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Consent to Sale and Release Liens of Property - 759 Bluff Street Copyright 2014 City of Dubuque Action Items # 4. ITEM TITLE: Consent to Sale and Release Liens of Property - 759 Bluff Street SUMMARY: City Manager recommending approval of a resolution approving the Agreement to Release Liens and Consent to Sale, the Amended and Restated Agreement for Covenants and Restrictions, the Release of Real Estate Mortgage, and Termination of Notes relating to the sale of 759 Bluff Street by 759 Bluff, LP to Hills and Dales Child Development Center. RESOLUTION Approving the Agreement to Release Liens and Consent to Sale Between 759 Bluff, LP and the City of Dubuque, Iowa, and the Release of Liens by the City of Dubuque SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type ❑ Sale of 759 Bluff Street-MVM Memo City Manager Memo ❑ Staff Memo Staff Memo ❑ Resolution Resolutions ❑ Agreement to Release Liens&Consent to Sale Supporting Documentation ❑ Amended and Restated Agreement For Covenants& Restrictions Supporting Documentation ❑ Release of Mortgage Supporting Documentation ❑ Termination of Notes Supporting Documentation THE CITY OF Dubuque U E I erica .i Masterpiece on the Mississippi 2007-2012-2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Sale of 759 Bluff Street by 759 Bluff, LP to Hills and Dales Child Development Center: Agreement to Release Liens and Consent to Sale, the Amended and Restated Agreement for Covenants and Restrictions, Release of Real Estate Mortgage, and Termination of Notes DATE: September 16, 2015 City Attorney Barry Lindahl recommends City Council approval of a resolution approving the Agreement to Release Liens and Consent to Sale, the Amended and Restated Agreement for Covenants and Restrictions, the Release of Real Estate Mortgage, and Termination of Notes relating to the sale of 759 Bluff Street by 759 Bluff, LP to Hills and Dales Child Development Center. Hills and Dales facilitates an accessible residence for eight persons on the Real Estate consistent with the mission of Hills and Dales and in compliance with the various recorded restrictions and required uses of the Real Estate. 759 Bluff intends to enter into an Offer to Buy Real Estate and Acceptance, as Seller, with Hills and Dales Child Development Center, as Buyer, for the Real Estate. The City of Dubuque has various liens against the Real Estate. The Liens secure certain grants in favor of 759 Bluff as required by certain restrictions and conditions. In consideration of Hills and Dales acquiring the Real Estate, and in further consideration of Hills and Dales agreeing to be bound by the covenants and restrictions on the Real Estate, the City, in order to carry out the initial intent and purpose of its association with the Real Estate for the benefit of 759 Bluff and Step by Step, would agree and consent to the sale of the Real Estate by 759 Bluff to Hills and Dales, provided the Covenants and Restrictions remain in effect, and subject to the following conditions in the Agreement to Release Liens and Consent to Sale: • The City will consent and agree to the sale of the Real Estate from 759 Bluff to Hills and Dales pursuant to the Offer, subject to the terms and conditions of the Agreement to Release Liens and Consent to Sale. • Hills and Dales will affirm and acknowledge that the Restrictions and Covenants, for the benefit of the City and anyone claiming by, through or under the City, shall remain in full force and effect through and including the 21 sc day of August, 2023, at which time such Restrictions and Covenants and any other restrictions on the Use by Hills & Dales, shall become null and void and shall terminate and be of no further force or effect with regard to the Real Estate. All parties agree that the Use is fully compliant with the Restrictions and Covenants. The Amendment and Restated Agreement for Covenants and Restrictions is attached. • City will agree to release all of the Liens (or any other liens in favor of City with respect to the Real Estate) at the closing of the Offer by appropriate releases of mortgages or a termination of financing