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Setting Public Hearing on a Proposed Development Agreement with Limestone Legacy, LLCCity of Dubuque City Council Copyrighted November 18, 2024 ITEMS SET FOR PUBLIC HEARING # 2. ITEM TITLE: Resolution Setting Public Hearing on a Proposed Development Agreement with Limestone Legacy, LLC SUMMARY: City Manager recommending City Council approval of a resolution setting a public hearing for December 2, 2024, for a proposed Development Agreement by and between the City of Dubuque, Iowa and Limestone Legacy, LLC for the redevelopment of 1602 Central Avenue. RESOLUTION 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 Limestone Legacy, LLC, Including The Proposed Issuance Of Urban Renewal Tax Increment Revenue Obligations Relating Thereto, And Providing For The Publication Of Notice Thereof SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for DISPOSITION: December 2, 2024 ATTACHMENTS: 1. MVM Memo 2. Staff Memo 3. Development Agreement 4. Notice of Hearing 5. Resolution Page 890 of 1454 THE CITY OF DUBE Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Resolution Setting Public Hearing on a Proposed Development Agreement with Limestone Legacy, LLC DATE: November 14, 2024 Dubuque AI WIN av 2007-2012.2013 2017*2019 Economic Development Director Jill Connors is recommending City Council approval of a resolution setting a public hearing for December 2, 2024, for a proposed Development Agreement by and between the City of Dubuque, Iowa and Limestone Legacy, LLC for the redevelopment of 1602 Central Avenue. Key elements of the Development Agreement are as follows: 1. Developer to make a capital investment of approximately $2 million dollars to create three new two -bedroom residential rental units and 2,500 square feet of commercial space. 2. City to award a Downtown Rehabilitation Grant in an amount not to exceed $35,000, for costs associated with the restoration of the building's fagade. 3. City to award a Downtown Housing Creation Grant in an amount not to exceed $30,000 ($10,000 per unit up to 3 units). 4. City to award a 15-year of tax increment financing incentive in the form of semi- annual rebates. The tax increment financing incentive is estimated to not exceed $150,000. 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 891 of 1454 Dubuque Economic Development Department THE CITY OF 1300 (wain street All•Ameria10V Dubuque, Iowa 52001-4763 UB E I k"I""`"I""q Office (563) 589-4393 1 I I TTY (563) 690-6678 I® 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: Resolution Setting Public Hearing on a Proposed Development Agreement with Limestone Legacy, LLC DATE: November 12, 2024 INTRODUCTION This memorandum presents for your review and approval a resolution setting a public hearing for a proposed Development Agreement by and between the City of Dubuque, Iowa and Limestone Legacy, LLC for the redevelopment of 1602 Central Avenue. :J_TeJ:(r]:lomk,Ic' Limestone Legacy, LLC, managed by local developer Josh Jansen, submitted an application for housing creation incentives and the rehabilitation of the fagade of 1602 Central Avenue. The property has been in decline for many years due to the increasing cost of improvements needed to stabilize and rehabilitate the structure. Jansen recently completed the successful rehabilitation of 1047 Bluff street creating four new residential rental units in addition to undertaking a historic restoration of the building fagade. DISCUSSION Developer is proposing to create three new two -bedroom residential rental units on the second floor, rehabilitate 2,500 square feet of commercial space on the first floor and restore the integrity of the building's fagade. Including acquisition, the project will be approximately $2 million dollars. The project will not be utilizing historic tax credits, but plans for the exterior have been reviewed by Planning Services. Key elements of the Development Agreement are as follows: Page 892 of 1454 1. Developer to make a capital investment of approximately $2 million dollars to create three new two -bedroom residential rental units and 2,500 square feet of commercial space. 2. City to award a Downtown Rehabilitation Grant in an amount not to exceed $35,000, for costs associated with the restoration of the building's fagade. 3. City to award a Downtown Housing Creation Grant in an amount not to exceed $30,000 ($10,000 per unit up to 3 units). 4. City to award a 15-year of tax increment financing incentive in the form of semi- annual rebates. The tax increment financing incentive is estimated to not exceed $150,000. 