Resolution Setting a Public Hearing on a Proposed Development Agreement by and between the City of Dubuque, Iowa, and Chadwick Block LLC providing for the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the Development Agreem Copyrighted
August 21, 2023
City of Dubuque Items to be set for Public Hearing #
City Council Meeting 01.
ITEM TITLE: Resolution Setting a Public Hearing on a Proposed Development
Agreement by and between the City of Dubuque, lowa, and Chadwick
Block, LLC Providing forthe Issuance of Urban Renewal Tax Increment
Revenue Grant Obligations Pursuant to the DevelopmentAgreement
SUM MARY: City Manager recommending that a public hearing be set for September
5, 2023, on a proposed Development Agreement by and between the
City of Dubuque, lowa and Chadwick Block, LLC providing for the
issuance of Urban Renewal Tax Increment Revenue Grant Obligations
for a project at 249 W 1 st Street.
RESOLUTION Fixing the date for a Public Hearing of the City Council
of the City of Dubuque, lowa on a Development Agreement by and
Between the City of Dubuque, lowa and Chadwick Block, LLC, I ncluding
the Proposed Issuance of Urban Renewal Tax Increment Revenue
Obligations Relating Thereto, and Providing for the Publication of Notice
Thereof
SUGGESTED Receive and File;Adopt Resolution(s), Set Public Hearing for
DISPOSITION: September 5, 2023Suggested Disposition:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Development Agreement Supporting Documentation
Notice of Public Hearing Supporting Documentation
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Setting a Public Hearing on a Proposed Development
Agreement by and between the City of Dubuque, lowa and Chadwick
Block, LLC Providing for the Issuance of Urban Renewal Tax Increment
Revenue Grant Obligations Pursuant to the Development Agreement
DATE: August 16, 2023
Economic Development Director Jill Connors is recommending that a public hearing be
set for September 5, 2023 on a proposed Development Agreement by and between the
City of Dubuque, lowa and Chadwick Block, LLC providing for the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations for a project at 249 W 1 St Street.
Chadwick Block, LLC is owned by Chris Miller. Chris Miller has successfully completed
numerous historic redevelopment projects in the City of Dubuque, including 40-44 Main
Street, and 210 Jones Street. Miller is also the Developer of 799 Main Street, a
previously vacant and underutilized structure that will be rehabilitated to include 36 new
rental units.
Chadwick Block, LLC owns 249 W 1 St Street and intends to rehabilitate the structure to
revitalize the first-floor commercial space and create 3 new market-rate rental units in
the upper stories. The project will utilize historic tax credits with the remainder of the
funding being a combination of private and public financing. This rehabilitation project is
very important to the city because it is right at the main gateway to downtown and is in
very poor condition. The difficulties with this project are leading to the recommendation
to include a zero interest loan of available downtown rehabilitation funds. Dubuque
Initiatives also assisted the property owner with some of the project financing.
The key elements of the Development Agreement include the following:
1. Developer will make a capital investment of approximately $1.5 Million
dollars to rehabilitate the facility.
2. Developer must create 3 market-rate residential rental units.
3. Developer will receive the new 15 years of tax increment financing
incentives. Tax increment financing incentives are estimated to not exceed
$168,683.
4. City to award a Downtown Housing Incentive Grant in an amount of
$30,000 ($10,000 x 3 units)
5. City to award a Downtown Rehabilitation Loan in an amount of $340,000
at 0% interest, with principal payments beginning the first day of the first
month after a Certificate of Completion is issued. The entire balance of the
loan shall become due and payable not later than the first day of the 72nd
month after a Certificate of Completion is issued.
6. City to award a Planning & Design Grant, Fa�ade Grant, and Financial
Consultant Grant not to cumulatively exceed $35,000.
7. City of Dubuque will amend the Greater powntown Urban Renewal District
Plan to accommodate the issuance of tax increment financing incentives.
The Development Agreement requires Developer to accept applications from
prospective tenants with housing choice vouchers (issued under the U.S. HUD's
Section 8 voucher program or a similar program) that are otherwise qualified
prospective tenants.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
2
Dubuque Economic Development
Department
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TTY(563)690-6678
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TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Setting a Public Hearing on a Proposed Development
Agreement by and between the City of Dubuque, lowa and Chadwick
Block, LLC Providing for the Issuance of Urban Renewal Tax Increment
Revenue Grant Obligations Pursuant to the Development Agreement
DATE: August 15, 2023
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
setting a public hearing for September 5, 2023 on a proposed Development Agreement
by and between the City of Dubuque, lowa and Chadwick Block, LLC providing for the
issuance of Urban Renewal Tax Increment Revenue Grant Obligations for a project at
249 W 1 S' Street.
BACKGROUND
Chadwick Block, LLC is owned by Chris Miller. Chris Miller has successfully completed
numerous historic redevelopment projects in the City of Dubuque, including 40-44 Main
Street, and 210 Jones Street. Miller is also the Developer of 799 Main Street, a
previously vacant and underutilized structure that will be rehabilitated to include 36 new
rental units.
DISCUSSION
Chadwick Block, LLC owns 249 W 1 St Street and intends to rehabilitate the structure to
revitalize the first-floor commercial space and create 3 new market-rate rental units in
the upper stories. The project will utilize historic tax credits with the remainder of the
funding being a combination of private and public financing.
The key elements of the Development Agreement include the following:
1. Developer will make a capital investment of approximately $1 .5 Million
dollars to rehabilitate the facility.
2. Developer must create 3 market-rate residential rental units.
3. Developer will receive 15 years of years of tax increment financing
incentives in the form of semi-annual rebates. Tax increment financing
incentives are estimated to not exceed $168,683.
4. City to award a Downtown Housing Incentive Grant in an amount of
$30,000 ($10,000 x 3 units)
5. City to award a Downtown Rehabilitation Loan in an amount of $340,000
at 0% interest, with principal payments beginning the first day of the first
month after a Certificate of Completion is issued. The entire balance of the
loan shall become due and payable not later than the first day of the 72na
month after a Certificate of Completion is issued.
6. City to award a Planning & Design Grant, Fa�ade Grant, and Financial
Consultant Grant not to cumulatively exceed $35,000.
7. City of Dubuque will amend the Greater powntown Urban Renewal District
Plan to accommodate the issuance of tax increment financing incentives.
The Development Agreement requires Developer to accept applications from
prospective tenants with housing choice vouchers (issued under the U.S. HUD's
Section 8 voucher program or a similar program) that are otherwise qualified
prospective tenants.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution setting a September 5,
2023 public hearing on the Development Agreement including the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations.
2
Prepared by Jill Connors, Economic Development. 50 W. 13th Street, Dubuque IA 52001,563 589-4393
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001,(563)589-4100
RESOLUTION NO. 272-23
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON A DEVELOPMENT AGREEMENT BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA AND CHADWICK BLOCK, LLC, INCLUDING THE
PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE
OBLIGATIONS RELATING THERETO, AND PROVIDING FOR THE PUBLICATION
OF NOTICE THEREOF
WHEREAS, City and Chadwick Block, LLC has entered into a Development
Agreement, subject to the approval of the City Council, a copy of which is now on file at
the Office of the City Clerk, City Hall, 50 W. 13th Street, Dubuque, Iowa for the
development of property located at 249 W 1st Street; and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement with Chadwick Block, LLC;
and
WHEREAS, it is deemed necessary and advisable that City should authorize
Urban Renewal Tax Increment Revenue obligations, as provided by Iowa Code Chapter
403, pursuant to the Development Agreement; and
WHEREAS, before said obligations may be approved, Iowa Code Chapter 403
requires that the City Clerk publish a notice of the proposal and of the time and place of
the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City Clerk is hereby authorized and directed to cause a notice to
be published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's
intent to authorize Urban Renewal Tax Increment Revenue obligations, to be held on the
5th day of September, 2023, at 6:30 p.m. The official agenda will be posted on Friday,
August 25, 2023 and will contain listening, viewing, and public input options. The City
Council agenda may be accessed at
https://cityofdubuque.novusagenda.com/AgendaPublic/ or by contacting the City Clerk's
Office at 563-589-4100, ctyclerk@cityofdubuque.org.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations and the execution of the Development Agreement relating thereto with
Chadwick Block, LLC, the proceeds of which obligations will be used to carry out certain
of the special financing activities described in the Urban Renewal Plan for the Greater
Downtown Urban Renewal District, consisting of the funding of economic developments
grants to Chadwick Block, LLC pursuant to the Development Agreement. It is expected
that the aggregate amount of the Tax Increment Revenue obligations is not estimated to
exceed $168,683.
