The URL can be used to link to this page

List of Iowa Economic Development Authority's 2025 Redevelopment Tax Credit Recipients from DubuqueCopyrighted December 1, 2025 City of Dubuque ACTION ITEMS # 10. City Council ITEM TITLE: List of Iowa Economic Development Authority's 2025 Redevelopment Tax Credit Recipients from Dubuque SUMMARY: City Manager providing the list of successful applicants for the Iowa Economic Development Authority's 2025 Redevelopment Tax Credit Recipients for 2025. SUGGUESTED Receive and File DISPOSITION: ATTACHMENTS: 1. MVM Memo 2. Staff Memo 3. Iowa Redevelopment Tax Credit Awards —Nov 2025 4. IOCO Building Tax Credit Letter 5. Dubuque 5th & Main Project Tax Credit Letter 6. Dubuque 5th & Main Project Development Agreement 7. Farley & Loetscher Manufacturing Tax Credit Letter 8. Farley & Loetscher Manufacturing Development Agreement 9. Iowa Street Lofts Tax Credit Letter 10. Iowa Street Lofts Development Agreement 11. Wilson House Apartments Tax Credit Letter 12. Wilson House Apartments Development Agreement Page 992 of 1214 Dubuque THE C D!Uj-!B AII-America Ciq 11111.1 II Masterpiece on the Mississippi YP PP zoo�•*o 13 2017202019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: List of Iowa Economic Development Authority's 2025 Redevelopment Tax Credit Recipients from Dubuque DATE: November 24, 2025 Economic Development Director Jill Connors is providing the list of successful applicants for the Iowa Economic Development Authority's 2025 Redevelopment Tax Credit Recipients for 2025. Each application required a letter of support from the City. All five applicants from Dubuque received an award from the program. There was $19,115,000 of tax credits available from the State of Iowa. There were 51 project applications submitted from across the state, and only 25 projects received an award. The 5 Dubuque projects received a total of $4,130,000 of the available tax credits. Brownfield category IOCO Building (at 100 E. 1 st Street) — awarded $1,000,000 The IOCO Building is one of two remaining historic buildings located within the South Port area. The proposed redevelopment of the building and property would be the first of its kind in this area and set an example of the quality and impact a project can have for a community. The project will create a recreation/gathering place for the entire Dubuque area. It will also create a physical and visual connection to the Mississippi River, utilizing Dubuque's best and largest natural asset. The property has already been the subject of environmental testing and identified the presence of both asbestos and lead based paint. Grayfield category Dubuque 5th & Main Proiect (at 5th & Main Street) — awarded $1,500,000 This property has served as a surface parking lot for decades. The City of Dubuque and Gronen Development, Inc. entered into a Development Agreement on March 17, 2025 for the creation of 8,000 square feet of first -floor commercial space and at least eighty (80) rental residential units at an investment of approximately $24,000,000 on this site. The property is located immediately west of the future osteopathic college. Farley & Loetscher Manufacturing (at 801 Jackson Street) — awarded $1,250,000 After closing its millworking operations decades ago, this property evolved into a hodgepodge of storage, bakery, and law office space that currently sits abandoned. Page 993 of 1214 The City of Dubuque and Farley & Loetscher, LLC entered into a Development Agreement on September 5, 2023 for the creation of One Hundred Twenty -Six (126) rental residential units at an investment of approximately $25,000,000 on this site. Iowa Street Lofts (at 1236-1248 Iowa Street) — awarded $1,000,000 The Iowa Street Lofts project proposes to create 13 apartments in the mixed -use building immediately adjacent to City Hall. The City of Dubuque and 1248 Iowa St, LLC entered into a Development Agreement on October 20, 2025 for the creation of 13 new residential rental units and the restoration of the building fagade at an investment of approximately $2,700,000 in the project. Wilson House Apartments (at 1243 Locust Street) — awarded $80.000 Wilson House has been vacant since 2018 and had over 200 showings before being sold. An asbestos survey was completed in 2024 with sampling and analysis showing evidence of asbestos being present in piping insulation and floor tile/mastic. The piping insulation and floor tile/mastic to be remediated for the property to be redeveloped. The City of Dubuque and Wilson House Apts., LLC entered into a Development Agreement on May 20, 2024, for the creation of Five (5) new residential units with an investment of approximately $1,500,000.00. The project intends to use historic tax credits. v Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jill Connors, Economic Development Director 2 Page 994 of 1214 THE CITY OF DUB E Masterpiece on the Mississippi Dubuque Economic Development Department 1300 Main Street AII-Anerig90 Dubuque, Iowa 52001-4763 1 I Office (563) 589-4393 I III® TTY (563) 690-6678 http://www.cityofdubuque.org 2007-2012.2013 2017*2019 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: List of Iowa Economic Development Authority's 2025 Redevelopment Tax Credit Recipients from Dubuque DATE: November 24, 2025 INTRODUCTION This memorandum presents the list of successful applicants for the Iowa Economic Development Authority's 2025 Redevelopment Tax Credit Recipients for 2025. Each application required a letter of support from the City. All five applicants from Dubuque received an award from the program. Dubuque's developers can be proud of the quality projects they are undertaking and the State of Iowa is to be thanked for their support of Dubuque's redevelopment efforts. BACKGROUND Developers in Iowa can receive tax credits for redeveloping properties known as brownfield and grayfield sites. Additional tax credits are available for projects that meet or exceed sustainable design standards as defined by state law. This tax credit program is offered as a way to promote the economic health of communities by reducing environmental potential hazards, cleaning up eyesores, creating new jobs and boosting tax revenue. Five projects requested City support for their application — one in the Brownfield category and four in the Grayfield category in 2025. Brownfield sites are abandoned, idled or underutilized industrial or commercial properties where real or perceived environmental contamination prevents productive expansion or redevelopment. Examples of brownfield sites include former gas stations, dry cleaners and other commercial operations that may have utilized products or materials potentially hazardous to the environment. Page 995 of 1214 Tax credits of up to 24% of qualifying costs of a brownfield project and up to 30% if the project meets green building requirements. A Grayfield site is an abandoned public building or industrial or commercial property that meets requirements such as outdated infrastructure (vacant, blighted, obsolete, or otherwise underutilized), assessed value of property's improvements has decreased by at least 25 percent over the past 25 years, property is used as a parking lot, or improvements on the property no longer exist. Tax credits of up to 12% of qualifying costs of a grayfield project and 15% if the project meets green building requirements. The Program is capped at $15 million per fiscal year with a maximum award of $1.5 million per project. DISCUSSION The following projects applied, with City of Dubuque support, and were awarded a redevelopment tax credit in the 2025 round. Brownfield category IOCO Buildina (at 100 E. 1 st Street) — awarded $1.000.000 The IOCO Building is one of two remaining historic buildings located within the South Port area. The proposed redevelopment of the building and property would be the first of its kind in this area and set an example of the quality and impact a project can have for a community. The project will create a recreation/gathering place for the entire Dubuque area. It will also create a physical and visual connection to the Mississippi River, utilizing Dubuque's best and largest natural asset. The property has already been the subject of environmental testing and identified the presence of both asbestos and lead based paint. Grayfield category Dubuque 5th & Main Project (at 5th & Main Street) — awarded $1,500,000 This property has served as a surface parking lot for decades. The City of Dubuque and Gronen Development, Inc. entered into a Development Agreement on March 17, 2025 for the creation of 8,000 square feet of first -floor commercial space and at least eighty (80) rental residential units at an investment of approximately $24,000,000 on this site. The property is located immediately west of the future osteopathic college. Farlev & Loetscher Manufacturina (at 801 Jackson Street) — awarded $1.250.000 After closing its millworking operations decades ago, this property evolved into a hodgepodge of storage, bakery, and law office space that currently sits abandoned. The City of Dubuque and Farley & Loetscher, LLC entered into a Development Agreement on K Page 996 of 1214 September 5, 2023 for the creation of One Hundred Twenty -Six (126) rental residential units at an investment of approximately $25,000,000 on this site. Iowa Street Lofts (at 1236-1248 Iowa Street) — awarded $1,000,000 The Iowa Street Lofts project proposes to create 13 apartments in the mixed -use building immediately adjacent to City Hall. The City of Dubuque and 1248 Iowa St, LLC entered into a Development Agreement on October 20, 2025 for the creation of 13 new residential rental units and the restoration of the building fagade at an investment of approximately $2,700,000 in the project. Wilson House Apartments (at 1243 Locust Street) — awarded $80,000 Wilson House has been vacant since 2018 and had over 200 showings before being sold. An asbestos survey was completed in 2024 with sampling and analysis showing evidence of asbestos being present in piping insulation and floor tile/mastic. The piping insulation and floor tile/mastic to be remediated for the property to be redeveloped. The City of Dubuque and Wilson House Apts., LLC entered into a Development Agreement on May 20, 2024 for the creation of Five (5) new residential units with an investment of approximately $1,500,000.00. The project intends to use historic tax credits. RECOMMENDATION This memorandum is for informational purposes. 3 Page 997 of 1214 IOWA ECONOMIC DEVELOPMENT AUTHORITY 1963 Bell Avenue, Suite 200 1 Des Moines, Iowa 50315 USA I Phone: 515.348.6200 iowaeda.com REPORT IOWA ECONOMIC DEVELOPMENT AUTHORITY BOARD NOVEMBER 2025 From: Community Vitality Division InWA- Subject: Redevelopment Tax Credit Program — Brownfields/Grayfields FY 2026 Funding Recommendations conomic Development ACTION The Redevelopment Tax Credit Program provides financial assistance for the acquisition, remediation and redevelopment of eligible brownfield and grayfield sites. Eligible brownfield properties include abandoned, idled or underutilized industrial or commercial facilities where expansion or redevelopment is complicated by real or perceived environmental contamination. Eligible grayfield properties include abandoned public buildings, as well as industrial or commercial sites where existing infrastructure is limiting their potential for more efficient or beneficial use. Tax credits are available for up to 24% of a qualifying investment in a brownfield site and up to 12% for a qualifying investment in a grayfield site. The maximum award per project is $1.5 million. Recaptured credits may be reallocated in the next application round. The application round for the Redevelopment Tax Credit Program was open from July 1st to September 2nd, with a total of 51 applications submitted for consideration. This program has an annual allocation of $15,000,000, with an additional $4,115,000 available for reallocation from previous years, bringing the total available amount of credits to $19,115,000 for FY26. 25 projects are proposed to receive awards totaling the full available amount. The FY26 award recommendations are attached to this report. Proposed Motion: Approve FY26 Redevelopment Award Recommendations Submitted By: Eli Wilson Attachments: FY26 Redevelopment Award Recommendations Page 998 of 1214 Project Project Developer Allocated Tax Application Title Type Project City County Applicant Name Project Type: Project Description: Credit Amount 2nd and 2nd Building Grayfield Cedar Rapids Linn 2nd & 2nd, LC Steven Multi -family, Rehabilitation of office building into $230,000 (633131) Emerson Commercial mixed use building downtown. 30th & First Avenue Grayfield Council Bluffs Pottawattamie First Avenue Freeze Out, Lawrence Multi -family New construction 145 multifamily units $1,000,000 Redevelopment - Council LLC James on underutilized property. Bluffs (631745) 3350 University Ave (631202) Grayfield Waterloo Black Hawk 3350 University LLC Brent Multi -family Rehabilitation of abandoned motel, $500,000 Dahlstrom adding 58 multifamily units. ACT Lindquist Site Grayfield Iowa City Johnson JNB Iowa City, LLC James Commercial Demolishing former campus and $700,000 Redevelopment (625937) Bergman redeveloping area into commercial development. Agassiz Historic Lofts Grayfield Ottumwa Wapello CBC Financial Jim Danaher Multi -family Conversion of a historic primary school $1,000,000 (626276) Corporation into affordable apartment housing. Crescent Park Elementary Grayfield Sioux City Woodbury BNC, LLC Nathan Multi -family Rehabilitation of a vacant former $650,000 Apartments (626520) Connelly elementary school into 36 multifamily units. Dubuque 5th & Main Project Grayfield Dubuque Dubuque Dubuque 5th & Main, Randy Schmitt Multi -family, Multifamily infill project revitalizing $1,500,000 (631170) LLC Commercial parking lot into high density housing. Farley & Loetscher Grayfield Dubuque Iowa Farley & Loetscher LLC Brandon Multi -family Rehabilitation of historic mill working $1,250,000 Manufacturing (631596) Hoppman plant into multifamily complex comprising 100+ units. IOCO Building (632147) Brownfield Dubuque Dubuque Catfish LLC Andrew Commercial Rehabilitation of historic building into a $1,000,000 McCready riverfront destination. Iowa River Power (631273) Grayfield Coralville Johnson Old Gold & Black, LLC Mark Kaufman Commercial Renovation of power plant building into a $1,300,000 restored dining venue. Iowa Street Lofts (633375) Grayfield Dubuque Dubuque 1248 Iowa St LLC Aaron Rauen Multi -family, Renovation of underutilized historic $300,000 Commercial structure into 13 upper -story apartment units and commercial on ground floor. Joyce E Lillis School of Grayfield Des Moines Polk Mercy College of Health Adreain Henry Commercial Demolition of dilapidated building and $1,250,000 Nursing (632895) Sciences new construction of a nursing school. LTRI Ellis Pocket Park Grayfield Cedar Rapids Linn LTRI LLC Chad Pelley Multi -family New construction of 8 3-plex buildings on $415,000 (625893) underutilized site. Page 999 of 1214 Project Project Developer Application Title Type Project City County Applicant Name Project Type: Project Description: Allocated Amt. Northpark Row (633712) Grayfield Huxley Story Northpark Row, LLC Abbey Gilroy Multi -family Rehabilitate a vacant former senior living $1,250,000 center into multifamily development. Oskaloosa Multifamily, LLC Brownfield Oskaloosa Mahaska Oskaloosa Multifamily, Joe Multi -Family New construction of rental townhome (629116) LLC Pietruszynski community comprised of approximately 50 units. Start Right Here (SRH - Grayfield Des Moines Polk Starts Right Here Jack Hatch Multi -family Rehabilitation of underutilized building to STAY) (628129) provide studio apartments and class space for homeless youth. The Aston Apartments Grayfield Des Moines Polk HOA Aston LLC Jennifer Drake Multi -family, Mixed use infill development with ground (626492) Commercial floor commercial / upper story housing The Beacon Village (626608) Grayfield Des Moines Polk The Beacon Village LLC Amy Multi -family Adaptive reuse of dilapidated buildings Landrigan intended to house women in need. The Crescent Pointe of Grayfield Danville Des Moines The Crescent Group, Benjamin Multi -family Rehabilitation of former care center into Danville (630236) LLC Schroeder 12 multifamily units. The Oaks Hotel, Clear Lake Grayfield Clear Lake Cerro Gordo Oaks Hotel in Clear George Hotel New construction of hotel on Iowa (626467) Lake, LLC Janssen underutilized property in the Surf District. Treehouse Phase III- Grayfield Council Bluffs Pottawattamie 34th AND 1 st Kevin Multi -family New construction of 86 multifamily Grayfield Site (631483) HOLDINGS, LLC Knudson apartment units on underutilized site. Triangle Park Place (628752) Brownfield Cedar Rapids Linn OFB LLC Heidi Krohn Multi -family Infill redevelopment project of 7 new townhome units. University of Commerce Grayfield Des Moines Polk Brian Clark Brian Clark Multi -family, Rehabilitation of a historic mixed -use Historic Renovation (632551) Commercial building. Wilson House Apartments Grayfield Dubuque Dubuque Wilson House Apts, LLC Andrew Multi -family Renovation of a dilapidated historic (631031) McCready structure into five modern apartments. Winterset Rehab (631744) Grayfield Winterset Madison 1926, LLC Daniel Doyle Multi -family Renovation of a former senior living facility into multifamily building. $1,000,000 $350,000 $800,000 $400,000 $200,000 $1,300,000 $1,000,000 $500,000 $540,000 $80,000 $600,000 Page 1000 of 1214 THE CITY OF DUB E Masterpiece on the Mississippi August 11, 2025 Dubuque Economic Development Department kvlftyl 1300 Main Street All-AeeMINCO Dubuque, Iowa 52001-4763 ,11R�A, rnV:11-A au 1 I Office (563) 589-4393 I I� TTY (563) 690-6678 http://www.cityofdubuque.org 2007.2012-2013 2017*2019 Iowa Economic Development & Finance Authority 1963 Bell Avenue, Suite 200 Des Moines, IA 50315 RE: IEDA Redevelopment Tax Credit - Program Eligibility, 100 E. 1st Street (IOCO Building) as Brownfield Site IOCO Building in Dubuque, IA meets the criteria of a Brownfield Site as it is defined in Iowa Code Section 15.291 and Administrative Code 261.65.2. Per code definition, "Brownfield site" means an abandoned, idled, or underutilized industrial or commercial facility where expansion or redevelopment is complicated by real or perceived environmental contamination. The IOCO Building has been underutilized for many years and has been vacant for 18 months. An Asbestos Survey was completed in October of 2024 with sampling and analysis showing evidence of asbestos being present in 10 of the 47 samples. Asbestos Containing Material (ACM) included roofing tar, floor tile, adhesives, fittings and pipe insulation. The ACM to be remediated for the property to be redeveloped. A Lead -Based paint inspection was completed in October of 2024 with sampling and analysis showing evidence of Lead -Based paint (LBP) on 40 of 147 samples. These included elevator shaft walls, door components, window components, ceilings, doors, walls and columns. Per code definition, a brownfield site includes property contiguous with the property on which the individual or commercial facility is located. The IOCO Building contamination is contained to its property boundaries. Per code definition, a brownfield site does not include property which has been placed, or is proposed for placement, on the national priorities list established pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et Seq. IOCO Building has not been placed, or is proposed for placement, on this list. Page 1001 of 1214 The redevelopment of this property would create a catalyst type impact for the South Port area, which is poised to be the next, large-scale development in downtown Dubuque. The catalyst impact would increase development interest of all types for the surrounding properties and start a long-range goal of development matching what occurred on the north side of the Ice Harbor. The IOCO Building is one of two remaining historic buildings located within the South Port area. The proposed redevelopment of the building and property would be the first of its kind in this area and set an example of quality and impact a project can have for a community. The project will create a recreation/gathering place for the entire Dubuque area. It will also create a physical and visual connection to the Mississippi River, utilizing Dubuque's best and largest natural asset. Sincerely, Jill Connors, Economic Development Director Page 1002 of 1214 THE CITY OF DUB E Masterpiece on the Mississippi August 15, 2025 Dubuque Economic Development Department kvlftyl 1300 Main Street All-ANIICO Dubuque, Iowa 52001-4763 ,11R�A, rnV:11-A au 1 I Office (563) 589-4393 I I� TTY (563) 690-6678 http://www.cityofdubuque.org 2007.2012-2013 2017*2019 Iowa Economic Development & Finance Authority 1963 Bell Avenue, Suite 200 Des Moines, IA 50315 RE: IEDA Redevelopment Tax Credit — Program Eligibility of the 5th and Main Street Project as Grayfield Site The 5th & Main Street project in Dubuque, IA meets the criteria of a Grayfield Site as defined in Iowa Code Section 15.291 and Administrative Code 261.65.2. The proposed multi -family and retail development will bring significant economic, social, and environmental benefits to our community while transforming an underutilized property in the heart of our city. Located at the prominent intersection of 5th Street and Main Street in downtown Dubuque, the project will redevelop a surface parking lot site into a vibrant, mixed -use property that will provide quality housing options and new commercial opportunities. By revitalizing