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 I recommend City Councill adopt the attached resolution setting a public hearing for December 2, 2024 on the proposed Development Agreement including the issuance of Urban Renewal Tax Increment Revenue Grant Obligations (TIF). F, Page 893 of 1454 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND LIMESTONE LEGACY LLC This Development Agreement (Agreement) dated for reference purposes the day of , 2024 is made and entered into by and between the City of Dubuque, Iowa (City), and Limestone Legacy LLC (Developer). WHEREAS, Developer is the owner of the real estate locally known as 1602 Central Avenue, Dubuque, Iowa and legally described as follows (the Property): The South Half of the South one -fifth of Out Lot 441, in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Survey of the Town of Dubuque, Iowa. and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 123-67, on May 18, 1967 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developerwill undertake the redevelopment of a building (the Building) located on the Property (the Project) and will be operating the same during the term of this Agreement; and WHEREAS, the Building is historically significant and it is in the City's best interest to preserve the Building; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on September 3, 2024, 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. Page 894 of 1454 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, Page 895 of 1454 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 section shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (8) As of the date of this Agreement there has been prepared and approved by City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal Plan for the Greater Downtown Urban Renewal Plan, most recently approved by City Council of City on September 3, 2024, 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, Iowa. 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 Iowa 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 Page 896 of 1454 articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, 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 Public Hearing. 1.3 Closing. The closing shall take place on the Closing Date which shall be the 17th day of December, 2024, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 31 st day of December, 2024. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing shall have been satisfied or waived. 1.4 Conditions to Closing. The closing of the transaction contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: (1) The representations and warranties made by City in Section 1.1 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. Page 897 of 1454 (2) Developer shall have the right to terminate this Agreement at anytime 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 notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to complete the Minimum Improvements (as defined herein) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of Developer's financial ability as 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 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. SECTION 2. DEVELOPMENT ACTIVITIES 2.1 Required Minimum Improvements. Developer will make a capital investment of approximately Two Million Dollars ($2,000,000.00) to improve the Building (the Minimum Improvements). The Minimum Improvements include creating three (3) new residential market rate units and rehabilitating the fagade including doors and windows. 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, Iowa. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the improvements to be constructed by Developer on the Property. All work with respect to Page 898 of 1454 the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.3 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall begin by November 1, 2024, and shall be substantially completed by December 31, 2025. 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 I 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. 2.5 Security Cameras. Developer shall install security cameras on the exterior of all buildings on the Property and register said cameras with the "Secure Dubuque Personal Surveillance System" described at https://cityofdubugue.org/2980/Secure-Dubuque. 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, 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 Page 899 of 1454 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 November 1, 2041 May 1, 2042 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a portion of the tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six-month period in respect of the 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, 2024 ($41,900). 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, 2024 and (iv) any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. 3.2 To fund the Economic Development Grants, City shall certify to the County prior to December 1, 2025 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, 2025, 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 certifies in December, 2025, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2027, and May 1, 2028.) 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 Limestone Page 900 of 1454 Legacy 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 Limestone Legacy 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 Limestone Legacy 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 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. 