Approving a Development Agreement with CCI5, LLCCity of Dubuque
City Council
ACTION ITEMS # 1.
Copyrighted
May 19, 2025
ITEM TITLE: Resolution Approving a Development Agreement by and
between the City of Dubuque, Iowa and CC15, LLC Providing
for the Use of Urban Revitalization District Tax Abatement
Pursuant to the Development Agreement
SUMMARY: City Manager recommending City Council adopt the attached
Resolution approving a Development Agreement by and
between the City of Dubuque, Iowa and CC15, LLC providing
for the use of Urban Revitalization District Tax Abatement.
RESOLUTION Approving A Development Agreement By And
Between The City Of Dubuque, Iowa, And CC15, LLC
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Resolution
4. Development Agreement
Page 832 of 950
THE CITY OF
DUB E-E
Masterpiece on the Mississippi
Dubuque
All -America Ciq
IIIr
II
2007.2012.2013
2017*2019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving a Development Agreement by and between the City
of Dubuque, Iowa and CC15, LLC Providing for the Use of Urban
Revitalization District Tax Abatement Pursuant to the Development
Agreement
DATE: May 14, 2025
Economic Development Director Jill Connors is recommending City Council to adopt the
attached Resolution approving a Development Agreement by and between the City of
Dubuque, Iowa and CC15, LLC providing for the use of Urban Revitalization District Tax
Abatement.
In September 2022, following a housing study which indicated the need for over 1,100
housing units before the year 2030, the Dubuque City Council approved the expansion
of incentives to be offered to developers of housing units.
According to the US Census Bureau's Vintage 2024 population estimates, for the first
time in history, the population of Dubuque County is approaching 100,000. The city of
Dubuque, home to nearly 60% of Dubuque County's total population and the location
where most residents within 50 miles work, shop, and recreate, is a major driver and
beneficiary of this milestone.
According to the US Census Bureau, only 30 of the 99 counties in the state of Iowa
grew in population from 2010-2020, and only eight of those grew by more than 5,000
people. Of those eight counties that grew by more than 5,000 people, only Dubuque
County (city of Dubuque) and Scott County (city of Davenport) were outside the Polk
County (city of Des Moines)/Story County (city of Ames) and Johnson County (city of
Iowa City)/ Linn County (city of Cedar Rapids) corridors.
According to the US Census Bureau's Vintage 2024 population estimates, only 7
counties in the State of Iowa showed a population increase of more than 900 people
from 2020-2024, and only Dubuque County (+934) was outside the Polk County/Story
County and Johnson County/Linn County corridors.
Page 833 of 950
Since July 1, 2022, Greater Dubuque Development Corporation reports there has been
over $805 million in new construction in Dubuque County with businesses creating
approximately 1,000jobs.
Dubuque County's continued economic and population growth is a welcome contrast to
most of the rest of the State of Iowa and to the 1980s when the Dubuque County lost
nearly 10% of its population and unemployment soared, hitting 23% in 1983. In fact,
Dubuque County's population declined from 1976 to 1990 before it began steadily
increasing and finally recovered to its 1976 level in 2013.
With more major projects in the works like the over $100 million Chaplain Schmitt Island
Development Plan, the downtown location of the University of Dubuque's new John and
Alice Butler College of Osteopathic Medicine and expansion of the University of
Dubuque Airline Pilot program, the over $80 million Field of Dreams project, a new
Dubuque Museum of Art, development of Wanderwoods Children Garden, a planned
new Dubuque Community Y, numerous commercial, hotel and housing projects under
construction, investments in city infrastructure and streets, enhanced air service, and
the upcoming results of the Envision 2030 process identifying 10 big things to be
accomplished by 2030 more housing is going to be needed.
The key elements of the Development Agreement include the following:
• Developer will make a capital investment of approximately $23,400,000 to develop
the property.
• Developer must create 180 residential rental units.
• Developer must construct traffic improvements on Cedar Cross Road as defined
in the agreement.
• Developer must construct public sanitary improvements on the property as
defined in the agreement.
• Developer will receive 10 years of tax abatement on the increased value above
the current assessed value of the property.
• City will prepare The Cedar Cross Road Urban Revitalization Area Plan for City
Council review at a public hearing following the execution of the Development
Agreement.
• City to develop, construct, and maintain, at City's expense, a temporary sanitary
sewer solution to allow tenants to occupy the multi -residential buildings upon
issuance of certificate of Occupancy. The temporary solution shall continue until
sanitary sewer design and construction obligations of Developer are allowed by
permit from the Iowa Department of Natural Resources.
• City will collect the standard sanitary connection fees from any property that
connects to the sewer being constructed by Developer and disburse fees to
Developer.
2
Page 834 of 950
City will extend an appropriately sized drain tile along the east side of Cedar
Cross Road from the existing storm sewer system at the intersection of Crescent
Ridge and Cedar Cross Road so that Developer can connect the newly
constructed drain tile to the City's storm sewer system.
The Development Agreement requires Developer to accept applications from
prospective tenants with housing choice vouchers (issued under the U.S. HUD's
Section 8 voucher program or a similar program) that are otherwise qualified
prospective tenants.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
S4-zn,-
MicKael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
3
Page 835 of 950
Dubuque Economic Development
Department
THE CITY OF
50 West 13th Street
DkIAl1l-AmerinCity Dubuque, Iowa 52001-4864
UB&E1111AAI
I1AA I Office (563) 589-4393
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: Resolution Approving a Development Agreement by and between the City
of Dubuque, Iowa and CC15, LLC Providing for the Use of Urban
Revitalization District Tax Abatement Pursuant to the Development
Agreement
DATE: May 12, 2025
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached Resolution
approving a Development Agreement by and between the City of Dubuque, Iowa and
CC15, LLC providing for the use of Urban Revitalization District Tax Abatement.