this location, the project aligns with the City's strategic goals of enhancing our urban core, expanding workforce housing, promoting walkable neighborhoods, and supporting local business growth. The City of Dubuque recognizes the importance of public -private partnerships in advancing redevelopment efforts and applauds the developer's commitment to sustainable design, adaptive reuse, and community engagement. The Grayfield Redevelopment Tax Credit will serve as a critical financing tool to make this project financially feasible and ensure the timely completion of a development that will serve the community for decades to come. We respectfully request your favorable consideration of this application. The City of Dubuque is committed to working collaboratively with the development team to ensure the success of the 5th & Main Project and to maximize its positive impact on our residents, downtown district, and regional economy. Sincerely, Page 1003 of 1214 Jill Connors, Economic Development Director Page 1004 of 1214 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND GRONEN DEVELOPMENT, INC. This Development Agreement (hereinafter, the "Agreement"), dated for reference purposes the i / day of n,rLh , 2025, is entered into by and between the City of Dubuque, Iowa, a municipality ("City"), acting under authorization of Iowa Code Chapter 403, as amended, and Gronen Development, Inc., an Iowa corporation ("Developer"). WHEREAS, City is the owner of the following real estate located in the City of Dubuque, County of Dubuque, State of Iowa, consisting of 0.67 acres, BLK 17 DUBUQUE DOWNTOWN PLAZA shown on Exhibit B-2 attached hereto (the "Property")-, and WHEREAS, Developer has requested that City sell to Developer the Property together with all easements, tenements, hereditaments and appurtenances belonging thereto (the "Property"), and City has agreed to sell the Property to Developer subject to and in accordance with the terms of this Agreement; and WHEREAS, Developer desires to construct a mixed -use building (the "Building"), consisting of a total of approximately eighty (80) apartment units and 8,000 square feet of commercial space, substantially as shown on the site plan set forth in Exhibit B-1 attached hereto (as may be amended as hereinafter provided in this Agreement, the "Site Plan"), on the Property; and WHEREAS, Developer and City agree that upon approval of the Plat (as defined in Section 4.8 of this Agreement), this Agreement will be amended to include the legal description of the Property; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District which has been so designated by City Council Resolution 123-67, as subsequently amended, as a slum and blighted area (the "Project Area") defined by Iowa Code Chapter 403 (the "Urban Renewal Law"); and WHEREAS, subject to the terms of this Agreement, Developer intends to undertake the development of the Building to be located on the Property; and WHEREAS, Developer will make a capital investment in building improvements, equipment, furniture and fixtures in the Property including, without limitation, any public or site related improvements specifically needed for the development (e.g. utility extensions to the Property) (the "Project"), as shown on the Site Plan, Exhibit B-1 attached 1 Page 1005 of 1214 hereto; 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 December 16, 2024, (the "Urban Renewal Plan"), City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. CONVEYANCE OF THE PROPERTY TO DEVELOPER. 1.1 Purchase Price. Subject to the terms and conditions herein, the purchase price for the Property (the "Property Purchase Price") shall be Four Hundred Ninety -Five Thousand One Hundred Dollars ($495,100) per acre for approximately 0.67 acres for a total Property Purchase Price of Three Hundred Thirty -One Thousand Seven Hundred Seventeen Dollars ($331,717). 1.2 Title to Be Delivered. At the Closing (as defined in Section 5 below), City agrees to convey good and marketable fee simple title in the Property to Developer subject only to easements, restrictions, conditions and covenants of record as of the date hereof to the extent not objected to by Developer as set forth in this Agreement, and subject to the conditions set forth in Section 4 of this Agreement. (1) City, at its sole cost and expense, shall deliver to Developer an abstract of title to the Property continued through a date within thirty (30) days of the Closing Date reflecting merchantable title in City in conformity with this Agreement, applicable state law and the Title Standards of the Iowa State Bar Association (the "Abstract"). (2) Developer shall have until the Closing Date to render objections to title and the Plat with respect to the Property being conveyed, including any easements or other encumbrances not satisfactory to Developer, in writing to City. City shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise Developer of intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing, or any extension thereof consented to by Developer, Developer may, at its sole discretion, either (1) terminate this Agreement without any liability on its part, or (2) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. City acknowledges that Developer needs to acquire the Property as described in Section 10 to meet construction and delivery deadlines, and City agrees to exercise its best reasonable efforts to facilitate completion of Pageg19682f)fl 848 City's duties under this Agreement in order to accommodate a Closing before such date. 1.3 Rights of Inspection, Testing and Review. Developer, and its consultant(s), shall have access to the Property and all parts thereof pursuant to the terms and conditions of the Site Access Agreement attached hereto as Exhibit H and incorporated herein by reference, and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. as it considers appropriate. (1) Environmental Investigation/Confidential Information. Developer shall have the right to inspect the Property prior to the Closing Date and to take whatever tests or perform such examination, as Developer shall deem appropriate, at its own risk and its sole cost and expense, to evaluate the environmental condition of the Property. Prior notice of such activity by Developer shall be provided to City (which such notice may be made by electronic mail), and written results of such activity shall be shared with City promptly after City's written request for such results. Developer shall not disclose the information from the investigation or the report of the investigation to any party prior to the Closing, other than City without the prior consent of City except as required by law or court order, and except that to the extent that such information is necessary to Developer's architects, engineers, surveyors, contractors, attorneys, investors, lenders, consultants and advisors, provided, however, such persons shall agree to keep such information confidential as provided in this Section. (2) Hazardous Substance Remediation. (a) Prior to the Closing, if Developer determines, upon receipt and consideration of any report of investigation of the Property that applicable law requires removal and/or remediation of Hazardous Substances on the Property prior to construction of any of the Minimum Improvements (as hereinafter defined), then Developer, at Developer's election, may retain, at its sole cost and expense, an environmental consultant to prepare a plan (the "Environmental Remediation Plan") for the removal and/or remediation of the identified Hazardous Substances to a level as may be required by law and/or to a level sufficient to allow construction of the Minimum Improvements. (b) Based on findings of any Phase I or Phase 2, Environmental Remediation Plan or other report or investigation, Developer, in its sole discretion, may elect to terminate this Agreement prior to Closing by giving written notice to City, without any further obligation on the part of Developer or City. (3) Definitions. For the purposes of this Agreement, the following definitions shall apply: 3 PageglO601fifl 848 (a) Environmental Law. Any and all federal, state and/or local laws, regulations and legal requirements pertaining to (i) the protection of health, safety and the indoor and outdoor environment, (ii) the conservation, management or use of natural resources and wildlife, (iii) the protection, access to or use of surface water and groundwater, (iv) the management, manufacture, possession, presence, use, generation, transportation, treatment) storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Substance or (v) pollution (including, without limitation, any Release to air, land, surface water and groundwater), and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C. 9601 et seg.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. 6901 et seg.; the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seg.; the Clean Air Act of 1966, as amended, 41 U.S.C. 7401 et seg.; the Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seg.; the Hazardous Substances Transportation Act, 49 U.S.C. App. 1801 et seg.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seg.; the Oil Pollution Act of 1990, 33 U.S.C. 2701 et seq.; the Emergency Planning and Community Right -to -Know Act of 1986, 42 U.S.C. 11001 et seg.; the National Environmental Policy Act of 1969, 42 U.S.C. 4321 et seg.; the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et seg.; Chapter 455B of the Iowa Code; any similar, implementing or successor law to any of the foregoing and any amendment, rule, regulation, order or directive issued thereunder. (b) Hazardous Substance or Hazardous Substances. Any hazardous or toxic substance, material or waste, which is or becomes regulated by any local government, the State of Iowa or the United States Government. It includes, without limitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 455B, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" shall not include any air emissions discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental agency. 0 PapegW884DU 848 (c) Release. Any spilling, migrating, seeping, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substance into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks and other receptacles containing or previously containing any Hazardous Substance and including without limitation the migration of any Hazardous Substance onto the Property from an adjacent property. SECTION 2. REPRESENTATIONS OF CITY. To induce Developer to enter into this Agreement and purchase the Property, City hereby represents and warrants to Developer, that: 2.1 There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer for Developer's intended use, including, but not limited to, any action in condemnation, eminent domain or public taking. 2.2 No ordinance or hearing is pending or, to the best of City's knowledge, contemplated before any local governmental body which 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. 2.3 All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. 2.4 City has good and marketable fee simple title interest to the Property. 2.5 There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice. 2.6 The Property will as of the date of the Closing Date be free and clear of all liens, security interests, and encumbrances and payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing 5 PagegWOMD fl 848 Date so that no lien for labor performed or materials furnished can be asserted against the Property. 2.7 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 including, without limitation, the execution and delivery of all documents contemplated under this Agreement. City's attorney shall issue a legal opinion to Developer at the time of the Closing confirming the representation contained herein, in form and substance attached hereto as Exhibit C. 2.8 Unless otherwise agreed to in writing by Developer and City, Developer shall be responsible for the cost to modify or relocate all city utilities deemed necessary for the development and use of the Property. Developer shall have the right to connect to said utilities, subject to City's connection fees. 2.9 As of the Closing Date the Property shall be free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property which shall in anyway be binding upon the Property or Developer. 2.10 City shall exercise its best efforts to cooperate with Developer in the development process. 2.11 City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. 2.12 The Property is properly zoned for the various uses described in this Agreement. 2.13 City makes no warranties or representations as to the condition of the Property other than those which are expressly stated in this Agreement. 2.14 City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property, and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same. 2.15 City represents and agrees that use of the Property as described in this Agreement is in full compliance with the Urban Renewal Plan. 2.16 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, A PagegMORAA 848 injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject. 2.17 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, and such representations and warranties shall survive the Closing. SECTION 3. REPRESENTATIONS OF DEVELOPER. The Developer makes the following representations and warranties: (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 this Agreement. (2) This Agreement has been duly At 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, containing the opinions set forth in the form attached hereto as Exhibit E which such opinions shall be subject to customary exceptions, exclusions and limitations. (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 certificate of limited liability company or the limited liability company agreement 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 to Developer's knowledge, 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. 7 PapegMONA 848 (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 for the Project. (7) Developer will obtain firm commitments for construction financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Project in accordance with the requirements of this Agreement and if obtained, shall provide evidence thereof to City prior to the Closing Date. SECTION 4. CONDITIONS TO CLOSING. The Closing and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date of the following conditions: 4.1 The representations and warranties made by City in Section 2 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, in the form of Exhibit D, to that effect. 4.2 Title to the Property shall be in the condition warranted in Section 2. 4.3 Developer shall have obtained at its sole expense any and all necessary governmental approvals, including without limitations building permits, approval of zoning, subdivision or platting which might be necessary or desirable in connection with the sale and transfer and development of the Property. Any conditions imposed as a part of the zoning, platting or subdivision must be satisfactory to Developer, in its sole opinion. City shall cooperate with Developer in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, provided that City shall bear no out- of-pocket expense in connection therewith. In connection therewith, City agrees (1) to review all of Developer's plans and specifications for the Project and to either reject or approve the same in a prompt and timely fashion, but in no event more than thirty (30) days; (2) to issue a written notification to Developer, promptly following City's approval of same, indicating that City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan (as defined in Section 10.2 of this Agreement) and/or that the appropriate waivers have been obtained, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that Developer and its lenders shall have the right to rely upon the same in proceeding with the Project; (3) to identify in writing as soon as practicable after submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Property by Developer, and the construction, use and occupancy of the Project with the intent and understanding that Developer and its lenders and attorneys will rely upon same in establishing their agreement and time frames for construction, use and occupancy, lending on the Project and issuing legal opinions in Pagegl96@%f)fl 848 connection therewith; and (4) to cooperate fully with Developer to facilitate the obtaining of such permits, approvals and consents. 4.4 As of the date of this Agreement, City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same. 4.5 Developer shall be in material compliance with all the terms and provisions of this Agreement. 4.6 Receipt of an opinion of counsel to Developer in the form attached hereto as Exhibit E, which such opinions shall be subject to customary exceptions, exclusions and limitations. 4.7 Developer and City shall have entered into a Minimum Assessment Agreement, in the form attached hereto as Exhibit I. 4.8 Developer shall have the right to terminate this Agreement, for any reason or for no reason, at any time prior to the Closing. Upon the giving of notice of termination by Developer to City to this Agreement, this Agreement shall be deemed null and void, and thereafter the parties shall be relieved of any and all further obligations hereunder other than those obligations which are specifically set forth hereunder to survive termination. 4.9 Developer shall have otherwise satisfied itself with all other aspects of proceeding with this transaction and the development of the Project as contemplated herein, including, without limitation in any way, the financial viability of developing the Project, the costs and expenses to be incurred in connection therewith, and all other aspects of the planning, designing, development, construction and completion of the Project, all as determined necessary or appropriate by Developer in its sole discretion. 4.10 City shall have terminated all parking leases or other rights of third parties for use or occupancy of the Property. SECTION 5. CLOSING. The Closing of the purchase and sale of the Property (the Closing) on the Closing Date which shall be on or before May 1, 2026 , ("Outside Closing Date"). The date on which the Closing occurs shall be defined in this Agreement as the "Closing Date". Developer shall give City written notice of intent to close at least forty-five (45) days prior to the Closing Date in order to allow the City sufficient time to terminate parking leases then in effect. SECTION 6 CITY'S OBLIGATIONS AT CLOSING. At or prior to the Closing Date, City shall: 7 Pagegl0609bf)fl 848 6.1 Deliver to Developer City's duly recordable Special Warranty Deed to the Property, in the form attached hereto as Exhibit F (the "Deed"), conveying to Developer marketable fee simple title to the Property necessary to construct the Project, and all rights appurtenant thereto, including appurtenant easements, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in this Agreement. 6.2 Deliver to Developer such other documents as may be required by this Agreement or as may be reasonably required by the Title Company, or as may be necessary to consummate the transactions contemplated by this Agreement, all in a form satisfactory to Developer. 6.3 Deliver to Developer a statement at the Closing that all representations and warranties in Section 2 are correct. SECTION 7. DELIVERY OF PURCHASE PRICE. Provided that Developer has not elected to terminate this Agreement, at the Closing, and subject to the terms, conditions, and provisions hereof and the performance by City of its obligations as set forth herein, including City's obligation to make the Development Incentive Grant in accordance with Section 11.1 hereof, Developer shall pay the Property Purchase Price to City pursuant to Section 1.1 hereof. SECTION 8. CLOSING COSTS. The following costs and expenses shall be paid in connection with the Closing: 8.1. City shall pay- (1) The transfer fee imposed on the conveyance, if any; (2) All special assessments whether levied, pending or assessed, if any; (3) City's attorneys' fees; (4) City's broker and/or real estate commissions and fees, if any; and (5) The cost of recording the satisfaction of any existing mortgage and any other document necessary to make title marketable. 8.2. Developer shall pay: (1) The documentary fee necessary to record the Deed; (2) Developer's attorneys' fees; and (3) Developer's broker and/or real estate commissions and fees, if any. 10 Pagegl064(bfifl 848 At Closing, City and Developer shall each execute and deliver into escrow a closing statement prepared by the Title Company in form and substance mutually acceptable to City and Developer. SECTION 9. REAL PROPERTY TAXES. From and after Closing, Developer shall pay or cause to be paid, when due, all real property taxes, assessments, fees and charges, including but not limited to water, sanitary and storm water fees, connection and tap fees, payable with respect to the Minimum Improvements and Property. SECTION 10. MINIMUM IMPROVEMENTS. 10.1 Minimum Improvements. Developer will make a capital investment of approximately Twenty -Four Million Dollars ($24,000,000.00) to improve the Property (the Minimum Improvements). The Minimum Improvements include creating 8,000 square feet of first -floor commercial space and at least eighty (80) rental residential units 10.2 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced on or before May 1, 2026, and shall be substantially completed by May 1, 2028. 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. 