3.6 Downtown Rehabilitation Grant. City agrees to provide a matching (1: 1) grant not to exceed Thirty -Five Thousand Dollars ($35,000) to reimburse Developer for documented costs related to the following eligible activities: (1) Planning & Design predevelopment costs, architectural and engineering fees and Page 901 of 1454 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, as set forth in Exhibit G, and on the terms and conditions set forth in the Design Letter attached as Exhibit H. (2) Fagade documented costs that improve the overall appearance of the Development Property, provided the Project meets the criteria of the Fagade Grant Program and on the terms and conditions set forth by the State Historic Preservation Office, as set forth in Exhibit G, and on the terms and conditions set forth in the Design Letter attached as Exhibit H. (3) Financial Consultant documented costs related to hiring a financial consultant to evaluate the Project's feasibility on the terms and conditions set forth in Exhibit G. 3.7 Payment of the Grants. The Grants shall be payable as follows: (1) Any and all portions of the Grant shall be funded solely and only from available Program funds; and (2) Prior to the release of any grant funds, (i) Developer shall have submitted documentation of its eligible expenses under the corresponding eligible activity; and (3) City shall have issued a Certificate of Completion; and (4) The Grant funds shall be disbursed directly to Developer. SECTION 4. NOW 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 Page 902 of 1454 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 competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision, and to this end the provisions of this Agreement are severable. SECTION S. 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. (1) 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 Page 903 of 1454 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. (2) Short -Term Rental. For and in consideration of the Grant offered under this Agreement, during the operation of the Development Property as residential rental property and during the term of this Agreement, no residential rental unit shall be leased to any tenant for an initial term of fewer than thirty (30) days, and no portion of the Development Property may be used for short-term rental purposes. Developer agrees to include similar prohibitions regarding short -terms rentals in each lease agreement for each residential rental unit of the Development Property during the term of this Agreement. Developer further agrees to include such prohibitions in each and every lease agreement for any residential rental unit of the Development Property for so long as any single residential rental unit of the Development Property remains subject to the terms and conditions of this Agreement. 5.3 Books and Records. During the term of this Agreement, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable 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 Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. Page 904 of 1454 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, naming City as a lender loss payable. 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), listing City as lender loss payable. 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. Page 905 of 1454 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 change in Tax Classification. Developer agrees that it will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than commercial property and to be taxed as such under Iowa law. This restriction shall terminate upon the termination of this Agreement. However, Developer may apply for a reclassification of the Property in the event Iowa law is modified to allow a building containing four apartments within one building to be classified as residential for property tax purposes. Page 906 of 1454 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. Page 907 of 1454 (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. Page 908 of 1454 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 Pay Attorneys' Fees and Expenses. If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief that may be awarded. 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: Josh Jansen Limestone Legacy LLC 11368 Rock Grove Court Dubuque, Iowa 52001 With copy to: Drake Law Firm, P.C. Samuel M. DeGree 300 Main Street, STE 323 Dubuque, IA 52001 Page 909 of 1454 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: City Attorney City Hall 50 W. 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 Majeure. 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, 2042 (the Termination Date). Page 910 of 1454 7.5 Execution by 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 or faxed) of all the parties is binding on the parties. 7.6 Memorandum of Development Agreement. 