BACKGROUND
In September 2022, following a housing study which indicated the need for over 1,100
housing units before the year 2030, the Dubuque City Council approved the expansion of
incentives to be offered to developers of housing units. This slate of incentives included
the creation of Urban Revitalization Areas in order to facilitate the development of
multifamily housing.
Previously, Urban Revitalization Areas had been used in Dubuque for low-income
housing tax credit projects; however, the Council approved the use of Urban
Revitalization Areas for market -rate and workforce housing per Iowa Code Chapter 404.
On March 17, 2025, the City Council of the City of Dubuque approved the preparation of
a Cedar Cross Road Urban Revitalization Plan finding that the rehabilitation,
conservation, redevelopment, economic development, or a combination thereof of the
area described therein to be known as the Cedar Cross Road Urban Revitalization Area
is necessary in the interest of public health, safety, or welfare of the residents of the city.
Page 836 of 950
DISCUSSION
CC15, LLC intends to develop six buildings with a total of 180 rental residential units on
the property consisting of addresses between 320-380 Cedar Cross Road. The project
will be utilizing a combination of private financing and tax abatement as well as applying
to the Iowa Workforce Development Housing Tax Credit Program.
The key elements of the Development Agreement include the following:
• Developer will make a capital investment of approximately $23,400,000 to develop
the property.
• Developer must create 180 residential rental units.
• Developer must construct traffic improvements on Cedar Cross Road as defined in
the agreement.
• Developer must construct public sanitary improvements on the property as defined
in the agreement.
• Developer will receive 10 years of tax abatement on the increased value above the
current assessed value of the property.
• City will prepare The Cedar Cross Road Urban Revitalization Area Plan for City
Council review at a public hearing following the execution of the Development
Agreement.
• City to develop, construct, and maintain, at City's expense, a temporary solution to
allow tenants to occupy the multi -residential buildings upon issuance of certificate of
Occupancy. The temporary solution shall continue until sanitary sewer design and
construction obligations of Developer are allowed by permit from the Iowa Department
of Natural Resources.
• City will collect the standard sanitary connection fees from any property that
connects to the sewer being constructed by Developer and disburse fees to Developer.
• City will extend an appropriately sized drain tile along the east side of Cedar Cross
Road from the existing storm sewer system at the intersection of Crescent Ridge and
Cedar Cross Road so that Developer can connect the newly constructed drain tile to the
City's storm sewer system.
The Development Agreement requires Developer to accept applications from
prospective tenants with housing choice vouchers (issued under the U.S. HUD's
Section 8 voucher program or a similar program) that are otherwise qualified
prospective tenants.
RECOMMENDATION/ ACTION STEP
2
Page 837 of 950
I recommend the City Council adopt the attached resolution approving the Development
Agreement for the development of 180 residential units at 320-380 Cedar Cross Road
by CC15, LLC.
Page 838 of 950
Prepared by: Ian Hatch, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4105
Return to: Ian Hatch, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4105
RESOLUTION NO. 172-25
APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF
DUBUQUE, IOWA, AND CC15, LLC
WHEREAS, CC15, LLC is the owner of the property legally described as follows:
Lot 2 of 2 of Mineral Lot 230, Lot 1 of Lot 3 of Mineral Lot 232, and Lot 2 of Merfeld
Acres, all in the City of Dubuque, Iowa and as shown on Exhibit A (the Plat) which
is currently being replatted to be known as Lots 1, 2, and 3 of Cedar Ridge
Commercial Park
(the Property); and
WHEREAS, Developer proposes to construct one hundred eighty (180)
multi -family residential units on the Property (the Project) and invest approximately
Twenty -Three Million Four Hundred Thousand Dollars ($23,400,000.00) in the Project;
and
WHEREAS, the Project will support the City's efforts to create new housing
opportunities for a growing workforce within the community; and
WHEREAS, it is the determination of the City Council that approval of the
Development Agreement for redevelopment of the Property by CC15, LLC, according to
the terms and conditions set out in the Development Agreement, is in the public interest
of the City of Dubuque,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Development Agreement by and between the City of
Dubuque, Iowa, and CC15, LLC, a copy of which is attached hereto, is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized
and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Development Agreement as herein approved.
Passed, approved and adopted this 19th day of May, 2025.
Attest:
Adrienne N. Breitfelder, City Clerk
• M. Ca•I%Mayor
P
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
CC15, LLC
THIS DEVELOPMENT AGREEMENT ("Agreement") dated the I �' day of May,
2025 (the "Effective Date") is made and entered into by and between the City of Dubuque,
Iowa , an Iowa municipal corporation ("City") and CC15, LLC, an Iowa limited liability
company ("Developer").
RECITALS
A. Developer is the owner of the following described real estate (the "Property")
Lot 2 of 2 of Mineral Lot 230, Lot 1 of Lot 3 of Mineral Lot 232, and Lot 2 of Merfeld
Acres, all in the City of Dubuque, Iowa and as shown on Exhibit A (the Plat) which
is currently being replatted to be known as Lots 1, 2, and 3 of Cedar Ridge
Commercial Park; and
B. Developer will undertake the development of multi -residential buildings located
on the Property and will be operating the same during the term of this Agreement;
C. Developer will make a capital investment in building improvements, equipment,
furniture and fixtures on the Property (the "Project"); and
D. The City Council of the City ("Council") believes it is in the best interests of the
City to encourage Developer in the development of the Property by accomplishing the
Project thereon, and the City is willing to provide certain incentives for the benefit of the
Developer as set forth herein in exchange for Developer's material investment in the
Project.
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, City and Developer mutually agree as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES.
1.1 Representations and Warranties of Cites In order to induce Developer to enter into
this Agreement, City hereby represents and warrants to Developer that to the best of
City's knowledge:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit B.