Section 3. The Clerk is hereby directed to cause at least one publication to be
made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City,
said publication to be not less than four days nor more than twenty days before the date
of said meeting on the issuance of said obligations.
Section 4. That the notice of the proposed action to issue said obligations
shall be in substantially the form attached hereto.
Passed, approved, and adopted this 21st day of August, 2023.
r -117i avan gh, Mayor
Attest:
Trish L. Gleason, Assistant City Clerk
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
CHADWICK BLOCK, LLC
THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes the
day of , 2023 is made and entered into by and between the City of
Dubuque, lowa (City), and Chadwick Block, LLC (Developer).
WHEREAS, Developer is the owner of the real estate locally known as 249 W 1 St
Street, Dubuque, lowa and legally described as follows (the Property):
Lot 1 of MONTANA HOUSE, in the City of Dubuque, lowa, according to the
Plat recorded as Instrument #2020-2319, records of Dubuque County, lowa.
; and
WHEREAS, the Property is located in the Greater powntown Urban Renewal District
(the District)which has been so designated by City Council Resolution 145-94 as a slum and
blighted area (the ProjectArea)defined by lowa Code Chapter403 (the Urban Renewal Law);
and
WHEREAS, Developerwill undertake the redevelopment of a two-story building located
on the Property (the Project) and will be operating the same during the term of this
Agreement; and
WHEREAS, the Property is historically significant and it is in the City's best interest to
preserve the Property; and
WHEREAS, pursuant to lowa 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 May
2, 2022, City has the authority to enter into contracts and agreements to implement the Urban
Renewal Plan, as amended; and
WHEREAS, the Dubuque City Council believes it is in the best interests of the City to
encourage Developer in the development of the Property by providing certain incentives as
set forth herein.
NOW, THEREFORE, the parties to this Development Agreement, in consideration of
the promises, covenants and agreements made by each other, do hereby agree as follows:
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 the time of closing confirming the representations
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.
(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 powntown Urban Renewal Plan, most recently approved by City Council of
City on May 2, 2022, 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, has
been recorded among the land records in the office of the Recorder of Dubuque
County, lowa.
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties:
(1) Developer is a limited liability corporation duly organized and validly existing
under the laws of the State of lowa 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 this
Agreement.
(2) This Agreement has been duly authorized, executed and delivered by Developer
and, assuming due authorization, execution and delivery by City, is in full force and
effect and is a valid and legally binding instrument of Developer enforceable in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting creditors' rights
generally. Developer's counsel shall issue a legal opinion to City, at the 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) Developerwill perform its obligations underthis Agreement in accordance with
the material terms of this Agreement, the Urban Renewal Plan and all local, 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 Closinq. The closing shall take place on the Closing Date which shall be the day
of , 2023, or such other date as the parties shall agree in writing but in no event
shall the Closing Date be later than the day of , 2023. 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 Closinq. 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, togetherwith 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 City in its reasonable
judgment City requires.
(5) Developer's counsel shall issue a legal opinion to City confirming the
representations contained herein in the form attached hereto as Exhibit B.
1.5 Cit '�qations at Closinq. 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 One Million Five Hundred Thousand Dollars ($1,500,000.00) to improve the
Property (the Minimum Improvements). The Minimum Improvements include creating 3,447
square feet of commercial space and three (3) apartments using Historic Tax Credits.
2.2 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, lowa. Developer shall submit to City, for
approval by City, plans, drawings, specifications, and related documents with respect to the
improvements to be constructed by Developer on the Property. All work with respect to the
Minimum Improvements shall be in substantial conformity with the Construction Plans
approved by City.
2.3 Timinq of Improvements. Developer hereby agrees that construction of the Minimum
Improvements on the Property shall be commenced within thirty(30)days of the Closing Date,
and shall be substantially completed by December 1, 2024. 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 only for the period of such delay.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an appropriate
instrument so certifying. Such certification (the Certificate of Completion)shall be in the form
attached as Exhibit H and shall be a conclusive determination of the satisfaction of
Developer's obligations to make the Minimum Improvements under this Agreement and
completion of the Minimum Improvements by Developer as required by this Agreement.
SECTION 3. CITY PARTICIPATION
3.1 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 thirty(30)consecutive
semi-annual payments (such payments being referred to collectively as the Economic
Development Grants) to Developer:
November 1, 2026 May 1, 2027
November 1, 2027 May 1, 2028
November 1, 2028 May 1, 2029
November 1, 2029 May 1, 2030
November 1, 2030 May 1, 2031
November 1, 2031 May 1, 2032
November 1, 2032 May 1, 2033
November 1, 2033 May 1, 2034
November 1, 2034 May 1, 2035
November 1, 2035 May 1, 2036
November 1, 2036 May 1, 2037
November 1, 2037 May 1, 2038
November 1, 2038 May 1, 2039
November 1, 2039 May 1, 2040
November 1, 2040 May 1, 2041
pursuant to lowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a
portion of the tax increment revenues collected by City under lowa Code Section 403.19
(without regard to any averaging that may otherwise be utilized under lowa Code Section
403.19 and excluding any interest that may accrue thereon prior to payment to Developer)
during the preceding six-month period in respect of the Minimum Improvements constructed
by Developer(the Developer Tax Increments). For purposes of calculating the amount of the
Economic Development Grants provided in this Section, the Developer Tax Increments shall
be only those tax increment revenues collected by City in respect of the increase in the
assessed value of the Property above the assessed value on January 1, 2022 ($142,090.00).
The Developer Tax Increments shall not include (i) any property taxes collected for the
payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter-
approved physical plant and equipment levy, (iii)the remaining actual amount of tax increment
revenues collected by City in respect of the valuations of the Property prior to January 1, 2022
and (iv) any other portion required to be excluded by lowa law, and thus such incremental
taxes will not include all amounts paid by Developer as regular property taxes.
3.2 To fund the Economic Development Grants, City shall certify to the County prior to
December 1, 2024 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, 2024, 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, 2024, the Economic
Development Grants in respect thereof would be paid to the Developer on November 1, 2025,
and May 1, 2026.)
3.3 The Economic Development Grants shall be payable from and secured solely and only
by the Developer Tax Increments paid to City that, upon receipt, shall be deposited and held
in a special account created for such purpose and designated as the Chadwick Block 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 Chadwick Block TIF Account to pay the Economic
Development Grants, as and to the extent set forth in Section 3.1 hereof. The Economic
Development Grants shall not be payable in any manner by other tax increments revenues, or
by general taxation or from any other City funds. City makes no representation with respect to
the amounts that may be paid to Developer as the Economic Development Grants in any one
year and under no circumstances shall City in any manner be liable to Developer so long as
City timely applies the Developer Tax Increments actually collected and held in the Chadwick
Block 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.
3.4 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 3.1 hereof, for any
purpose for which such tax increment revenues may lawfully be used pursuant to the
provisions of the Urban Renewal Law, and City shall have no obligations to Developer with
respect to the use thereof.
3.5 Downtown Rehabilitation Loan.
(1) City agrees to loan to Developer(the Loan)on the terms and conditions set forth
herein Three Hundred Forty Thousand Dollars ($340,000) which shall consist of the
Loan Program funds, if and only if such funds are available. Payments shall be based
on work completed and expenses encumbered. The Loan proceeds will be disbursed
upon issuance of a Certificates of Completion for the Project.
(2) The term of the Loan shall be six (6) years. Interest on the Loan shall be zero
percent (0.0%) per annum. Monthly principal payments, amortized over a six-year
period, shall become due and payable beginning January 1, 2024 or the first day of the
first month after issuance of the Certificate of Completion for the Project if the
Certificate of Completion for the Project is issued after January 1, 2024 and on the first
day of each month thereafter until the entire balance of the Loan is paid. The entire
balance of the Loan shall become due and payable not later than the December 1,
2030 or the first day of the 72nd month after issuance of the Certificate of Completion
for the Project if the Certificate of Completion for the Project is issued after January 1,
2024. At the time of the initial disbursement of Loan funds to Developer, Developer
shall execute the Promissory Note in the form attached hereto as Exhibit I payable to
the order of the City in the principal amount of Three Hundred Forty Thousand Dollars
($340,000) and the Mortgage, attached as Exhibit J.