statements or otherwise in order that 759 Bluff may produce marketable record title to Hills and Dales at the closing as set out in the Offer. If Hills and Dales fails to comply with the Restrictions and Covenants at any time from and after the closing through and including the 21 sc day of August, 2023, the City, after written notice to Hills and Dales allowing 30 days to cure any such breach of the Restrictions and Covenants, has the right to demand the reversion of the Real Estate to the City. The parties agree to escrow a quit claim deed from Hills and Dales to the City pursuant to an escrow agreement with Kane, Norby & Reddick, P.C. to secure this reversion. After the 21 sc day of August, 2023, the reversion shall terminate and be of no further force or effect. I concur with the recommendation and respectfully request Mayor and City Council approval. 1AA^- Mic ael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Alvin Nash, Housing & Community Development Department Director 2 HE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi BARRY LINDAHL CITY ATTORNEY To: Michael C. Van Milligen, City Manager Alvin Nash, Housing & Community Development Director DATE: September 16, 2015 RE: Sale of 759 Bluff Street by 759 Bluff, LP to Hills and Dales Child Development Center: Agreement to Release Liens and Consent to Sale, the Amended and Restated Agreement for Covenants and Restrictions, Release of Real Estate Mortgage, and Termination of Notes Attached for your review is a resolution approving the Agreement to Release Liens and Consent to Sale, the Amended and Restated Agreement for Covenants and Restrictions, the Release of Real Estate Mortgage, and Termination of Notes relating to the sale of 759 Bluff Street by 759 Bluff, LP to Hills and Dales Child Development Center. 759 Bluff is the owner of certain real estate and improvements thereon locally known as 759 Bluff Street in Dubuque, Iowa (the Real Estate). 759 Bluff leases the Real Estate to clients of Hills and Dales Child Development Center (Hills and Dales), an Iowa nonprofit corporation. Step by Step, Inc. (Step by Step) is listed as agent in such leases. Hills and Dales facilitates an accessible residence for eight (8) persons on the Real Estate consistent with the mission of Hills and Dales and in compliance with the various recorded restrictions and required uses of the Real Estate. 759 Bluff intends to enter into an Offer to Buy Real Estate and Acceptance, as Seller, with Hills and Dales Child Development Center, as Buyer, for the Real Estate. The City of Dubuque has various liens against the Real Estate. The Liens secure certain grants in favor of 759 Bluff as required by certain restrictions and conditions. In consideration of Hills and Dales acquiring the Real Estate, and in further consideration of Hills and Dales agreeing to be bound by the covenants and restrictions on the Real Estate, the City, in order to carry out the initial intent and purpose of its association with the Real Estate for the benefit of 759 Bluff and Step by Step, agrees OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563)583-4113/FAX (563)583-1040/EMAIL balesq@cityofdubuque.org and consents to the sale of the Real Estate by 759 Bluff to Hills and Dales, provided the Covenants and Restrictions remain in effect, and subject to the following conditions in the Agreement to Release Liens and Consent to Sale: • The City will consent and agree to the sale of the Real Estate from 759 Bluff to Hills and Dales pursuant to the Offer, subject to the terms and conditions of the Agreement to Release Liens and Consent to Sale. • Hills and Dales will affirm and acknowledge that the Restrictions and Covenants, for the benefit of the City and anyone claiming by, through or under the City, shall remain in full force and effect through and including the 21st day of August, 2023, at which time such Restrictions and Covenants and any other restrictions on the Use by Hills & Dales, shall become null and void and shall terminate and be of no further force or effect with regard to the Real Estate. All parties agree that the Use is fully compliant with the Restrictions and