05142025ba1
(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 (or department or division thereof) 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 or which, because of City's
action(s) or inaction, will negatively impact or prevent Developer from
accomplishing the Project in a timely, cost effective fashion.
(6) No ordinance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies,
the cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against
the Property.
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing
Date.
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties that to the best of Developer's actual knowledge:
(1) Developer is an Iowa limited liability company 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 the Agreement.
Page 842 of 950
(2) This Agreement has been duly authorized, executed and delivered by
Developer and, assuming due authorization, execution and delivery by the City, is
in full force and effect and is a valid and legally binding instrument of Developer
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally. Developer's counsel shall issue a legal opinion to the
City, at time of closing, confirming the representations contained herein, in the form
attached hereto as Exhibit C.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
articles of incorporation or the bylaws of Developer or any contractual restriction,
evidence of indebtedness, agreement or instrument of whatever nature to which
Developer is now a party or by which it or its property is bound, or constitute a
default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, financial position or
result of operations of Developer or which affects the validity of the Agreement or
Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
State and federal laws and regulations.
(6) Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all material requirements of all applicable local, state, and federal
laws and regulations which must be obtained or met.
(7) Developer has firm commitments for permanent financing for the Project in
an amount sufficient, together with equity commitments, to successfully complete
the requirements of this Agreement and shall provide evidence thereof to City prior
to the Closing Date.
1.3 Closing. The closing shall take place on the Closing Date which shall be the
day of May, 2025, or such other date as the parties shall agree upon in writing but in no
event shall the Closing Date be later than thirty (30) days after the Effective Date.
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.
3
Page 843 of 950
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 D.
(2) Developer shall have the right to terminate this Agreement at any time prior
to the consummation of the closing on the Closing Date if Developer determines
in its sole discretion that conditions necessary for the successful completion of the
Project contemplated herein have not been satisfied in Developer's sole discretion.
Upon the giving of notice of termination by Developer to City, this Agreement shall
be deemed null and void and of no further force or effect as of the Effective Date.
(3) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement. "Material" for this purpose shall mean a significant
and substantial adherence to the terms and provisions of this Agreement, and not
a minor compliance issue which does not affect the Developer's reasonable ability
to perform the Project in a timely and cost-effective manner.
(4) Developer shall have furnished City with evidence pursuant to Section
1.2(7) hereof, in a form satisfactory to City (such as a letter of commitment from a
bank or other lending institution), that Developer has firm financial commitments in
an amount sufficient, together with equity commitments, to complete the Minimum
Improvements (as defined herein) in conformance with the Construction Plans (as
defined herein), or City shall have received such other evidence of Developer's
financial ability as the reasonable judgment of the City requires.
(5) Developer's counsel shall issue a legal opinion to the City confirming the
representations contained herein in the form attached hereto as Exhibit C.
(6) Developer shall have acquired marketable title as defined under Iowa law
and the Land Title Standards of the Iowa State Bar Association to the Property.
(7) City shall have approved an Urban Revitalization Plan for the Project Area.
A copy of the Urban Revitalization Plan is on file with the City Clerk as shown on
Exhibit F.
(8) Developer shall deliver a signed acknowledgement committing to provide
and maintain the insurance requirements as indicated in Section 4.6 of this
Agreement in the form attached hereto as Exhibit L.
4
Page 844 of 950
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 and its counsel.
SECTION 2. DEVELOPMENT ACTIVITIES.
2.1 Required Minimum Improvements. Developer will make a capital investment of
approximately Twenty -Three Million Four Hundred Thousand Dollars ($23,400,000.00) to
improve the Property. The Phase I Minimum Improvements, Phase II Minimum
Improvements and Phase III Minimum Improvements (together, the Minimum
Improvements) shall consist of the construction of sixty (60) housing units each phase,
for a total of one hundred eighty (180) units.
2.2 Reauired Public Improvements.
(1) Developer shall design and reconstruct a portion of Cedar Cross Road
adjacent to Property, including longitudinal sub -drain, concrete curb and gutter with
asphaltic concrete pavement or with Portland Cement concrete pavement with
integral curb, storm sewer, water main, street lighting and appurtenances,
pavement markings, erosion control, accessible sidewalk ramps and street
crossings, and sidewalks, and reconstruction of all affected driveways, all in
accordance with the City of Dubuque standard specifications in a manner
acceptable to the City Engineer, in conformance with construction improvement
plans approved by the City Engineer, and inspected and approved by the City
Engineer, and as conceptually shown on Exhibit I, all pursuant to the current
ordinances, rules and regulations of City. Developer shall dedicate the Cedar
Cross Road improvements to City once completed and inspected.
(2) One (1) proposed streetlight in the northeast corner of Cedar Cross Road
and the private driveway to the Property will be constructed by Developer (no head,
for which City is responsible at its cost), according to the approved construction
plans and will be dedicated to City for ownership and maintenance. City will own
and maintain the light pole and the associated foundation, fixture, and
appurtenances, as well as the wiring from the light pole to the adjacent hand hole,
and all replacements or substitutions thereof. City shall be responsible for paying
all electric usage bills associated with said streetlight. All other lighting
improvements and associated electrical wiring, meters, controllers and
appurtenances serving the Property will be privately owned and maintained by
Developer.
(3) Developer, with the cooperation and assistance of City (at no out of pocket
expense of City), shall acquire all required permits to work in public rights of way.
(4) Developer shall, if reasonably necessary, and mutually agreed upon by the
parties, dedicate any right of way on Cedar Cross Road to City to accommodate
the additional turn lanes, street pavement width, utilities, sidewalks and any other
appurtenant public improvements.
s
Page 845 of 950
(5) Developer shall design and construct a public sanitary sewer main
extension from the existing public sanitary sewer main on Molo Oil Company
property to and through Property, all in accordance with City of Dubuque standard
specifications in a manner acceptable to the City Engineer, in conformance with
construction improvement plans approved by the City Engineer, and inspected and
approved by the City Engineer, and as conceptually shown on Exhibit I and
dedicate public sanitary sewer main improvements to City once completed and
inspected.
