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Approving a Third Amendment to Development Agreement with Union at the Marina, LPCity of Dubuque City Council Cd91Z6*1=1zkikI=1Ly 6RVAVA Copyrighted November 4, 2024 ITEM TITLE: Approving a Third Amendment to Development Agreement by and between the City of Dubuque, Iowa and Union at the Marina, LP adding Impact Housing Indiana Corp. as a Party SUMMARY: City Manager recommending City Council adopt the attached resolution approving a Third Amendment to Development Agreement adding Impact Housing Indiana Corp. as a party and providing that the Property Acquisition Grants provided for in the Development Agreement will be paid to Impact Housing Indiana Corp. which will loan the proceeds of the Grants to Union at the Marina, LP as part of a separate financing agreement between those two parties. RESOLUTION Approving A Third Amendment To Development Agreement By And Between The City Of Dubuque, Iowa And Union At The Marina, LP SUGGUESTED Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: 1. MVM Memo 2. Staff Memo 3. Third Amendment 4. Resolution of Approval Page 1341 of 2498 THE C Dubuque DUj!BQTE AIFAWca Ciq rw ni I Masterpiece on the Mississippi � pp 20°2.2° 13 Zd17*7*2Q19 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Approving a Third Amendment to Development Agreement by and between the City of Dubuque, Iowa and Union at the Marina, LP adding Impact Housing Indiana Corp. as a Party DATE: October 31, 2024 Economic Development Director Jill Connors is recommending City Council adopt the attached resolution approving a Third Amendment to Development Agreement adding Impact Housing Indiana Corp. as a party and providing that the Property Acquisition Grants provided for in the Development Agreement will be paid to Impact Housing Indiana Corp. which will loan the proceeds of the Grants to Union at the Marina, LP as part of a separate financing agreement between those two parties. Union at the Marina, LP has committed to purchasing from the City of Dubuque the property located at 1860 Hawthorne Street as a site to construct the aforementioned project. In order to finance the project, and for tax purposes, Union at the Marina, LP has requested that its lender, Impact Housing Indiana Corp., be added as a party to the Development Agreement. The Property Acquisition Grant provided for in the Development Agreement will be paid to Impact Housing Indiana Corp. which will loan the proceeds of the Grant to Union at the Marina, LP as part of a separate financing agreement between those two parties. I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jill Connors, Economic Development Director Page 1342 of 2498 Dubuque Economic Development Department THE CITY OF ' 50 West 13th Street A��•AmCMgClf� Dubuque, Iowa 52001-4864 DUB kE vnr>v�icnxaruaie Office 3) 6) 0-6678 3 TTY (563) 690 6678 http://www.cityofdubuque.org 2007*2012.2013 Masterpiece on the Mississippi 2017*2019 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Approving a Third Amendment to Development Agreement by and between the City of Dubuque, Iowa and Union at the Marina, LP adding Impact Housing Indiana Corp. as a Party DATE: October 31, 2024 INTRODUCTION This memorandum is a request for the City Council to adopt the attached resolution approving a Third Amendment to Development Agreement dated October 16, 2023, as amended, by and between the City of Dubuque, Iowa and Union at the Marina, LP providing for payment of the Property Acquisition Grant to Impact Housing Indiana Corp. BACKGROUND Union at the Marina, LP is a subsidiary of The Annex Group. The Annex Group is an Indiana based multifamily housing developer that creates market -rate, workforce, affordable, and student housing communities. The Annex Group began communication with City staff in September 2022, expressing interest in developing a multi -residential project in the City of Dubuque with the assistance of the state's 4% Low Income Housing Tax Credit program. The Group identified 1860 Hawthorne Street — the former Bowling and Beyond site — as a prime location for its project. The project will create 201 affordable rental units in the North End of the Greater Downtown Area. DISCUSSION Union at the Marina, LP has committed to purchasing from the City of Dubuque the property located at 1860 Hawthorne Street as a site to construct the aforementioned project. Page 1343 of 2498 In order to finance the project, and for tax purposes, Union at the Marina, LP has requested that its lender, Impact Housing Indiana Corp., be added as a party to the Development Agreement. The Property Acquisition Grant provided for in the Development Agreement will be paid to Impact Housing Indiana Corp. which will loan the proceeds of the Grant to Union at the Marina, LP as part of a separate financing agreement between those two parties. RECOMMENDATION/ ACTION STEP I recommend the City Council adopt the attached resolution approving a Third Amendment to Development Agreement adding Impact Housing Indiana Corp. as a party and providing that the Property Acquisition Grants provided for in the Development Agreement will be paid to Impact Housing Indiana Corp. which will loan the proceeds of the Grants to Union at the Marina, LP as part of a separate financing agreement between those two parties. 