Covenants. The Amendment and Restated Agreement for Covenants and Restrictions is attached. • City will agree to release all of the Liens (or any other liens in favor of City with respect to the Real Estate) at the closing of the Offer by appropriate releases of mortgages or a termination of financing statements or otherwise in order that 759 Bluff may produce marketable record title to Hills and Dales at the closing as set out in the Offer. A Release of Real Estate Mortgage and Termination of Notes is attached. If Hills and Dales fails to comply with the Restrictions and Covenants at any time from and after the closing through and including the 21 sc day of August, 2023, the City, after written notice to Hills and Dales allowing 30 days to cure any such breach of the Restrictions and Covenants, has the right to demand the reversion of the Real Estate to the City. The parties agree to escrow a quit claim deed from Hills and Dales to the City pursuant to an escrow agreement with Kane, Norby & Reddick, P.C. to secure this reversion. After the 21 sc day of August, 2023, the reversion shall terminate and be of no further force or effect. I recommend that the attached resolution approving the Agreement to Release Liens and Consent to Sale, Amended and Restated Agreement for Covenants and Restrictions, Release of Real Estate Mortgage, and Termination of Notes be submitted to the City Council for consideration and approval. BAL:tIs Attachment F IUSERSRsteckeADepartment Correspond enceWousingAStep By Step-759Bluff-Hills&Dal esWlVM_ResolutionApprOvingAgreement Ste pByStep759Bluff_091615.doc 2 RESOLUTION NO. 330-15 APPROVING THE AGREEMENT TO RELEASE LIENS AND CONSENT TO SALE BETWEEN 759 BLUFF, LP AND THE CITY OF DUBUQUE, IOWA, AND THE RELEASE OF LIENS BY THE CITY OF DUBUQUE Whereas, 759 Bluff, LP is the owner of certain real estate and improvements thereon locally known as 759 Bluff Street in Dubuque, Iowa (the Real Estate); and Whereas, 759 Bluff, LP leases the Real Estate to clients of Hills and Dales Child Development Center (Hills and Dales), an Iowa nonprofit corporation. Step by Step, Inc. (Step by Step) is listed as agent in such leases; and Whereas, Hills and Dales facilitates an accessible residence for 8 persons on the Real Estate consistent with the mission of Hills and Dales and in compliance with the various recorded restrictions and required uses of the Real Estate; and Whereas, 759 Bluff, LP intends to enter into an Offer to Buy Real Estate and Acceptance, as Seller, with Hills and Dales Child Development Center, as Buyer, for the Real Estate; and Whereas, the City of Dubuque has various liens against the Real Estate, which liens secure certain grants in favor of 759 Bluff, LP as required by certain restrictions and conditions; and Whereas, in consideration of Hills and Dales acquiring the Real Estate, and in further consideration of Hills and Dales agreeing to be bound by the covenants and restrictions on the Real Estate, the City, in order to carry out the initial intent and purpose of its association with the Real Estate for the benefit of 759 Bluff, LP and Step by Step, has been requested to agree and consent to the sale of the Real Estate by 759 Bluff, LP to Hills and Dales, subject to the conditions in the Agreement to Release Liens and Consent to Sale, including the requirement that the City will agree to release all of the liens (or any other liens in favor of City with respect to the Real Estate) by appropriate releases of mortgages or a termination of financing statements or otherwise in order that 759 Bluff, LP may produce marketable record title to Hills and Dales at the closing as set out in the Offer; and Whereas, the City Council has determined that approval of the Agreement to Release Liens and Consent to Sale, and the accompanying Amended and Restated Agreement for Covenants and Restrictions, Release of Real Estate Mortgage, and Termination of Notes is in the best interests of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Agreement to Release Liens and Consent to Sale, the Amended and Restated Agreement for Covenants and Restrictions, the Release of Real Estate Mortgage, and