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, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF DUBUQUE, IOWA go Brad M. Cavanagh, Mayor Attest: Adrienne N. Breitfelder, City Clerk LIMESTONE LEGACY LLC By Jansen, ember Page 911 of 1454 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, Facade Grant Program, and Financial Consultant Grant Program EXHIBIT H Design Letter EXHIBIT I Certificate of Completion Page 912 of 1454 EXHIBIT A CITY ATTORNEY'S CERTIFICATE Page 913 of 1454 Barry A. Lindahl, Esq. Senior Counsel THE COF Suite 330, Harbor View Place 300 Main StreetDtUB E Dubuque, Iowa 52001-6944 (563) 583-4113 office (563) 583-1040 fax Masterpiece on the Mississippi balesgCa,cityofdubugue.org (DATE) RE: Dear Dubuque All-A�eria dry �Ilrl�� 2007-2012.2013 2017*2019 I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between Limestone Legacy LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 . The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20_, are correct. Very sincerely, Barry A. Lindahl, Esq. City Attorney BAULM Page 914 of 1454 EXHIBIT B OPINION OF DEVELOPER'S COUNSEL Page 915 of 1454 Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for Limestone Legacy LLC, in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the 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 Iowa 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 Page 916 of 1454 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, Page 917 of 1454 EXHIBIT C CITY CERTIFICATE Page 918 of 1454 THE CITY OF E Masterpiece on the Mississippi Dear Dubuque City Manager's Office City Hall 50 West 13th Street Ali-Amerin OW Dubuque, Iowa 52001-4864 NAI F Nl i Al : 11,4 All (563) 589-4110 office (563) 589-4149 fax ® ctymgr@cityofdubuque.org 2007*2012-2013 2017*2019 (DATE) I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between Limestone Legacy LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_ On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit B. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or Page 919 of 1454 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 MCVM:JLM Page 920 of 1454 EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT Page 921 of 1454 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 Limestone Legacy LLC was made regarding the following described premises: The South Half of the South one -fifth of Out Lot 441, in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Survey of the Town of Dubuque, 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 day of 120 CITY OF DUBUQUE, IOWA Z Barry A. Lindahl, Senior Counsel Page 922 of 1454 STATE OF IOWA SS COUNTY OF DUBUQUE On this day of , 20_, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Barry A. Lindahl, Esq., to me personally known, who being by me duly sworn did say that he is the Senior Counsel of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and said Senior Counsel acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa Page 923 of 1454 EXHIBIT E URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13' Street, Dubuque, IA 52001) Page 924 of 1454 EXHIBIT F DOWNTOWN HOUSING INCENTIVE PROGRAM Page 925 of 1454 THE CITY OF Dubuque Economic Development Department 50 West 1311 Street AIFMEMCi City Dubuque, Iowa 52001-4864 DUB TE 11111 � � � . " Office (563) 589-4393 TTY (563) 690-6678 2007.2012 http://www.cityofdubuque.org Masterpiece on the Mississippi 2013.2017 DOWNTOWN HOUSING INCENTIVE PROGRAM Projects eligible to receive assistance from this established pool of funds must meet the following requirements: • The project must assist in the creation of new market -rate downtown rental and/or owner - occupied residential units within the Greater Downtown 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://cityofdubugue.org/l295/Design-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 the program. • 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. Page 926 of 1454 • 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 not eligible. • 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. Page 927 of 1454 EXHIBIT G DOWNTOWN REHABILITATION GRANT PROGRAM 35 Page 928 of 1454 Downtown Rehabilitation Grant Program PROGRAM GUIDELINES (2024) The Downtown Rehabilitation Grant Program is designed to further the goals and objectives of the Greater Downtown Urban Renewal Plan by creating the financial incentives needed to eliminate conditions of blight, encourage revitalization efforts and to retain or create employment opportunities and/or new housing units within the district. This program will address building code deficiencies as part of each approved project. Eligible Applicants: Owners of property within the Greater Downtown Urban Renewal District (map attached). Grant Award: The grant is a 1:1 matching grant up to a maximum of Thirty -Five Thousand Dollars ($35,000). Eligible Activities and Assistance: Fagade Costs — to provide assistance on labor or material costs for front (or occasionally other major) fagade renovations to restore a building's historic appearance or eliminate inappropriate additions or alterations to improve overall appearance. Financial Consultant Costs — to provide assistance on hiring a financial consultant used to analyze the feasibility of a project. Planning & Design Grant Program — to provide assistance on pre -development costs associated with a project. FOR MORE INFORMATION, please contact: City of Dubuque Economic Development Department 50 West 13th Street, Dubuque, Iowa 52001 (563) 589-4393 36 Page 929 of 1454 General Conditions: • Property must be located in Greater Downtown Urban Renewal District (see attached map) and with timely commencement & completion dates identified. • Projects must be the rehabilitation of an existing structure. • Property must be classified for tax purposes as a commercial or multi -residential property. • All existing code deficiencies within a scope of a project must be corrected and new improvements must comply with all applicable codes and ordinances. • 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. • Exterior alterations are subject to design review and approval. The Historic District Guidelines shall apply to projects located in Historic Preservation Districts. 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. 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://citVofdubugue.org/l 295/Design-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 required. Applications without detailed drawings will not be considered complete. Only preliminary eligibility may be determined until professional drawings are submitted. • Applicant will not be reimbursed for personal labor costs or labor costs of family members, nor can these costs be counted in the total project costs. • Projects may not receive the maximum amount of each form of assistance more than once. Deviation from an approved project plan shall disqualify the project from the program. City funded projects may be required to meet sound proofing, lighting, security, or other standards — as determined by the City of Dubuque, in its sole discretion, following an internal neighborhood impact study — particularly when units are located in mixed -use neighborhoods. Applications will be reviewed quarterly by the Economic Development and Planning department with funda awarded to projects that meet the program criteria and are ready to commence within three months. 37 Page 930 of 1454 FAQADE INFORMATION This program provides funding in the Greater Downtown Urban Renewal District for front (or occasionally other major) fagade renovation to restore the fagade to its historic appearance or improve the overall appearance. This assistance is intended to address historically inappropriate exteriors. It is not intended to address normal building maintenance. Specific Conditions: • Reimbursement is for labor and material costs associated with fagade improvements, including but not limited to, rehabilitating or improving windows, paint, signage, or awnings to significantly transform overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right-of-way. • In order to receive reimbursement for repointing, a mortar analysis sample may be requested for each facade that will be repointed. The applicant must adhere to the results of that analysis in their rehabilitation work as part of their approved project plan. The City may request verification that the new mortar matches the results of the mortar analysis. • Language from the National Park Service Technical Preservation Services Briefs may be attached as a condition for a building permit if the applicant chooses to perform repointing on the project. • Reimbursable expenditures must be documented. • Funding will be disbursed upon completion of work at a 1:1 match of qualified costs. Approval Process: 1. Design review by the City Planning Department and/or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff Review Committee and approved by the City Manager. 3. Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project. Page 931 of 1454 FINANCIAL CONSULTANT INFORMATION This program provides funding in the Greater Downtown Urban Renewal District for hiring a financial consultant to analyze the feasibility of projects. Specific Conditions: • Reimbursement is for fees associated with hiring a professional financial consultant (i.e. accountant, attorney, tax credit consultant) • Reimbursable expenditures must be documented. • This financial consultant funding shall not exceed ten percent (10%) of total project costs. • The rehabilitation project must be completed for the Financial Consultant costs to be reimbursed. • Funding will be disbursed upon completion of work at a 1:1 match of qualified costs. Approval Process: 1. Design review by the City Planning Department and/or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff Review Committee and approved by the City Manager. 3. Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project. 39 Page 932 of 1454 PLANNING & DESIGN INFORMATION This program provides funding in the Greater Downtown Urban Renewal District for hiring architects, engineers or other professional services used prior to construction. 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 planning and design funding shall not exceed ten percent (10%) of total project costs. • Funding will be disbursed upon completion of the project at a 1:1 match of qualified costs. Approval Process: 1. Design review by the City Planning Department and/or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff Review Committee and approved by the City Manager. 3. Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project. Page 933 of 1454 EXHIBIT H DESIGN LETTER !�I Page 934 of 1454 THE CITY OF DUB E Masterpiece on the Mississippi Dubuque Planning Services Department City Hall - 50 West 13th Street !�� Dubuque, IA 52001-4845 I I I I (563) 589-4210 phone (563) 589-4221 fax 2007-2012.2013 (563) 690-6678 TDD 2017*2019 planning(a-cityofdubugue.org MEMORANDUM TO: Jill Connors, Economic Development Director FROM: Chris Happ Olson, Assistant Planner C SUBJECT: Fagade Grant : 1602 Central Ave.; Applicant Josh Jansen DATE: October 16, 2024 Introduction This memorandum forwards the requested design review for work funded with a Fagade Grant for the property located at 1602 Central Avenue. Background The City of Dubuque Architectural Guidelines, the Secretary of the Interior Standards for Rehabilitation and applicable Technical Preservation Services Preservation Briefs published by the National Park Service (NPS) apply to this project. The collection can be found at the NPS website. Discussion The scope of work depicted and described in the drawings, application, and subsequent answers to questions during review meet the Architectural Guidelines and the project is recommended for approval as submitted and conditioned. See attached plans for the site. Items discussed while onsite include: • New storefront window system, approved to be replaced in a moderate to dark color aluminum clad as presented • New windows for residential areas and 16th Street first floor, approved to be replaced in a moderate to dark color aluminum clad as presented • Removal of one chimney that rises from the roof (not running down the brick fagade) as requested • Reconstruction of missing brick details as described at cornice and details at storefront • Reuse of at least 6 of 7 brackets for the 16th Street fagade egress system (do not need to be structural) • Any masonry work follow the recommendations in NPS Preservation Brief #2 Page 935 of 1454 It is exciting to see this project's plan to contribute to the Central Avenue Corridor. Please note that all work completed must have relevant permitting and permission, working with the Inspection and Construction Services Division (formerly Building Department) and Engineering Department as necessary. Requirements The project, if done in accordance with the described scope of work and drawings will meet the applicable guidelines and standards and is recommended for approval in terms of design review. Any deviation from the approved scope of work must be reviewed and approved by the Economic Development and Planning Services Departments prior to initiation. It is the property owner's responsibility to read and understand the terms of approval as well as ensure compliance with the project requirements. It is the property owner's responsibility to obtain the necessary building permits prior to starting work. It is the property owner's responsibility to ensure all contractors understand and properly execute all expectation of the project. Failure to comply with the approved scope of work will result in forfeiture of all funding. 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IIIIIIIIIIIIIIII IIII�I�I�I�III�1 II�I�I�I�I�I�I�I I'I'I'I'I' II III III; Ill IIIIIIIIIIIIIIIIIIIIIIIIIII�!�IF��III� ..IIIIII� \ o \ 4- � � N c =3 •-- Q r �r- I0 100 I; IX 0 YIN- Page 943 of 1454 0 -zz �L-- --INA -?�, - mw�- a L -T 4 u I Page if 1454 Christine Happ Olson From: Josh Jansen <joshj@rrs-dbq.com> Sent: Thursday, October 3, 2024 8:39 AM To: Ian Hatch; Jill Connors Cc: Christine Happ Olson Subject: Re: 1602 Central Attachments: 1602_Central_10012024.pdf, 18 jpg Caution! This message was sent from outside your organization. Never give your login Allow sender I Block sender information and password over email! Repo Hi Ian, See below for my responses in red. An updated drawing is attached with additional notes. We are hoping to secure financing on this project in the next month and start construction in November. Let me know if you need anything else to process this application. No work will be completed to the exterior without design approval. Thanks! Josh Jansen Chief Executive Officer 563.513.7087 joshj@rrs-dbq.com Restoration and Renovation Services, LLC From: Ian Hatch <Ihatch@cityofdubuque.org> Sent: Tuesday, August 13, 2024 9:22 AM To: Josh Jansen <joshj@rrs-dbq.com>; Jill Connors <Jilconno@cityofdubuque.org> Subject: RE: Iowa Street Lofts Hi Josh, S few questions/comments on the fagade design for 1602 Central. They are attached as notes in the pdf but I am also listing them out here: Page 946 of 1454 1. What is the plan for the upper cornice and how will you treat the parapet? a. The plan is to rebuild the cornice, matching the existing profile. I attached a picture showing that profile for your reference. 