Weaver Castle LLC (346-348 W. Locust Street) Fifth Amendment to DA Copyrighted
September 3, 2019
City of Dubuque Consent Items # 22.
ITEM TITLE: Weaver Castle LLC (346-348 W. Locust Street) Fifth
Amendmentto DevelopmentAgreement
SUMMARY: City Manager recommending approval of the Fifth
Amendmentto DevelopmentAgreement between the City
of Dubuque and Weaver Castle LLC for redevelopment of
the property at 346-348 West Locust Street.
RESOLUTION Approving the Fifth Amendment to the
Development Agreement between the City of Dubuque,
lowa and Weaver Castle, LLC
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Wea�r Castle Fifth Amendment to Development City Manager Memo
Agreement-MVM Memo
Staff Memo Staff Memo
Original DevelopmentAgreement Supporting Documentation
5th Amendment to DA Supporting Documentation
Resolution of Approval Resolutions
Dubuque
THE CITY OF �
uI�AaMca cih
DuB E � �
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Maste iece on the Mississi i Zoo�•zoiz•zois
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Fifth Amendment to Development Agreement between the City of
Dubuque and Weaver Castle LLC (346-348 W. Locust Street)
DATE: August 23, 2019
Economic Development Director Jill Connors recommends City Council approval of the
Fifth Amendment to Development Agreement between the City of Dubuque and Weaver
Castle LLC for redevelopment of the property at 346-348 West Locust Street. Due to
delays in funding and financing, the Development Agreement has been amended
several times to provide additional time to complete the project. The Developer has
provided assurance that the project is now funded and ready to proceed. The Fifth
Amendment accommodates the new schedule.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
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 � 50 West 13th Street
All•AmericaCity Dubuque,lowa 52001-4864
U� � "A°NA"�`�M" Office(563)589-4393
1 I I�I TTY(563)690-6678
htt p://www.c ityofd u b u q u e.o rg
2007*2012*2013
Masterpiece on the Mississippi 2oi�*Zoi9
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Fifth Amendment to Development Agreement Between the City of
Dubuque and Weaver Castle LLC (346-348 W. Locust Street)
DATE: August 23, 2019
INTRODUCTION
This memorandum presents for review and approval the Fifth Amendment to
Development Agreement between the City of Dubuque and Weaver Castle LLC for
redevelopment of the property at 346-348 West Locust Street.
BACKGROUND
The City Council approved a Development Agreement with Weaver Castle LLC for the
redevelopment of 346-348 West Locust Street on August 21, 2013. The Agreement
calls for a capital investment of at least $400,000 and the creation of four (4) market
rate apartments.
DISCUSSION
Weaver Castle LLC has completed several residential projects in the Loras/W. Locust
area, adding quality residential units to this neighborhood.
Due to delays in funding and financing, the Development Agreement has been
amended several times to provide additional time to complete the project. Exterior
improvements to the property have already been undertaken, including roof, brick and
other work to ensure a sound building envelope and to protect the interior from damage
from the elements while waiting for the funds to be available for completion of the
project.
The Developer has provided assurance that the project is now funded and ready to
proceed. The Fifth Amendment has been drafted to accommodate the new schedule.
RECOMMENDATION/ ACTION STEP
Based on the need for quality, affordable housing in our downtown area, I recommend
approval of the attached resolution, authorizing the Mayor to sign the Fifth Amendment
to Development Agreement for the rehabilitation of 346-348 W Locust Street.
z
Prepared by Jill Connors, Economic Development, 50 W. 13th St., Dubuque, IA 52001, 563-589-4393
Return to Kevin Firnstahl, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 319-19
APPROVING THE FIFTH AMENDMENT TO THE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND WEAVER CASTLE, LLC
Whereas the City of Dubuque, Iowa (City) and Weaver Castle, LLC (Developer) entered
into a Development Agreement dated for reference purposes the 21st day of August, 2013
for the redevelopment of the property at 346-348 West Locust Street, which Development
Agreement required Developer to. complete certain Minimum Improvements described
therein; and
Whereas the First, Second, Third, and Fourth Amendments to Development Agreement
extended the substantial completion date for the Minimum Improvements; and
Whereas City and Developer now desire to amend the Development Agreement as set
forth in the Fifth Amendment to Development Agreement attached hereto.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The City Council hereby approves the Fifth Amendment to Development
Agreement.
Section 2. The Mayor is authorized and directed to sign the Fifth Amendment to
Development Agreement on behalf of the City of Dubuque.
Passed, approved and adopted this 3rd day of September 2019. A
%l i-
111
Roy D. Buol, Mayor
Attest:
Keyr'n S. Firnstahl, City Clerk
FIFTH AMENDMENT
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
WEAVER CASTLE LLC
This Fifth Amendment to Development Agreement, dated for reference purposes
their day of Werief,e7, 2019, is made and entered into by and between the City
of Dubuque, Iowa (tity) and Weaver Castle LLC (Developer).
Whereas City and Developer previously entered into a Development Agreement
dated the 21St day of August, 2013 (the Development Agreement) for the redevelopment
of the property at 346-348 West Locust Street which required Developer to complete
certain Minimum Improvements as described therein; and
Whereas the First, Second, Third, and Fourth Amendments to the Development
Agreement extended the substantial completion date for the Minimum Improvements to
June 30, 2019; and
Whereas substantial work on the property which is the subject of the Development
Agreement has been performed to date, but the Minimum Improvements required by the
Development Agreement are not yet complete; and
Whereas City and Developer desire to amend the Development Agreement as set
forth herein.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES THAT
THE DEVELOPMENT AGREEMENT IS AMENDED AS FOLLOWS:
1. Section 2.4 of the Development Agreement is hereby amended to read as
follows:
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 December 30, 2020. The time
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
082119baI
only for the period of such delay.
2. All other terms and conditions of the Development Agreement remain in full
force and effect.
CITY OF DUBUQUE, IOWA WEAVER CASTLE LLC
Attest:
B
By:
Roy D. ol, Mayor Gary Stelpflug, Manager
evin S. Firnstahl, City Clerk
F:\Users\tsteckle\Lindahl\Weaver Castle LLC 346-348 W Locust\Weaver Castle_5th Amendment to DA 346-3448 W Locust 082119bal.docx
2
l
�EUELOPMENTAGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
WEAVER CASTLE LLC
� THISDE�ELOPMENTAGREEMENT �Agreemenl) tlatetlforreferencepurposesthe
-�day of ;t� , , 2013 is made and entered into by antl hehveen lhe Clty of
Dubuque, lowa (City), and UUeaver Castle LLC (Developer�.
WHEREAS, City islhe owner o(the real estate locally known as 346 348 W. Locust
Sf. Dubuque, lowa and legally tlescribed as follows (the Propedy):
Lol 5 oi the Subdivision of Lots 10 and 11; the Southeasterly 26
feet 9 inches af Lot 12; the Northwesteriy 23 feet 3 inches af Lot
12, and the Southeasterly 8 feet 3 inches oi Lot 13, in D. N,
Cooley's Subdivision of Out Lots 667, 668 antl 669 to Dubuque, in
the Cityof Duhuque, lowa according to ihe recorded plats thereof
WHEREAS, ihe Propedy is located In the Greater powntown Urban Renewal Dlstrict
(the Districl� which has been so deslgnated by Clty Coun�il Resolution 271-12 as a slum
and blighted area (�he Project Area) definetl by lowa Code Chapter 403 (ihe Urban
Re�ewalLaw)', and
WHEREAS, Developer proposes ihe redevelapment of the three-story building
locafetl on ihe Property and will be ooerating the same during the term of this Agreement;
and
WHEREAS, Deueloper will make an additlonal capltal inuestment in builtling
improvements, and fiztures In the Property (the Project), and
WHEREAS, the Propedy is historically significant and it is in lhe City's best interest
to preserve the Property; and
WHEREAS, pursuantio lowa Code Section 403.6(1), and in conformance with the
Urban Re�ewal Plan for ihe Project Area adopted on May� 16, 1967 antl last ainended on
June 3, 2013, City has the authorify to enfer into contracts antl agreements to
implement the Urban Renewal Plan, as amendetl, and
WHEREAS, the Dubuque Cily Council 6elieves it is in the best interests of the City
to encourage Developer in ihe reha6ilifalion ot the Propedy by providing cedain incentives
as set forth herein.
NOW, THEREFORE, the pa�ies to �hls Developmenl Agreement, in consideration
of the promises, covenants and agreements made by each other, do hereby agree as
follows:
OSI313ba1
SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER
1.1 Purchase Price.
(1) ThepurchasepricefortheProperty (thePurchasePrice) shallbethesumof
One Dollar (�1.00) which shall be tlue antl payable by Developer in
immediately available funds in favor of City, on Augus121, 2013 or such
other date as the padies may mufually agree (fhe Closing Dafe).
(2j In defe�mining the (air value of ihe Proper�y for uses in acwrdance with the
Urban Renewal Plan, the Ciry has taken into account and given
consideration lothe uses provided in said Plan, the restrictions upon and ihe
covenants, conditions and o6ligations assumetl by the Developer in �his
Agreement, and the ohjectives of the Plan (or the prevention of the
recurrence o( blighted areas within the Dlstrict.
1 .7. TltletoBeDelivered Cltyagreestoconveygoodandmarketablefeesimpletitlein
the Property to Developer subjeet only to easements, restrictions, conditions and
covenants of record as of the Closing Date to the extent not objected to by Developer as
sel forth in this Agreement, antl to the condilions subsequent set forth in Section 5.3,
below:
(1) City, at its sole cost and ezpense, shell delPder to Developer within no fewer
than (14) days antl no more than thlrty (301 days a(ter the eaecutlon of this
Agreemeni, an abst�act of tltle to the Property reflecti�y merehantable title in Cily in
conformity with this Ag�eement and applicable state law, The abstract shall be
dellvered iogether with full copies of a�y antl all encumbrances and matters of
rewrd applicable to the Properly, and such abstract shall become the propedy of
Developer when ihe Purchase Price is paid in full in ihe aforesaid manner.
