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Resolution Setting a Public Hearing on a Proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLCCity of Dubuque City Council Copyrighted September 8, 2026 ITEMS SET FOR PUBLIC HEARING # 1. ITEM TITLE: Resolution Setting a Public Hearing on a Proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC SUMMARY: City Manager recommending City Council adopt a Resolution setting a public hearing for September 21, 2026, on a proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC. RESOLUTION Fixing The Date For A Public Hearing Of The City Council Of The City Of Dubuque, Iowa On An Assignment Of The Grant Agreement By And Between The City Of Dubuque And Virtual Velocity, LLC To L'Apostolat, LLC SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for DISPOSITION: September 21, 2026 ATTACHMENTS: 1. MVM Memo Resolution Setting a Public Hearing on a Proposed Assignment of Grant Agreement 2. Staff Memo 3. Assignment Agreement 4. Original Grant Agreement 5. 1 st Amendment 6. 2nd Amendment 7. Notice of Hearing 8. Resolution - Updated 9.4.26 Dubuque THE CITY OF uFA�a9a av DuBE 13 Masterpiece on the Mississippi zoo�•*o rP PP 2017202019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Resolution Setting a Public Hearing on a Proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC DATE: September 2, 2026 Assistant Economic Development Director Ian Hatch is recommending City Council adopt a Resolution setting a public hearing for September 21, 2026, on a proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC. The housing creation and fagade rehabilitation outlined in the Agreement have been completed. The Downtown Rehabilitation Loan has been repaid in full. Virtual Velocity, LLC has sold the property at 1199 Central Avenue to L'Apostolat, LLC. As part the real estate purchase, Virtual Velocity, LLC will assign the terms and conditions of the Agreement to L'Apostolat, LLC, which agrees to be bound by said terms and conditions, including the City's obligation to provide TIF incentives. The assignment of the Agreement requires the consent of the City Council of the City of Dubuque. I concur with the recommendation and respectfully request Mayor and City Council approval. Y Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jill Connors, Economic Development Director Ian Hatch, Assistant Economic Development Director Dubuque Economic Development Department THE CITY OF 1300 (wain street All-AM111094 Dubuque, Iowa 52001-4763 UB E vxxwi Office (563) 589-4393 1 I I TTY (563) 690-6678 I® http://www.cityofdubuque.org 2007-2012*2013 Masterpiece on the Mississippi 2017*2019 TO: Michael C. Van Milligen, City Manager FROM: Ian C. Hatch, Assistant Economic Development Director SUBJECT: Resolution Setting a Public Hearing on a Proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC DATE: August 31, 2026 INTRODUCTION This memorandum is a request for the City Council to adopt the attached Resolution setting a public hearing for September 21, 2026 on a proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC. BACKGROUND The City of Dubuque, Iowa (City), and Virtual Velocity, LLC entered into a Grant Agreement dated October 3, 2022 for the redevelopment of 1199 Central Avenue including the creation of 11 new residential rental units (the Agreement). The Agreement included a Downtown Rehabilitation Grant and a Downtown Housing Creation Grant. The Agreement was later amended to include, a Downtown Rehabilitation Loan, and a 15-year tax increment financing incentive. The Agreement is still in effect and terminates on June 1, 2041. DISCUSSION The housing creation and fagade rehabilitation outlined in the Agreement have been completed. The Downtown Rehabilitation Loan has been repaid in full. Virtual Velocity, LLC has sold the property at 1199 Central Avenue to L'Apostolat, LLC. As part the real estate purchase, Virtual Velocity, LLC will assign the terms and conditions of the Agreement to L'Apostolat, LLC, which agrees to be bound by said terms and conditions, including the City's obligation to provide TIF incentives. The assignment of the Agreement requires the consent of the City Council of the City of Dubuque. BUDGETIMPACT There is no budget impact for City consent of the Assignment of Agreement. RECOMMENDATION I recommend the City Council adopt the attached Resolution setting a September 21, 2026 public hearing on the proposed Assignment of Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC. ASSIGNMENT AGREEMENT BETWEEN VIRTUAL VELOCITY, LLC AND L'A POSTO LAT, LLC This Assignment Agreement, dated for reference purposes the 31 st day of August , 2026, is made and entered into by and between Virtual Velocity, LLC (Assignor) and L'Apostolat, LLC (Assignee). WHEREAS, Assignor entered into Grant Agreement dated October 3, 2022, as amended (the Grant Agreement), with the City of Dubuque, Iowa, providing certain rights and obligations with respect to the property legally described as: The Northerly 87 feet 1.2 inches of Out Lot 447 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof (the Property) and Whereas, the Minimum Improvements required in the Grant Agreement have been satisfied; and WHEREAS, Assignor now desires to transfer the Property and assign its rights and obligations under the Grant Agreement to Assignee, subject to the consent of the City of Dubuque. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS- 1 . Assignment. Assignor hereby assigns to Assignee, and Assignee hereby accepts from Assignor, this assignment of the Grant Agreement, which assignment includes all rights and obligations of any sort whatsoever of Assignor thereunder such that, upon acceptance hereof by Assignee, Assignor shall have no right or interest whatsoever in and to the Grant Agreement as of the date hereof and Assignee agrees to be fully bound by the Grant Agreement and shall carry out all obligations of, and be entitled to all rights of, Assignor thereunder. 2. Law; Binding Effect. This Assignment shall be governed by and construed in accordance with the laws of the State of Iowa. This Assignment shall be binding upon the parties hereto and their respective successors in interest and assigns. In the event of a breach of this Assignment, the non -breaching party shall be entitled to all rights and remedies at law or equity and shall be entitled to recover reasonable attorneys' fees incurred due to the breach. 3. Affirmation. The parties hereby affirm the Grant Agreement in all respects and that the Grant Agreement shall remain in full force and effect according to its terms. VIRTUAL VELOCITY, LLC By: Lloyd ing. to Its Owner L'APOSTOLAT, LLC ff WON M MAN CONSENT The City of Dubuque, Iowa, hereby consents to this Assignment Agreement. CITY OF DUBUQUE, IOWA ODA Brad M. Cavanagh, Mayor GRANT AGREEMENT FOR THE DOWNTOWN REHABILITATION GRANT PROGRAM BETWEEN THE CITY OF DUBUQUE, IOWA AND VIRTUAL VELOCITY, LLC THIS GRANT AGREEMENT (the "Agreement"), dated for reference purposes the 3rd day of October, 2022, by and between the City of Dubuque, Iowa a municipality established pursuant to the Code of Iowa ("City") and acting under the authorization of Chapter 403 of the Code of Iowa (the "Urban Renewal Act") and Virtual Velocity, LLC ("Grant Recipient"). WHEREAS, in furtherance of the objectives of the Urban Renewal Act, City has undertaken a program for the development and redevelopment of an area in the city known as the Greater Downtown Urban Renewal District (the "District"), an urban renewal area established pursuant to the Urban Renewal Act, and in connection therewith has established the Downtown Rehabilitation Grant Program (the "Program"); and WHEREAS, Grant Recipient intends to complete the renovation and rehabilitation of a building located on property within the District locally known as 1199 Central Avenue, Dubuque, Iowa (the "Development Property"), legally described as: The Northerly 87 feet 1.2 inches of Out Lot 447 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof. which will include various improvements to the building, as more specifically detailed in Grant Recipient's application to the Program (the "Project"); and WHEREAS, Grant Recipient has applied for a Downtown Housing Incentive Grant, a Fagade Grant, a Planning & Design Grant, and a Financial Consultant Grant for the Project from City under the Program in amounts collectively up to Fifty Thousand Dollars ($175,000) (the "Grant"), the terms of which are set forth in this Agreement; and WHEREAS, the City Council believes that the development of the Development Property pursuant to this Agreement and the fulfillment generally of this Agreement, are in the vital and best interests of City and in accord with the public purposes and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted. NOW THEREFORE, IN CONSIDERATION OF THE PROMISES AND OBLIGATIONS OF THE PARTIES HERETO, EACH OF THEM DOES HEREBY COVENANT AND AGREE WITH THE OTHER AS FOLLOWS. - SECTION 1. MINIMUM IMPROVEMENTS. 1. 1. Required Minimum Improvements. Grant Recipient shall improve the Development Property as follows: Fagade improvements including rehabilitation of doors and windows, and the creation of fourteen new rental units (the "Minimum Improvements"). The Minimum Improvements shall be completed in substantial conformity with the scope and scale described in Grant Recipient's Application to the Program, attached hereto as Exhibit B. 1.2. Timing of Minimum Improvements. Grant Recipient shall begin construction of the Minimum Improvements by October 31, 2022 and complete construction of the Minimum Improvements by May 1, 2023. City shall determine in its sole discretion, following an inspection by City's Building Services Department and/or Planning Department, when the Minimum Improvements have been completed. In order to be considered completed, the Minimum Improvements must be constructed in accordance with the terms of this Agreement, in compliance with the regulations of the Program, and in substantial conformity with Grant Recipient's Application Design Letter attached hereto as Exhibit A. 1.3 Certificate of Completion. Promptly following the request of Grant Recipient and upon determination by the City Manager that the Minimum Improvements have been completed as required by this Agreement, the City Manager shall furnish Grant Recipient with a Certificate of Completion in recordable form which shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement. 1.4. Construction of Minimum Improvements. Grant Recipient shall complete all work with respect to construction of the Minimum Improvements in conformance with all requirements of the Program, this Agreement, and all federal, state, and local laws, ordinances, and regulations. 