(6) Developer shall acquire for City at no cost to City a public sanitary sewer
utility easement through Molo Oil Company property as shown on Exhibit J (Molo
Easement).
(7) Developer shall grant to City at no cost to City a public sanitary sewer utility
easement through Property as shown on Exhibit K (CC15 Easement).
(8) Developer shall pay City an inspection fee of three percent (3%) of the total
cost estimate of the Required Public Improvements.
(9) Developer shall submit to the City Clerk a form of Letter of Credit in the
amount of one hundred ten percent (110%) of the total cost estimate of the
Required Public Improvements pursuant to the terms set out in Section 4.7 below.
(10) Developer shall provide, to the City Clerk, maintenance securities in the
amount of twenty-five percent (25%) of the total cost estimate of the Required
Public Improvements for a period of two (2) years after acceptance of the required
improvements by the City Council.
(11) The extent of the construction items shown on the attached Exhibit I are for
general information only. The extent of each construction item will be based on
the results of the approved final engineering plans for the intersection and sanitary
sewer construction projects.
(12) Developer shall defend, indemnify and hold harmless City, its officers and
employees from and against any and all claims or damages of any kind related to
or arising out of the construction of the Required Public Improvements.
2.3 Plans for Construction of Minimum Improvements and Required Public
Improvements. Plans and specifications with respect to the development of the Property
and the construction of the Minimum Improvements thereon (the Construction Plans) and
the Required Public Improvements shall be in substantial conformity with this Agreement,
and all applicable state and local laws and regulations, including but not limited to SUDAS
standards, 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
r"
Page 846 of 950
respect to the improvements to be constructed by Developer on the Property, except for
those Public Improvements to be constructed by City. All work with respect to the
Minimum Improvements shall be in substantial conformity with the Construction Plans
approved by City and Developer.
2.4 Timina of Improvements.
(1) Developer hereby agrees that construction of the Minimum Improvements
and Required Public Improvements on the Property shall be commenced no later
than December 31, 2025.
(2) Cedar Cross Road reconstruction shall be completed within ninety (90) days
after the construction start date.
(3) City's obligations described in Section 3 to install the temporary solution will
be installed at the same time Developer's 8" sewer main is installed and the
installation of both should be coordinated between Developer and City.
(4) The Required Public Improvements described in Section 2.2(1) and Section
2.2(5) and Section 3.2 must be completed prior to the issuance of the certificate of
occupancy for the Project. All other Required Public Improvements must be
completed by January 1, 2026.
(5) The Minimum Improvements shall be substantially completed by June 30,
2028.
(6) The time frames for the performance of these obligations shall be
suspended due to unavoidable delays meaning delays, outside the control of the
party claiming its occurrence in good faith, which are the direct result of strikes,
other labor troubles, unusual shortages of materials or labor, unusually severe or
prolonged bad weather, acts of God, fire or other casualty to the Minimum
Improvements, litigation commenced by third parties which, by injunction or other
similar judicial action or by the exercise of reasonable discretion directly results in
delays, pandemic or other similar health crisis impacting normal development
operations or acts of any federal, state or local government which directly result in
extraordinary delays. The time for performance of such obligations shall be
extended only for the period of such delay.
2.5 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements and the Required Public Improvements, City
shall furnish Developer with an appropriate instrument so certifying in the form attached
as Exhibit G. Such certification (the Certificate of Completion) shall be in recordable form
and shall be a conclusive determination of the satisfaction and termination of the
agreements and covenants in this Agreement.
VA
Page 847 of 950
2.6 Security Cameras. Developer shall instal
newly constructed buildings on the Property and
Dubuque Personal Surveillance
https-//cityofdubuque.org/2980/Secure-Dubuque.
SECTION 3. CITY PARTICIPATION.
security cameras on the exterior of all
register said cameras with the "Secure
System" described at
3.1 City shall prepare an Urban Revitalization Plan including the entirety of the
Property in order to facilitate construction of the Project.
3.2 Based on Developer's building construction schedule, and the status of the
sanitary sewer to serve the Project previously designed, constructed and maintained by
City, it is apparent that the Iowa Department of Natural Resources (IDNR) will not issue
a permit for the Phase I buildings to connect to the sanitary sewer system. City shall
develop a design and construct and maintain at City's sole expense, a temporary solution
(and related requirements as allowed by the IDNR) to allow tenants to occupy the multi
residential buildings which are part of the Project upon issuance of certificate of
occupancy by City. This temporary solution shall be at the sole cost of the City and shall
continue indefinitely unless and until the sanitary sewer design and construction
obligations on Developer pursuant to Section 2.2(5) hereof are allowed via permit by the
IDNR, and otherwise permissible under all applicable laws. For the temporary solution as
described in this Section 3.2, City shall pump and haul sewage, as applicable and
required, at its sole expense, in a timely fashion such that there is no interruption in
service of the temporary solution described in this Section 3.2 that affects, in any way,
Developer's Project, or the tenants who rent from Developer or its successor in interest.
City will maintain the temporary solution until such time IDNR approves a permit to accept
all flows from the Project (flows from Phases 1 through 3). Developer shall provide City
suitable access to the temporary solution facilities provided for in this section to facilitate
the construction, maintenance, pumping, and hauling activities associated with said
temporary solution facilities.
3.3 Except for Developer, City shall collect the standard sanitary connection fees from
any property that connects to the sewer constructed as required by Section 2.2(5) and
disburse such fees to Developer. Developer shall not be required to pay any connection
fee to the City or anyone else for the sanitary sewer at any time.