(2) Developer shall have until the Closing Dafe to render objeclions to title,
mduding any easements or other encumbrances not salisfactory to Developer, in
writing to Clry. Developer agrees, however, to review the Abstract promptly
following Developer's recelpt the Absfract and b promptly provide Clry wilh any
objections to title ideniified therein, Nothing he�ein shall be deemed to limit
Developer's righls to raise new fitle objections with respect to matters revealetl in
any subsequenf tltle ezaminatlons and surveys and which were nof identifled in the
Absiract provided by the Ciiy. City shall promptly ezercise its best effods to have
such title objections removed or satisfietl and shall ativise Developer of its Intended
action within ien {10) days of such action. If City shall fail to have such objecGons
removed as of the Closing Date, or any exte�sion ihereof consenietl fo by
Developer, Developer may, at its sole discretion, either(a) terminate this Agreement
without any liabilily on its part, and any sums previously paid lo City by Developer
(or paid into escrow (or City's bene(it) shall be returned to Developer with interest,
or (b) take title subject to such objectio�s. Ciiy agrees to use its besf
reasona6le effods to promptly satisfy any such objections.
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1.3 Riqhts of Inspection, Tes�inq and Review. Developer, Its counsel, accountants,
agents and other representatives, shall have full and continuing access to lhe Propedy and
all parfs thereof, upon reasonable notice lo City �eveloper and ils agents and
representafives shall also have ihe right to enter upon Propedy at any time after the
ezeculion and tlelivery hereof for any purpose whatsoever, including, but not limlted to,
inspecting, surveying, englneering, test boring, antl performing environmental tesis,
provided fhat �eveloper shall hold City harmless and fully indemnlfy City against any
damage, claim, liabilify or cause of action arising from or caused by ihe actions of
Developer, its agents, or representatives upon the Property (except foranydamage, claim,
liability or cause of action arising from contlifions existing prior to any such eniry upo� the
Propedy), and shall have the further righl to make such inquiries of governmental agencies
and utility companies, etc. and to make such feasibilify shidies and analyses as It oonsiders
appropriafe,
1 .4 Representations and Warranfies of Cify. In order to induce Developer to enter into
lhis Agreement, City hereby represents antl warrants to Dzveloper fha� to the best of City's
knowledge:
(1) CI(y has duly obtalnetl all necessary approvals and consents (or its
execution, delivery antl performance of ihis Agreement and that it has full power
and authority to execute, deliverand perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at the tlme of closing
confirming ihe representations contained herein, in ihe form attached hereto as
Ezhibit A.
(2) City shall ezercise its best effo�ts to cooperate with Developer in the
developmenf process.
(3) City shall ezercise ifs best efforts to resolve any disputes arising during the
tlevelopmenf process in a reasonable antl prompt fashion
(4) The execution and delivery of this Agreemenf, the consummaiion of the
tra�sactions contemplated hereby, antl the fultillment of or compliance �vith the
terms and conditions o( lhis Agreement are not prevented by, limited by, in canflict
with, o� result in a violation or breach of, the terms, conditions or provisions oi the
charter of Ciry, any evidence of i�debtedness, agreement or inslrument 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 proceetlings pending orthreatened 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 oi an adverse decision whlch could
materially aduersely affecf the financial position or operations o( Cily or which
affects ihe validity of ihe Agreement or City's abilityto perform its obligations untler
ihis Agreement.
3
(6) No ordlnance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvemenis or special taz levies, the
cost of which may be assessed against ihe Propedy. To the bes� of Cify's
knowletlge, there are no plans or effods by any governmenl agency lo widen,
modlfy, or re-align any streel or highway providing access to the Proper�y and there
a�e no pentling or intended public improvemenls or special assessments affecfing
the Property which will result in any charge or lien be levied or assessed against the
Propedy.
(7) The representafions and warranties co�lained in thls article shall be correct
in all respects on antl as of fhe Closi�g 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 ihe tlafe of this Agreemeni fhere has 6een prepared and approued by
City an Urban Renewal Plan for fhe Project Area consisting ot the Urban Renewal
Plan for ihe Greater powntown Urban Renewal Plan, most recently approuetl by
City Council of City on June 3, 2013, and as subsequenUy amended through and
including the date hereof, attached as Ezhibit E fthe Urban Renewal Plan). A copy
of ihe Urban Renewal Plan, as constituted on ihe date of this Agreement and in the
form atfached hereto. has been recorded among the land rewrds 'm the officeofthe
Rewrde� of Dubuque County, lowa.
(9) All leases, contracts, Ilcenses, and permits between Ciry and third parlies in
connection with the mainte�ance, antl use of the Property have been provided to
Developer and Ciry has providetl true antl correct copies of all such documents io
Developer.
(10) City has gootl antl marketable fee simple title interesl in the Propedy.
(11} Therearenonotiees, ortlers, sults, jutlgmenlsorotherproceedingsrelating
to fire, builtling, zoni�g, alr pollution, health violatlons or other matters that have not
been correctetl. Cily has notified Developer in writing of any past notices, ortlers,
sulls, jutlgments or olher proceedings relating to fi�e, bullding, zoning, air pollution
or health violations as ihey relate to the Propedy o� which it has actual notice. The
Property is in maferial campliance with all applicable zoning, fire, building, and
healih statutes, ordinances, and regulations. The Property is currently zoned R-4
MuItlple�Family Residentlal
(12) Paymenl has 6een made for all labor or materials Ihaf have heen furnished
to the Propedy or will 6e matle prior to the Closing Date so that no lien for labor
performed or materials furnlshetl can be assened against the Property
(13) The Properfy will, as of the Closing Date, be free and clear of all liens,
security interesis, and encumbrances
(147 ThePropedyisfreeandclearofanyoccupanis, andnopartyhasaleaseto
or other occupancy or contract right in the Prope�ty that shall in any way be binding
upon the Properfy ar Developer.
4
(15) Cityrepresentsantlwar�antsthatanyfeesorothercompensationwhlchmay
be owed to a broker engaged directly or indirectly by City in connection with the
purchase and sale contempla�ed in this Agreemert are the sole responsibilily antl
obllgation of City antl fhat Cily will indemnify Developer and holtl Developer
harmless from any antl all claims asser�ed by any broker engaged directly or
indirectly by City for anyfees orother compensation related to the subject matter of
this AgreemeM.
(16) All city utilitles necessary (or the development and use of ihe Propetly for
residential use adjoin the Property and Developer shall have the right to connect to
saitl utilities, subjecf to City's connection fees,
1.5 RepresenfationsandWarrantiesofDeveloper, TheDevelopermakesihefollowing
represenfatlons and warranties:
(1) Developer is a limi!ed liabiliry company duPy organized and valitlly existi�g
underthe laws of ihe 5tate of lowa, antl has all requisite powerand authorityto otvn
and operate Its properties, to carry on its business as now conducfed and as
presently proposed to be conducted, and to enter into and perform its obligations
under this Agreement
(2) This Agreement has been duly au�horizetl, ezecutetl and delivered by
�eveloperand, assuming due authorizatlon, execution and delivery byCily, is in full
force and effect and is a valld and legally binding insirument of Developer
enforceable in acwrdance with its lerms, except as the same may be limited by
bankrupfcy, insolvency, reorganization or other laws relating io or aflecting creditors'
rights generally. �eveloper's counsel shall issue a legal opinion to City, at the time
of closing, confirming 1he representations contained herein, in lhe (orm attaehed
hereto as Exhibit B,
(3) The ezeculion and delivery of lhis Agreemenf, the consummation of lhe
lransactions eontemplated hereby, antl the fulfillment of or compliance with lhe
terms and conditions of thls Agreement are not prevented by, limited by, in con(lict
with, or result in a violation or breach of, the terms, conditlons or provisions of the
artieles of incorporation or the bylaws of Developer or a�y co�tractual restriction,
evidenee of indeb�edness, agreement or Inslrument of whatever nature to which
Developer is now a pady or by whlch if or its property is bountl, or constitute a
default untler any of the foregoing,
(4) There are no actions, suits or proceedings pending orthrealened against or
affecting Developer In any court or heiore any arbitrator or before or by a�y
govemmental body i� which there is a reasonable possibilify o(an aduerse decision
which could materially adversely affect the business, financial position or resulf of
operations of Developer or which affects the valitlily of the Agreemeni or
Developer's abillty to perform its obligatlons under ihis Agreement
5
(5) �eveloper will perform its obligations unde• this Agreement in accortlance
with ihe material terms of ihis Agreement, ihe Urban Renewal Plan antl all local,
state and federal lavas and regulations.
(6) Developer will use Its besl efforis lo obtain, or cause to be obtained, in a
timely manner, all material requirements of all applicable local, state, and federal
laws and regulations whlch must be o6falned or mzt.
(7) Developer has firm commitments for permanenf financing forthe Project in
an amount suificient, together with equify commitmenis, ro successfully complefe
the requirements of this Agreement and shall provide evidence thereof to City prior
to the Closing Date,
1.6 Closinq. The closing shall take place on fhe Closing Date which shall pe ihe 21st
day of August, 2013, or such other date as the parties shall agree in writing but in no
event shall the Closing Date be later ihan the 31s� day of October, 2013.
Consummation of the closing shall be deemed an agreement of the parties to this
Agreementihatfhe condltions of closing shall have been satisfled or waived.
1.7 Conditions to Closinq. The dosing of tne transaction conlemplated by ihis
Agreement and all fhe obligations of Developer untler this Agreemenl are subject to
fulfillment, on or before the Closiog Date, of ihe following contlltions:
(1) The representations and warranties made by City in 5ection 1.4 shall be
correct as of ihe Closing Date wilh the same force and effec� as if such
representations were made at such time. At the closing, City shall deliver a
certificate to ihat effect in the form of Ezhlbi� C.
(2) DevelopershallhavetherighttoterminatethlsAgreementatanytlmeprior
to the consummation of the closing on the Closing Date if Developer determines in
iis sole tliscretion thal condifions necessary for the success(ul completion of the
Projecf contemplatetl herein have nof been satisfied in �eveloper's sole discretion.
Upo� the giving of notice of termination by Developer to City, this Agreement shall
be tleemetl null antl voitl.
(3) Developer and City shall be in material compliance wilh all ihe terms and
provisions af this Agreement.