Termination of Notes are approved. Section 2. That the City Manager is hereby authorized and directed to take such further and necessary action as may be necessary to comply with the Agreement to Release Liens and Consent to Sale, the Amended and Restated Agreement for Covenants and Restrictions, the Release of Real Estate Mortgage, and Termination of Notes. Passed, approved and adopted this 21st day of September, 2015. Lyn V. Sutton, Mayor Pro Tem Attest: Kevi . Firnstghl, if Clerk F:\USERS\tsteckle\Department Correspondence \Housing\Step By Step - 759 Bluff - Hills & Dales\ResolutionApprovingAgreement_759BIuffLP-StepByStep_091615.docx ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Agreement") is made and entered into this day of 6-C-kcia. , 2015, by and between HILLS AND DALES CHILD DEVELOPMENT CENTER, an Iowa nonprofit corporation, of Dubuque, Iowa ("Hills and Dales"), THE CITY OF DUBUQUE, IOWA, an Iowa municipal corporation ("City"), and KANE, NORBY & REDDICK, P.C., of Dubuque, Iowa ("Escrow Agent"). Recitals A. 759 Bluff, LP, an Iowa limited partnership ("759 Bluff) intends to sell that certain real estate locally known as 759 Bluff, Dubuq , Iowa 52001 to Hills and, pursuant to an Offer to Buy Real Estate and Acceptance dated the 9 day of ®this, , 2015 (the "Real Estate"); B. The City has imposed certain restrictions upon the Real Estate in order to secure various grants and other "loans" made by the City to 759 Bluff. Certain covenants and restrictions run with the land in connection with the aforesaid grants and loans, all of which are secured by various mortgages and other liens (the "Liens"); C. 759 Bluff and the City entered into that certain Agreement to Release Liens and Consent to Sale dated the Ai Jkday of ,rr, 2015, under which, among other things, the buyer of the Real Estate, Hills and Dales Child Development Center, agrees to the continuation of the restrictions and covenants, in exchange for a release of the Liens, and the buyer, Hills and Dales Child Development Center, shall keep the restrictions and covenants in full force and effect through and comply therewith through and including the 28th day of July, 2024; D. In the event Hills and Dales fails to adhere to the restrictions and covenants and fails to cure any departure after written notice pursuant to the Agreement to Release Liens and Consent to Sale, Escrow Agent shall re -convey the Real Estate to City; E. This Escrow Agreement shall terminate no later than the 28th day of July, 2024, when the restrictions and covenants are of no further force or effect; and, F. The parties desire to reduce this Agreement to writing. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the following mutual terms and conditions. Agreement 1.1 Establishment of Escrow. Escrow Agent acknowledges receipt of the Quit Claim Deed wherein Hills and Dales is the Grantor and the City is Grantee which shall be held as the escrowed document pursuant to this Escrow Agreement by the Escrow Agent. Release of Escrowed Amount 2.1 Direction for Payment. The escrowed document (i.e. Quit Claim Deed) shall only be released to the City upon an uncured default by Hills and Dales with regard to the restrictions 1 and covenants (as referred to in the Agreement to Release Liens and Consent to Sale). Escrow Agent shall deliver the Quit Claim Deed (escrowed document) to the City only after the expiration of the time to cure any departure from the restrictions and covenants as set out in the Agreement to Release Liens and Consent to Sale. 2.2 Escrow Agent's Responsibility. Escrow Agent is to be regarded solely as a depository for the escrowed document transferred to it. Escrow Agent shall have no responsibility whatsoever to see that 759 Bluff and the City perform any of the terms of any agreements between them. Escrow Agent may rely upon any written directive or certification provided to Escrow Agent pursuant to this Agreement jointly by both parties and shall not be liable for any acts or omissions of any kind unless occasioned by Escrow Agent's negligence or willful misconduct. The parties shall defend, indemnify, and hold harmless the Escrow Agent from and against all actions, causes of action, claims, demands, costs, damages, judgments or expenses, including reasonable legal fees, which Escrow Agent may pay or incur in consequence of the release of the escrowed document (i.e. Quit Claim Deed) pursuant to any written certification provided in accordance with the provisions of this Agreement. Escrow Agent shall receive no compensation for services as Escrow Agent. 