10.3 Plans for Construction of Minimum Improvements. Prior to the Closing Date and provided that Developer purchases the Property, Developer shall submit to City elevation drawings, site plan, building plans and specifications, and related documents with respect to the Minimum Improvements to be constructed by Developer on the Property (the "Construction Plans"). City shall promptly review all Construction Plans submitted and approve or disapprove such Construction Plans which approval shall not be unreasonably withheld, conditioned or delayed. The Construction Plans shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. Upon approval of the final site plan for the Minimum Improvements and other related Project improvements, this Agreement shall be amended to reflect the final approved site plan, which shall replace Exhibit B-1 attached hereto. 10.4 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") 11 PagegW65bf)fl 848 shall be in recordable form and shall be a conclusive determination of the satisfaction or waiver and termination of Developer's agreements, covenants, and obligations in this Agreement with respect to the obligations of Developer to construct the Minimum Improvements. The Certificate of Completion shall terminate all rights of revestment of title in City as provided in Section 15 and the Certificate of Completion shall so state. 10.5 Developer Lender's Cure Rights. The parties agree that if Developer shall fail to complete the Minimum Improvements as required by this Agreement such that revestment of title may occur (or such that City would have the option of exercising its revestment rights), then Developer or Developer's Lender (as defined in Section 15.1(4)), if any, shall have the right, but not the obligation, to complete such Minimum Improvements according to the terms and conditions in this Agreement. 10.6 Security Cameras. Developer shall install security cameras on the exterior of all newly constructed buildings on the Property and register said cameras with the "Secure Dubuque Personal Surveillance System" described at https://citVofdubugue.org/2980/Secure-Dubuque. 10.7 Parking. City and Developer shall, respectively, take the following actions regarding the development of parking associated with the Property: (1) City shall make available for lease to tenants of the Building up to sixty (60) parking spaces in the 51h Street Parking Ramp (located at 501 Iowa Street) or the Iowa Street Ramp at standard rates as determined by City. (2) On or prior to Closing, Developer shall locate and provide eight (8) additional parking spots not currently owned by City to be used to provide parking to residents of Ecumenical Towers and located within 300 feet of Ecumenical Towers (250 W 61h Street). The location and terms of the additional parking spaces shall be acceptable to both City and Developer in their respective sole discretion. If this contingency is not satisfied at or prior to Closing then either party can declare this agreement to be terminated and neither party shall have any further rights or obligations hereunder. 10.8 Loading Dock. City shall purchase a Loading Dock as described in Exhibit J for City's use. Developer shall pay to city one-half of the cost of the Loading Dock up to a maximum payment by Developer of $17,500.00, within thirty (30 days of presentment of a statement from City. The Loading Dock shall thereafter be owned, maintained and stored by City. SECTION 11. CITY PARTICIPATION. 11.1 Development Incentive Grant to Developer. For and in consideration of Developer's obligations hereunder to construct the Minimum Improvements, City agrees to make the Development Incentive Grant (defined below) to Developer on the Closing Date in the following amounts: 12 Pagegl9662fifl 848 The Development Incentive Grant for the Property (the "Grant") shall be the sum of Twenty Thousand Dollars ($20,000) for every new residential rental unit created in connection with the Project (which, as of the date hereof, is contemplated to include eighty (80) residential rental units) but not to exceed the Property Purchase Price ($331,717). The parties agree that the Grant shall be payable in the form of a credit favoring Developer at time of Closing with the effect of directly offsetting all the Property Purchase Price obligation of Developer. For any units not completed by the Completion Date, Developer shall pay to City $20,000 for each unit not completed, but not to exceed the Purchase Price. 11.2 Economic Development Grants. (1) Minimum Improvements. 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, so long as no Event of Default exists under this Agreement, to make thirty (30) consecutive semi-annual payments (such payments being referred to collectively as the "Economic Development Grants'', to the Developer on the following dates (subject to change based on the actual Completion Date): November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 November 1, 2031 May 1, 2032 November 1, 2032 May 1, 2033 November 1, 2033 May 1, 2034 November 1, 2034 May 1, 2035 November 1, 2035 May 1, 2036 November 1, 2036 May 1, 2037 November 1, 2037 May 1, 2038 November 1, 2038 May 1, 2039 November 1, 2039 May 1, 2040 November 1, 2040 May 1, 2041 November 1, 2041 May 1, 2042 November 1, 2042 May 1, 2043 pursuant to 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 Property, the Minimum Improvements constructed by Developer (the "Developer Tax Increments"). For purposes of calculating the amount of Economic Development Grants provided in this Section, the Developer Tax Increments shall be only those tax increment revenues collected by City in 13 PageglO671fifl 848 respect to the increase in the assessed value of the Property above the assessed value on January 1, 2025. City and Developer agree the Property was assessed on January 1, 2025 as follows: Parcel 1025212003: Three Hundred Thirty Thousand One Hundred Dollars ($330,100.00). The Developer Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter -approved physical plant and equipment levy and instructional support levy, and (iii) 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. (2) In the event that the Building is not completed and a Certificate of Occupancy is not issued until after December 1, 2027, then the above schedule shall be advanced by one year such that the first Economic Development Grant shall not be paid until November 1, 2029 and each grant thereafter shall be similarly advanced by one year. (3) To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2027 (or December 1, 2028 in the event the Certificate of Occupancy is not issued until after December 1, 2027) , its request for the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December 2027, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2028, and May 1, 2029). (4) The Economic Development Grants shall be payable from and secured solely and only by the Developer Tax Increments (which, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the "Gronen 5th Street 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 Gronen 51h Street TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 11.2(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 Gronen 5111 Street TIF Account (regardless of the amounts thereof) to the payment of the Economic 14 Pagegl9684Dfifl 848 Development Grants to Developer as and to the extent described in this Section 11.2(3). (5) City shall be free to use any and all tax increment revenues collected in respect to other properties within the Project Area, or any of the available Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 11.2(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. City shall also be free to use for any lawful purpose the actual tax increment revenues collected by the City and which funds are not required to be paid to Developer in respect of the Minimum Improvements. 11.4 The City will complete the parking and lighting improvements described in paragraph 10.7. 11.5 Non-appropriation/Limited Source of Funding. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any installment of the Economic Development Grant 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 under 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 as provided in this Section 11.5 City may exercise its right of non -appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non -appropriation shall be exercised only by resolution affirmatively declaring City's election to non -appropriate funds otherwise required to be paid to Developer in the next fiscal year under this Agreement. (1) In the event the City Council 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 Grant due and payable in that fiscal year, then: (i) City shall have no further obligation to Developer for the payment of all installments due in the next fiscal year which cannot be paid with the funds then appropriated for that purpose; and, (ii) Developer shall be released from all further obligations under this Agreement during that same fiscal year (2) Each installment of the Economic Development Grant shall be paid by City solely from funds appropriated for that purpose by the City Council from taxes levied on the Property that are allocated to the special fund pursuant to Iowa Code (2013) § 403.19(2). (3) The right of non -appropriation reserved to City in this Section 11.5 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 15 PagegW6Mbf)fl 848 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. To this end the provisions of this Agreement are severable. SECTION 12. COVENANTS OF DEVELOPER. 12.1 Operation of Property; Housing Vouchers. For and in consideration of the Grants offered under this Agreement, during the operation of the Property, including the Buildings, 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) that are otherwise qualified prospective tenants, as determined by Developer. Developer retains all rights to manage, direct or evict any tenants as provided under Iowa law. 12.2 Insurance Reouirements: 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 (and, from time to time at the request of City, furnish City with proof of insurance in the form of a certificate of insurance for each insurance policy): Builder's risk insurance, written on a completed value in an amount equal to one hundred percent (100%) of the replacement value of the Minimum Improvements, naming City as a named insured and lender loss payable. Coverage shall include the "special perils" form. The City of Dubuque, Owners, Contractors, Subcontractors, and Sub - Subcontractors shown as additional named insureds are only additional named insured with respect to their interest in the Covered Property at the premises shown in the declarations. (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 (and from time to time at the request of City shall furnish proof of insurance in the form of a certificate of insurance) property insurance against loss and/or damage to the Minimum Improvements under an insurance policy written in an amount not less than the full insurable replacement value of Minimum 16 Pagegt98ftfifl 848 Improvements naming City as lender loss payable. Coverage shall include the "special perils" form. (3) The term "replacement value" shall mean the actual replacement cost of 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) Contractor shall be responsible for deductibles and self -insured retention. (5) Developer agrees to notify City immediately in the case of damage exceeding One Hundred Thousand Dollars ($100,000.00) in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. The net proceeds of any such insurance (the 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. (6) This covenant shall survive the termination of this Agreement. 12.3 Non -Discrimination. In carrying out the project, Developer 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. 12.4 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 the 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. 17 PagegWS1 bf)fl 848 12.5 Non -transferability; Permitted Transfers. Until such time as the applicable Minimum Improvements are complete (as certified by City under Section 10.4), except as provided in this Section, this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party without the prior written consent of City, which consent shall not be unreasonably withheld; provided, that, Developer may without the City's consent, assign this Agreement to an affiliate of Developer under common ownership or control (provided such affiliate agrees to assume in writing the obligations of Developer hereunder); and provided further, that Developer may collaterally assign this Agreement to its mortgage lender as may be required to secure financing for the Minimum Improvements. For the avoidance of doubt, this Agreement and the incentives included within this Agreement may be transferred upon sale of the Property without the consent of City following completion of the Minimum Improvements as evidence by a Certificate of Completion. 12.6 Restrictions on Use. Developer agrees for itself, 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 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 described in this Agreement is in full compliance with the Urban Renewal Plan); and 12.7 Operation as Short -Term Rental. For and in consideration of the Grants offered under this Agreement, until the Termination Date, no more than ten percent (10%) of the Units shall be operated as short-term rentals. Short-term rental means a rental period of less than thirty (30) consecutive days. 12.8 Compliance with Laws. Subject to City's representations, warranties and covenants with respect to City's obligation to comply with laws, rules and regulations relating to the Property as set forth in this Agreement, Developer will comply with all laws, rules and regulations relating to the Property and the Minimum Improvements, other than laws, rules and regulations the failure to comply with which 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 13. COVENANTS OF DEVELOPER FOLLOWING CONSTRUCTION OF THE PROJECT. 13.1 Books and Records. During the term of this Agreement and from and after completion of the Minimum Improvements, 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 with respect to the Property and the Minimum Improvements 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. Notwithstanding anything contained herein to the contrary, City and its agents and employees shall not Pagegl08Vbfifl 848 disclose any information contained in such books of record and account to any party without the Developer's prior written consent except as required by law or court order, and except that to the extent that such information is necessary to City's consultants and advisors, provided, however, such persons shall agree to keep such information confidential, and Developer may require that the City enter into a confidentiality agreement in a form acceptable to Developer prior to granting City access to such books of record and account. 13.2 No Exemptions. During the term of this Agreement, and except as otherwise permitted by 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. Provided, however, in the event Developer does not receive the benefit of any City obligation set forth in Section 11 or 10.7, then Developer may apply for additional incentives or grants from City or third parties, as the case may be. 13.3 Repairs. (1) Developer shall at all times at Developer's own costs and expense, keep the Property and the improvements thereon, and all sidewalks, curbs, and all appurtenances to the Property, in good order, condition and repair, casualties and ordinary wear and tear excepted. Developer shall keep the Property in such condition as may be required by law and by the terms of the insurance policies furnished pursuant to the Agreement, whether or not such repair shall be interior or exterior, and whether or not such repair shall be of a structural nature. (2) City shall have no obligation to Developer for any maintenance expense of any kind including legal fees on the Property, including but not limited to, private roads, parking areas, utility connections or buildings. (3) This Section 13.4 shall survive the termination of this Agreement. SECTION 14. EVENTS OF DEFAULT. 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: 14.1 Failure by Developer to pay or cause to be paid, before thirty days after such payments are due, all real property taxes assessed with respect to the applicable Minimum Improvements and Property, subject to Developer's right to contest such real property taxes in good faith in accordance with applicable law; 14.2 Failure by Developer to cause the construction of the applicable Minimum Improvements (or applicable phases of Minimum Improvements) to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement, subject to 19 Pagegl0839bfifl 848 extension for delays caused by Force Majeure Events (as defined in Section 18.4 hereof); 14.3 Subject to Section 12.5, transfer of any interest by Developer of the Property or this Agreement in violation of this Agreement prior to the issuance of the final Certificate of Completion for any applicable phase; or 14.4 Failure by Developer to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. SECTION 15. REMEDIES ON DEFAULT BY DEVELOPER. 15.1 Whenever any Event of Default referred to in Section 14 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 written notice, or if the Event of Default cannot be cured within sixty (60) days and Developer or if applicable, the mortgagee, 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, that Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing, City may cancel and terminate this Agreement; (3) City may withhold the Certificate of Completion; and (4) In the event that subsequent to conveyance of the Property to Developer by City and prior to receipt by Developer of the Certificate of Completion, but subject to the terms of the mortgage(s) granted by Developer to secure a loan(s) obtained by Developer from a commercial lender or other financial institution ("Developer's Lender(s)") to fund the acquisition of the Property or construction of the applicable Minimum Improvements and other Project related improvements (the "Mortgage Financing") an Event of Default under Section 14.2 of this Agreement occurs and is not cured within the times specified in Section 15, then City shall have the right to re-enter and take possession of the Property and any portion of the applicable Minimum Improvements thereon and to terminate (and revest in City pursuant to the provisions of this Section 15 subject only to any rights in any holder of mortgages on the Property in connection with the Mortgage Financing ("Mortgage Holder") the estate conveyed by City to Developer. The intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to Developer shall be made upon the condition that, in the event of default under Section 14.2, prior to the receipt of the Certificate of Completion, on the part of Developer and failure on the part of Developer to cure such default within the 20 Pagegl0840bfifl 848 period and in the manner stated herein, City may declare a termination in favor of City of the title and of all Developer' rights and interests in and to the Property conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interests of Developer, and any assigns or successors in interest to and in Property, shall revert to City (subject to the provisions of this Section 15 of this Agreement), but only if the events stated in Section 14.2 of this Agreement, which occurs prior to the receipt of the Certificate of Completion, have not been cured within the time period provided above, or, if the events cannot be cured within such time periods, Developer does not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's Lender(s), in form and substance acceptable to Developer's Lender(s) subordinating the City's rights under this Section 15.1(4), and any other option or purchase rights with respect to the Property granted to the City under this Agreement, including the option granted under Section 12.2, to the rights of the Developer's Lender(s) in connection with the Mortgage Financing (the "Subordination Agreement"). At Closing, the City, at the City's election, may execute and record a memorandum of the City's right of revestment hereunder, provided such memorandum is in form and substance reasonably acceptable to Developer and Developer's Lenders, and such memorandum references the Subordination Agreement and City's subordination of such revestment right to the rights of Developer's Lenders. (5) Upon the revesting in City of title to the Property as provided in Section 15.1(4) of this Agreement, City may resell the Property, and if it elects to do so, it shall, pursuant to its responsibility under law, use its best efforts, subject to any rights or interests in such property or resale granted to any Mortgage Holder, to resell the Property or part thereof as soon and in such manner as City shall find feasible and consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party or parties (as determined by City in its sole discretion) who will assume the obligation of making or completing the applicable Minimum Improvements or such other improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such Property or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such property or proceeds granted to Developer's Lender upon such resale of Property the proceeds thereof shall be applied: (a) First, to pay and discharge the Mortgage Financing debt; (b) Second, to pay the principal and interest on mortgage(s) created on the Property, or any portion thereof, or any improvements thereon, in connection with the