(4) Developer shall haue furnished Cily with evidence, in a form satisfactory to
City (such as a letfer of commitment from a bank or other lending institutlon), that
Developer has firm financial commitments in an amounf sufficient, together with
equily commitmen�s, to complefe �he Minimum Improvemenis (as defined hereinJ in
conformance with lhe Construcfion Plans (as tlefined herein), or Ciry shall have
receivetl such other evidence ot Developer's financial ability as City in its
reasonablejutlgment Cityrequires.
(5) Developer's counsel shall issue a legal opinion to Clty confirming lhe
6
representations contained he�eln in the form atlacned hereto as Exhibit B.
(6) Title to the Properiy shall be in ihe condiiion wa�rantetl in Section 1.4.
(7j Developer, In its sole and absolute discretion, having completed and
approved of any inspedions done by Developer hereunder.
(S� Developer havi�g obtained any antl all necessary governmental approvals
which mighf be necessary or desirable in connection with the sale, iransfer a�d
developmentof the Property. Any contlitions imposed as a pad of thezoning must
besafisfactorytoDeveloper, initssoleopinion. Cilyshallcooperatewith6eveloper
in attempting to obfa'm any such approvals antl shall execute any documenis
necessary forthis purpose, provided ihat City shall bear no ezpense in connection
therewifh. In connection therewith, the Ciry agrees (a) to review all of Developer's
plans and specifications forthe projecl antl to either reject or approve the same in a
prompf and timely fashion, (b) !o issue a written nofificalion to Developer, fiollowing
City's approval of same, intlicating that the Clfy has approued such plans and
specifications, and thaf the same are in compllance with the Urban Renewal Plan,
this Agreeme�t and any other ap�llcable City or affillated agency requirements, with
ihe understantling lhat Developer and ils lenders shall have fhe right to rely upon
the same in proceeding with the project, (c) to identify in writing within ten (10)
working days of submission of sald plans and speci!ications, any and all permits,
approvals 2nd consenis that are legally required for the acquisitio� of lhe Propedy
by Developer, and the conslruction, use and occupancy of the project with ihe infent
and understantling that Developer and its lenders and attorneys will relyupon same
in establishing theirr agreemeni and time frames for construction, use antl
occupa�cy, lending on the projecf and issuing legal opinions in connecfion
therewith; and (d) to cooperate fully with Developer to slreamline and facilitate ihe
obtaining of such permiis, approvals and consents.
(91 Ciry having given and completed all required notice to or p�ior approval,
consent or permission of any fetleral, state, munialpal or looal governmenfal agency,
body, board or official to ihe sale of ihe Properfy,
18 Citv's Obliqations ai Closinq, At or prior fo the Closing Date, City shall:
(1) Deliuer to Developer City's duly reco�dable Speclal Warranty Deed io the
Property (in the form altached hereto as Exhib� K (�eed) and appropriate
resolulions of the City Council conveying to Develeper marketable fee simple title to
ihe Propedy and all rights appudenant thereto, subject only to easements,
resirictlons, contlltio�s and covenanis of recortl as ot the date hereof a�d �ot
objecfed to by Developer as set forlh in this Agreement, and to the conditions
subsequent set for�h in Section 5.3 below.
(2) Deliverto Developer the Abstract of Ti11e to the Property.
7
(3) Deliver to Developer such olher documenis as may be requiretl by this
Agreement, all in a form satisfactory to Developer.
1 .9 Delivery of Purchase Price; Oblipations At Closino At dosing, antl subject fo the
terms, contlitions, antl provisions hereof antl the pedormance by Clly of ils obligalions as
set forlh herein, Developer shall pay the Purchase Price to City pursuant to Section 1.1
hereof, but subjecc ro Developer receiving an offseuing credit pursuant to 5ection 3.1
below.
1 .10 Closinp Costs, The following cosis and expenses shall be paid in connectio� with
the closing:
(1J City shall pay:
(a) The transfer fee, if a�y, imposed on the conveyance.
(6) A pro-rata porfion of all tazes, if any, as prouided in Section 1.10.
(c) All speclal assessments, If any, whether levietl, pending or assessed.
(d) Cily's atlorney's (ees, if any.
(e) City's broker andlor real esfafe commissions and fees, if any.
(f} The cost of recording the satlsfaction of any ezisting morigage and
any other document necessary lo make tltle marketable.
(2} Developer shall pay ihe following costs in connection with the closi�g:
(a) The rewrding fee necessary to record the Deetl
(b) Developer's altorney's fees
(c) Developer's broker andlor real estale commissions and fees, if any,
(d) A pro-rata portion of all tazes as provided in Section 1 ,10.
1 .11 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years lhat end
prior fo the Closing Date. Real estate tazes for the fiscal year in which the Closing Date
occurs shall be prorated between City and Developer to the Closing Date on ihe basis ot a
365�daycalendaryear, Developershallpayorcausetobepaitlallrealestatetaxesduein
subsequent fiscal years, Any prorali�n of real estate taxes on the Propedy shall be based
upon such taues for the year currently payable.
SECTION 2, DEVELOPMENT ACTIVITIES
B
2.1 Required Minimum Improvements. Developerwill make a capital investment of not
less than Five Hundred Thousand Dollars ($500,000.00) to Improve the Properfy (the
Minimum Improvements) The Minimum Improvemenls include creating 5 apartments for
market-rale rental using Historic Taz Credlis.
22 [This sectlon intentionally le(t blank]
2.3 Plans for Construction of Mlnimum Improvemenls Plans and specifications with
respect to the development of ihe Propedy and ihe consirucflon of the Minimum
Improvements fhereon (Ihe Consiruction Plans) shall be in conformilywith Urban Renewal
Plan, lhis Agreement, and all applicable state and local laws and regulations, including but
not limited lo any covenants, contlitions, resfrictions, reservations, easements, liens and
charges, �ecorded in the records of Duhuque Counfy, lowa, Developer shall submit to Ciry,
forapproval by Ciry, plans, drawings, specifications, and related tlocumen(s with respectto
the impravements to be constructed by Developer on the Propedy. All work wifh resp2ct to
the Minimum Improvements shall be in substan�ial conformilywilh the Construction Plans
approved by City.
24 Timinq of Improvemenls. Developer hereby agrees that consirudlon of lhe
Minimum Improvemenis on the Properiy shall be commenced withln one hundred iwenty
(120) days after the Closing Date, and shall be substantially completed by December 31 ,
2014 The time for the performance of these obligations shall be suspended tlue to
unavoitlable tlelays meaning delays, outside the wnirol o(ihe party claiming ifs occurrence
in good faith, which are the direct resultof sfrikes, other laborhoubles, unusual shortages
of materials or la6or, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Mlnimum Improvements, litigation comm?nced by ihird parties which, by
injunction or other simllarjudicial action or by the ezercise of reasonable discretion directly
residts in delays, or acts of any fetleral, state or local govemment which directly result in
e��aortlinary delays. The time for performance of such obligations shall be eztended only
for ihe period of such delay.
2.5 Cediflcate of Completion. Promptly following the request of Developer upon
completion of ihe Minimum Improvements, City shall furnish Developerwith an appropriate
instrument so cerii(yi�g. Such cerliflcation (the Cedificate of Completion) shall be in form
attached as Ezhlbif J and shall 6e a conclusive determination of the satisfadion of
Developer's abligations fo make the Minimum Improvements untler this Agreement and
completion of ihe Minimum Improvemenls by Developer as required by this Agreement
2 6 Developer's Lender's Cure Riqhfs, The parties agree �hat, if Developer shall fail to
complete the Minimum Improvements as requlred by ihis Agreement such that re-vestmenf
of title may occur (or such ihal the City wo�dd have the option of ezercising Its re-vesimen�
rights), then Developer's lender shall have fhe right, bul not the obligatlon, to complete
such Minimum Improvements.
SECTION 3. CITY PARTICIPATION
9
3.1 Financial Incentives, The financial incentives set forth in ihis Section 3 are full and
complete and cannot be motlifietl ezcept 6y amendment ro this Agreement. City is under
no obligation to approve any such amentlment.
32 Downtown Housinq Incentive.
(1� City agrees lo provide to Developer on ihe terms and conditions set forth in
the Downtown Housing Incenfive Program aflached hereto as Exhibit F, a grant in
the amount of Fiffy Thousand Dollars ($60,0�0.00'� {the Gran�)-
(2) Granf funds will not be disbursed to Developer until City has Issuetl a
Cedificate of Occupancy for fhe Project. The Grant shali be paid i� Te� Thousand
Dollar ($10,000.�0) payments (or each aparlment that receives a Cedificate of
Occupancy up to a inaximum of five apadinents. Prior to ihe tlisbursement of any
funds, Developer shall provide evidence satisfacfory to City ihat the Minimum
Improvements have been completed in acwrdance with the Plans antl other
documentation submittetl to City with �he Downtown Housing Assistance
application.
3.3 The Property is located in the Jackso� Park Historic Preservation Disirict antl ihe
Jackson Park Urban Revitallzatlon Dlsinc( and �eveloper is eligible (or property taz
abatemenis on the Minimum Improvements for a period of up to 10 years. Developer must
apply for such abatement by february 151 of the assessment year for which the abatement
is first clalmed, but not laterthan the year in which all the f�linimum Improvements are first
assessed for taxation.
The application for abatement must contain, at a minimum, ihe following:
a) The nature of the Minlmum Improuements;
b) The cost of the Minimum Improvement;
c) The actual or estimated dale of completion; and
d) The ezemption opfion to 6e applied.
3.4 Plannina and Desiqn GranL Cify ayrees to provide a mafching (1:1) grant not to
eaceed ten thousand dollars ($1D,000) to reimburse Developer for documenfed
predevelopment cosfs, archifectural and engineering fees and othe� aufhorized soft costs
associated with the reha6ilitafion of ihe Properfy on the terms and conditlons se1 forth in
Exhibit G Prior fo the release of any grant funtls, Clty must delermine to ifs saGsfaction
that ihe Project is substantially complefe and meets ihe conditions of fhls Agreemenl.
