IOWA FINANCE
AUTHORITY
Qualified Governmental Entity or Political Subdivision Contribution(s) (8 points maximum)
A
CASH CONTRIBUTION — Commitment letter attached
mount Source of Cash
$65,000
facade Grant & Urban Housing Incentive
❑ GIFT OF LAND — Third party MAI certified appraisal attached
Name of Entity Making Contribution
Appraised
Amount/Value
Name of Entity Making
Contribution
City of Dubuque
Location/Address of property:
Is land held free and clear of encumbrances? ❑ YES ❑ NO
If NO, disclose all known liens and encumbrances and explain how and when these will be satisfied.
❑ GIFT OF BUILDING — Third party MAI certified appraisal attached
Name of Entity Making Contribution
Appraised
Amount/Value
Address of building(s):
Is land held free and clear of encumbrances? D YES ❑ NO
If NO, disclose all known liens and encumbrances and explain how and when these will be satisfied.
❑ TAX ABATEMENT (not exemption) — No attachment required
Term of
Abatement
Amount/Value
Describe How Amount Was
Determined
Name of Entity Making
Contribution
® TAX INCREMENT FINANCING — Project specific city council resolution attached
Amount/Value
179,830
Name of Entity Making
Contribution
City of Dubuque
❑ URBAN REVITALIZATION TAX EXEMPTION — Project specific city council resolution attached
Amount/Value Describe How Amount
Was Determined
Term of Exemption
Name of Entity Making
Contribution
❑ ENTERPRISE ZONE CREDIT (equity value) — No attachment required
Amount/Value
Name of Entity Making
Contribution
2017 Round
EXHIBIT 5S
IOWA FINANCE
AUTHORITY
❑ ENTERPRISE ZONE SALES TAX REBATE — No attachment required.
Amount/Value
Name of Entity Making
Contribution
❑ WAIVER OF FEES — Limited to one percent (1 %) of Total Project Costs. No attachment required
Amount/Value
Type of Fees
Describe How Amount
Was Determined
Name of Entity Making
Contribution
Name of Entity Making
Contribution
6%
❑ CITY HOME LOAN - No attachment required
Amount/Value
Name of Entity Making Contribution
❑ BELOW-MARKET INTEREST RATE LOAN - Calculation showing value of imputed savings using a
market rate of six percent (6%) with a maximum 20 year loan term and a maximum 30 year amortization
attached. IFA shall use the imputed savings value or the principal amount of the loan whichever is the
lesser. IFA will allow the interest to be calculated only on a simple basis (not compounded) when
calculating.
Amount/Value
Market
Interest
Rate
Below-
Market
Interest
Rate
Describe How Calculated
Savings Was Determined
Name of Entity Making
Contribution
6%
City of Dubuque
Agency Name (Typed)
Roy D. Buol
Name of Agency Representative (Typed)
ped)
Signature 9f/Agency Representative
2017 Round
May 20, 2019
Date
WRITTEN ACTION BY UNANIMOUS CONSENT
QF THE MEMBER AND MANAGER OF
MARQUETTE HALL, LLC
Pursuant to the authority of the laws of the State of Kansas, the undersigned, as the sole
member and manager of MARQUETTE HALL, LLC, a Kansas limited liability company (the
"Company"), does hereby affirmatively vote for, consent to, adopt, and approve the following
recitals and resolutions by written consent:
WHEREAS, the Company wishes to enter into a Development Agreement (the
"Agreement") with the City of Dubuque, Iowa (the "City") in connection with the Company's
development of the project known as Marquette Hall (the "Project") located in Dubuque, Dubuque
County, Iowa, whereby the Company will be entitled to certain tax incentives in relation to the
Project;
WHEREAS, the undersigned has reviewed the Agreement and believes it to be in the best
interest of the Company to enter into, consummate and carry out the obligations of the Company
under the Agreement, and to ratify certain actions by the Company.
RESOLVED, that the Company hereby designates Thomas L. Anderson as an Authorized
Agent of the Company, empowered and directed, by and on behalf of the Company, to execute,
deliver the Agreement, any and all documents and take such actions as he may deem reasonably
necessary to enter into, consummate and perform the transactions, rights and obligations in
connection with the Agreement, and, if applicable, to negotiate, finalize and to amend and modify
such Agreement to the extent he may deem reasonably appropriate, and to take all actions necessary
in connection therewith.
FURTHER RESOLVED, that all agreements entered into and actions taken by Thomas L.
Anderson for the Company, in connection with and prior to the date hereof with respect to or in
connection with the Agreement, are hereby ratified, confirmed and approved in all respects,
provided such agreements entered into or actions taken were made in good faith and believed to be
in the best interests of the Company.
11381267.
DATED effective as April , 2019.
MEMBER AND MANAGER:
MARQUETTE HALL, LLC,
a Kansas Limited Liability Company
By: MARQUETTE HALL MANAGER, LLC,
a Kansas Limited Liability Company,
Sole member
By: PRESERVING US, INC,
a Delaware corporation, Member &
Manager
Name: An la Morehead
Title: Executive Director
By:
Jack Hatch, Member
SIGNATURE PAGE MARQUETTE HALL RESOLUTION FOR DUBUQUE DEVELOPMENT AGREEMENT
11381267.1