3.4 City shall extend an appropriately sized drain tile along the east side of Cedar
Cross Road from the existing storm sewer system at the intersection of Crescent Ridge
and Cedar Cross Road to the north end of the road widening project by Developer so that
Developer can connect their newly constructed drain tile to the City's storm sewer system.
3.5 City agrees to include in its adoption of the Urban Revitalization Plan pursuant to the
provisions of Chapter 404 of the Code of Iowa, in order to provide tax exemption benefits
(as set forth herein) for the construction of new multi residential facilities and the other
aspects of the Project. City agrees Developer is eligible for one hundred percent (100%)
real estate tax abatement and City shall comply with all required laws in connection with
Page 848 of 950
such tax abatement. City acknowledges that the tax abatement is a material condition
precedent to Developer's performance of the construction and investment in the Project.
Developer is foregoing tax incremental financing (TIF) in connection with the Project
based upon City's representation that Developer is eligible for tax abatement. Each sixty
(60) unit phase of the total one hundred eighty multi residential apartment units of the
Project under the Project shall receive its own tax abatement schedule for a period of ten
(10) years from and after Developer's application for abatement for each such sixty (60)
units. The Project consists of, among other things, three (3) phases of sixty (60) multi
residential use units in each phase.
SECTION 4. COVENANTS OF DEVELOPER.
4.1. Operation of Development Property; Housing Vouchers. For and in consideration
of the incentives 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 solely on a public assistance
source of income. A public assistance source of income means income and support
derived from any tax supported federal, state or local funds, including, but not limited to,
social security, supplemental security income, temporary assistance for needy families,
family investment program, general relief, food stamps, and unemployment
compensation, housing choice voucher subsidies and similar rent subsidy programs. This
Section 4.1 shall survive the termination of this Agreement. If Developer violates or
Developer's successors or assigns violate the requirements of this Section 4.1 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.
4.2 Books and Records. During the term of this Agreement, Developer shall make
available to City upon reasonable request with at least forty eight (48) hours written notice
information relating to questions concerning insurance and taxes.
4.3 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.
4.4 Sanitary Fees. Developer shall pay or cause to be paid, when due, all
standard City sanitary utility fees with respect to all and any parts of the Property.
4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not
to apply for any state or local property tax exemptions with respect to the Development
Property or the Minimum Improvements located thereon that may now be, or hereafter
become, available under state law or city ordinance during the term of this Agreement,
including those that arise under Iowa Code Chapters 404 and 427, as amended.
4.6 Insurance Requirements.
E
Page 849 of 950
(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, for Five Million Dollars ($5,000,000.00) for
each phase on commencement of construction of each phase. Coverage shall
include the "special perils" form and developer shall furnish City with proof of
insurance in the form of a certificate of insurance.
(2) Upon completion of construction of the Minimum Improvements and up to
the Termination Date, Developer shall maintain, or cause to be maintained, at its
cost and expense property insurance against loss and/or damage to the building
(including the Minimum Improvements) under an insurance policy written with the
"special perils" form and in an amount not less than the full insurable replacement
value of the building (including the Minimum Improvements), naming City as loss
payee. Developer shall furnish to City proof of insurance in the form of a certificate
of insurance.
(3) The term "replacement value" shall mean the actual replacement cost of the
building with Minimum Improvements (excluding foundation and excavation costs
and costs of underground flues, pipes, drains and other uninsurable items) and
equipment, and shall be reasonably determined from time to time at the request of
City, but not more frequently than once every three (3) years.
(4) Developer shall notify City immediately in the case of damage exceeding
Two Hundred Thousand Dollars ($200,000.00) in amount to, or destruction of, the
Minimum Improvements or any portion thereof resulting from fire or other casualty.
Net proceeds of any such insurance (Net Proceeds), shall be paid directly to
Developer as its interests may appear, and Developer shall forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the same or
an improved condition or value as they existed prior to the event causing such
damage and, to the extent necessary to accomplish such repair, reconstruction
and restoration, Developer shall apply the Net Proceeds of any insurance relating
to such damage received by Developer to the payment or reimbursement of the
costs thereof, subject, however, to the terms of any mortgage encumbering title to
the Property (as its interests may appear). Developer shall complete the repair,
reconstruction and restoration of Minimum Improvements whether or not the Net
Proceeds of insurance received by Developer for such purposes are sufficient.
(5) Developer shall provide insurance as required by the Insurance Schedule
attached as Exhibit H.
4.7 No Bond. Developer shall provide, prior to commencement of each portion of
construction (e.g. grading, underground work including sanitary and storm sewer as
applicable, road work, each building etc.), a separate letter of credit from Developer's
bank for Developer's obligations, pursuant to the Required Public Improvements to be
constructed by Developer for the Project. Developer agrees, and its letter of credit is also
10
Page 850 of 950
security for maintenance of the Required Public Improvements for road and sanitary
sewer pursuant to this Section 4.7 in good repair for a period of two (2) years.
4.8 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 and Required Public Improvements in good repair and working
order, ordinary wear and tear accepted, and from time to time shall make all necessary
repairs, replacements, renewals and additions.
4.9 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
sexual orientation, gender identity, national origin, age or disability.
4.10 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a position
to participate in a decision -making process or gain insider information with regard to the
project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any
activity, or benefit therefrom, which is part of this project at any time during or after such
person's tenure. In connection with this obligation, Developer shall have the right to rely
upon the representations of any party with whom it does business and shall not be
obligated to perform any further examination into such party's background.
4.11 Non -Transferability. During the Term of this Agreement, this Agreement may not
be assigned by Developer nor may any portion of the Property be sold or otherwise
transferred by Developer without the prior written consent of City, which consent shall not
be unreasonably withheld. City has no obligation to consent to any assignment or sale.