3.5 FaCatle Grant Clty agrees to provide a matchlm� (i:1) grant not to exceed �en
thousand dollars ($1D,900) to relmburse Developer for documented costs for front or rear
fa�ade renouations to the Propedy to eliminate inappropriate adtlitions or alterations and to
restore the fa�ade to its historic appearance, or to rehabilitate the fa�ade to 'mclude new
windows, paint, signage, avdnings, etc, to improve the overall appearance ofthe Propedy,
and ihe eosls of landscaping or screening with fencing or retaining ovalls If such
lantlscapingorscreening improvesthePropertyadjaceniloihepublicright-of-tvay, onthe
terms antl contlitions set forih in Exhlbit H.
10
3.6 Financial Consultant Grant. Cify agrees to provide a grant not to exceed fifteen
thousand dollars ($15,�00) to reimburse Developerfordocumented wsts related to hiring
a financial consultanl to evaluate the ProjecCs feasibility on the terms and condltlons are
further set fodh In Exhlhit I. Such (unds will be disbursed only on complelion of ihe
Minimum Improvements, documentation of wsts and an inspection of the completed
Project ai a rate o( $.50 for each $100 of costs incurred
3.Z Writfen requests for paymeni of grant (unds must be submitled to the Economic
Development Department together vaith all required documentation
SECTION 4. COVENANTS OF DEVELOPER
4.1 The Mlnimum Improvements shall conform to the U.S Secretary of the Interio�s
5landartls for Rehabilifation.
41 �This section intentionally left blank.�
4.3 BooksandRecords DuringlhetermofthlsAgreemenl, Developershallkeepatall
times and make available lo Clty upon reasonable request proper books of record and
account in which full, true and wrrect eniries evill be made of all dealings and transaclions
of or i� relatlon to the busi�ess and affairs of Developer in aeeortlance with generally
accepted acco�mting principles consistently applled ihroughouf the period inuolved, a�d
Developer shall provide reasonable protection against loss or damage to such books of
racord a�d account.
4.4 Real Proper�v Taxes. Deueloper shall pay or cause to be paid, when due, all real
properfy tazes antl assessments payable with respect to all and any par�s of the Properly
unless Developer's ohligations have been assumed by anolher person pursuant to fhe
provisions of this AgreemenL
4.5 �This section intenfionally reserved]
4.6 Insurance Requirements.
(1) �eveloper shall provide and maintain or cause to be maintalned at all times
during the process of constructing ihe Mlnimum Improvemenis and at its sole cost
and expense builder's risk insuranee, written on a Completed Value Form in an
amount equal to one hundred percent (1004%) of the building (including Mlnimum
Improvements) replacement value when constructlon is completed Coverage shall
include the "special perils" form and developer shall fumish Clty with proof of
insurance in the form of a cedificate of insurance.
(2) Upo� completionofconstructlonofiheMinimumlmprovemenisanduptothe
Terminatio� Date, Developer shall malntain, or cause to be maintained, af its cosl
and expense property insurance against loss andlor damage to the building
(including the Minimum Improvemenls} under an insurance policy written with the
11
"special perils" form and In an amouni not less than the full insurable replacement
value of the building (including ihe Mi�imum Imorovemenis). Developer shall
fumish lo Cily proof of insurance in the form of a czdlficate of insurance
(3} Theterm "replacementualue" shallmeantheactualreplacementcostoithe
building with Minimum Improvements (excluding fountlation antl ezcauation cosfs
and cosis of underground flues, pipes, dralns antl other uninsurable Ifems) antl
equipment, and shall be reasonably determined (rom lime to time at ihe request of
City, but not more frequently than once every three (3) years.
(4) Developer shall notify City immediatzly in fhe case of damage ezceeding
$50,000 in amount to, or deslrucfion of, ihe Minim�m Improvemenis or any portlon
ihereof resulting from fire or other casualty. Ne! proceeds of any such insurance
(Net Proceeds), shall be paid directly to Developer as ils inferests may appear, a�d
Developer shall fodhwith repair, rewnshuct and reslore the Minimum Improvzmenis
to substantially the same or an improvetl condition or value as they ezisted prior to
ihe event causing such damage and, to ihe estent necessary to accomplish such
repair, reconstructlon and resforatlon, Developer shall apply ihe Net Proceeds of
any insurance relating to such damage recelved by Developer to the payment or
relmbursement of the costs thereof, subject, however, to the lerms of any modgage
encumbering title lo the Properly (as its interesis may appear). Developer shall
complete ihe repair, reconstruclion and �estoration of Mlnimum Improvements
whether or not the Net Proceeds of insurance received by Developer for such
purposes are sufficient
4.7 Preseruafion of ProperfV• Ouring the term of tF�is Agreement, Developer shall
maintain, preserve antl keep, or eause others to malntain, preserve and keep, fhe
Minimum Improvements in good repair antl working order, ordinary wear and fear
accepted, and from time to time shall make all necessary repairs, replacemenis, re�ewals
antl atlditions,
4.8 Non-Discrimination. In carrying oui the project, Developer shall not discriminate
against any employee or applicanf fo� employment because of race, religion, color, seu,
sexual orientation, gender idenfity, national origin, age or disability,
4.B Conflictoilnterest Developeragreesthat �omember, officeroremployeeofCity,
or its designees or agenfs, nor any co�sullanl or memher of the governing body of Ci�y,
and �o other public official of City who exercises or has exercised any functions or
responsibililies with respect to the project during his or her tenu�e, or who is in a position to
participate In a declsion-making process or gain insider information wiih regartl lo fhe
projed, shall have any interest, direct or indirect, In any contracf or subcontract, or rhe
proceeds thereof, for work to be performed in connection �vith the project, or in any adivity,
or beneflt ihere(rom, which Is parl of ihls project at any time during or after such person's
tenure, In conneclion with this obligation, Developer shall have 1he righf to rely upon �he
represen�afions o( any party wilh whom i� does business and shall not be obligated to
perform any further euamination into such pady's backgrountl.
12
4,10 Non-Transferabilitv. Untll such time as the Minimum Improvements are complete
�as certlfied by City under Section 2.5), this Agreement may nol be assigned by Developer
nor may the Properly be transferred by Developer to another party. Therea(ter, with the
prior written consenf of City, which shall not be unreasonably withheld, Developer shall
have the right io assign fhls Agreement, antl upon assumption of the Agreement by the
assignee, Developer shall no longer be responsible for its obligations under this
Agreement.
4.11 No change in Tax Classificatlon, Developer agrees ihat it will not lake any action
to change, or othenvise allow, ihe classification of ihe Property for property taz
purposes to become other than commercial prope�ly antl to be tazed as such under
lowa law This restriction shall terminate upon the �erminafion of thls Agreement.
Developer may have the Propedy reclassified in the evenf ihe State of lowa laws
are motlilied to allow a building containing fourapadments withln one building to be
classified as residential for properfy tax purposes.
412 Resfriclions on Use Developer agrees for Ilself, antl its successors and assigns,
and every successor in interest �o fhe Properfy or any pad ihereof, for lhe duralion of thls
Agreement, that fhey, and iheir respective successors antl asslgns, shall�,
(1) Devote the Properly to, and only to ana in accordance wilh, the uses
specified In fhe Urban Renewal Plan (and Clty represents and agrees lhat use of
the Property as a restaurant and upper-story housing, is In full compliance with the
Urban Renewal Plan) (however, Developer shall nof have any Ilablllty fo City to the
eatent that a successor In interest shall breach ihis covenant and Cily shall seek
enforcement of ihis covenant direc�ly against the party In breaeh of same); antl
(2) Not dlscriminate upon the basis of race, rellgion, color, sez, seaual
orientation, national origin, age or disability in the sale, lease, �ental, use or
occupancy of the Propedy or any improvements erectetl or to be erected thereon, or
any pad thereof (however, Developer shall not have any liability to Cityto the e�tent
that a successor in inferest shall breach this covenant antl Ciry shall seek
enforcement of this covenant dlrectly against the pady in breach of same�.
4.13 Compliance with Laws. Developer shall wmplywith all laws, rules and regulatio�s
relating to its buslnesses, othertha� laws, rules and regu a�lons the failure to complywith
or the sancGons and penal�ies resulting lherefrom, woultl not have a material aduerse
effect on the business, prope�y, operations, financial or othen��ise, of Developer.
SECTION 5. EVENTS OF DEFAULT AND REMEDIES
51 Events oi �efault Definetl. The following shall be Events of Default under this
Agreement and ihe term Euent of Default shall mean, �vhenever it is used in this
Agreement, any one or more of the following events,
13
(1) Fallure by Developer to pay or cause to be paid, before delinquency, all
real property tazes assessed with respect to the Minimum Improvemen�s
and the Property
(2j Failure by �eveloper to cause the constructlon of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditlons
and limitatlons of this Agreement
(3) Transier 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
(4j Failure by Developerto substantially observe or perform any olher material
covenant, condilion, obligation or agreement on its pad to be observed or performed
under this Agreement.
52. Remedies on Oefault bv Developer. Whenever any Evenf of Default referred to in
Secfion S.1 ofthis Agreeme�t occurs and is continuing, C ry, as specified below, may �ake
any one or more of the following actions after ihe giving of wriften notice by City to
Developer (antl the holder of any mortgage encumbering any interest in the Property of
which Clty has been notlfied of In writing) of the Event of Default but only if the Event of
�efault has not been cured within sizfy (6�) days following such notice, or i( the Event of
Default cannot be cured withln sixty (60) days and Developer does not provide assurances
to Clty that the Event of Defaull will be cured as soon as reasooably possib!e ihereafter�
(1� Cily may suspend its per(ormance under this Agreement unfil il receives
assurances from the Developer deemed adequate 6y City, that 1he Developer will
cure its defaull and continue its performance under this Agreement;
(2) Unlil the Closing Date, Ci1y may cancel and rescind this Agreement,
�3) Un1il issuance of the Certificate of Completion, Cily shall be entitled to
recover from Developer the sum of all amounfs expended by City i� connection with
ihe funding of Ihe Downtown Rehab LoanlGrant antl Economic Development Grant
10 Developer and Cily may take any action, inclutling any legal aclion it deems
necessary, to recover such amounis irom the Developer,
(4J Cify may withhold ihe Certlficate of Compleflon, or
(5J Clty maytake a�y actlon, including legal, equltable or adminislratlue aetion,
which may appear necessary or tlesirable to collect any payments due under this
Agreement or to enforce performance antl o6servance of any obligation,
agreement, or covenanl under thls Agreement.