1.5. Insurance. (1) Grant Recipient 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, naming City as loss payee, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the building (including Minimum Improvements) replacement value when construction is completed. Coverage shall include the "special perils" form and Grant Recipient 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) Grant Recipient shall notify City immediately in the case of damage exceeding $50,000.00 in amount to, or destruction of, the Development Property or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (the "Net Proceeds"), shall be paid directly to Grant Recipient as its interests may appear, and Grant Recipient shall forthwith repair, reconstruct and restore the Development Property to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Grant Recipient shall apply the Net Proceeds of any insurance relating to such damage received by Grant Recipient to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Development Property, as its interests may appear. Grant Recipient shall complete the repair, reconstruction and restoration of the Development Property whether or not the Net Proceeds of insurance received by Grant Recipient for such purposes are sufficient. SECTION 2. FURTHER COVENANTS OF GRANT RECIPIENT. 2.1. Operation of Development 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, Grant Recipient 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. Grant Recipient 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 4.2 shall survive the termination of this Agreement. If Grant Recipient, or Grant Recipient's successors or assigns violates the requirements of this Section 2.1 as determined by the City Manager in the City Manager's sole discretion after the termination of this Agreement, Grant Recipient or Grant Recipient's successors or assigns shall not be eligible for any City financial assistance programs. 2.2. Real Property Taxes. Grant Recipient 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. 2.3. No Other Exemptions. Until the Termination Date, Grant Recipient agrees not to apply for any state or local property tax exemptions, except for an application for urban revitalization tax abatement under Iowa Code Chapter 404 and 427, 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. 2.4. Non -Discrimination. In carrying out the Project, Grant Recipient shall not discriminate against any employee or applicant for employment or tenant because of race, religion/creed, color, familial status, marital status, sex, sexual orientation, gender identity, national origin, age, or mental/physical disability. +��[�7�[��Z�Pi�/i;lrit� � ► . _ = _ �]`l<rl�_1►�i]��Zr17_LT� 3.1. Downtown Housing Incentive Grant. City agrees to provide Grant Recipient a grant in an amount equal to Ten Thousand Dollars ($10,000) for each apartment in the Development Property for which a Certificate of Completion from the City of Dubuque is issued, but not to exceed One Hundred Forty Thousand Dollars ($140,000). 3.2 Fagade Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Grant Recipient for documented costs that improve the overall appearance of the Development Property, provided the Project meets the criteria of the Fagade Grant Program and on the terms and conditions set forth in the attached Design Letter. 3.3. Planning & 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 in the attached Design Letter. 3.4. 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. 3.5. Payment of the Grant. The Grant shall be payable as follows: (1) Any and all portions of the Grant shall be funded solely and only from available Program funds. 4 (2) Prior to the release of any grant funds, (i) Grant Recipient 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 Grant Recipient. SECTION 4. EVENTS OF DEFAULT; REMEDIES. 4.1. Events of Default Defined. Failure by Grant Recipient to substantially observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement shall be an "Event of Default." 4.2. Remedies on Default by Grant Recipient. Whenever any Event of Default 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 Grant Recipient of the Event of Default, but only if the Event of Default has not been cured within thirty (30) days following such notice, or if the Event of Default cannot be cured within thirty (30) days and Grant Recipient 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, including suspension of the payment of any installment of the Grant to Grant Recipient, until it receives assurances from Grant Recipient deemed adequate by City, that Grant Recipient will cure its default and continue its performance under this Agreement; (2) City may terminate this Agreement; or (3) City may take any action, including legal, equitable, or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 4.3. 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. 4.4. 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. SECTION 5. MISCELLANEOUS. 5.1. Conflict of Interest. Grant Recipient represents and warrants that, to its best knowledge and belief after due inquiry, no 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, has had or shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services 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. 5.2. Grants, Notices, and Demands. A grant payment, notice, demand, or other communication under this Agreement by any party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (1) In the case of Grant Recipient, is addressed and delivered personally to Virtual Velocity, LLC, 955 Washington Street, Unit 329, Dubuque, IA 52001; Attn: Lloyd Singletary; and (2) In the case of City, is addressed and delivered personally to the City of Dubuque at City Hall, 50 W. 13th Street, Dubuque, IA 52001; Attn: City Manager and City Attorney. or to such other designated individual or officer or to such other address as any party shall have furnished to the other in writing in accordance herewith. 