(3) The value of the Property shall at no time be less than the unpaid balance of the
Mortgage.
(4) Loan funds shall be disbursed to Developer by City upon award of the
Certificate of Completion and Developer's written request for funds.
3.6 Downtown Housing Incentive.
(1) City agrees to provide to Developer on the terms and conditions set forth in the
Downtown Housing Incentive Program attached hereto as Exhibit F, a grant in an
amount not to exceed Thirty Thousand Dollars ($30,000.00) (the Grant).
(2) Grant funds will not be disbursed to Developer until City has issued a Certificate
of Completion for the Project. The Grant shall be paid in Ten Thousand Dollar
($10,000.00) payments for each apartment that receives a Certificate of Completion up
to a maximum of three 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 Downtown Housing Assistance application.
3.7 Planning and Desiqn 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 Development Property on the terms and conditions set
forth by the State Historic Preservation Office and as set forth in Exhibit G.
3.8 Fa�ade Grant. City agrees to provide a matching (1:1) grant not to exceed Ten
Thousand Dollars ($10,000)to reimburse Grant Recipient for documented costs that improve
the overall appearance of the Development Property, provided the Project meets the criteria of
the Fa�ade Grant Program and on the terms and conditions set forth by the State Historic
Preservation Office and as set forth in Exhibit G.
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 ProjecYs feasibility.
3.10. Payment of the Grants. The Grants shall be payable as follows:
(1) Any and all portions of the Grants shall be funded solely and only from available
Program funds;
(2) Prior to the release of any grant funds, (i) Developer shall have submitted
documentation of its eligible expenses under the corresponding grant program and (ii)
City shall have issued a Certificate of Completion; and
(3) The Grant funds shall be disbursed directly to Developer.
SECTION 4. NON-APPROPRIATION / LIMITED SOURCE OF FUNDING.
4.1 Non-Appropriation.
(1) Notwithstanding anything in this Agreement to the contrary, the
obligation of City to pay any installment of the Economic Development Grants
from the pledged tax increment revenues shall be an obligation limited to
currently budgeted funds, and not a general obligation or other indebtedness of
City or a pledge of its full faith and credit within the meaning of any
constitutional or statutory debt limitation, and shall be subject in all respects to
the right of non-appropriation by the City Council of City as provided in this
Section. City may exercise its right of non-appropriation as to the amount of the
installments to be paid during any fiscal year during the term of this Agreement
without causing a termination of this Agreement. The right of non-appropriation
shall be exercised only by resolution affirmatively declaring City's election to
non-appropriate funds otherwise required to be paid in the next fiscal year
under this Agreement.
(2) In the event the City Council of City 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 Grants due and payable in that
future fiscal year, then City shall have no further obligation to Employer or
Developers for the payment of any installments due in that future fiscal year
which cannot be paid with the funds then appropriated for that purpose.
4.2 The right of non-appropriation reserved to City in this Section 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 competentjurisdiction 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,
and to this end the provisions of this Agreement are severable.
SECTION 5. COVENANTS OF DEVELOPER
5.1 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's
Standards for Rehabilitation.
5.2. Operation of Property. Housing Vouchers. For and in consideration of the Grant
offered under this Agreement, during the operation of the Development Property as a rental
residential property, Developer shall accept, or cause to be accepted, applications from
prospective tenants with housing vouchers issued under the U.S. HUD's Section 8 voucher
program or a similar program who are otherwise qualified prospective tenants. Developer shall
not deny any tenant a lease based on a public assistance source of income. A public
assistance source of income means income and support derived from any tax supported
federal, state or local funds, including, but not limited to, social security, supplemental security
income, temporary assistance for needy families, family investment program, general relief,
food stamps, and unemployment compensation, housing choice voucher subsidies and similar
rent subsidy programs. This Section 5.2 shall survive the termination of this Agreement. If
Developer or Developer's successors or assigns violates the requirements of this Section 5.2
as determined by the City Manager in the City Manager's sole discretion after the termination
of this Agreement, Developer or Developer's successors or assigns shall not be eligible for
any City financial assistance programs.
5.3 Books and Records. During the term of this Agreement, Developer shall keep at all
times and make available to City upon reasonable request proper books of record and
account in which full, true and correct entries will be made of all dealings and transactions of
or in relation to the business and affairs of Developer in accordance with generally accepted
accounting principles consistently applied throughout the period involved, and Developer shall
provide reasonable protection against loss or damage to such books of record and account.
5.4 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.
5.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to
apply for any state or local property tax exemptions which are available with respect to the
Development Property or the 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 lowa Code Chapters 404 and 427, as amended.
5.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of 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. 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). 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.
(4) Developer shall notify City immediately in the case of damage exceeding Fifty
Thousand Dollars ($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.
5.7 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.
5.8 Non-Discrimination. In carrying out the project, Developers shall not discriminate
against any employee or applicant for employment because of age, color, familial status,
gender identity, marital status, mental/physical disability, national origin, race, religion/creed,
sex, or sexual orientation.
5.9 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.
5.10 Non-Transferability. Until such time as the Minimum Improvements are complete (as
certified by City under Section 2.5), this Agreement may not be assigned by Developer nor
may the Property be transferred by Developer to another party. Thereafter, with the prior
written consent of City, which shall not be unreasonably withheld, Developer shall have the
right to assign this Agreement, and upon assumption of the Agreement by the assignee,
Developer shall no longer be responsible for its obligations under this Agreement.
5.11 No chanqe in Tax Classification. Developer agrees that it will not take any action to
change, or otherwise allow, the classification of the Property for property tax purposes to
become other than commercial property and to be taxed as such under lowa law. This
restriction shall terminate upon the termination of this Agreement. However, Developer may
apply for a reclassification of the Property in the event lowa law is modified to allow a building
containing four apartments within one building to be classified as residential for property tax
purposes.
5.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and
every successor in interest to the Property or any part thereof, for the duration of this
Agreement, 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
restaurant and upper-story housing, 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).
5.13 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 6. EVENTS OF DEFAULT AND REMEDIES
6.1 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.
(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.
6.2. 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 the 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) Until issuance of the Certificate of Completion, City shall be entitled to recover
from Developer the sum of all amounts expended by City in connection with the
funding of the Downtown Rehab Loan/Grant and Economic Development Grant to
Developer 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.
6.3 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.
6.4 No Implied Waiver. In the event any agreement contained in this Agreement should be
breached by any party and thereafter waived by any other party, such waiver shall be limited
to the particular breach so waived and shall not be deemed to waive any other concurrent,
previous or subsequent breach hereunder.
6.5 Agreement to Pav Attornevs' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to recover reasonable
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.
6.6 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 their
performance under this Agreement until they receive assurances from City, deemed adequate
by Developer, that City will cure its default and continue its performance under this
Agreement.
SECTION 7. GENERAL TERMS AND PROVISIONS
7.1 Notices and Demands. Whenever this Agreement requires or permits any notice or
written request by one party to another, it shall be deemed to have been 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: Chris Miller
Chadwick Block, LLC
1204 Timber Hyrst Ct.
Dubuque, lowa 52003
With copy to: Drake Law Firm, P.C.
D. Flint Drake
300 Main Street, Suite 323
Dubuque, IA 52003
If to City: City Manager
50 W. 13th Street
Dubuque, lowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With copy to: City Attorney
City Hall
50 W. 13t" Street
Dubuque IA 52001
or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
7.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
City and Developer and their respective successors and assigns.
7.3 Force Maieure. A party shall be excused from its obligations under this Agreement if
and to the extent and during such time as the party is prevented, impeded, or hindered,
unable to perform its obligations or is delayed in doing so due to events or conditions outside
of the party's reasonable control and after the party has taken reasonable steps to avoid or
mitigate such event or its consequences (each a "Force Majeure Event") including, without
limitation in any way, as the result of any acts of God, war, fire, or other casualty, riot, civil
unrest, extreme weather conditions, terrorism, strikes and/or labor disputes, pandemic,
epidemic, quarantines, government stay-at-home orders, municipal and other government
orders, failure of Internet, or other matter beyond the control of such party. Upon the
occurrence of a Force Majeure Event, the party incurring such Force Majeure Event will
promptly give notice to the other party identifying the Force Majeure Event, explaining how it
impacts performance and the estimated duration, identifying the relief requested, agreeing to
limit damages to the other party and to immediately resume performance upon termination of
the Force Majeure Event, and agreeing to supplement the notice as more information
becomes available, and thereafter the parties shall meet and confer in good faith in order to
identify a cure of the condition affecting its perFormance as expeditiously as possible. No
obligation to make a payment required by this Agreement is excused by a Force Majeure
Event. The nonperForming party shall not be entitled to any damages or additional payments
of any kind for any such delay.