5.3 Re-vestinq Title In Citv Upon Happening of Event Subsequent lo Conuevance to
Develooer. In the event fhai, subsequent lo oonveyance of 1he Property to Developer by
City, and prior to receipf by �eveloper of ihe Certlficate of Complelion, but subject to the
14
terms of ihe modgage gra�ted by Developer to secure a loan obtained by Developer irom
a commercial lentler or other financial institution to fund the acquisition of Proper�y or
construction of the Mlnlmum Improvements on Developer's Propedy (First Mortgage), an
Event of Default under 5ection 5.1 of this Agreement occurs and is nol cured within the
iimes speci(ietl in 5edion 5.2, then City shall have �he right to re-enter and take
possession of ihe Property and any porfion of the Pdinimum Improvements lhereon and to
terminale (and re-vesf in City pursuant to the provislons of this Section 5,3 subject only to
any superior righis in any holder of the First Morlgage) the estate conveyetl by City to
Developer, it being the intent of thls provision, together vdith other provisions of this
Agreement, that the conveyance of the Propedy fo Developer shall be made upon the
co�dition that (antl the Deed shall wntaln a oondition subsequent to the effeat ihat), In the
event of default under 5ection 5.1 on the pad of Developer and failure on the pad of
Developerto cure such tlefaulf within the period and in the mannerstafed herein, City may
declare a termination in favorof Clty of fhe tiile and of all Developer's rights and interesls in
antl to Prope�ty conveyed lo �eveloper, and that such title and all rights antl interests of
Developer, and any assigns or successors in interesfs of Developer, and any assigns or
successors in inferest to and in Property, shall revert fo City (subjec� lo the provisions of
5ection 5,3 of this Agreement), but only if ihe evenis statetl in Seclion 5,1 of ihis
Agreement have nol been cured within ihe time period provided above, or, If ihe events
cannol be curetl within such time periods, Developer do nof provide assurance to City,
reasonably satisfactory to Clfy, that the evenis will be curetl as soon as reasonably
possible. Notwithsta�ding the foregoing, however, City agrees fo ezecute a Subordination
Agreement in (auor of Developer's first morigage lende�, i� a form reasonably acceptable
10 City antl to Developer's first morigage lentler.
5 4 Resale of Reacquired Prouerlv Disposition of Proceeds. Upon fhe re�vesting i� City
of title to the Properfy as provided in Section 5,3 oHhis Agreement, Cify shall, pursuantto
its responsibility under law, use ifs best efforts, subject to any rights or interesis In such
propedy or resale grantetl �o a�y holder of a First Mortgage, to resell the Properiy or par�
thereof as soon antl In such manner as Cify shall flntl feaslble and consistent with the
objectives of such law and of 1he Urban Renewal Plan to a qualified and responsible party
or padies (as tletermined by Cify in its sole discretlonl who will assume �he obligation of
making or completing the 1�9inimum Improvements or such other improvements in lheir
sfeatl as shall be satlsfactory to City and in accordance with lhe uses specified for such the
Propedy or pari ihereof In ihe Urban Renewal Plan. Subject 10 any righis or interests in
such property or proceetls granted to any holtler of a First Mortgage upon such resale of
the Property ihe proceeds thereof shall be applietl,
(1) Firsl, to pay and discharge the First Mortgage,
(2) Second, to pay the prinr,ipal antl iolerest on mor�gage(s) created on ihe
Property, or any portion thereof, or any improvemenis thereon, previously
acquiesced in by City pursuant to lhis Agreement. If more ihan one mortgage on
ihe Property, or any portion thereof, or any improvements thereon, has been
previously acquiesced in by Cify pursuaM to this Agreement and insufflcient
proceetls of the resale exist to pay ihe pri�cipal of, a�d inferest on, each such
mortgage in full, ihen such proceeds of the resale as are available shall be used to
15
pay the principal of antl interest on each such mortgage in their order of priorily,
or by mutual agreement of all contentling parties, inclutling Developer, or by
operatlon of law;
(3) Third, to reimburse Cityforall allocable costs and ezpenses incurred byCity,
including but not limited to salaries of personnel. in connectlon with the recapture,
management and resale of the Propedy or pa� ihereof(but less any income derived
by Ci�yrrom lhe Propedy or parf thereof in connection with such managemen��; any
paymenis matle or necessary to be made to discharge any encumbrances or Ilens
(except for modgage�s) previously acquiescetl In hy the Clly) eaisting on the
Property or pa�t thereof at the lime o( re-vesting of title thereto in City or to
discharge or prevent from altaching or being made any subsequent encumbrances
or liens due lo obligations, default or acts of Developer, its successors or
transferees (exoept with respecf to such morigage(s�), any ezpentlltures matle or
obligations incurred with respecl to Ihe making or completion of the Minimum
Improvements or any pad thereof on the Property or parl thereoi, and any amounts
othenvise owing to City (induding water and sewer charges) by Developer and Its
successors or transferees; ai�d
(4) Fourth, to reimburse Developer and Employer up to the amount equal to (1)
the sum of the Purchase Price paid ro Ciry for ihe Property and the cash actually
Investetl by such party in making any of the fulinimum Improveinents on ihe
Property, less (2) any gains or income withdrawn or made by Developer or
Employer from this Agreement orihe Propedy.
5.5 No Remedv Ezclusive. No remedy herein conferretl upon or reserved fo City is
intended to be exclusive of any other available remetly or remetlies, but each and every
such remedy shall be cumulative and shall be in atldition to every other remetly given
under this Agreement or now or hereafler ezisting at law or in equlty or by statute, No
delay or omission to ezercise any right or power accruing upon any de(ault shaV Impair any
such righf or power or shall be construetl fo be a walver ihereof, but any such right and
power may he exercised (rom lime to time and as often as may be deemed expedient
6.6 NolmpliedWalver, Intheeventanyagreementoontainedin �hisAgreemenishould
be breached by any party and thereafter waiuetl by any other party, such waiver shall be
limited to the padicular breach so waived and shall not be deemed lo walve any other
concurrent, previous or subsequent breach hereuntler.
67 AqreementtoPavAttornevs' FeesandExpenses, Ifanyactionatlaworinequity,
inclutling an action for declaratory relief or arbitralion, is brought to enforce or interpret ihe
provisions of ihis Agreement, the prevailing pariy shall be entitled to recover reasonable
attomeys' fees and costs of litigation from the other pady. Such fees and costs of liiiga�lon
may be set by the court in the trial of such action or by the ar6itrator, as the case may be,
or may be enforcetl in a separate action brought (orthat purpose. Such fees and costs of
litigation shall be in atldilion to any ather relief ihat may be awartled.
16
5.8 Remedies on Default bv Cilv. If City tlefaulis in the performance o( this
Agreement, Developer may take any aciion, including legal, equitable or administratiUe
action that may appear necessary or deslrable to collec: any paymenis tlue untler this
Agreement, lo recover ezpenses o( Developer, or to enforce performance and
observance of any obligation: agreement, or wvenant of City untler ihis Agreement.
Developer may suspentl their pedormance under this Agreement until they receive
assurances from City, deemetl atlequate by Developer, that City will cure its default and
continue its performance under lhis Agreement.
SECTION 6. GENERAL TERMS AND PROVISIONS
6.1 NoflcesandDemands. WheneverthisAgreemenfrequiresorpermitsanynoticeor
written request by one party to another, it shall be deemed lo have been properly given i(
antl when delivered in person or three (3) business days after having been deposiled in
any U.S, Posfal Service and sent by regisfered or certified mail, posfage prepaid,
addressed as follows
IitoDeveloper: WeaverCaslle, LLC
Aftn: Danielle Stelpflug
7693 Pigeon Rlver Road
Lancaster, WI 53813
With copy to: �rake Law Firm, P.0
Rlnt Drake
2254 Fli�l Hill Dr
�ubuque, IA 52003
If to City: City Manager
50 W. 13ih Street
Dubuque, lowa 52001
Phone: (563) 589-4110
Faz (563) 589-4149
Withcopyto; CltyAttorney
City Hall
50 W. 13°i Street
Dubuque IA 52001
or at such olher address with respec� to either party as fhat pa�y may, (rom time to time
tlesignate in writing and foM�artl to the oiher as provitled i� lhis Section
6.2 Binding EffecL This Agreemenf shall be binding u�•on and shall inure to Ihe benefit
of City and Developer and their respective successors antl assigns.
6.3 Terminalion Date Thls Agreement and the righis and obligatio�s of the padies
hereunder shall ferminate on December 31, 2023 Qhe Terminafion Daie}
17
6.4. EzecutionBvFacsimile. ThepartiesagreelhatlhisAgreementmaybetransmitted
between them by facsimile machine, The pariies intentl ihat the fazed signatures
constilute original signatu�es and that a faxed Agreement containing the signatures
(origlnal or faued) of all 1he parties is binding on the pa�ties,
fi.5 Memorandum oi Dzvelopment Agreement. Developer shall promptly record a
Memorandum of Development Agreement in the torm attached hereto as Ezhibit D in fhe
office of ihe Recorder of �ubuque County, lowa. Developer shall pay the costs for so
recording.
IN WITNESS WHEREOF, City has caused this Agreementto be duly executed in its
name and behalf by its Mayor and attestetl to by its City Clerk and Developer has causetl
ihis Agreement to be duly ezecuted on or as of ihe (irst above written.
CITY OF DU9UQUE, IOWA WEAVER CASTLE LLC
By � �, . BY
Roy D. Buol Danielle Stelpflug, Manager
Mayor
A�test / �
„
Kevin S;fimstahl
Ciry Clerk
18
6.4. ExecutionBuFacsimile. Thepa�iiesagreethatthisAgreemenfmaybetransmihetl
between them by facsimile machine. The parties iniend that ihe faKed signatures
constifute original signatures and thaf a faHetl Agreement containing the signatures
(original or fazed) of all the padies is bintling on Ihe padies.