Mortgage Financing. If more than one mortgage on the Property, or any portion thereof, or any improvements thereon, exists in connection with the Mortgage Financing and insufficient proceeds of the resale exist to pay the principal of, and interest on, each such mortgage in full, then such proceeds of the resale as are available shall be used to pay 21 PagegtOgg bf)fl 848 the principal of and interest on each such mortgage in their order of priority, or by mutual agreement of all contending parties including Developer, or by operation of law; (c) Third, to reimburse City for all allocable third party costs and expenses incurred by City, in connection with the recapture, management and resale of the Property or part thereof (but less any income derived by City from the Property or part thereof in connection with such management); any payments made or necessary to be made to discharge any encumbrances or liens (except for mortgage(s) granted by Developer in connection with the Mortgage Financing) existing on the Property or part thereof at the time of revesting of title thereto in City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, default or acts of Developer, its successors or transferees (except with respect to such mortgage(s)), any expenditures made or obligations incurred with respect to the making or completion of applicable Minimum Improvements or any part by City on Property or part thereof, and any amounts otherwise owing to City (including water and sewer charges) by Developer and its successors or transferees; and (d) Fourth, to reimburse Developer up to the amount equal to (1) the sum of the Property Purchase Price paid to City for the Property and the cash actually invested by Developer in making any of the applicable Minimum Improvements on Property, less (2) any sums previously received by Developer with respect to the Property Purchase Price or sums expended with respect to the Minimum Improvements. (6) Upon revesting in the City to the Property as provided in Section 15.1(4) of this Agreement, if the City does not resell the Property within one year of the date of such revesting, the City shall reimburse Developer up to the amount equal to (1) the sum of the Property Purchase Price paid to City for the Property and the cash actually invested by Developer in making any of the applicable Minimum Improvements on Property and such other costs invested by Developer in connection with the Project and the transactions contemplated hereunder, less (2) any sums previously received by Developer with respect to the Property Purchase Price. Notwithstanding anything contained in this Agreement to the contrary, if the City does not exercise its right hereunder to have the Property revested in the City upon written notice to Developer within thirty (30) days of Developer's Event of Default under Section 14.2 of this Agreement, then such revesting right in favor of the City shall automatically terminate and be deemed null and void and of no further force and effect. SECTION 16. REMEDIES ON DEFAULT BY CITY. If City defaults in the performance of this Agreement or any of its representations and warranties contained herein or 22 Pagegl91382f)fl 848 otherwise fails to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, Developer may take any action, including legal, equitable or administrative action which 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 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. Additionally, City will reimburse Developer all costs and expenses incurred by Developer, including, but not limited to salaries of personnel and reasonable attorney fees and expenses, incurred as a result of City's default(s) in the performance of this Agreement or any of City's representations and warranties contained herein. SECTION 17. REMEDIES GENERALLY. 17.1 A non -defaulting party 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. 17.2 No remedy herein conferred upon or reserved to a party 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. 17.3 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. 17.4 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 which may be awarded. SECTION 18. GENERAL TERMS AND CONDITIONS. 18.1 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: 23 Pagegl0821fifl 848 If to Developer: With a copy to: Drake Law Firm, P.C. D. Flint Drake 300 Main Street, Suite 323 Dubuque, IA 52001 If to City: City Manager City Hall 50 W. 13th Street Dubuque, IA 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With a 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 18.1. 18.2 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. 18.3 Termination Date. Unless terminated sooner under the terms of this Agreement, this Agreement and the rights and obligations of the parties hereunder shall terminate on June 1, 2043 unless the Economic Development Grants are delayed due to the completion date of construction as provided in Section 10.2, in which case this Agreement will terminate June 1, 2044 (the "Termination Date"), unless otherwise extended as provided herein. 18.4 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 24 PapegW884DU 848 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. 18.5 Applicable Law; Severability. This Agreement shall be subject to, construed and enforced in accordance with the laws of the state of Iowa. If any provision of this Agreement is held invalid under applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and to this end, the provisions hereof are severable. 18.6 Interpretation; Headings. Words and phrases herein shall be interpreted and understood according to the context in which they are used. The headings of the articles, sections, paragraphs and subdivisions of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or expand or otherwise affect any of the terms hereof. 18.7 Entire Agreement; Counterparts; Remedies Cumulative. This Agreement, including any Exhibits, all of which are incorporated by this reference, and the documents executed and delivered pursuant hereto, constitute the entire agreement between the parties, and may be amended only by a writing signed by each party. All agreements, instruments and documents referred to in this Agreement are by this reference made a part of this Agreement for all purposes. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. The parties shall have, in addition to the rights and remedies provided by this Agreement, all those allowed by all applicable laws, all of which shall be in extension of and not in limitation of those provided hereunder. 18.8 Waivers. Prior to issuance of the Certificate of Completion, no waiver by either party of any breach of this Agreement, or of any warranty or representation hereunder, shall be deemed to be a waiver by the same party of any other breach of any kind or nature (whether preceding or succeeding the breach in question, and whether or not of the same or similar nature). (1) No acceptance by a party of payment or performance after any such breach shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder, whether or not the party knows of the breach when it accepts such payment or performance. (2) No failure by a party to exercise any right it may have under this Agreement or under law upon another party's default, and no delay in the exercise of that right, shall prevent it from exercising the right whenever the other party continues to be in default. No such failure or delay shall operate as a waiver of any default or as a modification of the provisions of this Agreement. 25 PagegWOMD fl 848 18.9 Construction Against Drafter. It is acknowledged that each of the parties have had substantial input individually, and by their attorneys, into the drafting of this agreement. It is therefore agreed that the Agreement shall not be construed for or against either of the parties based upon the identity of the drafter of the final Agreement. 18.10 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. 18.11 Memorandum of Agreement. The parties acknowledge that this Agreement will not be recorded of record. However, the City shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit G in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. 18.12 No Personal Liability. Notwithstanding anything herein, no member, shareholder, director, partner, manager, officer or employee of Developer shall have any personal liability under this Agreement, whether to City or otherwise, including, without limitation, as a result of a default or breach by Developer, or for any amount which becomes owing hereunder by Developer, or any obligation not performed by Developer. 18.13 Estoppel Certificates; Financing. City, at any time and from time to time, upon not less than ten (10) days' notice from Developer, shall execute, acknowledge and deliver to Developer (or any party upon Developer's request, including any lender or prospective lender of Developer), a statement in writing: (a) certifying that this Agreement is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Agreement, as so modified, is in full force and effect); and (b) acknowledging that there are not, to City's knowledge (as applicable), any uncured defaults on the part of Developer hereunder, or specifying such defaults if they are claimed. Any such statement may be relied upon by any existing or prospective lender, title insurer, purchaser, assignee, or other third party. City further agrees to provide such other reasonable assurances as may be necessary or required by a lender to facilitate the financing of any aspect of the Project, including the individual financing of only a portion of the Project or Property. [Signatures appear on following page.] 26 Pageg1989Cvfifl 848 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 By: Bract M. Cavan ayo Attest: �1 Adrienne N. Breitfelder GRONEN DEVELOPMENT, INC By: Mary Gr President Page 1031 of 1214 LIST OF EXHIBITS EXHIBIT A Urban Renewal Plan EXHIBIT B-1 Site Plan EXHIBIT B-2 The Property EXHIBIT C City Attorney Certificate EXHIBIT D City Certificate EXHIBIT E Opinion of Counsel to Developer EXHIBIT F Warranty Deed EXHIBIT G Memorandum of Development Agreement EXHIBIT H Site Access Agreement EXHIBIT I Minimum Assessment Agreement EXHIBIT J Loading Dock PagegW82%fifl 848 EXHIBIT A URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13t' Street, Dubuque, IA 52001) 29 PagegW889bf)fl 848 EXHIBIT B-1 PROPOSED SITE PLAN 30 Pagegl984(bf)fl 844 W 5TH ST KILBOURNE P4tVATl• (ONSSOSNTlAL I SOQ 06CYSS-ON 0YSSOfSS ONLY EXHIBIT B-2 THE PROPERTY 32 PagegW662)f)fl 848 33 Pagegl9831fifl 848 EXHIBIT C CITY ATTORNEY'S CERTIFICATE 34 PagegW884DU 848 Dubuque Barry A. Lindahl, Esq. THE CITY OF Senior Counsel Suite 330, harbor View Place IFheloq► DUB 300 Main Street E Dubuque, Iowa 52001-6944 (563) 5834113 office (563) 583-1040 fax 200 ml2 Masterpiece on the Mississippi 2013.20,7 balesq@cityofdubuque.org (DATE) RE: Dear I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Purchase Agreement and Development Agreement ("Agreement") between (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 the Agreement and has full power and authority to execute, deliver and perform its obligations under the Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of 20 , are correct. BAL:tIs 35 Very sincerely, Barry A. Lindahl, Esq. Senior Counsel PagegW89�bfifl 848 IWI:II:ili�7 CITY'S CERTIFICATE MET PagegtO4BR)fifl 848 THE CF D�Uj_B E Masterpiece on the Mississippi Dear Dubuque City Manager's Office City Hall w50 West 131" Street Dubuque, Iowa 52001-4864 I I I I ( (563) 589-4110 office (563)589-4149fax 2007.2012 ctymgr@cityofdubuque.org 2013.2017 (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 Purchase Agreement and Development Agreement (Agreement) between (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) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking; (2) No ordinance or hearing is pending or, to the best of City's knowledge, contemplated before any local governmental body which 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. (3) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer; (4). City has good and marketable fee simple title interest to the Property; (5) There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have 37 PagegW63bf)fl 848 not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice; (6) The Property will as of the date of the Closing Date be free and clear of all liens, security interests, and encumbrances and payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property; (7) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of the Agreement, and that it has full power and authority to execute, deliver and perform its obligations under the Agreement. City's attorney shall issue a legal opinion to Developer at the time of each Closing confirming the representation contained herein, in form and substance attached hereto as Exhibit C; (8) All City utilities necessary for the development and use of the Property adjoin the Property, and Developer shall have the right to tie into and use said utilities upon payment to City of the required connection and tap fees and all other applicable fees; provided, however, that the cost of any utility relocation shall be at the sole cost of Developer; (9) The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property which shall in anyway be binding upon the Property or Developer; (10) City shall exercise its best efforts to cooperate with Developer in the development process; (11) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion; (12) With respect to the period during which City has owned or occupied the Property, and to the best of City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property other than as described in the environmental reports that City has provided to Developer, which materials, if known to be present, would require cleanup, removal or some other remedial action under Environmental Laws; (13) There are no fees or other charges payable by Developer for the construction of any City utilities serving the Property other than the fees for connecting to and installing meters and tap fees with regard to such utilities and PagegW622 b fl 848 all city utilities necessary for the development and use of the Property as a mixed - use facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees; (14) The Property is properly zoned for the various uses described in the Agreement. (15) City makes no warranties or representations as to the condition of the Property other than those which are expressly stated in the Agreement; (16) City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same; (17) City represents and agrees that, use of the Property as a mixed -use building as described in the Agreement is in full compliance with the Urban Renewal Plan; (18) The Property has a permanent right of ingress and egress to a public roadway for the use and enjoyment of the Property from Main Street; (19) The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated by the Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of the Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject; and (20) The representations and warranties of the City contained in the Agreement 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, and such representations and warranties shall survive the Closing. MCVM:jh 39 Sincerely, Michael C. Van Milligen City Manager PagegW439bf)fl 848 EXHIBIT E OPINION OF COUNSEL TO DEVELOPER .N Pagegl9440bfifl 848 Mayor and City Councilmembers City Hall 13'h and Central Avenue Dubuque IA 52001 Re: Purchase Agreement and Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for (Developer) in connection with the execution and delivery of a certain Purchase Agreement and Development Agreement (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 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, and subject to such qualifications and limitations as hereinafter provided, we are of the opinion that: 1. Developer is a limited liability company organized and existing under the laws of the State of Iowa and has full power and authority to execute, deliver and perform in full the Agreement. The 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 Agreement and the consummation of the transactions thereunder, will not result in violation of (i) any provision of, or in default under, the certificate of limited liability company or limited liability company agreement of Developer, or (ii) (A) to our knowledge, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, restriction or order, or (B) any statute, rule, or regulation, to which Developer is a party or by which Developer's property is bound or subject and which is set forth on Schedule A hereto. 3. We are not representing Developer in connection with any action, suit or proceeding pending or overtly threatened against Developer before any court, arbitrator or governmental agency that questions the validity of the Agreement. With regard to this opinion, we have checked the records of this firm to ascertain that we are not representing Developer with respect to the foregoing. We have made no further investigation. 41 Pagegl945 bf)fl 848 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. Very truly yours, W Pagegl9442)fifl 848 EXHIBIT F SPECIAL WARRANTY DEED 43 PageglO44i3)fifl 848 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 Tax Statement to: SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa ("Grantor"), in consideration of the Grantee named below undertaking the obligations of the Developer under the Agreement (as hereinafter defined) described below and the sum of and no/100 Dollars ($ ) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto ("Grantee"), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the "Property"): This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). This Deed is given pursuant to the authority of Resolution No. of the City Council of the City of Dubuque adopted the day of 20, the terms and conditions thereof, if any, having been fulfilled. This Deed is being delivered in fulfillment of Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Purchase Agreement and Development Agreement executed by Grantor and Grantee herein, dated the day of , 20_ (the "Agreement"), a memorandum of which was recorded on the day of , 20, in the records of the Recorder of Dubuque County, Iowa, Instrument Number - None of the provisions of the Agreement shall be deemed merged in, affected or impaired by this Deed. Grantor hereby covenants to warrant and defend the said premises against the lawful claims of all persons whomsoever claiming by, through and under it. Pagegl0434bfifl 848 Dated this of , 20 at Dubuque, Iowa. CITY OF DUBUQUE IOWA Brad M. Cavanagh, Mayor Attest: Adrienne N. Breitfelder, City Clerk STATE OF IOWA ) SS COUNTY OF DUBUQUE ) On this day of , 20_, before me a Notary Public in and for said County, personally appeared Brad M. Cavanagh and Adrienne N. Breitfelder to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for Dubuque County, Iowa 45 PagegW4Mbf)fl 848 EXHIBIT G MEMORANDUM OF AGREEMENT Pagegl96®Cvfifl 848 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 AGREEMENT A Development Agreement (the "Agreement") by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and , an Iowa limited liability company, was made regarding the following described premises: The 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 Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Agreement itself, executed by the parties, the terms and provisions of the Agreement shall prevail. A complete counterpart of the Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 20 CITY OF DUBUQUE, IOWA Barry A. Lindahl, Esq., Senior Counsel STATE OF IOWA 47 Pageg1964bf)fl 848 SS: DUBUQUE COUNTY 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, 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 the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa Pagegl962%fifl 848 EXHIBIT H SITE ACCESS AGREEMENT We Pagegt0639ofifl 848 SITE ACCESS AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND GRONEN DEVELOPMENT, INC. This Agreement (the "Agreement") is made and entered into this day of 2023, by and between the City of Dubuque, Iowa, an Iowa municipal corporation ("City"), and Gronen Development, Inc. , an Iowa limited liability company ("Developer"). WHEREAS, City is the owner of the real estate shown on Exhibit B-1 (the "Site"), attached hereto, which is being considered as a Development Project by City and Developer; and WHEREAS, Developer desires access to the Site prior or as part of a Development Agreement for purposes of surveying, environmental studies, soils reports, engineering studies and other site analysis; and WHEREAS, the City desires to allow Developer access to the Site for such purposes prior to the closing, subject to the conditions set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. ACCESS TO SITE. Subject to the conditions herein, the City hereby grants to Developer and its consultant(s) full and continuing access to the Site and all parts thereof, upon reasonable notice to City, and at Developer's sole expense, for surveying, environmental studies, soils reports, engineering studies and other site analysis. Prior to access to the Site, Developer shall obtain approval from the City of the following (which such approval shall not be unreasonably withheld, conditioned or delayed): consultant(s), scope of work to be conducted on the Site, and schedule for the work to be done on the Site. SECTION 2. RESTORATION OF SITE. Developer agrees to timely pay and discharge all claims of any kind by its consultants, contractors, subcontractors and suppliers with respect to any work performed at the Site, including but not limited to claims for labor or material furnished in connection therewith, and to defend, indemnify and hold harmless City from and against any and all such claims. In the event that Development Agreement is not approved by City and Developer by , 20_, or, if the Development Agreement is approved but the Site acquisition set forth in the Development Agreement does not close for any reason by , 20_, Developer shall, at Developer's sole expense by not later than 20_, restore the Site to substantially the same condition as existed on the date of this Agreement, and upon such restoration to City's reasonable satisfaction, this Agreement shall then terminate. 