7.4 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on December 31, 2036 (the Termination Date).
7.5 Execution bv Facsimile. The parties agree that this Agreement may be transmitted
between them by facsimile machine. The parties intend that the faxed signatures constitute
original signatures and that a faxed Agreement containing the signatures (original orfaxed)of
all the parties is binding on the parties.
7.6 Memorandum of Development Aqreement. Developer 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, lowa. 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 CHADWICK BLOCK, LLC
By By � �
Brad M. Cavanagh, Mayor Chris Miller, Owner I
Attest:
II
Adrienne N. Breitfelder, City Clerk �
�f
9
�
1
01052D23ba1
(City Seal)
STATE OF IOWA )
) SS
COUNTY OFDUBUQUE )
On this day of 20_, before me the undersigned, a Notary Public
in and for the said County and State, personally appeared Brad M. Cavanagh and Adrienne N.
Breitfelder, 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 I
executing the instrument to which this is attached; that the seal affixed hereto is the seal of I
said municipal corporation;that said instrumentwas signed and sealed on behalfofthe City of ��
Dubuque, lowa, 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 said City, ''�
by it and by them voluntarily executed.
;I
I
�,
Notary Public j
',i
II
STATE OF IOWA ) I
) SS
COUNTY OF DUBUQUE )
��
.
On this 2�� day of ,. 20')before me the undersigned,a Notary Public I
in and for the State of lowa, p rsonally appeared Chris Miller, to me personally known, who,
being by me duly sworn, did say that he is Manager of Chadwick Block, LLC the limited
liability company executing the instrument to which this is attached and that as said Manager �I
of Chadwick Block, LLC acknowledged the execution of said instrument to be the voluntary
act and deed of said company, by it and by him voluntarily executed.
�
.•� ��, DANIEL FLINT pRqKE
Notary Public ��F Commission Number797267
My Commiesion EApiree
September 20, 2024
010520236a1
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, Fa�ade Grant Program, and Financial
Consultant Grant Program
EXHIBIT H Certification of Completion
EXHIBIT I Promissory Note
EXHIBIT J Mortgage
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
Barry A.Lindahl,Esq. Dubuque
Senior Counsel THE CITY OF �
Suite 330,Harbor View Place All-A�erirad�
300 Main Street ��L � 1�� ��r:k�.�,���
Dubuque,Iowa 52001-6944 I I o
(563)583-4113 office
(563)583-1040 fax �00�•201z•2013
Masterpiece on the Mississippi zoi�*zoig
balesq(i�cityofdubuque.org
(DATE)
RE:
Dear •
I have acted as counsel for the City of Dubuque, lowa, in connection with the execution and
delivery of a certain Development Agreement between Chadwick Block, LLC (Developer)and
the City of Dubuque, lowa (City) dated for reference purposes the day of ,
2023.
The City has duly obtained all necessary approvals and consents for its execution, delivery
and perFormance of this Agreement and has full power and authority to execute, deliver and
perform its obligations under this Agreement, and to the best of my knowledge, the
representations of the City Manager in his letter dated the day of , 20_, are
correct.
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
BAL:tIs
EXHIBIT B
OPINION OF DEVELOPER'S COUNSEL
Mayor and City Councilmembers
City Hall
13t" and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, lowa and
Dear Mayor and City Councilmembers:
We have acted as counsel for Chadwick Block, LLC, in connection with the execution
and delivery of a certain Development Agreement (Development Agreement) between
Developer and the City of Dubuque, lowa (City) dated for reference purposes the day of
, 2023.
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other documents
and records as we have deemed relevant and necessary as a basis for the opinions set forth
herein.
Based on the pertinent law, the foregoing examination and such other inquiries as we
have deemed appropriate, we are of the opinion that:
1. Developer is a limited liability company organized and existing underthe laws of
the State of lowa and has full power and authority to execute, deliver and perForm in full the
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 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.
2. To our actual knowledge with no duty to inquire, the execution, delivery and
perFormance by Developer of the Development Agreement and the carrying out of the terms
thereof, will not result in violation of any provision of, or in default under, the articles of
incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness,
agreement,judgment, decree, order, statute, rule, regulation or restriction to which Developer
is a party or by which Developer's property is bound or subject.
3. To our actual knowledge with no duty to inquire, there are no actions, suits or
proceedings pending or threatened against or affecting Developer in any court or before any
arbitrator or before or by any governmental body in which there is a reasonable possibility of
an adverse decision which could materially adversely affect the business (present or
prospective), financial position or results of operations of Developer or which in any manner
raises any questions affecting the validity of the Agreement or the Developer's ability to
perForm Developer's obligations thereunder.
This opinion is rendered for the sole benefit of the City of Dubuque and no other party may
rely on this opinion.
This opinion is rendered and valid as of the date of this letter and we have no duty to update
this opinion for any matters which come to our knowledge after the date of this letter.
Sincerely,
EXHIBIT C
CITY CERTIFICATE
Dubuque CityManager'sOffice
THE CITY OF � city xall
50 West 13�h Street
All-America Ci� Dubuque,Iowa 52001-4864
�,�Ik N,U�J1'k-I I.��.I
U� � � � ��� (563)589-4110 office
(563)589-4149 fax
ctymgr@cityofdubuque.org
20D7*Z012*2013
Mas�erpiece on �he Mississippi 2oi�*2oi9
(DATE)
Dear •
I am the City Manager of the City of Dubuque, lowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
Chadwick Block, LLC (Developer) and the City of Dubuque, lowa (City) dated for reference
purposes the day of , 2023.
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 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.
Sincerely,
Michael C. Van Milligen
City Manager
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
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, lowa, an lowa municipal
corporation, of Dubuque, lowa, and Chadwick Block, LLC was made regarding the following
described premises:
Lot 1 of MONTANA HOUSE, in the City of Dubuque, lowa, according to the Plat
recorded as Instrument#2020-2319, records of Dubuque County, lowa.
The Development Agreement is dated for reference purposes the day of
, 20_, and contains covenants, conditions, and restrictions concerning the sale
and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this Memorandum
and the Development Agreement itself, executed by the parties, the terms and provisions of
the Development Agreement shall prevail. A complete counterpart of the Development
Agreement, together with any amendments thereto, is in the possession of the City of
Dubuque and may be examined at its offices as above provided.
Dated this day of , 20_.
CITY OF DUBUQUE, IOWA CHADWICK BLOCK, LLC
By By
Brad M. Cavanagh Chris Miller, Owner
Mayor
Attest:
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 Chadwick Block, LLC was made regarding the following
described premises:
Lot 'I of MONTANA HOUSE, in the City of Dubuque, Iowa, according to the Plat
recorded as Instrument#2020-2319, records of Dubuque County, Iowa.
The Development Agreement is dated for reference purposes the day of
, 20 , and contains covenants, conditions, and restrictions concerning the sale
and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this Memorandum
and the Development Agreement itself, executed by the parties, the terms and provisions of
the Development Agreement shall prevail. A complete counterpart of the Development
Agreement, together with any amendments thereto, is in the possession of the City of
Dubuque and may be examined at its offices as above provided.
Dated this al day of �I.yi ts� , 20a�
CITY OF DUBUQUE, IOWA CHADWICK BLOCK, LLC
By _ By
Brad M. Cav Chris Miller, Owner
Mayor
Attest:
01052023ba1
CITY OF DUBUQUE, IOWA CHADWICK BLOCK, LLC
By � By
Brad M. C , Mayor Chris Miller, Owner
Attest:
" ti N. Brei-tfc+d-er, City Clerk
Trish L, Gleason, Assistant City Clerk
01052023ba1
(City Seal)
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this day of auyLL t 20 before me the undersigned, a Notary Publig.,
in and for the said County afid State, personally appeared Brad M. Cavanagh and Adrienne N.