2 Page 1344 of 2498 THIRD AMENDMENT TO PURCHASE AGREEMENT AND DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, IOWA, UNION AT THE MARINA, LP, IMPACT HOUSING INDIANA CORP. Whereas, a Purchase Agreement and Development Agreement (hereinafter, the "Agreement"), dated for reference purposes the 16th day of October, 2023, was entered into by and between the City of Dubuque, Iowa, a municipality ("City"), acting under authorization of Iowa Code Chapter 403, as amended, and Union at the Marina, LP, an Iowa limited partnership ("Developer") (collectively the "Parties"); and Whereas, a First Amendment to the Agreement was entered into by the Parties on October 24, 2023; Whereas, a Second Amendment to the Agreement was entered into by the Parties on December 4, 2023; and Whereas, the Parties desire to further amend the Agreement as set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: Section 1. Section 11.1 of the Agreement is hereby deleted in its entirety and replaced as follows (with changes noted in bold, italics): 11.1 Acquisition Grant to Developer. For and in consideration of Developer's obligations hereunder to construct the Minimum Improvements, City agrees to make the Property Acquisition Grant (defined below) to Impact Housing Indiana Corp., an Indiana nonprofit corporation ("IHI') on the Closing Date in the following amounts: The housing incentive acquisition grant for the Property (the "Property Acquisition Grant") shall be the sum of Twenty Thousand Dollars ($20,000) for every new residential rental unit created in connection with the Project (which, as of the date hereof, is contemplated to include 201 residential rental units) but not to exceed the Property Purchase Price. The parties agree that the Property Acquisition Grant shall be payable in the form of grant to IHI at Closing which will be loaned to the Developer to apply toward the Property Purchase Price. 4885-9189-7072.5 Page 1345 of 2498 Developer shall reimburse City Twenty Thousand Dollars ($20,000) for every residential rental unit less than 201 units not completed by the Completion Date as described in Section 10.2. Such reimbursement shall be made not more than 30 days following the Completion Date. Section 2. IHI joins in the execution of this Amendment to become a party to the Agreement for purposes of Section 11.1 of the Agreement. IHI will loan the proceeds of the Grant to Union at the Marina LP, an Iowa limited partnership pursuant to a separate written note agreement, the form of which is set forth in Exhibit A attached hereto. Section 3. All other terms and conditions of the Agreement shall remain in full force and effect. [Signature Page Follows.] Page 1346 of 2498 CITY OF DUBUQUE, IOWA UNION AT TIIF: MARINA, LP, sin Iowa limited partnership By: Union at the Marina GP, LLC, an Indiana limited liability company, its general partner By: By: eez� Name' —.re n . Kyle D. Bach, General Manager Its: e- Date: 11 / .5/ �,j 3 ATTEST: Adrienne N. Breitfelder, City Clerk Date: to 130 / �-o z y Joinder to this Amendment and the Agreement for purposes of Section 11.1 of the Agreement: IHI: IMPACT HOUSING INDIANA CORP., an Indiana nonprofit corporation By: Name: C 4 f!siM �.L .7 G vk-o 7- its:a r-y Exhibit A Promissory Note Form Page 1348 of 2498 PROMISSORY NOTE $4,020,000 October _, 2024 Indianapolis, Indiana FOR VALUE RECEIVED, UNION AT THE MARINA, LP, an Iowa limited partnership ('Borrower") hereby promises to pay to the order of IMPACT HOUSING INDIANA CORP., an Indiana nonprofit corporation ("Lender" or "Sponsor"), the principal sum of Four Million Twenty Thousand and 00/100 Dollars ($4,020,000) or such other principal amount as shall have been disbursed hereunder, at the place and in the manner hereinafter provided, together with interest thereon at the rate or rates described below without relief from valuation and appraisement laws. Definitions. "Business Day" shall mean a day on which banks are open for business in Indiana. "Maturity Date" shall mean October _, 2054, provided, however, that the principal balance of this Promissory Note may be forgiven in the sole discretion of Lender. 2. Loan Rate. Beginning on the date hereof and continuing until the Maturity Date, interest shall accrue at 3.5% per annum on the unpaid principal balance under this Promissory Note (the "Loan Rate"). 3. Payments. The unpaid principal balance of this Promissory Note, if not sooner declared to be due in accordance with the terms hereof, together with all accrued and unpaid interest, shall be due and payable in full on the Maturity Date. 4. Application of Payments. All payments and prepayments on account of the indebtedness evidenced by this Promissory Note shall be first applied to the unpaid principal balance of this Promissory Note, and second, to all other sums (other than principal) then due Lender hereunder. 