6.5 Memorandum of �evelopmenf Apreement. Developer shall promptly record a
Memorandum of Development Agreement in the form aftached herefo as Exhibif D in the
office of the Recortler of �ubuque County, lowa. Developer shall pay ihe costs for so
recording.
IN WITNESS WHEREOF, Clty has caused this Agreement to be duly ezecuted in its
name and behalf by its Mayor antl attestetl to by its City Clerk and Developer has caused
this Agreement lo be duly execufed on or as of the f rst above writfen.
GTY OF DUBUQUE, IOWA WEAVER CASTLE LLC
B By '� � ���i� � —
Y
Roy D. Buol Qanielle tat�tug, Manager
Mayor `�oh�� ,
Attesf:
Kevin S. Firnstahl
CNy Clerk
18
(City Seal)
STATE OF IOWA )
) 55
COUNTY OF �UBUQUE )
On ihis � day of i,,;', '� ;� 20"=; before me the undersigned, a Notary
Public in and forthe said CoGnfyand Stafe, personally appearetl Roy D, Buol and Kevin 5.
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, lowa, a municipal corporation
executing the insirument to which ihis is a�tachetl�, ihal the seal af(izetl hereto is the seal of
said municipal corporafion, thaf said instrument was signed and sealed on behalf of fhe
Cily of �ubuque, lowa, by authority of its City Council; and lhat said Mayor antl City Clerk
acknowledged the ezecution of said instrument to be the voluntary act and deed of said
Cify, by it and by them voluntarily ezecuted,
, : , i — � � � .�.� � q . Fl0.MELl�J McCAk1f10N
n
� � � � � c t � / — `�" �' Cominlssmo IJmnlis 77141P
NotaryPublic .�� u�e�mmE�,� ' I �. ,,.�`
STATE OF IOWA )
) SS
COUNTYOFDUBUQUE )
On this _ day of 20 , before me the undersigned, a Notary
Public in and for the Sfate o( lowa, personally appeared Danielle Slelpflug, to me
personally known, who, being by me duly sworn, did say that he is Manager of
Weaver Cas11e LLC. the limited liabilily company execufing the instrumeN lo which this is
atfached and that as said Manayer of Weaaer Castle LLC. acknowledged fhe ezecution of
said instrument to be the voluntary act and deed of said company, by It antl by him
voluntarily executed
Notary Public
19
(City 5eal)
STATE OF IOWA )
) SS
COUNTYOFDUBUQUE )
On ihis_ day o1 20_, before me the undersigned, a Notary
Public in and forthe said County antl State, personally appeared Roy D. Buoland Kevin S.
Fimstahl, to me personally known, who, being by me duly sworn, did say that ihey are the
Mayor and City Clerk, respectively, of ihe City of �ubuque, lowa, a munlcipal wrporafion
executing ihe instmmenf fo which thls Is atlached; that the seal affized hereto is the seal of
said municipal wrporation; ihaf said instrument was signed and sealed on behalf of ihe
City of Dubuque, lowa, by authorify oi its City Council; and fhaf saltl Mayor and City Clerk
acknowledged ihe execution of said insirument to be the voluntary act and deed of saitl
City, by it and by ihem voluntarily eHecufed.
Notary Public
STATE OF IOWA �
� 55
COUNTY OF �UBUQUE �
On this �� day of�r � 20 f�, before me the undersign�ed a Notary
Public in and for the 5tate of lowa, personally appeared Danielle .StelryNug, to me
personally known, who, being by me duly sworn, dld say that he is Manager of
Weaver Cas�le LLC. the limited Ilabillty company execufing �he instrumenf towhich this is
affachedandlhatassaitlManagerofWeaverCastleLLC acknowledgetltheexecuiionof
said instrument fo be the voluntary acf and deed of said company, by it and by him
voluntarily eaeculed.
�
�.
) ,
No�A ubiic
i
` � � mmaavn. uNonH� `�.
sslor Num6or ip75�s
w' MY Cort�m, E�p, �
�9
LIST OF EXHIBITS
EXHIBIT A — City Attorney's Certificate
EXHIBIT B — Opinion of Developer's Counsel
EXHIBIT C — City Certificate
EXHIBIT D — Memorandum of Development Agreement
EXHIBIT E — Urban Renewal Plan
EXHIBIT F — Downtown Housing Incentive Program
EXHIBIT G - Planning and Design Grant Program
EXHIBIT H - Fa�ade Grant Program
EXHIBIT I - Financial Consultant Grant Program
EXHIBIT J - Certification of Completion
EXHIBIT K—Warranty Deed
20
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
21
BARRY A. LINDAHL , ESQ. '"011Y0F � .�
CITY ATTORNEY DUBUO�UL'
��t�'p�:.
(DATEI
RE;
Qear
I have acted as counsel for the Clty of Dubuque, lowa, in connection with lhe ezecullon
anddellveryoface�tainDevelopme�tAgreementbetween (Developer)
and the Cily of Dubuque lowa (City) dated for reference purposes the _ day of
, 20_.
The City has duly obtainetl all necessary approvals and consents fo� its execution, delivery
and performance oi this Agreement and has full power and authority to execule, deliver
and perform its ohllgations imder thls Agreement, and to ihe besl of my knowledge, ihe
representaGons of fhe Cify Manager in hls letter dated th2 _ day of , 20_,
are wrrect.
Very sinc�rely,
8arry A. Lindahl, Esq.
City Attorney
BAL:tIs
22
EXHIBIT B
OPINION OF DEVELOPER'S COUNSEL
23
Mayor and City Conncilmemhers
Citr Hall
17" and Central Avenue
Dubuque IA S2(101
Re: Developmcm Agreement Rcllvecn thc Ciry of Dubuque, Io+ca and
Deer Mayorand Cily Coun�ilmem6crs:
Wc have ncled ns w�msel Fnr in �om�ection with �hc creculion and
delicery of n cer�nin Det�clupmen� Agraement(Devclapmenl Ag�eemen[)behveen Developer�nd thc
Ci�yuf f)uhuque, luwa (Cily) dutul Ibr reFereose piu�pascs (he _ dayof_ _ _ __, 2�13.
N'e h�ave examined �he originnl ccititled wpy, or cupies u�her�vise identified lo mir
s�tisfaclion ns heing true copics, nf Ihc Uevelnpment AEreemcnt and such nlhcr dneumenls and
re�nrds as v�e havc dccmed rulevanl and ncecssan� as ti basi� I'or �he npinions s�t forth hurcin.
Based nn the pertinen(law, Ihu forcgointi esamin�lion and ,ucl� othcr inquirics as we have
decmed apprnprie�e, we arc of Ihe opiuion ihac
l. Ucvcluperlsaliiniludliubili(yuoinp�ip�or;anize�I �ndexistin� nndarlhcl,n�v5ufthc
Stute of lowa and has tull power and aidhnrity �o ezecu(c, delirer and perfonn in t'ull the
Developmtn� A�reeinenL '�he llevclopmenl Agreemenl I�as heen duly and v�lidly auihuri�i�ed.
csuuled an� delivercd hy Develnper and, assuming due aulhoiization, ezecu�ion aud delivcry by
Ci;��, is in full force and effect and is ti v�al ifl end legally binding instrumen�oP Develnper enforceable
in t�ccordt�nec wilh i(s lerms, escept �s the snmo may be limi:ed hp 6anla�uptey. insolvency,
reorgnni�ationoro�herlaet�srclalinglooraf'feetiucci�ulimr� righls �vne��tdly.
2, fu our actuul knouded�e wiih �n duly In inquire. Ihe ezeculion; dclivcry and
performancc hy Devoloper of'(he Dcvclopment Agreeinent aud thc ��irryin�uut uf Ihe leirou�hereaf,
�eill not result in viol�lioii ol'nny provision of, or in delault und�r. ihe atlicles nf incorporalinn und
b}'laws of Developer, any indcnlure, i�iortgagc, deed oPtnisl, inde6ledness, agreeiuen�,judgment,
decree, ordcr, sltilule, rule; rcgul��dion or reslriclion to whlch Developer is a parly ur by 1a'hich
Ucvcloper's prnperly is hnund nrsubjco�.
7, Ta our �icluel Imottilcdgc ti��ith no du�y to Inqairc, thcre �irc no ticlions, suits ar
pruscedings pending or Ihrealencd againrt ��r uflecling Uevelope�� in uuy murt oi bzlixe nny
ar6itratm' or 6etore or hy any gnverumental body in which lhere is a reasonahle possibility nf�in
adversc dccision �ahich muld muterially udversely nYf�et �he busiucss [presenl or prnspeclire),
fin�ncinl position or re,ults of operalions of�eveloper or �ehi�h in eny inanncr reiscs Hny queslinns
alFecling Ihe vnlidity oFthc Agreemen� or the Dcvcloper's uhilily tn perfonn Deve�opei�s obligalinna
�hcr��mder.
This npinion is rendcrcd for Ihe snle beneGl of the City ol'R�buque anil no other parly nu+y rely on
this opinion.
24
This opinion is rendered and valid as of the date of this letter and we have no duty to update this
opinion for any matters which come to our knowledge after the date of this letter.
Sincerely,
25
EXHIBIT C CITY
CERTIFICATE
26
nmcmor ( _-��
l. )L� I;C_f�?L� 1-.
(.lty M1Lnia�;er ti plTiie ��
$�fYesl 11�n$Vtt1 '
I IuM1nym�,Inwn SJIUI-IPM
(N;1�5N4�I1 lll ��6,,ur
�:��7�i9n.I hl'� Id>
aymyd"^sll)'nfduhuyue.nq��
�DATE)
Dear
I am ihe City Manager of the Cify of Dubuque, lowa and have acled in that capacity in
connection with 1he ezecution antl delivery of a ce�tain Development Agreement between
(Develope�) and the City of Dubuque, lowa �City) tlated for reference
purposes the ^ tlay of 20_.
On behalf of the Clty of Dubuque, I hereby represent anc warrant lo Developer that
(1) City has duly obtained all necessary approvals antl consents for its
eaecution, delivery and performance of this Agreement and ihat it has full power
and authority to execuie, tleliver and pedorm its obligations under lhis Agreement.