50 Pagegl965(bf)fl 848 SECTION 3. CONDITION OF THE SITE. City makes no warranty or representation as to the condition of the Site unless expressly stated in the Development Agreement. Developer acknowledges that any work performed by Developer and/or its consultant(s) at the Site is at their sole risk. Developer shall insure that all work at the Site is done in accordance with all applicable laws and permits (if required) and in a good worker -like manner. Developer and its consultants shall daily leave the Site in a condition no less safe than before the work was conducted. Developer and its consultant(s) are solely responsible for obtaining any and all permits required for the work to be conducted at the Site. No hazardous chemicals and wastes may be stored or disposed of on the Site in violation of any laws, and all such materials must be used only as allowed by law. Developer shall be responsible for identifying any and all utilities serving the Site prior to conducting invasive work on the Site. SECTION 4. SHARING OF INFORMATION. Developer shall provide City with copies of any and all reports and documents resulting from the work conducted at the Site upon the request of the City. Developer and/or its consultant(s) shall notify the City immediately upon discovery of any hazardous or unsafe condition at the Site. SECTION 5. INDEMNIFICATION. Developer shall defend, indemnify and hold harmless City, its officers, agents and employees (the "City Indemnified Parties") from and against any claim and cost of any kind, including without limitation, reasonable attorneys' fees and consulting fees, arising out any work at the Site by or on behalf of Developer and its consultants. This obligation shall survive the termination of this Agreement. Notwithstanding the foregoing, Developer shall not be obligated to indemnify or to hold harmless City Indemnified Parties from any damages, claims or liabilities caused by (a) the negligence or willful misconduct of the City Indemnified Parties or their respective agents, employees, contractors, officers, consultants or other representatives, and/or (b) the discovery of or existence of any pre-existing condition at the Site (including, without limitation, any pre-existing environmental contamination). SECTION 6. INSURANCE. Developer shall provide insurance as set forth in the attached Insurance Schedule. CITY OF DUBUQUE, IOWA By Michael Van Milligen City Manager 51 PagegW65bf)fl 848 INSURANCE SCHEDULE A 52 PagegW662)f)fl 848 INSURANCE SCHEDULE A Lessee 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. Lease 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 written mutual agreement attached hereto. 2 Pagegt 9651fifl 848 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 1) 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. 2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit." 3) Include endorsement indicating that coverage is primary and non-contributory. 4) Include Preservation of Governmental Immunities Endorsement (Sample attached). 5) 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. 6) Policy shall include Waiver of Right to Recover from Others Endorsement. 7) 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 13'^ 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 3 PagegW684Dfifl 848 Coverage form on file with the Iowa Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached. C) 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 $2,000,000 Policy Aggregate $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. D) PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT Yes _X_ No Amount Include the City of Dubuque as Lender Loss Payable. E) RIGHT-OF-WAY WORK ONLY: UMBRELLA/EXCESS $1,000,000 _X_ Yes No 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 _X_ No If Required Coverage 0 PagegW695i�fifl 848 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 5 PagegW16ftfA 848 EXHIBIT I MINIMUM ASSESSMENT AGREEMENT PagegW65bf)fl 848 Prepared by: Bart' 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 MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT ("Minimum Assessment Agreement" or "Assessment Agreement") is dated as of 20_, by and between the City of Dubuque, Iowa (the "City"), an Iowa municipal corporation, acting under the authorization of Chapter 403 of the Code of Iowa, 2023, as amended, and , a(n) having an office for the transaction of business at ("Developer"). RECITALS WHEREAS, the City and Developer have entered into a Development Agreement dated as of , 2025 ("Agreement' or "Development Agreement") regarding certain real property to be located in the City, which is legally described as follows: BLK 17 DUBUQUE DOWNTOWN PLAZA (the "Development Property"); WHEREAS, the defined terms in the Development Agreement will also apply to this Minimum Assessment Agreement; and WHEREAS, it is contemplated that Minimum Improvements (as described in the Development Agreement) would be constructed on the Development Property, as provided in the Development Agreement; and WHEREAS, pursuant to Section 403.6(19) of the Code of Iowa, as amended, the City and Developer desire to establish a Minimum Actual Value for the Development Property following completion of the Minimum Improvements pursuant to the Development Agreement; and WHEREAS, the City and the Dubuque County Assessor have reviewed the preliminary plans and specifications for the Minimum Improvements that are contemplated to be constructed. NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 7 PagegW69%t)fl 848 1. Upon substantial completion of construction of the Minimum Improvements, but in no event later than January 1, 20 , the Minimum Actual Value fixed for assessment purposes for the Minimum Improvements and the Development Property (building and land value) in the aggregate shall be not less than Twenty -One Million Five Hundred Thousand Dollars ($21,500,000), before rollback. Until the completion of the construction of the Minimum Improvements the assessment shall remain at the value as of the date of this agreement. The Minimum Actual Value shall terminate and be of no further force or effect as of the Termination Date of this Agreement ("Assessment Termination Date"). Upon the Assessment Termination Date, this Minimum Assessment Agreement shall no longer control the assessment of the Development Property. 2. 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 Development Property and the Minimum Improvements pursuant to the provisions of this Minimum Assessment Agreement and the Development Agreement. Such tax payments shall be made without regard to any failure to complete the Minimum Improvements; loss, complete or partial, to the Development Property; any interruption in, or discontinuance of, the use, occupancy, ownership or operation of the Minimum Improvements by Developer; or any other matter or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Development Property or the Minimum Improvements. 3. Developer agrees that its obligations to make the tax payments required hereby, to pay the other sums provided for herein, and to perform and observe its other agreements contained in this Minimum Assessment Agreement shall be absolute and unconditional obligations of Developer (not limited to the statutory remedies for unpaid taxes) and that Developer shall not be entitled to any diminution thereof, or set off therefrom, nor to any early termination of this Minimum Assessment Agreement for any reason. 4. Developer agrees that, prior to the termination of this Assessment Agreement, it will not: (a) seek administrative review or judicial review of the applicability or constitutionality of any Iowa tax statute relating to the taxation of the Development Property determined by any tax official to be applicable to the Development Property, or raise the inapplicability or constitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (b) seek any tax deferral or abatement, either presently or prospectively authorized under Iowa Code Chapter 403 or 404, or any other local, City, or State law or regulation, of the taxation of the Development Property; or (c) request the Assessor to reduce the Minimum Actual Value for the Development Property; or 0 PagegW639bt)fl 848 (d) appeal to the board of review of the County, State, District Court, or to the Director of Revenue of the State to reduce the Minimum Actual Value for the Development Property; or (e) cause a reduction in the actual value or the Minimum Actual Value for the Development Property through any other proceedings. 5. This Minimum Assessment Agreement shall be promptly recorded by the City with the Recorder of Dubuque County, Iowa. Such filing shall constitute notice to any subsequent encumbrancer of the Development Property (or part thereof), whether voluntary or involuntary, and this Minimum Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent encumbrancer, including the holder of any mortgage. The City shall pay all costs of recording. 6. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, or shall be construed as, modifying the terms of the Development Agreement. 7. This Minimum Assessment Agreement shall not be assignable without the written consent of the City and shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 8. Nothing herein shall be deemed to waive the rights of Developer under Iowa Code Section 403.6(19) to contest that portion of any actual value assignment made by the Assessor in excess of the Minimum Actual Value established herein. In no event, however, shall Developer seek to reduce the actual value to an amount below the Minimum Actual Values established herein during the term of this Agreement. This Minimum Assessment Agreement may be amended or modified and any of its terms, covenants, representations, warranties or conditions waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. 9. If any term, condition or provision of this Minimum Assessment Agreement is for any reason held to be illegal, invalid or inoperable, such illegality, invalidity or inoperability shall not affect the remainder hereof, which shall at the time be construed and enforced as if such illegal or invalid or inoperable portion were not contained herein. 10. The Minimum Actual Value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate pursuant to the Assessment Termination Date set forth in Section 1 above. [Remainder of this page intentionally left blank; signature pages follow] WC Pagegl96ftf)fl 848 CITY OF DUBUQUE IOWA By: Brad M. Cavanagh, Mayor Attest: By: Adrienne N. Breitfelder, City Clerk STATE OF IOWA SS COUNTY OF DUBUQUE On this day of , 20_, before me a Notary Public in and for said County, personally appeared Brad M. Cavanagh and Adrienne N. Breitfelder to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for Dubuque County, Iowa 4811-6768-1178.10 Pa@egW66 bf)fl 848 GRONEN DEVELOPMENT, INC By: Its: Attest: STATE OF IOWA ) SS COUNTY OF DUBUQUE ) On this day of , 20_, before me a Notary Public in and for said County, personally appeared and , known to me to be the persons) whose name(s) is/are executed the same for the purposes therein contained. Notary Public in and for Dubuque County, Iowa PagegW662)t)fl 848 CERTIFICATION OF ASSESSOR The undersigned, having reviewed the plans and specifications for the Minimum Improvements to be constructed, and being of the opinion that the minimum market value contained in the foregoing Minimum Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the Minimum Improvements on the Development Property described in the foregoing Minimum Assessment Agreement, certifies that the actual value assigned to the Minimum Improvements and the Development Property (land and building value) in the aggregate upon substantial completion of construction of the Minimum Improvements, but in no event later than January 1, 20 , shall be not less than Twenty -Two Million Five Hundred Thirty -Four Thousand Dollars ($22,534,000), before rollback Assessor for County, Iowa Date STATE OF IOWA ) ) SS COUNTY OF ) Subscribed and sworn to before me by , Assessor for the County of , Iowa on this day of , 20 Notary Public for the State of Iowa Pageg19661fifl 848 Consistent with Iowa Code §403.6(19)(b), filed with this assessor certification is a copy of subsection 19 as follows: 19. a. A municipality, upon entering into a development or redevelopment agreement pursuant to section 403.8, subsection 1, or as otherwise permitted in this chapter, may enter into a written assessment agreement with the developer of taxable property in the urban renewal area which establishes a minimum actual value of the land and completed improvements to be made on the land until a specified termination date which shall not be later than the date after which the tax increment will no longer be remitted to the municipality pursuant to section 403.19, subsection 2. The assessment agreement shall be presented to the appropriate assessor. The assessor shall review the plans and specifications for the improvements to be made and if the minimum actual value contained in the assessment agreement appears to be reasonable, the assessor shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property upon completion of the improvements to be made on it, certifies that the actual value assigned to that land and improvements upon completion shall not be less than $ ......... b. This assessment agreement with the certification of the assessor and a copy of this subsection shall be filed in the office of the county recorder of the county where the property is located. Upon completion of the improvements, the assessor shall value the property as required by law, except that the actual value shall not be less than the minimum actual value contained in the assessment agreement. This subsection does not prohibit the assessor from assigning a higher actual value to the property or prohibit the owner from seeking administrative or legal remedies to reduce the actual value assigned except that the actual value shall not be reduced below the minimum actual value contained in the assessment agreement. An assessor, county auditor, board of review, director of revenue, or court of this state shall not reduce or order the reduction of the actual value below the minimum actual value in the agreement during the term of the agreement regardless of the actual value which may result from the incomplete construction of improvements, destruction or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording of an assessment agreement complying with this subsection constitutes notice of the assessment agreement to a subsequent purchaser or encumbrancer of the land or any part of it, whether voluntary or involuntary, and is binding upon a subsequent purchaser or encumbrancer. PagegW664DU 848 EXHIBIT J LOADING DOCK PagegW68,lf)fifl 848 1lD,ra—R�R „fj Specially designed loading dock for the loading and l /l.LL 1 1�All tmloadmg of Rail Cars %14Kdel Number Platform Length P1.4donn Width Ramp Length R.rtnp Width Capacity ScrOce Height Price DR•Rail12 12.5 I-cct 12.E I cet 2; 1 ic1 "'t tnehcn Q's 42-ib tndh(, $2-.104 DR-Rail15 I i Fect 1 S Feet 2i Fcni 95 inchc.% A"411% 42-% inchc% $33.7;74 • W PagegtOHCvfifl 848 THE CITY OF DUB E Masterpiece on the Mississippi August 21, 2025 Dubuque Economic Development Department kvlftyl 1300 Main Street All-AeeMINCO Dubuque, Iowa 52001-4763 ,11R�A, rnV:11-A au 1 I Office (563) 589-4393 I I� TTY (563) 690-6678 http://www.cityofdubuque.org 2007.2012-2013 2017*2019 Iowa Economic Development & Finance Authority 1963 Bell Avenue, Suite 200 Des Moines, IA 50315 RE: IEDA Redevelopment Tax Credit — Program Eligibility of 801 Jackson Street as Grayfield Site The Farley & Loetscher Manufacturing ("Wilmac") building in Dubuque, IA meets the criteria of a Grayfield Site as defined in Iowa Code Section 15.291 and Administrative Code 261.65.2. Per code definition, "Grayfield site" means an abandoned public building or an industrial or commercial property that meets the following requirements: Requirement: The property has been developed and has infrastructure in place but the property's current use is outdated or prevents a better or more efficient use of the property. Such property includes vacant, blighted, obsolete, or otherwise underutilized property. The Wilmac building overwhelmingly meets every one of the above criteria. In its current state, the building is best served as storage space which is an incredible shame to its legacy and potential. While the building contains some office space buildouts, the demand for this form office space in its obsolete and sparse condition is simply nonexistent. Requirement: The property's improvements and infrastructure are at least twenty-five years old and one or more of the following conditions exists. (1) Thirty percent or more of a building located on the property that is available for occupancy has been vacant or unoccupied for a period of twelve months or more. (2) The assessed value of the improvements on the property has decreased by twenty-five percent or more. (3) The property is currently being used as a parking lot. (4) The improvements on the property no longer exist. The extent of property "improvements" from its millworking days is made up of makeshift office spaces which comprise a very small percentage of the buildings' square footage. Page 1071 of 1214 The buildings have been vacated for 12 months, and any (theoretical) immediate occupancy would realistically be a tenant seeking warehouse storage space, which would not be efficient or practical given the non -operating and out of date loading docks. The office space buildouts are obsolete, meaning the current leasehold "improvements" would first need to be demolished before the space is retrofitted with new construction in the unlikely event such a space was desired. The Wilmac building came to life as one of the largest millworking manufacturing plants in the area. More recently, the building evolved into a hodgepodge of storage, bakery, and law office space that currently sits abandoned in the center of bustling activity and constant historic rehabilitation and modern transformation. The Wilmac building's iconic ivy-covered brick walls serve as a hotspot for photographers to memorialize a wide range of life events for their clients from high school prom pictures to wedding day snapshots. The building deserves so much more than to exist as a backdrop for photoshoots. The redevelopment of this property would significantly address Dubuque's need for housing and continue the expansion of the symbolic Millwork District. Housing permits within the City of Dubuque have increased significantly between 2019-2021, yet new construction only makes up 0.76% of the existing of the total housing in Dubuque. An exceptional housing demand is marked by statistics regarding the days on market (DOM); from 2019-2021 there was an average DOM of 30 days which is significantly less than the state average at the same time. The Wilmac building is an iconic structure within Dubuque's revitalized Millwork District. If not renovated fully and properly, the building will continue to decline. The sizeable scope of work, unknown potential contaminants, and gaps in financing have been far too great for most developers to undertake. Given Conlon Construction's skills and experience combined with the development abilities of Farley & Loetscher LLC's management, the team has the expertise necessary to ensure a successful project outcome and has our full support. Sincerely, t Jill Connors, Economic Development Director K Page 1072 of 1214 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA, AND FARLEY & LOETSCHER, LLC THIS DEVELOPMENT AGREEMENT (the Agreement) dated for reference purposes the 5 day of , 2023 is made and entered into by and between the City of Dubuque, Iowa (City) and Farley & Loetscher, LLC (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): CITY LOTS 349A, 349, 350, 351, 352, 353, 374, 375, 376, 377, & 378 locally known as 801 Jackson Street (the Property); and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 179-23 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer will undertake the redevelopment of a building located on the Property and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make a capital investment in building improvements, equipment, furniture and fixtures in the Property (the Project); and WHEREAS, the Property is historically significant, and it is in the City's best interest to preserve the Property; 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 June 5, 2023, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Development Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. REPRESENTATIONS AND WARRANTIES 08152023bal Page 1073 of 1214 1.1 Representations and Warranties of Cit . 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 A. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. F Page 1074 of 1214 (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 June 5, 2023, 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, in on file records in the office of the City Clerk and has been recorded among the land records of the Dubuque County Recorder. 1.2 Representations and Warranties of Developer. The Developer makes the following representations and warranties: (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. (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 an opinion to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (5) 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. This Property is located in an Urban 3 Page 1075 of 1214 Revitalization District, and Developer intends to apply for property tax abatement incentives. (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 111 day of September, 2023, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 30th day of September, 2023. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing shall have been satisfied or waived. 1.4 Conditions to 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. (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, 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 an opinion to the City confirming the 4 Page 1076 of 1214 representations contained herein in the form attached hereto as Exhibit B. (6) Developer shall have received a Federal Historic 20% Rehabilitation Tax Credit Award in form and amounts reasonably satisfactory to Developer. Developer shall apply for Tax Credits in 2023. If the 2023 application is not awarded, Developer may elect to reapply in 2024. 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 not less than Twenty -Five Million Dollars ($25,000,000.00) to acquire and improve the Property (the Minimum Improvements). The Minimum Improvements shall consist of the creation of One Hundred Twenty -Six (126) apartments. 2.2 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. However, if the Project is not awarded Historic Tax Credits by December 30, 2023, the U.S. Secretary of the Interior's Standards for Rehabilitation will be interpreted by City, in its sole discretion, to apply only to the Exterior Improvements. 2.3 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 the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.4 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced by January 1, 2024 and shall be substantially completed by December 31, 2025. 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, 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. 5 Page 1077 of 1214 2.5 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 in the form attached as Exhibit F. 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. 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 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 Ce Page 1078 of 1214 of the increase in the assessed value of the Property above the assessed value on January 1, 2023 ($1,819,100). The Developer Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter -approved physical plant and equipment levy, (iii) the remaining actual amount of tax increment revenues collected by City in respect of the valuations of the Property prior to January 1, 2022 and (iv) any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. 3.2 Downtown Housina Incentive Grant. (1) City agrees to provide to Developer, on the terms and conditions set forth herein, a grant in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00). (2) The grant shall be paid in Ten Thousand Dollar ($10,000.00) payments for each apartment that receives a Certificate of Occupancy up to a maximum of Seventy -Five (75) apartments. 3.3. Planning and Design Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Developer for documented predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Property on the terms and conditions set forth in Exhibit G. 3.4. FaQade Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) for documented costs that improve the overall appearance of the Development Property, provided the Project as completed meets the criteria on the terms and conditions set forth in Exhibit H. 3.5. Financial Consultant Grant. City agrees to provide a matching (1:1) grant not to exceed Fifteen Thousand Dollars ($15,000) to reimburse Developer for documented costs related to hiring a financial consultant to evaluate the Project's feasibility on the terms and conditions set forth in Exhibit I. 3.6. Payment of the Grants. The grants shall be payable as follows: (1) Any and all portions of a grant shall be funded solely and only from available Downtown Incentive Program funds; (2) Prior to the release of any grant funds, (i) Developer shall have submitted documentation of its eligible expenses under the corresponding grant program, and (ii) City shall have issued a Certificate of Completion; and 7 Page 1079 of 1214 (3) The grant funds shall be disbursed directly to Developer. 3.7. Written requests for payment of grant funds must be submitted to the Economic Development Department together with all required documentation. SECTION 4. COVENANTS OF DEVELOPER 4.1 Subject to Section 2.2, the Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. 4.2 Operation of Development Property; Housing Vouchers. For and in consideration of the grant offered under this Agreement, during the operation of the 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. This Section 4.2 shall survive the termination of this Agreement. 4.3 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. 4.4 Real PropertyTaxes. 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. 4.5 No Other Exemptions. During the term of this Agreement, Developer agrees that Developer shall not, without City's consent which shall not be unreasonably withheld, apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 4.6 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 M. Page 1080 of 1214 as loss payee. 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 $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. 4.7 Release and Indemnification Covenants. (1) Developer releases City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section, the Indemnified Parties) from and covenants and agrees that the Indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (2) Except for any gross negligence, willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Developer agrees to protect and defend the Indemnified Parties, now or forever, and further M Page 1081 of 1214 agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (1) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Developer against City based on an alleged breach of any representation, warranty or covenant of City under this Agreement and/or to enforce its rights under this Agreement); or (2) the acquisition, construction, installation, ownership, and operation of the Minimum Improvements or (3) the condition of the Property and any hazardous substance or environmental contamination located in or on the Property, caused and occurring after Developer takes possession of the Property. (3) The Indemnified Parties shall not be liable to Developer for any damage or injury to the persons or property of Developer or its officers, agents, servants or employees or any other person who may be on, in or about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. (4) All covenants, stipulations, promises, agreements and obligations of City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of City, and not of any governing body member, officer, agent, servant or employee of City in their individual capacity thereof. (5) The provisions of this Section shall survive the termination of this Agreement. 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 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 10 Page 1082 of 1214 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 in City's sole discretion. City has no obligation to consent to any assignment or sale, however City's consent shall not be unreasonably withheld 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 residential property and to be taxed as such under Iowa law. 4.13 Restrictions on Use. 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 Renewal Plan (and City represents and agrees that use of the Property as a residential housing condominium association, 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. 4.14 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 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: 11 Page 1083 of 1214 (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 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, 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 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) Developer shall repay to City the amount of all grants paid to Developer and shall reimburse City for any costs incurred by City in making such grants, 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. 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 12 Page 1084 of 1214 such remedy shall be cumulative and shall be in addition to every other rernedy 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, 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: Farley & Loetscher, LLC Matt Mulligan, Member 1167 Hunters Ridge Dubuque IA 52003 Phone: (563) 583-1724 With copy to: Simmons Perrine Moyer Bergman PLC Matt Hektoen 115 3rd Street SE, Suite 1200 Cedar Rapids, Iowa 52401-1266 13 Page 1085 of 1214 Phone: (319) 896-4030 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. 131h 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. 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. 6.3 Termination Date. This Agreement shall terminate and be of no further force or effect upon issuance of the Certificate of Completion, unless the Agreement is terminated earlier by the other terms of this Agreement (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. City 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 B `Brad M. Cavanap"- ayor 14 FARLEY & LOETSCHER, LLC By Matt Mullig?.:i, P.,ember Page 1086 of 1214 Attest: Adrienne N. Breitfelder;—O'ty-ierk— i ,511 L . Cai�so� , Plss; s4�C4 G'+fit, 15 Page 1087 of 1214 LIST OF EXHIBITS EXHIBIT A City Attorney Certificate EXHIBIT B Opinion of Developer Counsel EXHIBIT C City Certificate EXHIBIT D Memorandum of Development Agreement EXHIBIT E Urban Renewal Plan EXHIBIT F Certificate of Completion EXHIBIT G Planning and Design Grant Program EXHIBIT H Fagade Grant Program EXHIBIT I Financial Consultant Grant Program 16 Page 1088 of 1214 EXHIBIT A CITY ATTORNEY'S CERTIFICATE 17 Page 1089 of 1214 Dubuque Barry A. Lindahl, Esq. THE CITY OF Senior Counsel µbftdb Suite 330, Harbor View Place DUB E 300 Main Street III I Dubuque, Iowa 52001-6944 (563) 583-41 13 office (563) 583-1040 fax Masterpiece on the Mississippi 2007.2012 2013.2017 balesq(c%c ityofdubuque.org Office Hours: 8:00 AM - 5:00 PM, T-W-Th 8:00 AM - 12:00 PM, F (DATE) RE: Dear I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between Farley & Loetscher, 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. BAL:tIs Very sincerely, Barry A. Lindahl, Esq. Senior Counsel 18 Page 1090 of 1214 EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 19 Page 1091 of 1214 Mayor and City Councilmembers City Hall 1311 and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Farley & Loetscher, LLC Dear Mayor and City Councilmembers: We have acted as counsel for Farley & Loetscher, 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 , 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 statements set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, to our knowledge as of the date of this letter: 1. Developer is a limited liability company 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 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. 20 Page 1092 of 1214 Very truly yours, 21 Page 1093 of 1214 EXHIBIT C CITY CERTIFICATE 22 Page 1094 of 1214 THE CITY OF DUB TE Masterpiece on the Mississippi Dear Dubuque City Manager's Office AF NNUCM City Hall 50 West 131h Street Dubuque, Iowa 52001-4864 (563) 589-4110 office 2007 2012 (563)589-4149fax ctymgr@cityofdubuque.org 2013.2017 (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 Farley & Loetscher, 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 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 23 Page 1095 of 1214 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:jh Sincerely, Michael C. Van Milligen City Manager 24 Page 1096 of 1214 EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 25 Page 1097 of 1214 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 Farley & Loetscher, LLC was made regarding the following described premises: CITY LOTS 349A, 349, 350, 351, 352, 353, 374, 375, 376, 377, & 378 locally known as 801 Jackson Street (the Development Property). The Development Agreement is dated for reference purposes the day of , 2023, and contains covenants, conditions, and restrictions concerning the sale and use of the Development Property. 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 , 2023. CITY OF DUBUQUE, IOWA Barry A. Lindahl, Esq., Senior Counsel 26 Page 1098 of 1214 STATE OF IOWA ss: DUBUQUE COUNTY On this day of , 2023, 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 EXHIBIT E URBAN RENEWAL PLAN On file at the Office of the City Clerk, City Hall, 50 West 131h Street, Dubuque, Iowa 27 Page 1099 of 1214 EXHIBIT F CERTIFICATE OF COMPLETION 2s Page 1100 of 1214 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"), has granted incentives to Farley & Loetscher, 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: CITY LOTS 349A, 349, 350, 351, 352, 353, 374, 375, 376, 377, & 378 locally known as 801 Jackson Street, (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 2.5 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 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) STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) CITY OF DUBUQUE, IOWA Mike Van Milligen, City Manager 29 Page 1101 of 1214 On this day of , 2020, 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 30 Page 1102 of 1214 EXHIBIT G PLANNING AND DESIGN GRANT PROGRAM 31 Page 1103 of 1214 PLANNING & DESIGN GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring architects, engineers or other professional services used prior to construction. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) be awarded by the City to qualifying projects to offset the actual pre -development costs. (Example: $8,500 in eligible project costs would receive $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for architectural and engineering fees, feasibility studies, environmental assessments or other related soft costs. • Reimbursable expenditures must be documented. • Owner / developer fees are not permitted as reimbursable expenditures. • The grant shall not exceed ten percent (10%) of total project costs. • Grants will be disbursed upon completion of the project at a rate of $0.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department 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. 32 Page 1104 of 1214 EXHIBIT H FACADE GRANT PROGRAM 33 Page 1105 of 1214 FACADE GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for front or rear facade renovation to restore the fagade to its historic appearance or improve the overall appearance. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) shall be awarded by the City to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for labor and material costs associated with fagade improvements, including but not limited to, rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right-of-way. • In order to receive reimbursement for repointing, a mortar analysis sample 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. • Grants will be disbursed upon completion of work at a rate of $.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department 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. 34 Page 1106 of 1214 LWAmll ]Itil FINANCIAL CONSULTANT GRANT PROGRAM 35 Page 1107 of 1214 FINANCIAL CONSULTANT GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring a financial consultant to analyze the feasibility of projects. Amount of Grant: 1:1 matching grant not to exceed fifteen thousand dollars ($15,000) shall be awarded to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $30,000 or greater eligible costs would receive the maximum $15,000 grant.) Grant Specific Conditions: • Reimbursement is for fees associated with hiring a professional financial consultant. • Reimbursable expenditures must be documented. • This grant shall not exceed ten percent (10%) of total project costs. • The rehabilitation project must be completed for the Financial Consultant Grant to be funded. • Grants will be disbursed upon completion of work at a rate of $.50 for each S1.00 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. 36 Page 1108 of 1214 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIiIUII�I�lllihlll III IItI II ►III Doc ID: 011170120002 Type: GEN Kind: AGREEMENT Recorded: 12/01/2023 at 04:27:27 PM Fee Amt: $12.00 Paqe 1 of 2 Dubuque County Iowa Karol Kennedy Recorder File2023-00011380 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 Farley & Loetscher, LLC was made regarding the following described premises: CITY LOTS 349A, 349, 350, 351, 352, 353, 374, 375, 376, 377, & 378 locally known as 801 Jackson Street (the Development Property). The Development Agreement is dated for reference purposes the 5th day of September, 2023, and contains covenants, conditions, and restrictions concerning the sale and use of the Development Property. 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 1d' day of 2023 CITY OF DWLIQUE, IOWA By: BarryA. Lindahl, Esq., n ounsel I ZoG Page 1109 of 1214 STATE OF IOWA ss: DUBUQUE COUNTY On this day of , 2023, before me, a Notary Public in and for the State of Iowa, in and for said ounty, 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. o Public, tate of Iowa Com#W Ion Numbee 832190 ,owp, Page 1110 of 1214 THE CITY OF DUB E Masterpiece on the Mississippi August 26, 2025 Dubuque Economic Development Department kvlftyl 1300 Main Street All-AeeMINCO Dubuque, Iowa 52001-4763 ,11R�A, rnV:11-A au 1 I Office (563) 589-4393 I I� TTY (563) 690-6678 http://www.cityofdubuque.org 2007.2012-2013 2017*2019 Iowa Economic Development & Finance Authority 1963 Bell Avenue, Suite 200 Des Moines, IA 50315 RE: IEDA Redevelopment Tax Credit — Program Eligibility of the Iowa Street Lofts (1236- 48 Iowa Street) Project as Grayfield Site The Iowa Street Lofts project in Dubuque, IA meets the criteria of a Grayfield Site as defined in Iowa Code Section 15.291 and Administrative Code 261.65.2, and the City of Dubuque supports this project and application. Per code definition, "Grayfield site" means an abandoned, idled, or underutilized industrial or commercial facility where expansion or redevelopment is complicated by real or perceived environmental contamination. Per code definition, "Grayfield site" means an abandoned public building or an industrial or commercial property that meets all of the following requirements: a. The property has been developed and has infrastructure in place but the property's current use is outdated or prevents a better or more efficient use of the property. Such property includes vacant, blighted, obsolete, or otherwise underutilized property. b. The property's improvements and infrastructure are at least twenty-five years old and one or more of the following conditions exists- (1) Thirty percent or more of a building located on the property that is available for occupancy has been vacant or unoccupied for a period of twelve months or more. (2) The assessed value of the improvements on the property has decreased by twenty-five percent or more. (3) The property is currently being used as a parking lot. (4) The improvements on the property no longer exist. The Iowa Street Lofts infrastructure is outdated and prevents a better, more efficient use of the property. The building is blighted and underutilized with property improvements and infrastructure at least 25 years old. Over 30% of building has been vacant for over 12 months. Page 1111 of 1214 There are numerous areas of floor covering, adhesives and paint coatings with perceived environmental contamination. The redevelopment of this property would create an impact on Dubuque's need for housing and restore a building in the heart of the city and centrally located within the Farmer's Market area and adjacent to City Hall. Housing permits within the City of Dubuque have increased significantly between 2019- 2021, yet new construction only makes up 0.76% of the existing of the total housing in Dubuque. An exceptional housing demand is marked by statistics regarding the days on market (DOM); from 2019-2021 there was an average DOM of 30 days which is significantly less than the state average at the same time. Cost overburdened renters and relatively low unemployment despite the Covid-19 pandemic, show a sustained need for workforce housing in the City of Dubuque. The Iowa Street Lofts is a significant building within downtown area of Dubuque. If not renovated fully and properly, the building will continue to decline. This project will take historical preservation skill and grant source funding to be successful, and the proposed development group has the experience and expertise to complete the project. The Iowa Street Lofts has the potential to create dynamic housing solutions to support workforce growth and to invest in the historic fabric of our community. Sincerely, ( . l Jill Connors, Economic Development Director 2 Page 1112 of 1214 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 1248 IOWA ST, LLC This Development Agreement (Agreement) dated for reference purposes the day of ' _. kc r , 2025 is made and entered into by and between the City of Dubuque, Iowa (City), and 1248 Iowa St, LLC (Developer). WHEREAS, Developer is the owner of the real estate locally known as 1236-1248 Iowa Street, Dubuque, Iowa and legally described as follows (the Property): TRACT I: The South 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof. TRACT II: The South '/2 of the South Middle 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa. TRACT I I I: The Middle 1/5 of Out Lot 457, and, the North %. of the South Middle 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof. ; 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, Developer will 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 09252025 Page 1113 of 1214 April 21, 2025, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Development Agreement, inconsideration 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 09252025 Pa@egld S3bfifl 814 affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this 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 April 21, 2025, 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 09252025 Pa@egld Sftfifl 814 of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (5) 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 4th day of November, 2025, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 26th day of November, 2025. 