5.3. Titles of Sections. Any titles of the several parts and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 5.4. Definitions. All capitalized terms used herein shall have the meaning defined herein, unless a different meaning clearly appears from the context. 5.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 5.6. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Iowa. 5.7. Amendment. This Agreement may not be amended except by a subsequent writing signed by the parties hereto. 5.8. Successors and Assigns. This Agreement is intended to and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 6 5.9. Termination Date. This Agreement shall terminate and be of no further force or effect December 31, 2027, unless the Agreement is terminated earlier by the other terms of this Agreement. 5.10. No Third -Party Beneficiaries. No rights or privileges of either party hereto shall inure to the benefit of any landowner, tenant, contractor, subcontractor, material supplier, or any other person or entity, and no such landowner, tenant, contractor, subcontractor, material supplier, or any other person or entity shall be deemed to be a third -party beneficiary of any of the provisions contained in this Agreement. 5.11. Indemnification. Grant Recipient hereby agrees to defend, indemnify, and hold harmless City, its officer and employees, against any and all claims of any kind made by Grant Recipient or any third party relating to or arising out of this Agreement, including costs, expenses, or attorneys' fees. 5.12. No Assignment; Non-Transferabilitv. Following the execution of this Agreement and until the Termination Date: (1) Grant Recipient represents and agrees that it will not transfer, convey or make any assignment of any of its rights or interests in the Development Property, Minimum Improvements, or this Agreement to any other party unless: (i) the transferee partnership, corporation, or individual assumes in writing all of the obligations of Grant Recipient under this Agreement, and (ii) City consents thereto in writing in advance thereof; and (2) Grant Recipient represents and agrees that it will not assign its rights or interests in this Agreement, including the Grant, to any other party unless City consents thereto in writing in advance thereof. CITY OF DUBUQUE, IOWA Bye Brad M. Paua agh, Mayor ATTEST: Adrienne N. Breitfelder, City Clerk VIRTUAL VELOCITY, LLC By: Lloyd in, et y, I s o ner EXHIBIT A DESIGN LETTER TI IE CITY OF DUB; bE Masterpiece on the Mississippi Dubuque Planning Services Department � City Hall - 50 West 13"' Street Dubuque, IA 52001-4845 1 I I (563) 589-4210 phone I I (563) 589-4221 fax 2007.2012.2013 (563) 690-6678 TDD 2017*2019 plan ning(Dcityofdubugue.org MEMORANDUM TO: Jill Connors, Economic Development Director FROM: Chris Happ Olson, Assistant Planner CA�p SUBJECT: Fapade Grant: 1199 Central Ave. Applicant Lloyd Singletary, Virtual Velocity DATE: September 9, 2022 Intrnrli irtinn This memorandum forwards the requested design review for work funded with a Fapade Grant for the property located at 1199 Central Avenue, formerly the old Prescott School. Background The City of Dubuque Architectural Guidelines, the Secretary of the Interior Standards for Rehabilitation and applicable Technical Preservation Services Preservation Briefs published by the National Park Service (NPS) apply to this project. The collection can be found at the NPS website. nicriiccinn The scope of work depicted and described in the drawings, application, and subsequent answers to questions during review meet the Architectural Guidelines and the project is recommended for approval as submitted and conditioned. Conditions regarding the work include: • Masonry work follow the recommendations in NPS Preservation Brief #2. • Entrance roof systems: Construct new hoods over entrances as shown on rendering, or work with Planning Services staff with final alternate bracket design. Coloring should be as is depicted in rendering, or complementary to the window or brick color. • Entrance stoop systems: Repair or reconstruct all entrance stoops with same design and materials is as present, and shown on renderings. Paint railings complementary to windows or other elements such as the entrance roof trim. Should new railing systems be desired, work with Planning Services Staff to determine design and color. • Roof systems: Extend roof system to include at minimum 18" eaves throughout the structure, as shown on rendering. Reshingle with new architectural laminated shingle, working with Planning Services Staff on color choice. New gutter and downspout systems shall match the trim and/or brick color as appropriate. • Entrance door systems: Reuse existing entrance doors or replace with new doors as shown on rendering, with color complementary to the window color. • Windows: In newly restored fenestration openings, install Reliabilt 3900 Series Windows, in Bronze color. On 1st — 3111 floors, utilize three panels with a top fixed and lower two-thirds double hung sash, utilizing muntin patterning as shown in rendering. Muntins shall be an exterior muntin and spacer between the glass, if a matching color to the exterior can be achieved for the spacer. Allowance provided to center new largest windows in opening, with a reduction of up to four inches total width (2" on each side). In instances of smaller windows, follow patterning and sash number as shown on rendering. At basement level where necessary, allow for excavation and opening up of window openings to allow for egress as necessary from garden level units, working with Planning Services staff with final design. Surrounding treatment should be in -kind (limestone). • Seek permitting through the