Breitfelder, to me personally known, who, being by me duly sworn, did say that they are the
Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation
executing the instrument to which this is attached; that the seal affixed hereto is the seal of
said municipal corporation; that said instrument was signed and sealed on behalf of the City of
Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk
acknowledged the execution of said instrument to be the voluntary act and deed of said City,
by it and by them voluntarily executed. *'` Trish L, Gleason, Assistant City Clerk
USDE LN B
co TmULdoEn Number LUE 842479
My Comm.Exp..9 .).u114,+5-
Notary Public
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this 2-14- day of / 20") before me the undersigned, a Notary Public
in and for the State of Iowa, pdrsonally appeared Chris Miller, to me personally known, who,
being by me duly sworn, did say that he is Manager of Chadwick Block, LLC the limited
liability company executing the instrument to which this is attached and that as said Manager
of Chadwick Block, LLC acknowledged the execution of said instrument to be the voluntary
act and deed of said company, by it and by him voluntarily executed.
]).
�. � DANIEL FL1N'f DRAKE
Notary Public I �Commission Number 7412b7
My Commission Expires
°tY September 20, 2024
01052023ba1
EXHIBIT E
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13t"Street, Dubuque, IA 52001)
EXHIBIT F
DOWNTOWN HOUSING INCENTIVE PROGRAM
Dubuque Economic Development Department
THE CITY OF
�^ 50 West 13`h Street
AlhAneriea Cit� Dubuque,Iowa 52001-4864
UB E �����.:Y�r.
�� � � � � Office(563) 589-4393
TTY(563)690-6678
2007•2012 http://www.cityofdubuque.org
Masterpiece on the Mississippi Zo13•zol,
DOWNTOWN HOUSING INCENTIVE PROGRAM
Proiects eliqible to receive assistance from this established pool of funds must
meet the followinq requirements:
• The project must assist in the creation of new market-rate downtown rental and/or owner-
occupied residential units within the Greater powntown Urban Renewal District (see attached
map) and have timely commencement &completion dates identified.
• The project must be the rehabilitation of an existing structure.
• Within the Washington Neighborhood, rental units must be located above a commercial
component on the first floor of the building unless the project is rehabilitating or reusing a former
church or school building.
• Exterior alterations are subject to design review and approval. The Historic District Guidelines
shall apply to projects located in Historic Preservation District. The Downtown Design Guidelines
shall apply to all other project locations. Projects which conform to the applicable guidelines may
be reviewed and approved by the City Planner. Projects that do not strictly conform to the
applicable guidelines will be forwarded to the Historic Preservation Commission (HPC)for
consideration. New construction or substantial rehabilitation projects may also be considered by
the HPC. The process for review is at the discretion of the City Planner. Guidelines can be viewed
and downloaded at http://citvofdubuque.orq/1295/Desiqn-Guidelines.
• Any signs on the property that do not comply with City zoning regulations and design guidelines
must be included in the design review and improved to comply with applicable City Codes.
Submittal must include the design materials and colors that will be used on the sign face, how the
sign will be displayed, and any lighting proposed.
• A detailed rendering/drawing of the proposed project must be included. The plans should
include dimensions and architectural details and label materials. Plans prepared by a design
professional (e.g. architect or draftsperson) are strongly recommended. Applications without
detailed drawings will not be considered complete and will not be accepted by the City.
• Deviation from an approved project plan may disqualify the project from theprogram.
• City funded projects may be required to meet sound proofing, lighting, security, or other standards—
as determined by the City of Dubuque following an internal neighborhood impact study— particularly
when units are located in mixed-use neighborhoods.
• Preference will be given to projects that also utilize Federal and/or State Historic Tax
Credits.
• No more than $10,000 in assistance will be considered per residential unit.
• In general, no more than $750,000 will be provided to a single project.
• No developer fee will be permitted until all city assistance is paid or satisfied in full.
• The City will disburse committed funds after the project is complete and a Certificate of
Occupancy has been provided for the housing units.
• A minimum of 2 new housing units must be created in the project.
• Units smaller than 650 square feet will not be eligible for this project.
• No residential units will be allowed to have a restriction of less than 80% of the median
income.
• No more than 65% of the units of any project can have a restriction of 80% of the
median income.
• A project that is funded by Low Income Tax Credits (LITC) is noteligible.
• Owner of property must certify that all property in the City of Dubuque, for which the owner has
any interest, complies with all applicable City of Dubuque ordinances and regulations,
including, but not limited to, housing, building, zoning, fire, health, and vacant and abandoned
building regulations.
• Applications will be reviewed monthly by the Review Committee, consisting of at least one
representative from the City's Economic Development, Planning, and Building Services
Departments. The Review Committee will score each application and will fund projects that
meet the program criteria and are ready to commence within three months.
EXHIBIT G
FA�ADE, PLANNING AND DESIGN, AND FINANCIAL CONSULTANT GRANT
PROGRAM
35
PLANNING AND DESIGN GRANT INFORMATION
This program provides grants in the Greater powntown 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) per building may be awarded by the City 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 dispersed 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 or the Historical Preservation
Commission is required for exterior work on the project.
2. Grant applications will be reviewed by City staff and approved by the City Manager.
3. Funding will be dispersed upon staff review of documented expenditures and
inspection of a completed project.
36
FACADE GRANT INFORMATION
This program provides grants in the Greater powntown Urban Renewal District for front or
rear fa�ade renovation to restore the fa�ade 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 $10,000 grant.)
Grant Specific Conditions:
• Reimbursement is for labor and material costs associated with fa�ade
improvements, including, but not limited to rehabilitating or improving
windows, paint, signage, or awnings to enhance overall appearance.
• Landscaping or screening with fencing or retaining walls may be a
reimbursable expense if a determination is made that property is improved
adjacent to public right-of-way.
• In order to receive reimbursement for repointing, a mortar analysis sample
must be provided for each fa�ade that will be repointed. The applicant must
adhere to the results of that analysis in their rehabilitation work as part of
their approved project plan. The City may request verification that the new
mortar matches the results of the mortar analysis.
• Language from the National Park Service Technical Preservation Services
Briefs may be attached as a condition for a building permit if the applicant
chooses to perForm repointing on the project.
• Reimbursable expenditures must be documented.
• Grants will be dispersed upon completion of work at a rate of$.50 for each
$1.00 of qualified costs.
Approval Process:
1. Design review by the City Planning Department or the Historical Preservation
37
Commission is required for exterior work on the project.
2. Grant applications will be reviewed by City staff and approved by the City Manager.
3. Funding will be dispersed upon staff review of documented expenditures and
inspection of a completed project.
38
FINANCIAL CONSULTANT GRANT INFORMATION
This program provides grants in the Greater powntown 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.
• The 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 dispersed 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 or the Historical Preservation
Commission is required for exterior work on the project.
2. Grant applications will be reviewed by City staff and approved by the City Manager.
3. Funding will be dispersed upon staff review of documented expenditures and
inspection of a completed project.
39
EXHIBIT H
CERTIFICATE OF COMPLETION
40
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, lowa, a municipal corporation (the"Grantor"), has
granted incentives to Chadwick Block, LLC (the "Grantee"), in accordance with a
Development Agreement dated as of [Date] (the "Agreement"), and as amended by the
First amendment to Development Agreement, by and among the Grantor, and the Grantee
(collectively, the "Agreement"), certain real property located within the Greater powntown
Urban Renewal District of the Grantor and as more particularly described as follows:
Lot 1 of MONTANA HOUSE, in the City of Dubuque, lowa, according to the Plat
recorded as Instrument #2020-2319, records of Dubuque County, lowa.
(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 2.4 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
41
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
By:
Mike Van Milligen, City Manager
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of , 20_, before me, the undersigned, a Notary Public
in and for the State of lowa, personally appeared and acknowledged
said execution of the instrument to be his/her voluntary act and deed.
Notary Public in and for
Dubuque County, lowa
42
EXHIBIT I
PROMISSORY NOTE
43
City of Dubuque, Iowa
PROMISSORY NOTE
Date: it4 i-Li 2 ,2023
Loan Number: DRLP # 1 - 23
Fund Source: Downtown Rehabilitation Loan Program (TIF)
$340,000
FOR VALUE RECEIVED,the undersigned,Chadwick Block,LLC,249 W 1st Street,Dubuque,Iowa,promises
to pay to the order of the City of Dubuque, Iowa, 50 W. 13th Street, Dubuque, Iowa,52001,or at such place
as it may direct, the sum of THREE HUNDRED FORTY THOUSAND DOLLARS ($340,000), together with
interest at the rate of 0 % per annum, upon the unpaid balance, in monthly principal payments beginning
January 1, 2024 and on the first day of each month thereafter until paid in full. The entire outstanding
principal balance, if not sooner paid, shall be paid in full on December 31, 2029.