Notwithstanding the language in this Section 4.10, Developer shall be permitted to assign
to any affiliate of the Developer, who is under common control, without the consent of the
City, so long as such affiliate agrees to be bound by all of the terms and conditions of this
Agreement and the Developer provides notification of such assignment in writing to the
City. Notwithstanding anything to the contrary set forth herein, the provisions of this
section shall not apply to transfers of membership interests in the Developer.
4.12 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.
4.13 Restrictions on Use. During the term of this Agreement Developer agrees for itself,
and its successors and assigns, and every successor in interest to the Property or any
part thereof that they, and their respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Revitalization Plan (and City represents and agrees that use
Page 851 of 950
of the Property as residential housing is in full compliance with the Urban
Revitalization 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 identify, national origin, age or disability in the sale, lease,
rental, use or occupancy of the Property or any improvements erected or to be
erected thereon, or any part thereof (however, Developer shall not have any
liability to City to the extent that a successor in interest shall breach this covenant
and City shall seek enforcement of this covenant directly against the party in
breach of same).
4.14 Compliance with Laws. Developer shall materially comply with all laws, rules and
regulations relating to its businesses, other than laws, rules and regulations the failure to
comply with or the sanctions and penalties resulting therefrom, would not have a material
adverse effect on the business, property, operations, financial or otherwise, of Developer.
SECTION 5. EVENTS OF DEFAULT AND REMEDIES.
5.1 Events of Default Defined. The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements and the Required Public Improvements to be commenced and
completed pursuant to the terms, conditions and limitations of this Agreement.
(3) Transfer of any interest by Developer of the Minimum Improvements in
violation of the provisions of this Agreement prior to the issuance of the final
Certificate of Completion.
(4) Failure by Developer or City to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
5.2. Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 5.1 of this Agreement occurs and is continuing, subject to any applicable notice
and/or cure period, 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
12
Page 852 of 950
writing) of the Event of Default, but only if the Event of Default has not been cured within
sixty (60) days following such notice, or if the Event of Default cannot be cured within
sixty (60) days and Developer does not provide assurances to City that the Event of
Default will be cured as soon as reasonably possible thereafter-
(1) City may suspend its performance under this Agreement until it receives
assurances from Developer deemed adequate by City, in its reasonable
judgment, that the Developer will cure its default and continue its
performance under this Agreement;
(2) City may repeal the ordinance creating the Urban Revitalization District;
(3) Until the Closing Date, City may cancel and rescind this Agreement;
(4) City may withhold the Certificate of Completion or Certificate of Occupancy;
or
(5) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
5.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient.
5.4 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
5.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and
costs of litigation may be set by the court in the trial of such action or by the arbitrator, as
the case may be, or may be enforced in a separate action brought for that purpose. Such
fees and costs of litigation shall be in addition to any other relief that may be awarded.
5.6 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that
may appear necessary or desirable to collect any payments due under this Agreement,
13
Page 853 of 950
to recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may
suspend its performance under this Agreement until it receives assurances from City,
deemed adequate by Developer, that City will cure its default and continue its
performance under this Agreement.
SECTION 6. GENERAL TERMS AND PROVISIONS.
6.1 Notices and Demands. Whenever this Agreement requires or permits any notice
or written request by one party to another, it shall be deemed to have been properly given
if and when delivered in person or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid,
addressed as follows:
If to Developer: CC15, LLC
Joel Callahan
7629 Commerce Park
Dubuque, IA 52002
Phone: (612) 604-6778
With copy to: Brian J. Kane
Kane, Norby & Reddick, P.C.
2100 Asbury Road, Suite 2
Dubuque, IA 52001
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
50 W. 13t" Street
Dubuque IA 52001
Phone: (563) 589-4113
Or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
14
Page 854 of 950
6.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2039 (the Termination Date).
6.4. Execution By Facsimile. The parties agree that this Agreement may be transmitted
between them by facsimile machine or electronic transmission. The parties intend that
the faxed or electronic transmission signatures constitute original signatures and that a
faxed or electronically transmitted Agreement containing the signatures (original, faxed
or electronically transmitted) of all the parties is binding on the parties.
6.5 Memorandum of Development Agreement. Developer shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit E 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
i
Attest:
Adrienne N. Breitfelder
City Clerk
CC15, LLC
By
Jo M. Callahan, President
15
LIST OF EXHIBITS
EXHIBIT A — Plat
EXHIBIT B
— City Attorney Certificate
EXHIBIT C
— Opinion of Developer Counsel
EXHIBIT D
— City Certificate
EXHIBIT E
— Memorandum of Development Agreement
EXHIBIT F
— Urban Revitalization Plan
EXHIBIT G
— Certificate of Completion
EXHIBIT H
— Insurance Schedule
EXHIBIT I —
Required Public Improvements
EXHIBIT J —
Molo Easement
EXHIBIT K — CC15 Easement
EXHIBIT L — Insurance Acknowledgement
1r,
Page 856 of 950
EXHIBIT A
PLAT
17
Page 857 of 950
Ind= Leprd
Loc.&. LOT 2.2 OF MINERAL LOT 230
LOT 1.3 OF MINERAL LOT 232
LOT 2 OF MERFELD ACRES
CITY OF DUSUOUE
DUBUQUE COUNTY. IOWA
Prepdew.
(1015, LLC
R.W.d r.
JOEL CALLAWW
Sunny--
OANIEL L MARTI
Survey.
ORIGIN DESIGN CO.. 137 MAIN STREET DUBUOUE,
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IOWA52001
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Page 858 of 950
EXHIBIT B
CITY ATTORNEY'S CERTIFICATE
[us
Page 859 of 950
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
RE:
Dear
Dubuque
THE CITY OF
DUB E
' III'
II
2007-2012.2013
2017*2019
Masterpiece on the Mississippi
(DATE)
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between CC15, 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
:�G1�lAJ/
05142025bal
Page 860 of 950
EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
21
Page 861 of 950
Mayor and City Councilmembers
City Hall
13t" 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 CC15, LLC (Developer) in connection with the
execution and delivery of a certain Development Agreement (Development Agreement)
between Developer and the City of Dubuque, Iowa ("City") dated for reference purposes
the day of , 2025.