2. What are the plans for the commercial storefront elements? a. We would like to install a lower maintenance system. An Aluminum storefront would look good. If that isn't acceptable, then we will be rebuilding a new window frame system similar to the Page 947 of 1454 following. I i:—vP.sv .crncn w. l�ty+ VM BWXF' 1 SRl1 NAcmo 6 Page 948 of 1454 3. Refurbish and maintain the 7 existing brackets/ corbels for support of the new stair system. They needn't be structural, but they are a character defining feature. Right now 7 are under the platform, but you could put 4 under the platform and three up the stairs, if needed or desired. a. Of the 7 existing brackets, 1 of them is broken. We intend on using 6 of them for sure. May still find a use for the 7t" bracket. 4. What is the plan for the second chimney? Are you asking for removal? a. Asking for removal. Chimneys are always one of the earliest points of failure. We would like to deconstruct it so it doesn't interfere with the new roof system. 5. What are the colors and materials for the storefront and residential/smaller windows? What is the treatment on the side door? Does it have side lights or columns? a. Colors are to be determined. Let me know what your thoughts are and recommendations. I will share them with the other owners. For the residential windows, install new glass in the transom windows. Then install double -hung, aluminum clad, pocket windows. The aluminum clad windows are cheaper than the wood windows and require less maintenance. This is already a difficult project based off of the Proforma and projected rents, even with the assumption we will receive the local incentives. 6. You are not using historic tac credits, correct? a. We are not using historic tax credits. This is due to timing as well as the buildout of the 2nd floor residential spaces. I have sent these drawings to Duane for comment Best, U-UBQTE OFIan Hatch Assistant Economic Development Director 0:563.589.4105 1 C:563.581.5628 Citv Hall Annex J 1300 Main St., Dubuque, IA, 52001 Masterpiece on the Mississippi 000000 From: Josh Jansen <joshj@rrs-dbq.com> Sent: Thursday, August 1, 2024 5:31 PM To: Ian Hatch <Ihatch @cityofdubuque.org>; Jill Connors <Jilconno@cityofdubuque.org> Subject: RE: Iowa Street Lofts Hi Ian and Jill, Wanted to follow up with you on Limestone Legacy application for 1602 Central. Let me know if you need anything else. Thank you, josh Jansen Chief Executive Officer 563.513.7087 joshj_@rrs-dbq.com Page 949 of 1454 Restoration and Renovation Services, LLC From: Josh Jansen Sent: Monday, July 29, 2024 10:12 PM To: Ian Hatch <Ihatch @cityofdubugue.org>; Jill Connors <Jilconno@cityofdubuque.org> Subject: RE: Iowa Street Lofts Hi Ian, That sounds good, I will hold off on the application for Iowa Street Lofts. Some exciting news, we are going to be pulling permits and starting on 1602 Central Ave in a couple of months. Please see attached for our application and drawing set. The drawings will be developed further but wanted to get it in front of you. The layouts, floorplans, etc. are all completed. Let me know if you need anything else for this project. Thanks! JJosh.Jansen Chief Executive Officer 563.513.7087 joshj(q)rrs-dbq.com Restoration and Renovation Services, LLC From: Ian Hatch <Ihatch@cityofdubug ue.org> Sent: Monday, July 29, 2024 9:16 AM To: Josh Jansen <ioshi@rrs-dbq.com>; Jill Connors <Jilconno@cityofdubugue.ore> Subject: RE: Iowa Street Lofts Hi Josh, Page 950 of 1454 would recommend waiting to submit an updated application until you have your part 2 approval from SHPO. That way we have the most up-to-date information heading into a potential development agreement. Best, T11E cmr OF !an Hatch Assistant EconomicDevelopment Director 0:563.589.4105 1 C:563.581.5628 City Hall Annex 11300 Main St., Dubuque, IA. 52001 Masterpiece on the Mississippi 000000 From: Josh Jansen <ioshi@rrs-dbq.com> Sent: Friday, July 26, 2024 10:41 PM To: Ian Hatch <Ihatch @cityofdubug ue.org>; Jill Connors <Jilconno@citvofdubuque.org> Subject: RE: Iowa Street Lofts Hi Ian, We will be submitting a new application for Iowa Street Lofts. This project isn't scheduled to start until March 202S. We also will not be able to finalize financing until we have our Part 2 approval from SHPO (Will be this winter). Do we need to wait to submit this application, or can it be submitted now? Thank you, josh Jansen Chief Executive Officer 563.513.7087 joshj@rrs-dbq.com Restoration and Renovation Services, LLC From: Ian Hatch <Ihatch@cityofdubugue.org> Sent: Tuesday, July 2, 2024 8:52 AM To: Josh Jansen <ioshi@rrs-dbq.com>; Jill Connors <Jilconno@cityofdubugue.org> Subject: RE: Iowa Street Lofts Hi, Josh, Page 951 of 1454 We have the attached application for the 1248 Iowa Street Project. Can you quickly review and let me know if there are any changes? Now that the new fiscal year has begun, we have the funding to write the Development Agreement. Everything is all set for 1047 Bluff, thanks! Best, THE CITY OF DUB E Masterpiece on the Mississippi Ian Hatch Assistant Economic Development Director O: 663.689.4105 1 C:563.581.5628 City Hall Annex 1 1300 Main St., Dubuque, IA, 