5. Default Rate. After the expiration of the Maturity Date or the earlier acceleration of the indebtedness evidenced by this Promissory Note, or if said indebtedness has not been accelerated, during any period in which an Event of Default (as hereinafter defined) exists under this Promissory Note, Borrower shall pay interest on the balance of principal remaining unpaid during any such period at an annual rate (the "Default Rate") equal to five percent (5%) plus the Loan Rate. The interest accruing under this paragraph shall be immediately due and payable by Borrower to the Lender and shall be additional indebtedness evidenced by this Promissory Note. 6. Exempt Purpose. The Borrower represents and warrants that the housing project (the "Project") that will be undertaken by the Borrower will satisfy the safe -harbor requirements contained within Rev. Proc. 96-32 to qualify as a charitable activity, 4883-4522-1104.6 Page 1349 of 2498 and furthermore that the Borrower will undertake all necessary and appropriate action to ensure that the project continues to satisfy the safe harbor requirements of Rev. Proc. 96-32 while this Promissory Note remains outstanding. 7. Prepayment. Borrower may voluntarily prepay the principal balance of this Promissory Note in whole or in part at any time, without any penalty or premium. 8. Method of Payments. All payments of principal hereunder shall be paid by automatic debit, wire transfer, check or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as Lender or the legal holder or holders of this Promissory Note may from time to time appoint in the payment invoice or otherwise in writing, and in the absence of such appointment, then at the notice address of Lender provided herein. 9. Events of Default. The occurrence of the following events shall constitute an "Event of Default" under this Promissory Note: (a) the failure by Borrower to make payment of any principal or any other amount due to Lender under this Promissory Note when any such payment is due in accordance with the terms hereof; and (b) the failure of Borrower to satisfy the requirements contained within Section 6 of this Promissory Note. Notwithstanding anything to the contrary contained herein or in the loan documents, the following shall be permitted without consent of Lender and shall not constitute an event of default or result in any fee: (i) the transfer of limited partner interests in Borrower pursuant to the terms of Borrower's Amended and Restated Agreement of Limited Partnership ("Partnership Agreement"); (ii) the removal and replacement of the general partner of the Borrower in accordance with the terms of the Partnership Agreement, and/or (iii) an amendment of the Partnership Agreement memorializing the transfers or removal described above. 10. Remedies. At the election of the holder hereof, and without notice, the principal balance remaining unpaid under this Promissory Note shall be and become immediately due and payable in full upon the occurrence of any Event of Default. Failure to exercise this option shall not constitute a waiver of the right to exercise same in the event of any subsequent Event of Default. No holder hereof shall, by any act of omission or commission, be deemed to waive any of its rights, remedies or powers hereunder or otherwise unless such waiver is in writing and signed by the holder hereof, and then only to the extent specifically set forth therein. The rights, remedies and powers of the holder hereof, are cumulative and concurrent, and may be pursued singly, successively or together against Borrower and any other security given at any time to secure the repayment hereof, all at the sole discretion of the holder hereof. If any suit or action is instituted or attorneys are employed to collect this Promissory Note or any part thereof, Borrower promises and agrees to pay all costs of collection, including reasonable attorneys' fees and court costs. Notwithstanding the foregoing, Lender shall provide Borrower and WNC Holding, LLC, a California limited liability company (the "Investor") notice of any Event of Default pursuant to Section 15 hereof and allow Borrower and Investor thirty (30) 2 Page 1350 of 2498 days to cure such Event of Default prior to exercising any remedies provided hereunder. 11. Covenants and Waivers. Borrower and all others who now or may at any time become liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally: (i) waive and renounce any and all homestead, redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Promissory Note or by any extension or renewal hereof, (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (iii) waive any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder except as otherwise provided herein; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof, (v) agree that the liability of each Borrower, guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Lender to any of them with respect hereto; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof, and (vii) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other obligors, or security shall not affect the liability of Borrower, any guarantor and all others now liable for all or any part of the obligations evidenced hereby. 