If a default occurs under this Promissory Note or any of the other agreements between the undersigned and
the holder and is not cured within TEN (10) DAYS after written notice to the undersigned, then the holder
may, as its right and option, declare immediately due and payable the principal balance of this Promissory
Note and interest accrued hereon. The undersigned further agrees to pay all costs of collection, including
reasonable attorneys'fees. The City of Dubuque may at any time renew this Promissory Note or extend its
maturity date for any period and release any security for, or any party to this Promissory Note, all without
notice to or consent of and without releasing any maker, accommodation maker,endorser or guarantor from
any liability on the Promissory Note. Presentment or other demand for payment, notice of dishonor and
protest are hereby waived by the undersigned and each endorser and guarantor.
This Promissory Note is subject to the Loan Agreement of same date by and between the undersigned and
the City of Dubuque(including but not limited to a reduction in the principal amount of this Promissory Note as
authorized by paragraph 5 of said Loan Agreement)and any default under said Loan Agreement is a default
under this Promissory Note.
Signed,
Chadwick Block LLC
Chris Mi er, Owner
44
EXHIBIT J
MORTGAGE
45
Prepared by: Jill M.Connors City Hall,50 W. 13th Street Dubuque, Iowa 52001 Phone:563-583-4213
Return to: same
MORTGAGE F
THIS MORTGAGE Is made between Chadwick Block,LLC("Mortgagor")and City of Dubuque, Iowa("Mortgagee").
[ ]If this box is checked,this Mortgage is a Purchase Money Mortgage as defined in the Iowa Code.
1.Grant of Mortgage and Security Interest. Mortgagor hereby sell,convey and mortgage unto Mortgagee,and grant a
security Interest to Mortgagee in the following described property:
a. Land and Buildings.-All of Mortgagor's'right,title and interest in and to the following described real estate situated
in Dubuque County,Iowa(the"Land");
Lot 1 of MONTANA HOUSE,In the City of Dubuque,Iowa,according to the Plat recorded as Instrument#2020-
2319,records of Dubuque County,Iowa.
b.Personal Property. All fixtures and other personal property integrally belonging to,or hereafter becoming an integral
part of the Land or Buildings.whether attached or detached,including but not limited to,light fixtures,shades,rods,
blinds,Venetian blinds,awnings,storm windows,screens,linoleum,water softeners, automatic heating and air-
conditioning equipment and all proceeds,products,Increase,issue,accessions,attachments,accessories,parts,
additions,repairs.replacements and substitutes of,to,and for the foregoing(the"Personal Property").
c.Revenues and Income. All rents,Issues,profits,leases,condemnation awards and insurance proceeds now or
hereafter arising from the ownership,occupancy or use of the Land,Buildings and Personal Property,or any part thereof
(the"Revenues and Income").
TO HAVE AND TO HOLD the Land,Buildings, Personal Property and Revenues and Income(collectively called the
"Mortgaged Property"),together with all privileges,heredllaments thereunto now or hereafter belonging,or in any way
appertaining and the products and proceeds thereof,unto Mortgagee,its successors and assigns.
2.Obligations. This Mortgage secures the following(hereinafter collectively referred to as the"Obligations"):
a.The payment of the loan made by Mortgagee to Chadwick Block,LLC evidenced by a promissory note dated.
,2023 in the principal amount of$340,000.00,any renewals,extensions,modifications or refinancing
thereof and any promissory notes Issued In substitution therefor;and
b.All other obligations of Mortgagor to Mortgagee,now existing or hereafter arising,whether direct or indirect,contingent
or absolute and whether as maker or surety,including,but not limited to,future advances and amounts advanced and
expenses incurred by Mortgagee pursuant to this Mortgage.
3.Representations and Warranties of Mortgagor. Mortgagor represents,warrants and covenants to Mortgagee that(i)
Mortgagors hold clear title to the Mortgaged Property and title in fee simple in the Land;(II)Mortgagor has the right,power and
authority to execute this Mortgage and to mortgage,and grant a security interest in the Mortgaged Property;(ill)the Mortgaged
Property is free and clear of all liens and encumbrances,except for real estate taxes not yet delinquent and except as otherwise
stated in subparagraph 1 a.herein;(iv)Mortgagor will warrant and defend title to the Mortgaged Property and the lien and priority of
this Mortgage against all claims and demands of all persons,whether now existing or hereafter arising;and(v)all buildings and
improvements now or hereafter located on the Land are,or will be,located entirely within the boundaries of the Land.
4.Payment and Performance of the Obligations. Mortgagor will pay all amounts payable under the Obligations in
accordance with the terms of the Obligations when and as due and will fimely perform all other obligations of Mortgagor under the
Obligations.The provisions of the Obligations are hereby Incorporated by reference into this Mortgage as if fully set forth herein.
5.Taxes. Mortgagor shall pay each installment of all taxes and special assessments of every kind,now or hereafter levied
against the Mortgaged Property before the same become delinquent,without notice or demand,and shall deliver to Mortgagee proof
of such payment within fifteen(15)days after the date in which such tax or assessment becomes delinquent.
6.Liens. Mortgagor shall not create,incur or suffer to exist any lien,encumbrance,security interest or charge on the
Mortgaged Property or any part thereof which might or could be held to be equal or prior to the lien of this Mortgage,other than the
lien of current real estate taxes and installments of special assessments with respect to which no penalty is yet payable.Mortgagor
shall pay,when due,the claims of all persons supplying labor or materials to or In connection with the Mortgaged Property.
7.Compliance with Laws. Mortgagor shall comply with all present and future statutes,laws,rules,orders,regulations and
46
ordinances affecting the Mortgaged Property,any part thereof or the use thereof.
8. Permitted Contests. Mortgagor shall not be required to(I)pay any tax,assessment or other charge referred to in
paragraph 5 hereof,(ii)discharge or remove any Hen,encumbrance or charge referred to in paragraph 6 hereof,or(Hi)comply with
any statute, law,rule,regulation or ordinance referred to in paragraph 7 hereof,so long as Mortgagor shall contest,in good faith,the
existence,amount or the validity thereof,the amount of damages caused thereby or the extent of Mortgagor's liability therefor,by
appropriate proceedings which shall operate during the pendency thereof to prevent(A)the collection of,or other realization upon
the tax,assessment,charge or lien,encumbrances or charge so contested,(B)the sale,forfeiture or loss of the Mortgaged Property
or any part thereof,and(C)any Interference with the use or occupancy of the Mortgaged Property or any part thereof.Mortgagor
shall give prompt written notice to Mortgagee of the commencement of any contest referred to in this paragraph 8.
9.Care of Property. Mortgagor shall take good care of the Mortgaged Property;shall keep the Buildings and Personal
Property now or later placed upon the Mortgaged Property in good and reasonable repair and shall not injure,destroy or remove
either the Buildings or Personal Property during the term of this Mortgage.Mortgagor shall not make any material alteration to the
Mortgaged Property without the prior written consent of Mortgagee.