Engineering Department as necessary for any construction staging that may encroach upon the public right of way. • No signage for the structure is proposed or approved. Any new signage or changes will need approval by Planning Services when the applicant is ready for both compliance with the City's code and design guidelines. Applications can be made to the Inspection & Construction Services Division. Please note that all work completed must have relevant permitting and permission, working with the Inspection and Construction Services Division (formerly Building Department) and Engineering Department as necessary. Requirements The project, if done in accordance with the described scope of work and drawings will meet the applicable guidelines and standards and is recommended for approval in terms of design review. Any deviation from the approved scope of work must be reviewed and approved by the Economic Development and Planning Services Departments prior to initiation. It is the property owner's responsibility to read and understand the terms of approval as well as ensure compliance with the project requirements. It is the property owner's responsibility to obtain the necessary building permits prior to starting work. It is the property owner's responsibility to ensure all contractors understand and properly execute all expectation of the project. Failure to comply with the approved scope of work will result in forfeiture of all funding. ENCLOSURES: Application, Rendering, Chosen window specification CC: Mike Belmont, Building Official Mike Seivers, Inspector Wally Wernimont, Planning Services Manager 2 EXHIBIT B APPLICATION Dubuque Economic Development Department THE CITY OF 1300 Main Street itil Dubuque, IA 52001-4864 'An r..,. Office: (563) 5894393 79 DUB r 1 I I TTY: (563) uque. rg LH http://���w���.cityofdubuquc.org 2007.2012.2013 Masterpiece on the Mississippi 2017*2019 City of Dubuque, Iowa Application for Downtown Incentive Programs Name of Applicant (Developer/Company): virtual velocity LLc Address of Proposed Project: 1199 Central Avenue, Dubuque, IA 52001 Contact Name Address: Phone: _ Date of Birth: Lloyd Singletary Email: City/State: Dubuque Zip: 52001 Total Project Cost: 1,150,000 Estimated Start Date: 08/2021 Estimated Completion Date: 09i2022 With whom has the Applicant discussed details of this project at the City of Dubuque? Jill Connors, Ian Scott Chris Olson and others Check each of the Incentives for which you are applying: A.) Downtown Housing Incentive (a B.) Downtown Rehabilitation Grant (14 (vy Fagade Grant Financial Consultant Grant (v) Planning and Design Grant C.) Tax Increment Rebate or Tax Abatement (v)' Please Include Proof of Building Ownership as Attachment A You may use the following site as a resource for providing this information: https://beacon.schneidercorp.com/ If Applicant is not building owner, you must provide proof of building owner's permission to proceed with project as part of Attachment A. - If the owner is a for -profit or non-profit organization, you must provide a resolution adopted by the Board of Directors which authorizes both the project and the application attached with the Minutes of the Meeting when it was adopted. Please Include as Attachment B Does Applicant own or have ownership interest in other Properties in Dubuque? ( )Yes (vJNo If yes, please list addresses: Dubuque Economic Development Department THE CITY OF 1300 Main Street �i'�k1� Dubuque, IA 52001-4864 .a. we�n..u. Office: (563) 589-4393 79 DUB r 1 I I. TTY: (563) uquc. rg LH http://www.cityofdubuquc.org 2007.2012.2013 Masterpiece on the Mississippi 2017*2019 Do the above properties comply with all applicable City of Dubuque ordinances and regulations, including but not limited to: Housing, Building, Zoning, Fire, Health and Vacant & Abandoned Building regulations? (Wes ( )No *Grant Recipient must complete all work in conformance with all requirements of the Program. this Agreement, and all federal, State, and local laws, ordinances, and regulations. Please list all sources of funding and financing for this project besides the requested grants, and whether the sources are already secured (i.e. Historic Tax Credits, Grants, IEDA Incentives). A construction loan which is alreadv secured. Current Physical Condition of the Building - Written: Please Include up to 3 Current Photos as Attachment C Currently the building has been completely gutted and we are starting interior work. Proposed Modification of Building/Intended Improvements - Written: Please Include Rendering/Drawing as Attachment D This building will be made into beautiful new apartments. See the links to the renderings here. Here are the renderings of the largest apartment, Unit 302: https:llphotos.app.goo.gl/UtZistQtkmmpcxZR6 These are the rendenngs of the standard apartments and the two 3rd floor lofts https:llphotos.appgoo.gl/Umk43Poe6PT2uMJU9 Community Benefit/Impact of Project (how will the project further the revitalization of downtown): If additional space is needed, please include as Attachment E The city will have 14 beautiful new apartments available to its residents and one of its oldest buildings will be restored to service. Dubuque Economic Development Department THE CITY OF 1300 Main Street itil Dubuque, IA 52001-4864 *AWANNC'An r..,. Office: (563) 5894393 79 DUB r 1 I I TTY: (563) uquc. rg LH http://www.cityofdubuquc.org 2007.2012.2013 Masterpiece on the Mississippi 2017*2019 A.) Downtown Housing Incentive Program* *Grant Funds will be disbursed upon receipt of certificate of occupancy for all units in the project. "The Rental Property Owner/Property Manager will be required to accept Housing Choice Vouchers (HCV) provided by the U.S. Department of Housing and Urban Development (HUD) from qualified prospective tenants for the duration of the forgivable loan agreement. How many units are being created? 