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 corporation organized and existing under the laws of the
State of Iowa and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer that are known to exist 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.
22
Page 862 of 950
Very truly yours,
23
Page 863 of 950
EXHIBIT D
CITY CERTIFICATE
24
Page 864 of 950
Dubuque
THE CITY OF
All•Meltia City
`.UII hV.Tl.11.t lJ
DUJBQTE ' V
2007.2012.2013
Masterpiece on the Mississippi 2017*2019
(DATE)
Dear
City Manager's Office
City Hall
50 West 13th Street
Dubuque, IA 52001-4845
Office (563) 589-4110
Fax (563) 589-4149
TTY (563) 690-6678
ctymgr@cityofdubuque.org
www.cityofdubuque.org
I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
CC15, LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes
the day of , 2025.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit B.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of
whatever nature to which City is now a party or by which it or its property is bound,
or constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City that are known to exist 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
25
Page 865 of 950
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.
MCVM:JLM
Sincerely,
Michael C. Van Milligen
City Manager
26
Page 866 of 950
EXHIBIT E
MEMORANDUM OF DEVELOPMENT AGREEMENT
27
Page 867 of 950
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 non-
profit corporation, of Dubuque, Iowa, and CC15, LLC was made regarding the following
described premises:
Lot 2 of 2 of Mineral Lot 230, Lot 1 of Lot 3 of Mineral Lot 232, and Lot 2 of
Merfeld Acres, all in the City of Dubuque, Iowa and as shown on Exhibit A (the
Plat) which is currently being replatted to be known as Lots 1, 2, and 3 of Cedar
Ridge Commercial Park.
The Development Agreement is dated for reference purposes the day of
, 2025, 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 , 2025.
CITY OF DUBUQUE, IOWA
IN
Barry A. Lindahl, Esq., Senior Counsel
STATE OF IOWA
28
Page 868 of 950
: ss:
DUBUQUE COUNTY
On this day of , 2025, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Barry A. Lindahl, , to me personally
known, who being by me duly sworn did say that he is Senior Counsel of the City of
Dubuque, a Municipal Corporation, created and existing under the laws of the State of
Iowa and that said instrument was signed on behalf of said Municipal corporation by
authority and resolution of its City Council 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
29
Page 869 of 950
EXHIBIT F
URBAN REVITALIZATION PLAN
(on file with the City Clerk's Office, 50 W. 13t" Street, Dubuque, IA 52001)
30
Page 870 of 950
EXHIBIT G
CERTIFICATE OF COMPLETION
31
Page 871 of 950
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"),
has granted incentives to CC15, LLC (the "Grantee"), in accordance with a Development
Agreement dated as of [Date] (the "Agreement"), certain real property located within the
Greater Downtown Urban Renewal District of the Grantor and as more particularly
described as follows:
Lot 2 of 2 of Mineral Lot 230, Lot 1 of Lot 3 of Mineral Lot 232, and Lot 2 of Merfeld
Acres, all in the City of Dubuque, Iowa and as shown on Exhibit A (the Plat) which
is currently being replatted to be known as Lots 1, 2, and 3 of Cedar Ridge
Commercial Park
(the "Development Property"); and
WHEREAS, said Agreement incorporated and contained certain covenants and
conditions with respect to the construction of the Development Property, and obligated
the Grantee to construct certain Minimum Improvements and Required Public
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 and
Required Public Improvements in a manner deemed sufficient by the Grantor to permit
the execution and recording of this certification; and
NOW, THEREFORE, pursuant to Section 2.5 of the Agreement, this is to certify
that all covenants and conditions of the Agreement with respect to the obligations of the
Grantee, and its successors and assigns, to construct the Minimum Improvements and
Required Public Improvements on the Development Property have been completed and
performed by the Grantee to the satisfaction of the Grantor and such covenants and
conditions are hereby satisfied.
The County Recorder of Dubuque County is hereby authorized to accept for recording
and to record the filing of this instrument, to be a conclusive determination of the
satisfaction of the covenants and conditions as set forth in said Agreement, and that the
Agreement shall otherwise remain in full force and effect.
(SEAL) CITY OF DUBUQUE, IOWA
Mike Van Milligen, City Manager
32
Page 872 of 950
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of 20_, before me, the undersigned, a Notary Public
in and for the State of personally appeared Michael C. Van Milligen and
acknowledged said execution of the instrument to be his/her voluntary act and deed.
Notary Public in and for
Dubuque County, Iowa
33
Page 873 of 950
EXHIBIT H
INSURANCE SCHEDULE
34
Page 874 of 950
INSURANCE SCHEDULE A
For the Requirement Public Improvements to be constructed by
Developer in the City right of way, the following insurance
requirements shall apply.
Developer (right of way licensee or permitee) shall furnish a signed certificate of insurance to the
City of Dubuque, Iowa for the coverage required in Exhibit I prior to the lease, license, or permit
commencement. All lessees of City property and right of way licensees or permittees shall submit
an updated certificate annually. Each certificate shall be prepared on the most current ACORD
form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a
statement under Description of Operations as to why the certificate was issued. Agreement dated
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in
Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each certificate shall be furnished to the Finance Department of the City of Dubuque.
4. The lessee, licensee, or permittee shall be required to carry the minimum coverage/limits, or
greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required
minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque.
5. Failure to obtain or maintain the required insurance shall be considered a material breach of the
lease, license, or permit.
6. All required endorsements shall be attached to the certificate. The certificate is due before the
contract/agreement can be approved.