52001 000000 From: Josh Jansen <ioshi@rrs-dbq.com> Sent: Thursday, June 27, 2024 12:44 PM To: Ian Hatch <Ihatch @cityofdubug ue.org>; Jill Connors <Jilconno@cityofdubugue.org> Subject: Iowa Street Lofts Hi Jill and Ian, am reaching out regarding Iowa Street Lofts (1248 Iowa Street). Micah Spivey is no longer involved in this project. wanted to follow up on where things were left on the incentive programs. Had he completed an application? Let me know what my next steps are, this project needs all the help it can get. Also, is there anything else needed for 1047 Bluff? I am going to be submitting the applications for 1602 Central in the coming weeks as well. Thanks for your help! josh Jansen Chief Executive Officer 563.513.7087 joshj(a,rrs-dbq.com Restoration and Renovation Services, LLC Page 952 of 1454 EXHIBIT I CERTIFICATE OF COMPLETION Page 953 of 1454 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"), has granted incentives to Limestone Legacy LLC (the "Grantee"), in accordance with a Development Agreement dated as of [Date] (the "Agreement"), by and among the Grantor, and the Grantee (collectively, the "Agreement"), certain real property located within the Greater Downtown Urban Renewal District of the Grantor and as more particularly described as follows: The South Half of the South one -fifth of Out Lot 441, in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Survey of the Town of Dubuque, Iowa. (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 43 Page 954 of 1454 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) STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) CITY OF DUBUQUE, IOWA 0 Mike Van Milligen, City Manager On this day of , 20_, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared and acknowledged said execution of the instrument to be his/her voluntary act and deed. Notary Public in and for Dubuque County, Iowa M"I Page 955 of 1454 CITY OF DUBUQUE, IOWA OFFICIAL NOTICE PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public hearing on the 2nd day of December, 2024, at 6:30 p.m., in the Historic Federal Building, 350 W. 61" Street, 2nd floor, Dubuque, Iowa, at which meeting the City Council proposes to take action to approve a Development Agreement between the City of Dubuque, Iowa and Limestone Legacy, LLC, a copy of which is now on file at the Office of the City Clerk, City Hall, 50 W 13th Street, Dubuque, Iowa, 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 Downtown Urban Renewal Area Economic Development District, consisting of the funding of economic development grants for Limestone Legacy, LLC, under the terms and conditions of the Urban Renewal Plan for the Greater Downtown 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 $150,000. 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 City Council agenda will be posted the Friday before the meeting and will contain public input options. The agenda can be accessed at https://dubugueia.portal.civicclerk.com/ or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org. Written comments on the public hearing may be submitted to the City Clerk's Office by email at ctyclerk@cityofdubuque.org or by mail to City Hall, 50 W. 131" St., Dubuque, IA 52001, before the scheduled hearing. The City Council will review all written comments at the time of the hearing. Documents related to the public hearing 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 requiring special assistance should contact the City Clerk's Office as soon as feasible. Deaf or hard -of -hearing individuals can use Relay Iowa by dialing 711 or (800) 735-2942. Published by order of the City Council given on the 18th day of November 2024. Adrienne N. Breitfelder, CIVIC, City Clerk Page 956 of 1454 Ian C. Hatch, Assistant Economic Development Director, 1300 Main Street Dubuque IA 52001 (563) 589-4105 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13' St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO. 376-24 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 LIMESTONE LEGACY, 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 Limestone Legacy, LLC have tentatively 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 1602 Central Avenue; 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 Limestone Legacy, 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 THAT: 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 2nd day of December, 2024 at 6:30 p.m. The official agenda will be posted on Friday, November 29, 2024 and will contain listening, viewing, and public input options. The City Council agenda may be accessed at https://dubuqueia.portal.civicclerk.com/ 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 Limestone Legacy, 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 Limestone Legacy, LLC pursuant to the Development Agreement. It is expected that the aggregate amount of the Tax Increment Revenue obligations to be issued will be approximately $150,000. 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 18th day of November, 2024. Br E vanagh, Mayor Attest: Adrienne N. Breitfelder,tity Clerk