14 Housing units created must be greater than 650 Square Feet. A minimum of 2 units are required for eligibility, and a maximum of 75 units are eligible. (housing units that have been vacant for over three years are considered new units) Amount of Assistance Requested (No more than $10,000 per unit is eligible) $140,000 Does the project have bank financing? If yes, what financial institution? ( )Yes (v7No Please Include Letter of Commitment from Financial Institution as Attachment F A 10-year pro forma must be attached if requesting housing grant. Please include as Attachment G Does the pro forma show a developer's fee? If yes, over what period of time will this fee be paid? Will residential units have any income restrictions? If yes, how many residential units will have income restrictions? (This could be 0% to 65% of the rental units can have a restriction of 80% area median income.) Is a Floor plan for all units attached? Please attach as Attachment H ( )Yes WNo ( )Yes (^o (v)Yes ()No Dubuque Economic Development Department THE CITY OF 1300 Main Street itil Dubuque, IA 52001-4864 *Alfift r..,. Office: (563) 589-4393 DUB r 1 1111 . TTY: (563) uquc. 79 rg LH http://www.cityofdubuquc.org 2007.2012.2013 Masterpiece on the Mississippi 2017*2019 B.) Downtown Rehabilitation Grant" **Grant Funds will be disbursed upon completion of work, documentation of costs, and an inspection of completed project. Disbursements are at a rate of $.50 for each $1.00 of costs incurred, up to maximum amount of grant committed. Written requests for payment must be submitted to the Economic Development Department. "Paid invoices and/or cancelled checks will be required to confirm expenditures. Professional drawings and scope of work showing dimensions, architectural details, and labels must be attached to the application. Please include as Attachment I Planning and Design Grant Estimated costs for planning and design How much assistance is the project requesting? Fagade Grant Estimated costs for fagade improvements How much assistance is the project requesting? Will the project include repointing or tuck pointing? If yes, a mortar analysis sample may be required. The sample would be a reimbursable expenditure. $ 20,000 $ 10,000 $ 120,000 $ 10,000 (vfYes ( )No Do existing signs on the project property comply with City Zoning regulations and design guidelines? ( )Yes ( )No WN/A If the above answer is no, or the Applicant is proposing new signs, please describe the design materials and colors that will be used on the sign face, how the sign will be displayed, and any lighting proposed. With whom has the Applicant discussed details of this project in the City of Dubuque Planning Department? This is mandatory. Chris Olson, Travis schrobilgen 4 THE CITY OF UB & E Masterpiece on the Mississippi Dubuque bcdA U401 o ah (At. k, . 2007.2012.2013 2017*2019 Has Applicant reviewed the City's Design Review Guidelines at http://cityofdubug ue.orq/1295/Design-Guideline ? Economic Development Department 1300 Main Street Dubuque, IA 520014864 Office: (563) 589-4393 TTY: (563) 690-6678 http://www.cityofdubuque.org (4Yes ( )No Financial Consultant Grant Estimated costs for financial consultant services $ 65,000 How much assistance is the project requesting? $ 15,000 Bids: Please attach bid(s) for ALL proposed work as Attachment J Certificate of Insurance: Please attach a certificate of insurance for the individual/company bidding the work as Attachment K C.) Tax Increment Rebate or Tax Abatement Please contact the Economic Development Department to discuss tax incentives at (563) 589-4393. I certify that I am applying for the above incentives before having begun the eligible work, and project work is scheduled to start in fewer than 6 months of the date of this application. Some work is in process, but the construction is far from complete. 1 Signature: Z i Date: 05/19/2022 To be considered for approval, a fully completed application with attachments and exhibits must be submitted via one of the following. • Website: https://www.citVofdubuque.org/l 13/Facade-Grant • email: econdev(a�cityofdu bug ue. org • drop off: Economic Development Department, 1300 Main Street, Dubuque, Iowa 52001 • US Post: Economic Development Department, 1300 Main Street, Dubuque, Iowa 52001 POO --goof M�m ru fail � 1 1� r .ti all R7a 111MM �A-lW►�.T � I - J � � �� in I • 1• SOON ---'AN 0 i. . Amok, r_ k��` �' Windows & Doors Windows Double Hung Windows ReliaBilt 3900 Series 31.75-in x 73.5-in x 3.25-in Jamb Vinyl Replacement Bronze Double Hung Window Half Item #66140 Model #3900DHBZT3167340001 Shop ReliaBilt * * 2 AW t ai �ro $711.88 Save $125.63 Ends Sep 14 S676.29 when you choose 5% $119Imo suggested payments savings on eligible purchases OR with 6 month special financing every day. Learn how Learn how • The industry's best performing replacement vrindow Series in just about every aspect . Identified by a leading consumer magazine as a 'top -rated vinyl replacement double hung' window • VAth a standard lifetime accidental glass breakage warranty. Design Pressure (DP) rating of 60. and available R-4 thermal performance. the 3900 Series .. Exterior ColoriFinish: Bronze Get It Installed Longer wait time than usual (30+ days) Free Store & Curbside Pickup Pickup on Sun. Dec 4 (Est.) at Dubuque Lowe's Delivery Scheduling Available Get it by Mon. Dec 5 FIRST AMENDMENT TO GRANT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND VIRTUAL VELOCITY, LLC This First Amendment to Grant Agreement, dated for reference purposes the day of _ 2023, is made and entered into by the City of Dubuque, Iowa, a municipality (City), established pursuant to the Iowa Code and acting under authorization of Iowa Code Chapter 403, as amended (the Urban Renewal Act), and Virtual Velocity, LLC (Grant Recipient). WHEREAS, City and Grant Recipient entered into a Grant Agreement dated October 3, 2022 (the Grant Agreement); and WHEREAS, City and Grant Recipient desire to amend the Grant Agreement as set forth herein. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL TERMS AND COVENANTS CONTAINED HEREIN, CITY AND GRANT RECIPIENT AGREE AS FOLLOWS: Section 1. Section 1.2 of the Grant Agreement is hereby amended to read as follows: 1.2 Completion of Minimum Improvements. Grant Recipient shall complete construction of the Minimum Improvements by June 1, 2024. City shall determine in its sole discretion (following an inspection by City's Inspection and Construction Services Department and/or Housing & Community Development Department, and/or Planning Department) when the Minimum Improvements have been completed. In order to be considered completed, the Minimum Improvements must be constructed in accordance with the terms of this Agreement, in compliance with the regulations of the Downtown Rehabilitation Grant Program, and in substantial conformity with Grant Recipient's application to that Program and the Design Letter attached hereto. Section 2. Section 3 of the Grant Agreement is hereby amended by adding the following: 3.6 Downtown Rehabilitation Loan. (1) City agrees to loan to Developer (the Loan) on the terms and conditions set forth herein Three Hundred Thousand Dollars ($300,000) which shall consist of the Loan Program funds, if and only if such funds are available. Payments shall be based on work completed and expenses encumbered. The Loan proceeds will be disbursed upon approval by the Dubuque City Council. (2) The term of the Loan shall be five (5) years. Interest on the Loan shall be zero percent (0.0%) per annum. Monthly principal payments, amortized over a five-year period, shall become due and payable beginning the first day of the first month after issuance of the Certificate of Occupancy for the first unit of the Project and on the first day of each month thereafter until the entire balance of the Loan is paid. The entire balance of the Loan shall become due and payable not later than the 60th month after issuance of the Certificate of Occupancy for the first unit of the Project. At the time of the initial disbursement of Loan funds to Developer, Developer shall execute the Promissory Note in the form attached hereto as Exhibit C. payable to the order of the City in the principal amount of Three Hundred Thousand Dollars ($300,000) and the Mortgage, attached as Exhibit D. (3) Loan funds shall be disbursed to Developer by City upon award of the Certificate of Occupancy for the first unit of the Project and Developer's written request for funds. Section 3. Except as modified herein, the Grant Agreement shall remain in full force and effect. CITY OF DUBUQUE, IOWA VIRTUAL VELOCITY, LLC ay . r M. aa3 s Attest: Trish L. Gleason, Assistant City Clerk By: Lloyd S' gl tar' Owner 2 SECOND AMENDMENT TO GRANT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND VIRTUAL VELOCITY, LLC This Second Amendment to Grant Agreement, dated for reference purposes the 6th day of October , 2023, is made and entered into by the City of Dubuque, Iowa, a municipality (City), established pursuant to the Iowa Code and acting under authorization of Iowa Code Chapter 403, as amended (the Urban Renewal Act), and Virtual Velocity, LLC (Grant Recipient). WHEREAS, City and Grant Recipient entered into a Grant Agreement dated October 3, 2022 (the Grant Agreement); and WHEREAS, City and Grant Recipient previously amended the Grant Agreement to include a Downtown Rehabilitation Loan; and WHEREAS, City and Grant Recipient desire to further amend the Grant Agreement as set forth herein. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL TERMS AND COVENANTS CONTAINED HEREIN, CITY AND GRANT RECIPIENT AGREE AS FOLLOWS: Section 1. Section 1.2 of the Grant Agreement is hereby amended to read as follows: 1.2 Completion of Minimum Improvements. Grant Recipient shall complete construction of the Minimum Improvements by June 1, 2024. City shall determine in its sole discretion (following an inspection by City's Inspection and Construction Services Department and/or Housing & Community Development Department, and/or Planning Department) when the Minimum Improvements have been completed. In order to be considered completed, the Minimum Improvements must be constructed in accordance with the terms of this Agreement, in compliance with the regulations of the Downtown Rehabilitation Grant Program, and in substantial conformity with Grant Recipient's application to that Program and the Design Letter attached hereto. Section 2. Section 3 of the Grant Agreement is hereby amended by adding the following: 3.7. Economic Development Grants to Developer. For and in consideration of Grant Recipient'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 Grant Recipient being and remaining in compliance with the terms of this Agreement, to make thirty (30) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to Developer: November 1, 2026 May 1, 2027 November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 November 1, 2031 May 1, 2032 November 1, 2032 May 1, 2033 November 1, 2033 May 1, 2034 November 1, 2034 May 1, 2035 November 1, 2035 May 1, 2036 November 1, 2036 May 1, 2037 November 1, 2037 May 1, 2038 November 1, 2038 May 1, 2039 November 1, 2049 May 1, 2040 November 1, 2040 May 1, 2041 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 Grant Recipient (the Grant recipient Tax Increments). For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Grant Recipient Tax Increments shall be only those tax increment revenues collected by City in respect of the increase in the assessed value of the Property above the assessed value on January 1, 2022 ($44,750). The Grant Recipient 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. 