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. 09252025 Pa@egld S89Dljfl 814 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. (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 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, prior to the Public Hearing, 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. (6) Developer shall deliver a signed acknowledgement committing to provide and maintain the insurance requirements as indicated in Section 5.6 of this Agreement in the form attached hereto as Exhibit H. 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 09252025 Pa@egbl GiaVA 814 2.1 Required Minimum Improvements. Developer will make a capital investment of approximately Two Million Seven Hundred Thousand Dollars ($2,700,000.00) to improve the Building (the Minimum Improvements). The Minimum Improvements include creating thirteen (13) new residential 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 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 December 1, 2025, and shall be substantially completed by December 31, 2026. 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. 09252025 Pa@eg1d 6®bbfl 814 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, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 November 1, 2031 May 1, 2032 November 1, 2032 May 1, 2033 November 1, 2033 May 1, 2034 November 1, 2034 May 1, 2035 November 1, 2035 May 1, 2036 November 1, 2036 May 1, 2037 November 1, 2037 May 1, 2038 November 1, 2038 May 1, 2039 November 1, 2039 May 1, 2040 November 1, 2040 May 1, 2041 November 1, 2041 May 1, 2042 November 1, 2042 May 1, 2043 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 taxable value of the Property above the assessed value on January 1, 2025 of Four Hundred Seventy -Nine Thousand Seven Hundred Dollars ($479,700) (the Baseline Valuation). City and Developer agree the Property was assessed as of January 1, 2025 as follows: 1236 Iowa St (PIN 1024417003): $165,800 1248 Iowa St (PIN 1024417002): $313,900 09252025 Pa@egld 692)bfl 814 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, 2025 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, 2026 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, 2043, 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, 2026, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2028, and May 1, 2029.) 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 1248 Iowa St 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 1248 Iowa St 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 1248 Iowa St 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 09252025 Pa@egld 003DU 814 provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. 3.5 Downtown Housina 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 One Hundred Thirty Thousand Dollars ($130,000.00) (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 for each parcel as follows: 1236 Iowa St (PIN 1024417003): City agrees to provide a matching (1 -1) grant not to exceed Thirty -Five Thousand Dollars ($35,000) to reimburse Developer for documents costs related to the following eligible activities: (1) Planning & Design predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Development Property on the terms and conditions set forth by the State Historic Preservation Office, as set forth in Exhibit G. (2) Facade documented costs that improve the overall appearance of the Development Property, provided the Project meets the criteria of the Fapade Grant Program and on the terms and conditions set forth by the State Historic Preservation Office, as set forth in Exhibit G. (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. (4) A final design plan for the facade must be approved by City staff on the terms and conditions set forth in a Design Letter to be issued by City. If a final design plan 09252025 Pa@egld 20,bfifl 214 for the fagade is not approved, this grant will not be available for the Project. 1248 Iowa St (PIN 1024417002): City agrees to provide a matching (1 -.1) grant not to exceed Thirty -Five Thousand Dollars ($35,000) to reimburse Developer for documents costs related to the following eligible activities: (1) Planning & Design predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Development Property on the terms and conditions set forth by the State Historic Preservation Office, as set forth in Exhibit G. (2) Facade documented costs that improve the overall appearance of the Development Property, provided the Project meets the criteria of the Fapade Grant Program and on the terms and conditions set forth by the State Historic Preservation Office, as set forth in Exhibit G. (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. (4) A final design plan for the facade must be approved by City staff on the terms and conditions set forth in a Design Letter to be issued by City. If a final design plan for the fagade is not approved, this grant will not be available for the Project. 3.8 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; (2) Prior to the release of any grant funds, (i) Developer shall have submitted documentation of its eligible expenses under the corresponding eligible activity; (3) City shall have issued a Certificate of Completion; and (4) The Grant funds shall be disbursed directly to Developer. SECTION 4. NON- APPROPRIATION / LIMITED SOURCE OF FUNDING. 4.1 Non -Appropriation. (1) Notwithstanding anything in this Agreement to the contrary, the obligation of 09252025 Pa@eg1d 80bt)fl 814 City to pay any installment of the Economic Development Grants from the pledged tax increment revenues shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit within the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non -appropriation by the City Council of City as provided in this Section. City may exercise its right of non -appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non -appropriation shall be exercised only by resolution affirmatively declaring City's election to non -appropriate funds otherwise required to be paid in the next fiscal year under this Agreement. (2) In the event the City Council of City elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the installments on the Economic Development Grants due and payable in that future fiscal year, then City shall have no further obligation to Employer or Developers for the payment of any installments due in that future fiscal year which cannot be paid with the funds then appropriated for that purpose. (3) Developer acknowledges and agrees that the State of Iowa retains the authority to amend, modify, or repeal laws governing property tax, tax increment financing (TIF), and any related rebate mechanisms. City makes no representations or warranties regarding the continuation of current state law or the availability of rebates in their present form. In the event that any legislative or regulatory action by the State of Iowa alters or limits the availability, calculation, distribution, or administration of rebates, City shall have no obligation to compensate Developer for any resulting reduction, loss, or elimination of rebates. Developer assumes all risk associated with potential changes to applicable state law. 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 09252025 pa@80 686M B 14 provisions of this Agreement which can be given effect without the suspended provision, and to this end the provisions of this Agreement are severable. SECTION 5. COVENANTS OF DEVELOPER 5.1 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. 5.2. Operation of Property. (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 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. 09252025 Pa@eg1d 84bt)fl 814 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. 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 cost 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. If the builder's risk policy purchased includes "soft costs" associated with this project, the limit for that coverage will be at the sole discretion of the contractor. (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 cost 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. 09252025 Pa@eg1d 8ftbfl S 14 (3) The term "replacement cost" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (4) Developer shall notify City immediately in the case of damage exceeding Fifty Thousand Dollars ($50,000) in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 5.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 5.8 Non -Discrimination. In carrying out the project, Developers shall not discriminate against any employee or applicant for employment because of age, color, familial status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. 5.9 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision -making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the 09252025 Pa@egld 069AA 814 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 2.4), 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. 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. 09252025 PaUegld OWA S 14 SECTION 6. EVENTS OF DEFAULT AND REMEDIES 6.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 6.2. Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) Until issuance of the Certificate of Completion, City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with 09252025 Pa@eg1d 88 bbfl 814 the funding of the Downtown Rehab Loan/Grant and Economic Development Grant to Developer and City may take any action, including any legal action it deems necessary, to recover such amounts from the Developer; (4) City may withhold the Certificate of Completion; or (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 6.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 6.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 6.5 Agreement to 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. 09252025 Pa@egld 092)t)fl 814 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 1248 Iowa St, LLC Dubuque, Iowa 52001 With copy to: Drake Law Firm PC Samuel M. Degree 300 Main St #323 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 City Hall 50 W. 131h 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, 09252025 Pa@egld 603AA 814 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, 2043 (the Termination Date). 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. 7.7 Legal Compliance. Developer is responsible for compliance with all applicable laws, statutes, rules, regulations, and ordinances which may apply to the performance of Developer's obligations under this Agreement, including but not limited to the laws outlined in Exhibit J, and hereby represents and warrants that Developer is in compliance with the same as of the Closing Date and further represents that during the Term Developer will remain in compliance. Developer shall require all contractors and subcontractors providing services under this Agreement shall also certify compliance with this Section. Developer further represents and warrants that Developer has obtained all necessary business permits and licenses that may be required to carry out the obligations pursuant to this Agreement, including any permits and licenses that might be required by the state or locality in which Developer performs the Services, and Developer agrees to maintain, at 09252025 Pa@eg1d 61,bbfl 814 Developer's sole expense, such required permits and licenses for the duration of the term(s) of this Agreement. 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 r By Brad M. Cavanagh, Mayor Attest: .u1�tiru2�7 Adrienne N. Breitfelder, City Clerk 1248 IOWA ST, LLC By 25s ansen, O a er 09252025 Page 1132 of 1214 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, Fagade Grant Program, and Financial Consultant Grant Program EXHIBIT H Insurance Acknowledgment EXHIBIT I Certificate of Completion EXHIBIT J Legal Compliance 09252025 Pa@egld 63(bi)fl 814 EXHIBIT A CITY ATTORNEY'S CERTIFICATE 09252025 Pa@egld 64bljfl 814 Barry A. Lindahl, Esq. Senior Counsel TI I COF Suite 330, Harbor View Place Main Stwa Dubuque, Iowa 52001-6944 �-1300 DUjB L (563) 5834113 office (563) 583-1040 fax Masterpiece on the Mississippi balesq(&.cityofdubuque.org (DATE) RE: Dear Dubuque ts� All-AmutuCdy IIII�i 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 1248 Iowa St, 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 BAL:JLM 09252025 Pa@eg1d 65%bfl 814 W7:11 3lii? OPINION OF DEVELOPER'S COUNSEL 09252025 Pa@eglel 669)ljfl 814 Mayor and City Councilmembers City Hall 13t'l 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 1248 Iowa St, 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 under the 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 09252025 Pa@egld 62(bbfl 814 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, 09252025 Pa@egId 68 bbfl 814 EXHIBIT C CITY CERTIFICATE 09252025 Pa@egld 692)1jfl 814 Dubuque THE CITY OF ul-ANala M UBaE 'I 1' 2007.2012.2013 Masterpiece on the Mississippi 2017*2019 (DATE) Dear City Manager's Office City Hall 50 West 131h Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr@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 1248 Iowa St, 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 constitute a default under any of the foregoing. 09252025 Pa@eg1d 4Q3Dbfl 814 (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 09252025 Pa@egld 42,bt)fl 814 :7:11 Ibis: MEMORANDUM OF DEVELOPMENT AGREEMENT 09252025 Pa@egId 42 �bU S 14 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 1248 Iowa St, LLC was made regarding the following described premises: TRACT I: The South 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof. TRACT II: The South '/2 of the South Middle 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa. TRACT III: The Middle 1/5 of Out Lot 457, and, the North '/z of the South Middle 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof. The Development Agreement is dated for reference purposes the day of 20, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 20 09252025 Pa@egld 42(bt)fl 814 CITY OF DUBUQUE, IOWA Barry A. Lindahl, Senior Counsel 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 09252025 Pa@eO MMA E14 EXHIBIT E URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13111 Street, Dubuque, IA 52001) 09252025 Pa@eg1e149%i)fl 814 EXHIBIT F DOWNTOWN HOUSING INCENTIVE PROGRAM 09252025 Pa@egld4B9Dljfl814 THE CITY OF Dubuque Economic Development Department 50 West 13" Street DUB TE AIFA bckf 1- 11111.1 I 1.1 I I Dubuque, Iowa 52001-4864 Office (563) 589-4393 TTY (563) 690-6678 Masterpiece on the Mississippi 2007.2012 2013.2017 http://www.cityofdubuque.org 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. 09252025 Pa@egI916nbfl 814 • 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. • 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. Pa@egld 48 bfifl 814 EXHIBIT G DOWNTOWN REHABILITATION GRANT PROGRAM 37 Pa@egld 492)ljfl B 14 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: Facade Costs — to provide assistance on labor or material costs for front (or occasionally other major) fapade 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 Pa@eglel 603DU 814 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. 39 Pa@egb163,bi)fl 814 FACADE 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 fagade 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. ,m Pa@eg1d 62 WA 814 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. 41 Pa@eglel 63Ebljfl 814 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. Pa@egld 64bljfl 814 EXHIBIT H INSURANCE ACKNOWLEDGMENT 43 Pa@egld 65VA 814 Acknowledament of Insurance Requirements Section 5.6 (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 cost 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. Developer specifically acknowledges that replacement cost means one hundred percent of the replacement cost when construction is completed, that the City must be named as lender loss payable, and that evidence of builders risk must be provide prior to closing. By: Timothy J. Hitzler, President Pa@eglel 669)bfl 814 EXHIBIT I CERTIFICATE OF COMPLETION 45 Pa@egld 6:X(bl)fl 814 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"), has granted incentives to 1248 Iowa St, 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: TRACT I: The South 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof. TRACT II: The South '/2 of the South Middle 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa. TRACT I I I: The Middle 1/5 of Out Lot 457, and, the North '/z of the South Middle 1/5 of Out Lot 457 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof. (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 sm Pa@eg1d 68 bbfl 814 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 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 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 47 Pa@egld 692AA 814 EXHIBIT J LEGAL COMPLIANCE Pa@egld 6®3Dljfl S14 a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits discrimination on the basis of age); f) Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); g) The Civil Rights Restoration Act of 1987, (PL 100-209); (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964 to include that entities that receive federal funding must comply with civil rights legislation, including the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973, in all operations, not just in the program or activity receiving federal funding); h) Titles I I and I I I of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38; i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); j) Section 1557of the Affordable Care Act (prohibits discrimination on the basis of national origin); Pa@egM 64,bi)fl 814 k) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 et seq.) (prohibits discrimination because of sex in education programs or activities); �) Drug Abuse Office and Treatment Act of 1972, as amended (21 U.S.C. § 1101 et seq.); and m)Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended (42 U.S.C. § 4541, et seq.). 50 Pa@egld 62%bfl 814 THE CITY OF DUB E Masterpiece on the Mississippi August 11, 2025 Dubuque Economic Development Department kvlftyl 1300 Main Street All-ANIICO Dubuque, Iowa 52001-4763 ,11R�A, rnV:11-A au 1 I Office (563) 589-4393 I I� TTY (563) 690-6678 http://www.cityofdubuque.org 2007.2012-2013 2017*2019 Iowa Economic Development & Finance Authority 1963 Bell Avenue, Suite 200 Des Moines, IA 50315 RE: IEDA Redevelopment Tax Credit — Program Eligibility, Wilson House (1243 Locust Street) as Brownfield Site Wilson House in Dubuque, IA meets the criteria of a Brownfield Site as defined in Iowa Code Section 15.291 and Administrative Code 261.65.2. Per code definition, "Brownfield site" means an abandoned, idled, or underutilized industrial or commercial facility where expansion or redevelopment is complicated by real or perceived environmental contamination. Wilson House has been vacant since 2018. An Asbestos Survey was completed in 2024 with sampling and analysis showing evidence of asbestos being present in piping insulation and floor tile/mastic. The piping insulation and floor tile/mastic to be remediated for the property to be redeveloped. Per code definition, a brownfield site includes property contiguous with the property on which the individual or commercial facility is located. Wilson House contamination is contained to its property boundaries. Per code definition, a brownfield site does not include property which has been placed, or is proposed for placement, on the national priorities list established pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et Seq. Wilson House has not been placed, or is proposed for placement, on this list. The redevelopment of this property would create an impact on Dubuque's need for housing and restore a building in the Jackson Park neighborhood. Housing permits within the City of Dubuque have increased significantly between 2019-2021, yet new construction only makes up 0.76% of the existing of the total housing in Dubuque. An exceptional housing demand is marked by statistics regarding the days on market (DOM); from 2019-2021 there was an average DOM of 30 days which is significantly less than the state average at the same time. Cost overburdened renters and relatively low Page 1163 of 1214 unemployment despite the Covid-19 pandemic, show a sustained need for workforce housing in the City of Dubuque. Wilson House is a significant building within the Jackson Park neighborhood. If not renovated fully and properly, the building will continue to decline. In the year it was for sale, Wilson House had over 200 showings. The interest was high, due to the location and potential. Yet, the sizeable scope of work, unknown potential contaminants, and gaps in financing to perform were too great for most developers. This project will take historical preservation skill and grant source funding to be successful, and 563 Properties has the experience and expertise to complete the project. Wilson House has the potential to create dynamic housing solutions to support workforce growth and to invest in the historic fabric of our community. Sincerely, Jill Connors, Economic Development Director Page 1164 of 1214 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND WILSON HOUSE APTS, LLC THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes the day of (y)n�/ , 2024 is made and entered into by and between the City of Dubuque, Iowa (City , and Wilson House Apts, LLC (Developer). WHEREAS, Developer is the owner of the real estate locally known as 1243 Locust Street, Dubuque, Iowa and legally described as follows (the Property): The Northerly 64 feet of Out Lot No. 662A in the Town (now City) of Dubuque, Iowa, according to the United States Commissioners' Plat of the Survey of said Town of Dubuque. ; 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, Developer will 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 December 18, 2023, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Development Agreement, in consideration of 04302024hal Page 1165 of 1214 the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. REPRESENTATIONS AND WARRANTIES 1.1 Representations and Warranties of City. In order to induce Developer to enter into this Agreement, City hereby represents and warrants to Developer that to the best of City's knowledge: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at the time of closing confirming the representations contained herein, in the form attached hereto as Exhibit A. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City, or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there 04302024bal Page 1166 of 1214 are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (8) As of the date of this Agreement there has been prepared and approved by City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal Plan for the Greater Downtown Urban Renewal Plan, most recently approved by City Council of City on December 18, 2023, 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 articles of incorporation or the bylaws of Developer or any contractual restriction, 04302024bal Page 1167 of 1214 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 1 st day of July, 2024, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 1 st day of August, 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. 04302024bal Page 1168 of 1214 (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, 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 One Million Five Hundred Thousand Dollars ($1,500,000.00) to improve the Building (the Minimum Improvements). The Minimum Improvements include creating five (5) new residential market rate units and rehabilitating the fagade including doors and windows, all using Historic Tax Credits. 2.2 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded in the records of Dubuque County, Iowa. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to 04302024bal Page 1169 of 1214 the improvements to be constructed by Developer on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.3 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall begin by October 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 Developerwith an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in the form attached as Exhibit H and shall be a conclusive determination of the satisfaction of Developer's obligations to make the Minimum Improvements under this Agreement and completion of the Minimum Improvements by Developer as required by this Agreement. SECTION 3. CITY PARTICIPATION 3.1 Economic Development Grants to Developer. For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make thirty (30) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to Developer: November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 November 1, 2031 May 1, 2032 November 1, 2032 May 1, 2033 November 1, 2033 May 1, 2034 November 1, 2034 May 1, 2035 04302024bal Page 1170 of 1214 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 ($231,400). The Developer Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter -approved physical plant and equipment levy, (iii) the remaining actual amount of tax increment revenues collected by City in respect of the valuations of the Property prior to January 1, 2022 and (iv) any other portion required to be excluded by 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 so 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 1243 Locust 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 1243 Locust TIF Account to pay the Economic 04302024bal Page 1171 of 1214 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 1243 Locust 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 Housina 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 Fifty Thousand Dollars ($50,000.00) (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 thirty-six apartments. Prior to the disbursement of any funds, Developer shall provide evidence satisfactory to City that the Minimum Improvements have been completed in accordance with the Plans and other documentation submitted to City with the Downtown Housing Assistance application. 3.7 Planning and Design Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Developer for documented predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Development Property on the terms and conditions set forth by the State Historic Preservation Office and as set forth in Exhibit G. 3.8 FaQade Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Grant Recipient for documented costs that improve the overall appearance of the Development Property, provided the Project meets 04302024bal Page 1172 of 1214 the criteria of the Fagade Grant Program and on the terms and conditions set forth by the State Historic Preservation Office and as set forth in Exhibit G. 3.9. Payment of the Grants. The Grants shall be payable as follows: (1) Any and all portions of the Grants shall be funded solely and only from available Program funds; (2) Prior to the release of any grant funds, (i) Developer shall have submitted documentation of its eligible expenses under the corresponding grant program and (ii) City shall have issued a Certificate of Completion; and (3) The Grant funds shall be disbursed directly to Developer. SECTION 4. 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 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. 04302024bal Page 1173 of 1214 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 5. COVENANTS OF DEVELOPER 5.1 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. 5.2. Operation of Property. Housing Vouchers. For and in consideration of the Grant offered under this Agreement, during the operation of the Development Property as a rental residential property, Developer shall accept, or cause to be accepted, applications from prospective tenants with housing vouchers issued under the U.S. HUD's Section 8 voucher program or a similar program who are otherwise qualified prospective tenants. Developer shall not deny any tenant a lease based on a public assistance source of income. A public assistance source of income means income and support derived from any tax supported federal, state or local funds, including, but not limited to, social security, supplemental security income, temporary assistance for needy families, family investment program, general relief, food stamps, and unemployment compensation, housing choice voucher subsidies and similar rent subsidy programs. This Section 5.2 shall survive the termination of this Agreement. If Developer or Developer's successors or assigns violates the requirements of this Section 5.2 as determined by the City Manager in the City Manager's sole discretion after the termination of this Agreement, Developer or Developer's successors or assigns shall not be eligible for any City financial assistance programs. 5.3 Books and Records. During the term of this Agreement, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions 04302024bal Page 1174 of 1214 of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 5.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 5.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 5.6 Insurance Reauirements. (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 04302024bal Page 1175 of 1214 equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (4) Developer shall notify City immediately in the case of damage exceeding Fifty Thousand Dollars ($50,000) in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 5.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 5.8 Non -Discrimination. In carrying out the project, Developers shall not discriminate against any employee or applicant for employment because of age, color, familial status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. 5.9 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision -making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 04302024bal Page 1176 of 1214 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. 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 04302024bal Page 1177 of 1214 6.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 6.2. Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) Until issuance of the Certificate of Completion, City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of the Downtown Rehab Loan/Grant and Economic Development Grant to Developer and City may take any action, including any legal action it deems necessary, to recover such amounts from the Developer; 04302024bal Page 1178 of 1214 (4) City may withhold the Certificate of Completion; or (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 6.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 6.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 6.5 Agreement to 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 04302024bal Page 1179 of 1214 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: Andrew McCready Wilson House Apts, LLC 1268 Locust Street Dubuque, Iowa 52001 With copy to: Drake Law Firm, P.C. D. Flint Drake 300 Main Street, Suite 323 Dubuque, IA 52003 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: City Attorney City Hall 50 W. 13' 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, 04302024bal Page 1180 of 1214 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). 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. 04302024bal Page 1181 of 1214 CITY OF DUBUQUE, IOWA WILSON HOUSE APTS, LLC M Attest: Adrienne N. Breitfelder, City Clerk Z Andrew McCready, Vice President 04302024bal Page 1182 of 1214 (City Seal) STATE OF IOWA SS COUNTY OF DUBUQUE On this 'A! day of i l l,,\a 20 ).4, before me the undersigned, a Notary Public in and for the said County and State, personally appeared f3Fad M. GaVaRag-h and Adrienne N. Breitfelder, to me personally known, who, being by me duly sworn, did say that they are the-Mzyorand City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on y behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayof and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. Notary Public STATE OF IOWA SS COUNTY OF DUBUQUE TUSDEE LYNN BLUS x Commisslon Number 342479 My Comm. Exp. 'Kic W. Jones Mayor Pro Tem On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Andrew McCready, to me personally known, who, being by me duly sworn, did say that he is Vice President of Wilson House Apts, LLC the limited liability company executing the instrument to which this is attached and that as said Vice President of Wilson House Apts, LLC acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. Notary Public 04302024ba1 Page 1183 of 1214 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H LIST OF EXHIBITS City Attorney's Certificate Opinion of Developer's Counsel City Certificate Memorandum of Development Agreement Urban Renewal Plan Downtown Housing Incentive Program Planning and Design Grant Program, Fagade Grant Program, and Financial Consultant Grant Program Certification of Completion 04302024bal Page 1184 of 1214 EXHIBIT A CITY ATTORNEY'S CERTIFICATE 04302024bal Page 1185 of 1214 Barry A. Lindahl, Esq. Senior Counsel THE CITY OF Suite 330, Harbor View Place 300 Main StreeIowa DUB Dubuque, Iowa 52001-6944 E (563) 5834113 office (563) 583-1040 fax Masterpiece on the Mississippi ba lesgLcity o fdubuque.org (DATE) RE: Dear Dubuque U-AMlo CVJ 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 Wilson House Apts, LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 2024. The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20_, are correct. Very sincerely, Barry A. Lindahl, Esq. City Attorney BAL:tIs 04302024ba1 Page 1186 of 1214 W7:11 3bi? [0I:1 ILIILOUNKOMCAN ati]UAM 916111�� 04302024ba1 Page 1187 of 1214 Mayor and City Councilmembers City Hall 1311' 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 Wilson House Apts, 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 , 2024. 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 under the 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 04302024bal Page 1188 of 1214 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, 04302024bal Page 1189 of 1214 EXHIBIT C CITY CERTIFICATE 04302024bal Page 1190 of 1214 Dubuque THE CITY All-AwMa Gq 1 ,1 U*B&E 1j 1V 2007.2012.2013 Masterpiece on the Mississippi 2017*2019 (DATE) Dear City Manager's Office City Hall 50 West 131h Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr@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 Wilson House Apts, LLC (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 2024. 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 04302024bal Page 1191 of 1214 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:jh 04302024bal Page 1192 of 1214 MEMORANDUM OF DEVELOPMENT AGREEMENT 04302024bal Page 1193 of 1214 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 Wilson House Apts, LLC was made regarding the following described premises: The Northerly 64 feet of Out Lot No. 662A in the Twon (now City) of Dubuque, Iowa, according to the United States Commissioners' Plat of the Survey of said Town of Dubuque. The Development Agreement is dated for reference purposes the day of 20_, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 20 CITY OF DUBUQUE, IOWA Brad M. Cavanagh Mayor WILSON HOUSE APTS, LLC Andrew McCready, Vice President 04302024bal Page 1194 of 1214 Attest: Adrienne N. Breitfelder City Clerk 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 Brad M. Cavanagh and Adrienne N. Breitfelder, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa 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 Iowa, personally appeared Andrew McCready, to me personally known, who, being by me duly sworn, did say that he is Vice President of Wilson House Apts, LLC, the limited liability company executing the instrument to which this is attached and that as said Vice President of Wilson House Apts, LLC, acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. 04302024bal Page 1195 of 1214 Notary Public, State of Iowa 04302024bal Page 1196 of 1214 EXHIBIT E URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 1311' Street, Dubuque, IA 52001) 04302024bal Page 1197 of 1214 EXHIBIT F DOWNTOWN HOUSING INCENTIVE PROGRAM 04302024bal Page 1198 of 1214 Dubuque Economic Development Department THE CITY OF 50 West 13'h Street *AmrfaCp UB E I I I I•" DubuDque, Iowa 52001-4864 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. 04302024bal Page 1199 of 1214 • Preference will be given to projects that also utilize Federal and/or State Historic Tax Credits. • No more than $10,000 in assistance will be considered per residential unit. • In general, no more than $750,000 will be provided to a single project. • No developer fee will be permitted until all city assistance is paid or satisfied in full. • The City will disburse committed funds after the project is complete and a Certificate of Occupancy has been provided for the housing units. • A minimum of 2 new housing units must be created in the project. • Units smaller than 650 square feet will not be eligible for this project. • No residential units will be allowed to have a restriction of less than 80% of the median income. • No more than 65% of the units of any project can have a restriction of 80% of the median income. • A project that is funded by Low Income Tax Credits (LITC) is noteligible. • Owner of property must certify that all property in the City of Dubuque, for which the owner has any interest, complies with all applicable City of Dubuque ordinances and regulations, including, but not limited to, housing, building, zoning, fire, health, and vacant and abandoned building regulations. • Applications will be reviewed monthly by the Review Committee, consisting of at least one representative from the City's Economic Development, Planning, and Building Services Departments. The Review Committee will score each application and will fund projects that meet the program criteria and are ready to commence within three months. Page 1200 of 1214 EXHIBIT G FACADE, PLANNING AND DESIGN, AND FINANCIAL CONSULTANT GRANT PROGRAM 37 Page 1201 of 1214 PLANNING AND DESIGN GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring architects, engineers or other professional services used prior to construction. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) per building may be awarded by the City to offset the actual pre -development costs. (Example: $8,500 in eligible project costs would receive $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for architectural and engineering fees, feasibility studies, environmental assessments or other related soft costs. Reimbursable expenditures must be documented. • Owner / developer fees are not permitted as reimbursable expenditures. The grant shall not exceed ten percent (10%) of total project costs. • Grants will be dispersed upon completion of the project at a rate of $0.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff and approved by the City Manager. 3. Funding will be dispersed upon staff review of documented expenditures and inspection of a completed project. KN Page 1202 of 1214 FACADE GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for front or rear fagade renovation to restore the fagade to its historic appearance, or improve the overall appearance. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) shall be awarded by the City to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for labor and material costs associated with fagade improvements, including, but not limited to rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right-of-way. • In order to receive reimbursement for repointing, a mortar analysis sample must be provided for each fagade that will be repointed. The applicant must adhere to the results of that analysis in their rehabilitation work as part of their approved project plan. The City may request verification that the new mortar matches the results of the mortar analysis. • Language from the National Park Service Technical Preservation Services Briefs may be attached as a condition for a building permit if the applicant chooses to perform repointing on the project. • Reimbursable expenditures must be documented. Grants will be dispersed upon completion of work at a rate of $.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department or the Historical Preservation 39 Page 1203 of 1214 Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff and approved by the City Manager. 3. Funding will be dispersed upon staff review of documented expenditures and inspection of a completed project. .E Page 1204 of 1214 FINANCIAL CONSULTANT GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring a financial consultant to analyze the feasibility of projects. Amount of Grant: 1:1 matching grant not to exceed fifteen thousand dollars ($15,000) shall be awarded to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $30,000 or greater eligible costs would receive the maximum $15,000 grant.) Grant Specific Conditions: • Reimbursement is for fees associated with hiring a professional financial consultant. Reimbursable expenditures must be documented. The grant shall not exceed ten percent (10%) of total project costs. • The rehabilitation project must be completed for the Financial Consultant Grant to be funded. • Grants will be dispersed upon completion of work at a rate of $.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff and approved by the City Manager. 3. Funding will be dispersed upon staff review of documented expenditures and inspection of a completed project. 41 Page 1205 of 1214 EXHIBIT H CERTIFICATE OF COMPLETION CT Page 1206 of 1214 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"), has granted incentives to Wilson House Apts, 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 Northerly 64 feet of Out Lot No. 662A in the Twon (now City) of Dubuque, Iowa, according to the United States Commissioners' Plat of the Survey of said Town of Dubuque. (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 1207 of 1214 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 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 Page 1208 of 1214