7. Whenever a specific ISO form is referenced the current edition of the form must be used unless
an equivalent form is approved by the Chief Financial Officer. The lessee, licensee, or permittee
must identify and list in writing all deviations and exclusions from the ISO form.
8. If lessees, licensees, or permittee limits of liability are higher than the required minimum limits
then the lessee's, licensee's, or permittee's limits shall be this agreement's required limits.
9. Lessee, licensee, or permittee shall require all subcontractors and subcontractors to obtain and
maintain during the performance of work insurance for the coverages described in this Insurance
Schedule and shall obtain certificates of insurance from all such subcontractors and sub -
subcontractors. Lessee, licensee, or permittee agrees that it shall be liable for the failure of a
subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may
request a copy of such certificates from the lessee, licensee, or permittee.
10. Lessee, license & permittees shall be responsible for deductibles and self -insured retention and
for payment of all policy premiums and other costs associated with the insurance policies
required below.
11. All certificates of insurance must include the agent's name, phone number and email address.
12. The City of Dubuque reserves the right to require complete, certified copies of all required
insurance policies, including endorsements, required by this Schedule at any time.
13. The City of Dubuque reserves the right to modify these requirements, including limits, based on
changes in risk or other special circumstances during the term of the agreement, subject to the
35
Page 875 of 950
written mutual agreement attached hereto.
36
Page 876 of 950
INSURANCE SCHEDULE A (Continued)
EXHIBIT I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit (any one occurrence) $50,000
Medical Payments $5,000
a) Coverage shall be written on an occurrence, not claims made, form. The general
liability coverage shall be written in accord with the ISO form CG 00 01 or
business owners form BP 00 02. All deviations from the standard ISO
commercial general liability form CG 0001, or Business owners form BP 00 02,
shall be clearly identified.
b) Include ISO endorsement form CG 25 04 "Designated Location(s) General
Aggregate Limit."
c) Include endorsement indicating that coverage is primary and non-contributory.
d) Include Preservation of Governmental Immunities Endorsement (Sample
attached).
e) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO form CG 20 10
(Ongoing operations) or its equivalent.
f) Policy shall include Waiver of Right to Recover from Others Endorsement.
g) Policy shall include cancellation and material change endorsement providing
thirty (30) days advance written notice of cancellation, non -renewal, reduction in
insurance coverage and/or limits and ten (10) days written notice of non-payment
of premium shall be sent to: City of Dubuque Finance Department, 50 West 13tn
Street Dubuque, Iowa 52001
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as
prescribed by Iowa Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer
OR
If, by Iowa Code Section 85.1A, the lessee, licensee, or permittee is not required to
purchase Workers' Compensation Insurance, the lessee, licensee, or permittee shall
have a copy of the State's Nonelection of Workers' Compensation or Employers' Liability
37
Page 877 of 950
C)
D)
E)
Coverage form on file with the Iowa Workers' Compensation Insurance Commissioner, as
required by Iowa Code Section 87.22. Completed form must be attached.
POLLUTION LIABILITY
Coverage required: _ Yes _*_ No
Pollution liability coverage shall be required if the lessee, contracting party, or permittee
has any pollution exposure for the abatement of hazardous or contaminated materials
including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs.
Pollution products and completed operations coverage shall also be covered.
Each occurrence
Policy Aggregate
$2,000,000
$4,000,000
1) Policy to include job site and transportation coverage.
2) Include additional insured for:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO form CG 2010.
(Ongoing operations) or its equivalent and CG2037(completed operations) or
its equivalent.
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
5) Include endorsement indicating that coverage is primary and non-contributory.
6) Policy shall include waiver of right to recovery from others endorsement.
PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT
* Yes No
Amount $
Include the City of Dubuque as Lender Loss Payable.
RIGHT-OF-WAY WORK ONLY:
UMBRELLA/EXCESS
Yes No
$1,000,000
The General Liability, Automobile Liability and Employer's Liability insurance
requirements may be satisfied with a combination of primary and Umbrella or Excess
Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of
the primary policies, it shall include the same endorsements as required of the primary
policies including but not limited to Waiver of Subrogation AND Primary and Non-
contributory in favor of the City.
F) FLOOD INSURANCE
Yes * No
If Required Coverage
38
Page 878 of 950
Please be aware that naming the City of Dubuque as an additional insured as is required by this
Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code
sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent
form.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase
of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any
of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa
Section 670.4 as it now exists and as it may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those
claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it
now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa
Section 670.4 shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting
any defense of governmental immunity and may do so at any time and shall do so upon the timely written
request of the insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer
shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for
reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of
the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
39
Page 879 of 950
EXHIBIT I
REQUIRED PUBLIC IMPROVEMENTS
40
Page 880 of 950
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43
Page 883 of 950
EXHIBIT J
MOLO EASEMENT
44
Page 884 of 950
Location: LOT 2-2 MINERAL LOT 211A
LOT 1-3-3 MINERAL LOT 231 AND
LOT 1-2 MINERAL LOT 230
IN THE CITY OF DUBUQUE
DUBUQUE COUNTY, IOWA
Surveyor I ORIGIN DESIGN CO., 131 MAIN 5TRI
Company. DUBUQUE, IOWA 52001
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Page 885 of 950
EXHIBIT K
CC15 EASEMENT
46
Page 886 of 950
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Page 887 of 950
EXHIBIT L
INSURANCE ACKNOWLEDGEMENT
48
Page 888 of 950
Acknowledgment of Insurance Requirements
Section 4.6(1) of the Development Agreement provides:
(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. Developer is not required to name 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.
Developer specifically acknowledges that replacement value means one hundred percent
of the replacement value when construction is completed and that evidence of builders
risk must be provided prior to closing.
Developer
49
Page 889 of 950