City's aitorney shall issue a legal opi�ion to Developer at time of closing confirming
ihe represenlation containetl herein, in the form attached hereto as Exhiblt B.
(2) Cily shall ezercise its best efforis to woperate with Developer m the
develapment process.
(3) City shall ezercise its best eflorts 10 resolve any disputes arising during the
development proeess in a reasonable and prompt fashlon.
(4) The ezecution and delivery o( this Agreement, ihe consummation of ihe
lransactions contemplaletl hereby, and fhe ful(ilimenl of or compliance with ihe
terms and conditions of thls Agreement are not prevented by, Ilmited by, in conflict
with, o� result In a violation or breach of, ihe terms, condifions or provislons of Ihe
chader of Clty, any evidence of indebtedness, agreement or Instrument o(whatever
nature to which City Is now a pady or by which if or its property is bountl, or
constitute a defa�dt under any of the (oregoing,
(5) There are no aclions, suits or proceedings oentling or threaiened against or
affecting Clty in any coud or before any arbitrator or before or by any governmental
body In whlch there is a reasonable possibillty of an ativerse deoision which could
materially adversely affecl the flnancial position or operatians of City or which
27
affeds the validity of ihe Agreemenl or City's ability to perform its obligations under
ihis Agreement.
(6) No ordinance or hearing is now or 6efore any local governmental botly that
either contemplates or authorizes any public improvemenis or special tax levies, the
cost of which may be assessed against fhe Property To the best of City's
knowletlge, ihere are no plans or effo�s by any government agency to widen,
modify, or re�align any sireet or highway providing access to ihe Properly and there
are no pending or intended public improvemenis or special assessments affecfing
the Propedywhich will resulf in any charge or lien be levietl or assessed againstthe
Property.
(7) The representations and warranties contalned In this article shall be correct
in all respects on and as of the Closing dale wifh the same force antl effec( as if
such representations and warranfies had bee� made on and asof the Closing Date.
5incerely,
Michael C, Van Milligen
City Manager
MCV�Q jh
28
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
29
Prepared6y BarryP, Cndahl300MainStreetSuite330 �ubuquelAS2001563583�4113
Relum lo Barry A Lindahl 300 Main Slreel Suite 330 Oubuque IA 520�1 S63 5B��4113
MEMORANDUM OFDEVELOPMENTAGREEMENT
A �evelopmen!Agreement by and among the Cily of Duouque, lowa, an lowa munlcipal
corporation, o( Dubuque, lawa, and WeaverCastle LLC v�as made regarding ihefollowing
described premises
LOT 5 OF LOTS 10 & 116 SE 26.9' OF LOT 12 COOLEY'S SUB
AND
NW 23.3' OF L6T 12 & SE 8.3' OF LOT 13 COOLEYS SUB 348-346112 W LOCU3T
ST
The �evelopment Agreement is dated for reference purposes ihe _day o(
, 2013, and confains covenants, conditions, antl restrictions conceming the sale
and use of said premises,
This Memorantlum of Development Ag�eement is recorded for the purpose of
consimctive notice. In the event of any conflict between the provisions ot this
Memorandum and fhe Development Agreement itself, execufed by the parfles, the terms
a�d provisions of lhe Development Agreement shall prevail. A complete counterpad of the
Development Agreement, together with any amendmenls thereto, is in the possession of
the City of Dubuque and may be ezamined at its of(ices as above providetl,
Datetl this _ day oi , 2013.
CITY OF �UBUQUE, IOWA WEpVER CASTLE LLC.
By By
Roy D. Buol Danielle 5telpflug, Manager
Mayor
Attest:
3�
Kevin S. Fimstahl
Clry Clerk
STATE OF IOWA )
) SS
COUNTY OF DUBU�UE )
On ihis _day of 20 , before me, a Notary Public in and for �he State of
lowa, in and for sald county, personally appeared Roy D. Buol antl Kevin S. Firnstahl, io
me personally known, who being by me duly swom did say ihat they are ihe Mayor antl
Clty Clerk, respecflvely of ihe Clty of Dubuque, a Munlcipal Corpora(ion, created and
existi�g u�der the lav�s of the State of lowa, and ihat ihe seal aHixed to said instrument is
the seal of said Municipal Corporation and �haf said instrument was signed and sealetl on
behalf oi said Municipal corporafion 6y authority and resolufion of its City Council and said
Mayor and Ciry Clerk acknowletlged sald Insirument to be the free acf and tleed of said
Municipal Corporation by it volunlarily executetl.
Notary Public, State of lowa
STATE OFIOVVA )
) SS
COUNTY OF �UBUQUE )
On this _ day o( 20_, before me the undersigned, a Notary
Public in and for ihe State of lowa, personally appeared Danlelle Stelpflug, to me
personally known, who, being by me duly sworn, did say that he Is Manager of Weaver
Castle LLC., �he limi�etl liability company eKecuting the instrument to which �hls is atlached
antl lhat as saitl Manager of Weaver Castle LLC., acknowledged the execution of said
instrument to be lhe voluntary act and tleed of said company, by it and by him voluntarily
executed
Nofary Public, State of lowa
31
EXHIBIT E Urban
Renewal Pla
32
PreOaied4y� Ph�INlaqner,Cilyof�u6uque,50W, 13lh5treel,Gub�que,lA5T001 �567� 589�439J
Relurnlo�. KeuInS, Fimslahl,CityofDubuque,60W. 131hSlreet, Dubuque, lA52�0' (563�58&4121
AMENDED and RESTATED
URBAN RENEWAL PLAN
Greater powntown Urban Renewal District
(A merger of the Downtown Dubuque, Ice Harbor, Kerper Boulevard, East 7�" Street
and Quebecor Urban Renewai �istricts)
City of Dubuque, lowa
This Amended antl Restated Urban Renewal Plan for the Greater �owntown Urban
Renewal District traces its beginnings to the merger of ihe Downtown Urban Renewal
Area Project Number lowa R-15, originally establishetl b� Resolution 123-67 by lhe City
Council of the City of Dubuque, lowa on May 18, 1967 antl subsequently amended and
restafed by Resoluflon 79-71 0� Mareh 15, 1971 , by Resolution 73-74 on March 11,
1974, by Resolutlon 107-82 on May 3, 1982, by Resolutlon 191-84 on June 25, 1964, by
Resolution 371-93 on December 6, 1993, by Resolution 145�94 on May 2, 1994, by
Resolution 479-97 on Novem6er 17, 1997, by Resolution 476-98 on October 19, 1998 and
by Resolution 187-02 on April 1 , 2002, with the Ice Harbor Urban Renewal Disfrict,
originally eslablished by Resolution 403-69 of the City Council of the City of Dubuque,
lowa on December 18, 1989 and subsequenily amended and restated by Resolution 241-
00 on June 5, 2000 and by Resolution 114-02 on March 4, 2002. The Urban Renewal
Plan for the Grealer powntown Urban Renewal Dislrict resulting from that merger was
later amended by Resolution 170 04 on April 19, 2004, 6y Resolution 391-06 on August
21, 2006, by Resolution 108-47 on February 2��", 2007, by Resolution 597-07 on
December 17, 2007, by Resolutlon 300-OB on September 2, 2�08, by Resolution 393-09
on October 5, 2009, antl by Resolution 26-10 on July 19, 2010. On May 2, 2011 the
Kerper Boulevard Industrial Park Economic Development District originally established
by Resolution 274-94 on Augus115, 1994 and the East 7�� Street Economic Development
Dlstrict, originally establishetl by Resolution 144-97 on April 7, 1997 were merged into and
became part of the Grealer pownfown Urban Renewal Districl, pursuanl to Resolution
155-11 approved on May 2, 2011. The �uebecor Economic Development Dlslrict,
originally establlshed by Resolutlon 479-02 on September 16, 2002, was merged into and
became pad of ihe Greater powntown Urban Renewal District pursuant to Resolution
271-12 approved on October 1, 2012 The Urban Renewal Plan for ihe Grealer
Downtown Urban Renewal Dlstrict resulting from ihal merger and amentlmenl was
thereafter amendetl and �estated by Resolution =13 on June 03, 2D13.
33
EXHIBIT F
DOWNTOWN HOUSING INCENTIVE PROGRAM
34
Ewnomic�evelopmenf
Deparlment rHE�°v °F
Ci�yHall—SecontlFloor nT TR �
SOWesf131hSlreet LJ U v
Dubuque, lo�ra 520D1-
486G (583� 589-4393 Mtrsfrr��ir�r nn Ilir Missisii�iEii
Office
�563) 589�1 i 33 Fax
(563) 689�6678 TDD Oclo6er 30, 2012
DOWNTOWN HOUSING INCENTIUE
PROGRAM
DavitlJ Heiar PhilWagner
Economic �evelopmeNDrecfar Asst EconcmicDevelopmenfDiredor
ehear citofdubu ug eorg pwagneria�ci�yofdubuque,orq
5a Wesl 121h Street
�ubuque, IA 52001
S63-S89-4393
Proiec(s eliqible to receive assistance from Ihis established 000l of funds mus�meef the followinq
reauiremeo�s.
• The projecl must assisl in Ihe creafion cf new ma�kef-rale tlo�vnrown rental antl�or owner-
occupied residential unils within (he Grealer powotown Urban Rene�val �ishicl.
• Theprojecfmuslbetherehabilitationofanexisfingstmc!ure.
• Wilhin �he Washington Neighborhood, rental uni�s musl be located above a commercial
componeolo� Ihefirstilooroithebuildingunlesslheprojeclisrehabilitafiogo reusi�gaformer
church or schoal building.
• Ezteriorallera�ionsaresubjecttodeslgnrevlewantlapproval TheNisforicDislricfGmtlelines
shallapplytoprojec(slocaledlnHlstoricPreservatlon �islricL TheDowntownDesignGuidelines
shallapplyfoallolhe� pro�ec� lacations Projectswhichconlormlot�eapplicableguitlelioesmay
be reviewed antl approved by fhe City Planner. Projeds Ihat do ool s�riclly conform lo fhe
applicabl=guidelloes w ll be fonvartled to the Histo�ic Preserva:ion Commission (HPC) for
coos'tle�allon New construdlon or substanlial rehabllifafior projects may also be considered by
IheHPQ Thepmcessforreviewisa�lhetliscrellonoflheCiryPlannec Guitlelinescanbe
viewed and downloatletl af htlpilwww citvoftlubuque.orqldesiqn guldellnes.