12. Other General Agreements. a. Time is of the essence hereof. b. This Promissory Note is governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of Indiana. This Promissory Note may not be changed or amended orally but only by an instrument in writing signed by the party against whom enforcement of the change or amendment is sought. c. Lender shall in no event be construed for any purpose to be a partner, joint venturer, agent or associate of Borrower or of any lessee, operator, concessionaire or licensee of Borrower in the conduct of its business, and by the execution of this Promissory Note, Borrower agrees to indemnify, defend, and hold Lender harmless from and against any and all damages, costs, expenses and liability that may be incurred by Lender as a result of 3 Page 1351 of 2498 a claim that Lender is such partner, joint venturer, agent or associate unless any such damages, costs, expenses and liability is caused solely by Lender's gross negligence or willful misconduct. d. This Promissory Note has been made and delivered in Indianapolis, Indiana and all value disbursed to or for the benefit of Borrower will be disbursed in Indianapolis, Indiana. e. The obligations and liabilities of each Borrower under this Promissory Note shall be joint and several and shall be binding upon and enforceable against each Borrower and their respective successors and assigns. This Promissory Note shall inure to the benefit of and may be enforced by Lender and its successors and assigns. f. In the event that any provision of this Promissory Note is deemed to be invalid by reason of the operation of law, or by reason of the interpretation placed thereon by any administrative agency or any court, Borrower and Lender shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected thereby and shall remain in full force and effect. 13. CONSENT TO JURISDICTION. BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS PROMISSORY NOTE SHALL BE LITIGATED IN THE SUPERIOR COURT OF MARION COUNTY, INDIANA, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF INDIANA, OR, IF LENDER INITIATES SUCH ACTION, ANY COURT IN WHICH LENDER SHALL INITIATE SUCH ACTION AND WHICH HAS JURISDICTION. BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER IN ANY OF SUCH COURTS, AND HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO THIS AGREEMENT. BORROWER WAIVES ANY CLAIM THAT MARION COUNTY, INDIANA, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF INDIANA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD BORROWER, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF, BORROWER SHALL BE DEEMED 2 Page 1352 of 2498 IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY LENDER AGAINST BORROWER AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT, BY LENDER, OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY LENDER, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND BORROWER HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION. 14. WAIVER OF JURY TRIAL. LENDER AND BORROWER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS PROMISSORY NOTE OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND THEREFORE, THE PARTIES VOLUNTARILY, KNOWINGLY AND INTENTIONALLY AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 15. Notice. All notices given pursuant or related to this Promissory Note shall be given in writing to the addresses provided as follows: BORROWER: UNION AT THE MARINA, LP 409 Massachusetts Avenue, Suite 300 Indianapolis, Indiana 46204 With copy to: WNC Holding, LLC c/o WNC & Associates, Inc. 17782 Sky Park Circle Irvine, California 92614-6404 with a copy to: Kutak Rock LLP 1650 Famam Street Omaha, Nebraska 68102 Attn: Shane Deaver, Esq. LENDER: Impact Housing Indiana Corp. 409 Massachusetts Avenue, Suite 300 Indianapolis, Indiana 46204 16. Standstill. Notwithstanding anything to the contrary contained herein, for a period commencing on the date hereof and continuing until the earlier of (i) the 5 Page 1353 of 2498 date that the Investor or its affiliates is no longer a partner in the Borrower or (ii) the end of the tax credit compliance period ("Standstill Period"), Borrower shall have no right to declare a default, accelerate the indebtedness or pursue any other right or remedy under this Note. Borrower waives no rights or remedies it may have hereunder, but merely agrees not to enforce those rights or remedies until the end of the Standstill Period. 17. Prohibition on Loan Sale. Lender shall not sell, assign, transfer or convey the Loan (or any interest in the Loan), other than to an affiliate, without the prior written consent of Borrower and Investor. 18. Non -Recourse. Notwithstanding anything to the contrary contained in this Promissory Note, the Loan is a nonrecourse obligation of the Borrower. Neither Borrower nor any of its partners shall have any personal liability for repayment of the Loan except in cases of (a) fraud, (b) misappropriation of funds, (c) waste and/or (d) environmental damage resulting from acts of Borrower or any of its partners. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 Page 1354 of 2498 IN WITNESS WHEREOF, Borrower has executed this Promissory Note as of the day and year first written above. BORROWER: UNION AT THE MARINA, LP, an Iowa limited partnership By: Union at the Marina GP, LLC, an Indiana limited liability company, its General Partner By: Name: Title: Kyle D. Bach General Manager [Signature Page — Promissory Note] Page 1355 of 2498 Prepared By: Jill Connors, City of Dubuque 1300 Main St, Dubuque, IA 52001 (563) 589-4393 Return To: Jill Connors, City of Dubuque 1300 Main St. Dubuque, IA 52001 (563) 589-4393 RESOLUTION NO. 347-24 APPROVING A THIRD AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND UNION AT THE MARINA, LP WHEREAS, the City of Dubuque and Union at the Marina, LP (Developer) entered into a Purchase and Development Agreement dated for reference purposes October 16, 2023 for the development of property located at 1860 Hawthorne Street; and WHEREAS, City and Developer desire to amend the Development Agreement as set forth in the Third Amendment to Development Agreement attached hereto; and WHEREAS, it is the determination of the City Council that approval of the Third Amendment to Development Agreement, for the development of the Property by Union at the Marina, LP according to the terms and conditions set out in the Third Amendment to Development Agreement, is in the public interest of the City of Dubuque. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Third Amendment to Development Agreement by and between the City of Dubuque and Union at the Marina, LP, a copy of which is attached hereto, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Third Amendment to Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Third Amendment to Development Agreement as herein approved. Passed, approved and adopted this 41h day of November, 2024. Attest: Adrienne N. Breitfelder, City Clerk CITY ESTOPPEL CERTIFICATE This City Estoppel Certificate (this "Certificate") is made and given as of the _ day of November, 2024 by the City of Dubuque, Iowa, a municipality (the "City"), to and for the benefit of Union at the Marina, LP, an Iowa limited partnership ("Developer"), WNC Holding, LLC, a California limited liability company, its successors and assigns ("WNC Holding"), and WNC Housing, L.P., a California limited partnership, its successors and assigns ("WNC Housing"; collectively, WNC Holding and WNC Housing are referred to herein as the "Limited Partner"). WITNESSETH: WHEREAS, the City entered into that certain Purchase Agreement and Development Agreement between Union at the Marina, LP, an Iowa limited partnership ("Developer") and the City of Dubuque, Iowa, a municipality ("City") dated the 16th day of October, 2023, as amended by that certain First Amendment to Purchase Agreement and Development Agreement dated October'24, 2023, as amended by that certain Second Amendment to Purchase Agreement and Development Agreement dated December 4, 2023, as amended by that certain Third Amendment to Purchase Agreement and Development Agreement dated on or about November 4, 2024, and subject to Developer's notice of election to extend the Outside Closing Date dated July 18, 2024 (collectively, the "Agreement") with Developer; and WHEREAS, Section 18.13 of the Agreement provides that the City, at any time and from time to time, shall execute, acknowledge, and deliver to Developer (or any party upon Developer's request, including any lender or prospective lender of Developer), an estoppel certificate consistent with the requirements of the Agreement. NOW THEREFORE, the City hereby certifies to Developer and Limited Partner as follows: 1. The Agreement is unmodified and in full force and effect. 2. To the City's knowledge: (i) there are not any uncured defaults on the part of Developer under the Agreement; and (ii) no condition exists which, with the passage of time, would constitute a default under the Agreement. 3. The City agrees that the Agreement will not be terminated or amended (to the extent any such amendment could reasonably be expected to have an adverse effect on the Project Property) without the prior written consent of the Limited Partner, which consent shall not be unreasonably conditioned, withheld, or delayed. 4. The Limited Partner shall have the right, but not the obligation, to cure any Event of Default by Developer, and such cure shall be accepted by the City to the same extent as if performed or tendered by the Developer. Additionally, a copy of any Notice sent under the Agreement shall be simultaneously sent to the Limited Partner at the address listed below: 4855-6400-9202.2 If to Limited Partner: WNC & Associates, Inc. 17782 Sky Park Circle Irvine, CA 92614-6404 Attn: Asset Management With a copy to: Kutak Rock LLP 1650 Famam Street Omaha, Nebraska 68102 Attn: Beth M. Ascher, Esq. 5. The individual signing this Certificate on behalf of the City represents that he/she has been duly authorized to do so. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 4855-6400-9202.2 Dated this of November, 2024 at Dubuque, Iowa. CITY OF DUBUQUE IOWA Brad K-&` vanagh, Mayor 4855-6400-9202.2