3.8. 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 2 3.7. 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) § 403.13(2). (3) The right of non -appropriation reserved to City in this Section 3.7 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. To this end the provisions of this Agreement are severable. Section 3. Except as modified herein, the Grant Agreement shall remain in full force and effect. CITY OF DUBUQUE, IOWA VIRTUAL VELOCITY, LLC By: i!`C Lloyd' in let ry, Ow her CITY OF DUBUQUE, IOWA OFFICIAL NOTICE PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public hearing on the 21st day of September, 2026, at 6:30 p.m., in the Historic Federal Building, 350 W. 6th Street, 2nd floor, Dubuque, Iowa, at which meeting the City Council proposes to approve an Assignment of the Grant Agreement by and between the City of Dubuque, Iowa and Virtual Velocity, LLC to L'Apostolat, LLC, for the property located at 1199 Central Avenue. At the meeting, the City Council will receive oral and written comments from any resident or property owner of said City to the above action. The official City Council agenda will be posted the Friday before the meeting and will contain public input options. The agenda can be accessed at https://dubugueia.portal.civicclerk.com/ or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org. Written comments on the public hearing may be submitted to the City Clerk's Office by email at ctyclerk@cityofdubuque.org or by mail to City Hall, 50 W. 13th St., Dubuque, IA 52001, before the scheduled hearing. The City Council will review all written comments at the time of the hearing. Documents related to the public hearing are on file in the City Clerk's Office and may be viewed Monday through Friday between 8:00 a.m. and 5:00 p.m. Individuals requiring special assistance should contact the City Clerk's Office as soon as feasible. Deaf or hard -of -hearing individuals can use Relay Iowa by dialing 711 or (800) 735-2942. Published by order of the City Council given on the 8th day of September 2026. Adrienne N. Breitfelder, CMC, City Clerk Ian C. Hatch Assistant Economic Development Director, 1300 Main Street Dubuque IA 52001 (563) 589-4105 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO. 329-26 FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON AN ASSIGNMENT OF THE GRANT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND VIRTUAL VELOCITY, LLC TO L'APOSTOLAT, LLC Whereas, Virtual Velocity, LLC and the City of Dubuque entered into a Grant Agreement dated October, 3, 2022, providing certain rights and obligations with respect to the property legally described as follows: The Northerly 87 feet 1.2 inches of Out Lot 447 in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof Locally known as 1199 Central Avenue (the Property) ; and Whereas, Virtual Velocity, LLC intends to assign its rights under the Grant Agreement to L'Apostolat, LLC pursuant to an Assignment of Grant Agreement, attached hereto; and Whereas, L'Apostolat, LLC in the Assignment of Grant Agreement agrees to be bound by all of the terms and conditions of the Grant Agreement; and Whereas, the City Council of the City of Dubuque, Iowa finds that consent to the Assignment of Grant Agreement is in the best interests of the City of Dubuque; and Whereas, before said consent may be given, Iowa Code Section 364.7 requires that the City Clerk publish a notice of the City's intent to consent and of the time and place of the meeting at which the City Council proposes to take action thereon and at which meeting the City Council shall receive oral and/or written objections from any resident or property owner of said City to such proposed action. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA THAT: Section 1. The City Clerk is hereby authorized and directed to cause a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to approve the Assignment of Grant Agreement by and between Virtual Velocity, LLC and L'Apostolat, LLC, to be held on the 21 st day of September, 2026 at 6:30 p,m. The official agenda will be posted the Friday before the meeting and will contain listening, viewing, and public input options. The City Council agenda may be accessed at https://dubuqueia.portal.civiccierk.com/ or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org. Section 2. The City Council will meet at said time and place for the purpose of taking action on the matter of approving the Assignment of Grant Agreement by and between Virtual Velocity, LLC and L'Apostolat, LLC Section 3. The City Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four days nor more than twenty days before the date of said meeting on the issuance of said Obligations. Section 4. That the notice of the meeting shall be in substantially the form attached hereto. Passed, approved, and adopted this 8th day of September, 2026. Attest: Adrienne N. Breitfelde, City Clerk