• Anysignsoolhepropedythatdono�comply��vilhCityzoningregulationsanddesignguidelines
mus� be inclutled in Ihe design revieuvantl improvetl ro complyviifh applicable Cilp Codes.
Subml(tal musf include fhe oesign maienals and oolcrs lhat will be used on 1he sign face, huw Ihe
sigo will be tl splayed, antl anylighting p�oposed.
• Includecefalledtlrawingoflheprcposedproject Theplansshoultlinclutletlimeosionsaotl
archleclural defails and label materials Plans p�eparetl by a design pmfesslonal�e g, archllecl
or tlraftsperson�are slrongly recommended Applicalionswithout delailetl drawingswill oo� be
coosidered complefeaod will not be accepletl by Ihe Ci(y,
35
• Devialion from an approved projecl plan may tlisqualify 1he projecf from fhe program,
• Preference nill be given to pmjecfs lhat also utilize Federal andlor Slale Hisroric Taa Credits,
• No more fhan $10,000 in assistancewill be considered oer residenlial uni�.
• In general, no more 1ha� S760,000wi11 be providetl lo a single project
• No develope�fee mill be permltled untll all cily assis�ance Is paid or satisfietl m (ull
• The Ci�y will dsperse awartled fuods for the benefil of �he p ojed once theprojectis
compleled and a Cedificale of Occupancy has been given forthe housiog units
• Each approuetl prajer,l will also he ellgible lo receive si�e-speciflc Ta� Incremenl
Finaocing �TIF) for up fo a 10 ��ear period, deperding on Ihe projecl type antl scope
• A minimum of 2 new housing units must be created in th: projecf.
• Unifssmallerlhan6SOsquarefeelwillnof6eellgibleforthlsproject
• No residenlial unils will be allowed to have a restriciion of less than 80% of fhe mediao income,
• No more than 65°/o of fhe uoils of any projecl cao have a resiridion of 80°/o of Ihe median
income.
• A project thar Is f�,mded by Low Income Tax Credlts (LITC) Is not eiig�ble.
• The ow�eqs) of Ihe property musl cedify fhat all olher propedy'm Ihe Clly al �ubuque In which
Ihe owner�s) has any in�erest, complies wilh all appllcabie City of Dubuque ordinances and
regulabons, including, 6u(nof limited fo, housing, building, zooing, fire. health, antl vacanf aod
aoantloned buildiog regulalions.
36
EXHIBIT G
PLANNING AND DESIGN GRANT PROGRAM
37
PLANNING AND DESIGN GRANT INFORMATION
This program provides grants in the Greater powntown Urban Renewal Disfrict for hlring
archlteds, engineers or other professional services used prior to construction.
AmountofGrant; 1:1 matching granl not lo exceed ten thousantl tlollars
j$10,�00) per building may be awarded by lhe Cityto offset the
adual pre-tlevelopment cosis. (Ezample: $8,500 in eligible
projeet costs would receive $4,250 granf matched by$4,250 in
private coniribution; 52D,�00 or greater eligible project costs
would receive fhe maximum $10,000 grant )
Grant Specitic CondiGons;
• Reimbursementisforarchitecturala�dengmeeringfees, feasibilitystudies,
environmental assessments or other relaletl soft cosfs.
• Reimbursable ezpenditures must be tlocumented.
• Owner 1 developer fees are not permitted as reimbursable expenditures
• The grant shall not ezceed ten percent (10%) of total projed costs,
• Grants will be dispersed upon completion of the project at a rate o($0.50 for
each $1 .00 of qualified costs
Approval Process:
1 . Design review by ihe City Pla�ning Deparfinent or the Hislorical Preservation
Commission is required for exterior work on the project,
2. GrantapplicationswillbereviewetlbyCitystaffantlapprovedbytheCilyManager.
3. Funding will be dispersed upon sfaff review of documenled ezpenditures and
inspectlon of a completetl projecl.
38
EXHIBIT H
FA(�ADE GRANT PROGRAM
39
FACADE GRANT INFORMATION
This program provides grants in the Greater �owntown Urban Renewal Districtfor front or
rear fa�ade renovation to restore the fa�ade io i1s hlstoric appearance, or improve the
overall appearance,
AmountofGrant: 1:1 matching grant not to exceed ien ihousand dollars
(�10,000) shall be awarded by the City to qualifying projeets
based on iotal eliglble projecf ws's. (Ezample: 58,500 in
eligible project costs would receive a $4,250 grant matched by
$4,250 in private conhibution, 520,000 or greater eligible
project costs would reeeive the maximum $1�,000 grant.)
Grant Specific Conditions:
• Reimbursemenf is for labor and material cosfs assoeiated wilh fa�atle
improuements, including, but not limited to rehabililating or improving
windows, paint, signage, or awnings to enhance overall appearance.
• Landscaping or screening with fencing or retaining walls may be a
reimbursable ezpense If a determination is matle that property is improved
atljacent io public right-of-way.
• In o�tler to receive reimbursement for repomting, a mortar analysis sample
must he provided foreach fa�atle tha!will be repointed. The applicant must
atlhere to the resulls of that analysis in fheir rehabilltaGon work as part of
iheir approved project plan. The City may requesl ve�ification lhat the new
morfa� matches the resulis of the mortar analysis,
� Language from the National Park 5ervice Technical Preseruation Seruices
Briefs may be attached as a condltion for a building permit i( the applicant
chooses to perform repointing on the project.
• Reimbursable expenditures must be documen�ed.
• Grants will be tlispersed upon completion of work at a rate of $.50 far each
$1 ,00 of qualified costs.
Approval Process:
1 . Deslgn review by ihe City Planning Department or the Historical Preservation
Commission is required for exteriorwork on the projeci,
2. GrantapplicationswillbereviewedbyCitystaffandapprovedbytheCityManager.
3 Funtling will be dispersetl upon staff revlew of documented ezpendiiures and
Inspection of a completetl project
40
EXHIBIT I
FINANCIAL CONSULTANT GRANT PROGRAM
41
FINANCIAL CONSULTANT GRANT INFORMATION
This program provitles grants in the Greater powntown Urban Renewal Districl (orhiring a
financial consultant 10 analyze the feasibilily of projecis.
AmountofGrant: 11 matching grant not to ezeeed fifteen lhousand dolla�s
($15,000) shall he awarded :o qualifying projeots based on
total ellgible project costs, (EMample� $$500 in eliglble project
costs would receive a 54.250 grant matched by S4,250 in
private coniri6ution; $30,000 or greater eligible eosis would
receive the maximum $15,00� granl.)
Grant Specific Conditions:
• Reimbursement is for fees associated with hiring a professional financial
consultant
• Relmbursable ezpendltures must be documented.
• The grant shall not ezceed ten percent (10%) of total projecf cosls.
• The rehabilitation project must be completed (or the Financial Consultant
Grant to be funded.
� Grants will be dispersed upon eompletion of work at a rate of $.60 for eaeh
�1 .0� of qualifietl costs,
Approval Process:
1 . Design review by the City Planning Departmem or ihe Historical Preservation
Commission is required for exterior work on the project.
2. GrantapplicalionswillbereviewedhyCltystaffandapprovedbytheCiU� Manager
3. Funding will he tlispersed upon staff review of documented ezpendltures and
inspection of a completed project.
42
EXHIBIT J
CERTIFICATE OF COMPLETION
43
Preparztl By: Dauitl J, Heiar 50 Wesf 131b Sfreef Du6uque, IA 52C01 563-589�4393
Retumfo, �avidJ. Heiar50Wesf13�hSiree� �ubuque, lA520�1 563�589-4393
CERTIFICATE OF COMPLETION
NIHEREAS, the Clly of Dubuque, lowa, a municipal corporation (the "Grantor"}, has
granted incentives to Weaver Castle, LLC (the °Grantee"), In aocordance with a
Developme�t Agreement dated as o([Date] (the"AgreemenY'), cedain real propedy located
within the Greafer powniown Urban Renewal District of the Granfor antl as more
particularly described as follows:
LOT 5 OF LOTS 10 & 116 SE 26.9' OF LOT 12 COOLEY'S SU8
AND
NW 23.J' OF LOT 12 & SE 8.3' OF LOi 13 COOLEYS SUB 54 8-348 112 W LOCUST ST
(the "Development Property'��, and
WNEREAS, said Agreemenf inwrporatetl antl contained certain covenanls and
conditions with respect to ihe rehabilitation of ihe Development Prope�y, and obligatetl ihe
Grantee to oonsiruot oedaln Mlnlmum Improvements (as tlefinetl therein) in acoortlance
with the Agreement; and
WHEREAS, the Grantee has to ihe present date pe�iormed said covenants and
conditions insofar as lhey relate to the construction o( the Minimum Improvements in a
manner deemed sufficient by the Granior to permit ihe execution and recording of thls
certiflcation; antl
NOW, THEREFORE, pursuant to Secflon 25 of ihe Agreement, this is to cerfify lhat
all covenaots antl contlitions o( ihe Agreement with respect to the obligations of lhe
Grantee, antl its successors and assigns, to construct the Minimum Improvements on ihe
Development Properfy have been completed and performed by ihe Grantee to the
satisfaction of ihe Grantor and such covenants a�d contlitions are hereby satlsfied,
The Recorder of Duhuque Cou�ty is hereby authorizetl fo accept for recording and to
record the filing of fhis instrument, to be a conclusive determinaGon o( the satisfaction of
the covenants and conditlons as set fodh In said Agreement, and that the Agreement shall
ofhenvise remain in full force and effecf.
(SEAL) CITY OF DUBUQUE, IOWA
44
By:
Mike Van Milligen, City Manager
45
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
(�n this day of , 26'f 3, before me, the undersigned, a notary public
in and for the State of lowa, personaily appeared and
acknowledged the execution of the instrument to be his/her voluntary act and deed.
Notary Public in and f�r
Dubuque County, I�wa
46
EXHiBIT K
WARRANTY DEED
47