10.Insurance.
a. Risks to be Insured. Mortgagor,at its sole cost and expense,shall maintain insurance on the Building and other
improvements now existing or hereafter erected on the Land and on the Personal Property included In the Mortgaged
Property against loss by fire,extended coverage perils and such other hazards as Mortgagee may from time to time
require,such Insurance to have a"Replacement Cost"endorsement attached thereto,with the amount of the insurance at
least equal to the balance of the Obligations.Such Insurance shall name Mortgagee as a loss payee. At Mortgagor's
option,such policy may have a coinsurance clause of not less than 90%of replacement cost provided the policy contains
an appropriate form of cost escalation endorsement.Mortgagor will at its sole cost and expense,from time to time,and at
any time at the request of Mortgagee,provide Mortgagee with evidence satisfactory to Mortgagee of the replacement cost
of Mortgaged Property.Mortgagor will maintain such other insurance as Mortgagee may reasonably require.
b. Policy Provisions. All insurance policies and renewals thereof maintained by Mortgagor pursuant to this Mortgage '..
shall be written by an insurance carrier satisfactory to Mortgagee,contain a mortgagee clause in favor of and in form •
acceptable to Mortgagee,contain an agreement of the Insurer that it will not amend,modify or cancel the policy except
after thirty(30)days prior written notice to Mortgagee,and be reasonably satisfactory to Mortgagee in all other respects.c.Delivery of Policy or Certificate. If requested by Mortgagee,Mortgagor will deliver to Mortgagee original policies
satisfactory to Mortgagee evidencing the insurance which is required under this Mortgage,and Mortgagor shall promptly
furnish to Mortgagee at renewal notices and,upon request of Mortgagee,evidence of payment thereof.At least ten(10)
days prior to the expiration date of a required policy,Mortgagor shall deliver to Mortgagee a renewal policy in form
satisfactory to Mortgagee.
d.Assignment of Policy. If the Mortgaged Property is sold at a foreclosure sale or if Mortgagee shall acquire title to
the Mortgaged Property, Mortgagee shall have at of the right,title and interest of Mortgagor in and to any insurance
policies required hereunder,and the unearned premiums thereon,and in and to the proceeds thereof resulting from any
damage to the Mortgaged Property prior to such sale or acquisition.
e.Notice of Damage or Destruction;Adjusting Loss. if the Mortgaged Property or any part thereof shall be
damaged or destroyed by fire or other casualty,Mortgagor will,within five(5)calendar days after the occurrence of such
damage or destruction,give written notice thereof to the insurance carrier and to Mortgagee and will not adjust any
damage or loss which is estimated by Mortgagor in good faith to exceed$25,000 unless Mortgagee shall have joined in or
concurred with such adjustment;but if there has been no adjustment of any such damage or loss within four(4)months
from the date of occurrence thereof and if an Event of Default shall exist at the end of such four(4)month period or at any
time thereafter,Mortgagee may alone make proof of loss,adjust and compromise any claim under the policies,and
appear in and prosecute any action arising from such policies.In connection therewith,Mortgagor do hereby irrevocably
authorize,empower and appoint Mortgagee as attorney-in-fact for Mortgagor(which appointment is coupled with an
Interest)to do any and all of the foregoing in the name and on behalf of Mortgagor.
f.Application of Insurance Proceeds. All sums paid under any insurance policy required by this Mortgage shall be
paid to Mortgagee,which shall,at its option,apply the same(after first deducting therefrom Mortgagee's expenses
incurred in collecting the same including but not limited to reasonable attorney's fees)to the reduction of the Obligations
or to the payment of the restoration,repair,replacement or rebuilding of Mortgaged Property that is damaged or destroyed
in such manner as Mortgagee shall determine and secondly to the reduction of the Obligations.Any application of
insurance proceeds to principal of the Obligations shall not extend or postpone the due date of the installments payable
under the Obligations or change the amount of such installments.
g. Reimbursement of Mortgagee's Expenses. Mortgagor shall promptly reimburse Mortgagee upon demand for all of
Mortgagee's expenses incurred in connection with the collection of the insurance proceeds,including but not limited to
reasonable attorneys fees,and all such expenses shall be additional amounts secured by this Mortgage.
11. Inspection. Mortgagee,and its agents,shall have the right at all reasonable times,to enter upon the Mortgaged Property
for the purpose of inspecting the Mortgaged Property or any part thereof. Mortgagee shall,however,have no duty to make such
inspection.Any inspection of the Mortgaged Property by Mortgagee shall be entirely for its benefit and Mortgagor shall in no way
rely or claim reliance thereon.
12. Protection of Mortgagee's Security. Subject to the rights of Mortgagor under paragraph 8 hereof,if Mortgagor fails to
perform any of the covenants and agreements contained in this Mortgage or if any action or proceeding is commenced which affects
the Mortgaged Property or the interest of the Mortgagee therein,or the title thereto,then Mortgagee,at Mortgagee's option,may
perform such covenants and agreements,defend against or investigate such action or proceeding,and take such other action as
Mortgagee deems necessary to protect Mortgagee's interest.Any amounts or expenses disbursed or incurred by Mortgagee in good
faith pursuant to this paragraph 12 with interest thereon at the rate of 10%per annum,shall become an Obligation of Mortgagor
secured by this Mortgage.Such amounts advanced or disbursed by Mortgagee hereunder shall be immediately due and payable by
Mortgagor unless Mortgagor and Mortgagee agree in writing to other terms of repayment.Mortgagee shall,at Its option,be
subrogated to the lien of any mortgage or other lien discharged in whole or in part by the Obligations or by Mortgagee under the
provisions hereof,and any such subrogation rights shall be additional and cumulative security for this Mortgage.Nothing contained
47
in this paragraph shall require Mortgagee to incur any expense or do any act hereunder,and Mortgagee shall not be liable to
Mortgagor for any damage or claims arising out of action taken by Mortgagee pursuant to this paragraph.
13.Condemnation. Mortgagor shall give Mortgagee prompt notice of any action,actual or threatened,in condemnation or
eminent domain and hereby assign,transfer and set over to Mortgagee the entire proceeds of any award or claim for damages for
all or any part of the Mortgaged Property taken or damaged under the power of eminent domain or condemnation.Mortgagee is
hereby authorized to Intervene in any such action in the names of Mortgagor,to compromise and settle any such action or claim,
and to collect and receive from the condemning authorities and give proper receipts and acquittances for such proceeds.Any
expenses incurred by Mortgagee in intervening in such action or compromising and settling such action or claim,or collecting such
proceeds shall be reimbursed to Mortgagee first out of the proceeds.The remaining proceeds or any part thereof shall be applied to
reduction of that portion of the Obligations then most remotely to be paid,whether due or not,or to the restoration or repair of the
Mortgaged Property,the choice of application to be solely at the discretion of Mortgagee.
14.Fixture Filing. From the date of Its recording,this Mortgage shall be effective as a financing statement filed as a fixture
filing with respect to the Personal Property and for this purpose the name and address of the debtor is the name and address of
Mortgagor as set forth in paragraph 20 herein and the name and address of the secured party is the name and address of the
Mortgagee as set forth in paragraph 20 herein.
15.Events of Default. Each of the following occurrences shall constitute an event of default hereunder("Event of Default"):
a.Mortgagor shall default in the due observance or performance of or breach Its agreement contained in paragraph 4
hereof or shall default in the due observance or performance of or breach any other covenant,condition or agreement on
its part to be observed or performed pursuant to the terms of this Mortgage.
b.Mortgagor shall make an assignment for the benefits of its creditors,or a petition shall be filed by or against Mortgagor
under the United States Bankruptcy Code or Mortgagor shall seek or consent to or acquiesce In the appointment of any
trustee,receiver or liquidator of a material part of its properties or of the Mortgaged Property or shall not,within thirty(30)
days after the appointment of a trustee,receiver or liquidator of any material part of its properties or of the Mortgaged
Property,have such appointment vacated.
c.A Judgment,writ or warrant of attachment or execution,or similar process shall be entered and become a lien on or be
issued or levied against the Mortgaged Property or any part thereof which is not released,vacated or fully bonded within
thirty(30)days after its entry,issue or levy.
d.An event of default, however defined,shall occur under any other mortgage,assignment or other security document
constituting a lien on the Mortgaged Property or any part thereof.
16.Acceleration;Foreclosure. Upon the occurrence of any Event of Default and at any time thereafter while such Event of
Default exists, Mortgagee may,at its option,after such notice as may be required by law,exercise one or more of the following
rights and remedies(and any other rights and remedies available to It):
a. Mortgagee may declare immediately due and payable all Obligations secured by this Mortgage,and the same shall
thereupon be Immediately due and payable,without further notice or demand.
b. Mortgagee shall have and may exercise with respect to the Personal Property,all the rights and remedies accorded
upon default to a secured party under the Iowa Uniform Commercial Code. If notice to Mortgagor of intended disposition
of such property is required by law in a particular instance,such notice shall be deemed commercially reasonable if given
to Mortgagor at least ten(10)days prior to the date of intended disposition.
c.Mortgagee may(and is hereby authorized and empowered to)foreclose this Mortgage in accordance with the law of
the State of Iowa,and at any time after the commencement of an action in foreclosure,or during the period of redemption,
the court having jurisdiction of the case shall at the request of Mortgagee appoint a receiver to take immediate possession
of the Mortgaged Property and of the Revenues and Income accruing there from,and to rent or cultivate the same as he
may deem best for the interest of all parties concerned,and such receiver shall be liable to account to Mortgagor only for
the net profits,after application of rents,issues and profits upon the costs and expenses of the receivership and
foreclosure and upon the Obligations.
17. Redemption. It is agreed that if this Mortgage covers less than ten(10)acres of land,and in the event of the foreclosure
of this Mortgage and sale of the property by sheriffs sale in such foreclosure proceedings,the time of one year for redemption from
said sale provided by the statues of the State of Iowa shall be reduced to six(6)months provided the Mortgagee,in such action files
an election to waive any deficiency Judgment against Mortgagor which may arise out of the foreclosure proceedings;all to be
consistent with the provisions of Chapter 628 of the Iowa Code.If the redemption period is so reduced,for the first three(3)months
after sale such right of redemption shall be exclusive to the Mortgagor,and the time periods in Sections 628.5,628.15 and 628.16 of
the Iowa Code shall be reduced to four(4)months. It is further agreed that the period of redemption after a foreclosure of this
Mortgage shall be reduced to sixty(60)days If all of the three following contingencies develop:(1)The real estate is less than ten
(10)acres in size;(2)the Court finds affirmatively that the said real estate has been abandoned by the owners and those persons
personally liable under this Mortgage at the time of such foreclosure;and(3)Mortgagee in such action files an election to waive any
deficiency judgment against Mortgagor or their successors in interest in such action. If the redemption period is so reduced,
Mortgagor or their successors in interest or the owner shall have the exclusive right to redeem for the first thirty(30)days after such
sale,and the time provided for redemption by creditors as provided in Sections 628.5,628.15 and 628.16 of the Iowa Code shall be
reduced to forty(40)days.Entry of appearance by pleading or docket entry by or on behalf of Mortgagor shall be a presumption that
the property Is not abandoned.Any such redemption period shall be consistent with all of the provisions of Chapter 628 of the Iowa
Code.This paragraph shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of
the Iowa Code.
18.Attorneys'Fees. Mortgagor shall pay on demand all costs and expenses incurred by Mortgagee in enforcing or
protecting its rights and remedies hereunder,Including,but not limited to,reasonable attorneys'fees and legal expenses.
19. Forbearance not a Waiver,Rights and Remedies Cumulative. No delay by Mortgagee in exercising any right or
remedy provided herein or otherwise afforded by law or equity shall be deemed a waiver of or preclude the exercise of such right or
remedy, and no waiver by Mortgagee of any particular provisions of this Mortgage shall be deemed effective unless in writing signed
by Mortgagee.All such rights and remedies provided for herein or which Mortgagee or the holder of the Obligations may have
otherwise,at law or in equity,shall be distinct,separate and cumulative and may be exercised concurrently,independently or
successively in any order whatsoever,and as often as the occasion therefor arises.
48
20.Notices. All notices required to be given hereunder shall be in writing and deemed given when personally delivered or
deposited in the United States mail,postage prepaid,sent certified or registered,addressed as follows:
a. If to Mortgagor,Chadwick Block,LLC,249 W Street,Dubuque, Iowa 52001
b. If to Mortgagee,to:Economic Development Department;City Hall; 1300 Main St.,Dubuque, Iowa 52001
or to such other address or person as hereafter designated in writing by the applicable party in the manner provided in this
paragraph for the giving of notices.
21.Severability. In the event any portion of this Mortgage shall,for any reason,be held to be invalid,illegal or unenforceable
in whole or in part,the remaining provisions shall not be affected thereby and shall continue to be valid and enforceable and if,for
any reason, a court finds that any provision of this Mortgage is invalid,illegal,or unenforceable as written,but that by limiting such
provision it would become valid,legal and enforceable then such provision shall be deemed to be written,construed and enforced
as so limited.
22.Further Assurances. At any time and from time to time until payment in full of the Obligations,Mortgagor will,at the
request of Mortgagee,promptly execute and deliver to Mortgagee such additional instruments as may be reasonably required to
further evidence the lien of this Mortgage and to further protect the security interest of Mortgagee with respect to the Mortgaged
Property,including, but not limited to,additional security agreements,financing statements and continuation statements.Any
expenses incurred by Mortgagee in connection with the recordation of any such instruments shall become additional Obligations of
Mortgagor secured by this Mortgage.Such amounts shall be immediately due and payable by Mortgagor to Mortgagee.
23.Successors and Assigns bound;Number;Gender;Agents;Captions. The rights,covenants and agreements
contained herein shall be binding upon and inure to the benefit of the respective legal representatives,successors and assigns of
the parties.Words and phrases contained herein,including acknowledgment hereof,shall be construed as in the singular or plural
number,and as masculine,feminine or neuter gender according to the contexts.The captions and headings of the paragraphs of
this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof.
24.Governing Law. This Mortgage shall be governed by and construed in accordance with the laws of the State of Iowa.
25.Release of Rights of Dower,Homestead and Distributive Share. Each of the undersigned hereby relinquishes all
rights of dower,homestead and distributive share in and to the Mortgaged Property and waives all rights of exemption as to any of
the Mortgaged Property.
26.Acknowledgment of Receipt of Copies of Debt Instrument. Mortgagor hereby acknowledge the receipt of a copy of
this Mortgage together with a copy of each promissory note secured hereby.
27.Additional Provisions.
Dated: ✓`^ G f ,2023.
Chadwick Blobk,LLC,Mortgagor
Chris Miller,Owner
I UNDERSTAND THAT HOMESTEAD PROPERTY IS IN MANY CASES PROTECTED FROM THE CLAIMS OF CREDITORS
AND EXEMPT FROM JUDICIAL SALE;AND THAT BY SIGNING THIS MORTGAGE,I VOLUNTARILY GIVE UP MY RIGHT TO
THIS PROTECTION FOR THIS MORTGAGED PROPERTY WITH RESPECT TO CLAIMS BASED UPON THIS MORTGAGE.
Dated: `11-',0~01-'1�
STATE OF IOWA
ss:
COUNTY OF DUBUQUE
On this 27t` day of�� 2023,before me,the undersigned,a Notary Public,personally appeared Chris Miller,to me
known to be the identical pers+Sn named in and who executed the foregoing instru nt,and a nowledged that they executed the
same as their voluntary act and deed.
EL FLINT Dolma
wwumossion
pmeNs"00r,791267
49
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public
hearing on the 5th day of September, 2023, at 6:30 p.m., in the Historic Federal Building,
350 W. 6th Street, 2�d floor, Dubuque, lowa, at which meeting the City Council proposes
to take action to approve a Development Agreement between the City of Dubuque, lowa
and Chadwick Block, LLC, a copy of which is now on file at the Office of the City Clerk,
City Hall, 50 W 13th Street, Dubuque, lowa, providing for the issuance of economic
development grants (Urban Renewal Tax Increment Revenue Grant Obligations)
described therein in order to carry out the purposes and objectives of the Urban Renewal
Plan for the Greater powntown Urban Renewal Area Economic Development District,
consisting of the funding of economic development grants for Chadwick Block, LLC, under
the terms and conditions of the Urban Renewal Plan for the Greater powntown Urban
Renewal Area Economic Development District. The aggregate amount of the Urban
Renewal Tax Increment Revenue Grant Obligations cannot be determined at the present
time but is not expected to exceed $168,683.
At the meeting, the City Council will receive oral and written comments from any resident
or property owner of said City to the above action. The official agenda will be posted the
Friday before the meeting and will contain public input options. The City Council agenda
can be accessed at
https://cityofdubuque.novusaqenda.com/AqendaPublic/
or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org.
Written comments regarding the above public hearings may be submitted to the City
Clerk's Office as follows:
1) Via email at ctyclerk@cityofdubuque.org, or
2) By mail to
City Clerk's Office
City Hall
50 W. 13t" St.
Dubuque, IA 52001
before said time of public hearing. At said time and place of public hearings the City
Council will receive any written comments.
Copies of supporting documents for the public hearings are on file in the City Clerk's
Office and may be viewed Monday through Friday between 8:00 a.m. and 5:00 p.m.
Individuals with limited English proficiency, vision, hearing, or speech impairments
requiring special assistance should contact the City Clerk's Office at:
Phone: (563) 589-4100
TDD: (563) 690-6678
Email: ctyclerk@cityofdubuque.org
as soon as feasible.
Deaf or hard-of-hearing individuals can use Relay lowa by dialing 711 or (800) 735-2942.
Published by order of the City Council given on the 21 st day of August 2023.
Adrienne N. Breitfelder, City Clerk