3.1 Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. This Agreement may not be assigned by any party hereto without the prior written consent of the other party, which consent may be withheld for any reason. This Agreement shall be binding upon the parties hereto and their respective successors in interest and pettnitted assigns. HILLS AND D By VELOPMENT CENTER 'tea 56-rized representative CITY OF DUBUQUE, IOWA By �. . Its authorized representative KANE, NORBY & REDDICK, P.C., Escrow Agent 2100 Asbury Road, Suite 2 Dubuque, IA ;,2001 an J. Kan-, -'s 'resident 2 ©THE IOWA STATE BAR ASSOCIATION FOR THE LEGAL EFFECT OF THE USE OF Official Form No. 106 - August 2013 Brian J. Kane THIS FORM, CONSULT YOUR LAWYER Return To: City of Dubuque, 300 Main Street, Ste. 330, Dubuque, IA 52001 Preparer: Brian J. Kane, 2100 Asbury Rd, Ste 2, Dubuque, IA 52001, (563) 582-7980 Taxpayer: City of Dubuque, 300 Main Street, Ste. 330, Dubuque, IA 52001 A' QUIT CLAIM DEED s ; f. For the consideration of ten ($10.00) Dollar(s) and other valuable consideration, Hills & Dales Child Development Center, an Iowa nonprofit corporation do hereby Quit Claim to City of Dubuque, Iowa, a municipal corporation all our right, title, interest, estate, claim and demand in the following real estate in Dubuque County, Iowa: See 1 in Addendum This deed is exempt according to Iowa Code 428A.2(21). Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the real estate. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural nu ber, and as ppsculine or feminine gender, according to the context. Dated: el° 10 Hills & Dales Child Development Center (Grantor) (Grantor) By / 9/tr..6 -,( kilyn i! tho f, Execut + D . ectoii r) (Grantor) (Grantor) (Grantor) STATE OF IOWA , COUNTY OF rl t.UQUE This record was acknowledged before me this AP day of October , 201 , by Maril n Althoff as Executive Director of Hills & Dales Child Develo •m,t Cen ‘IfilID '°Ir' !=s w"�"` BRIAN J. KANE Slgnatu' • of..ry Public ** Commission Number 125603 rows My Comm. Exp, JAN. 12, 2016 (This form of acknowledgment for individual grantor(s) only) Addendum 1. Lot 5 of the Subdivision of Out Lot 653A and Lot 4 of the Subdivision of Lot 1 of Subdivision of Out Lot 653 in City of Dubuque, Iowa; and the Southerly 45 feet of Lot 2of McKinlay's (aka McKinley's) Subdivision (being Subdivision of Lot 2 of Lot 1 of Lot 653) in City of Dubuque, Iowa; according to the respective recorded plats thereof, subject to easements and restrictions of record. This deed is exempt according to Iowa Code 428A.2(21). iumuimoflmuumiiii iuiiu 1111 iiuuu Doc ID: 008342010004 Type GEN Kind AMEND TO RESTRICT COVENANTS Recorded: 11/04/2015 at 03:51:28 PM Fee Amt: $22.00 Paqe 1 of 4 Dubuque County Iowa John Murphy Recorder File2015-00014226 Prepared by and return to Lisa Barton, City of Dubuque Housing & Community Development, 1805 Central Ave., DBQ, IA 52001-589-4239 AMENDED AND RESTATED AGREEMENT FOR COVENANTS AND RESTRICTIONS THIS AMENDED AND RESTATED AGREEMENT FOR COVENANTS AND RESTRICTION, dated they) t day of September, 2015 (hereinafter referred to as the "Agreement"), is between the City of Dubuque (hereafter referred to as the City) and Hills & Dales Child Development Center, an Iowa nonprofit corporation, (hereafter referred to as the Owner). WITNESSETH: WHEREAS, the City is empowered to assist in the development and maintenance of decent, safe and affordable housing; and WHEREAS, the City has been granted a HOME grant from the Iowa Department of Economic Development, now succeeded by the Iowa Finance Authority (hereafter referred to as the Authority) for the rehabilitation of rental units and is therefore authorized to administer the City of Dubuque HOME program (hereafter referred to as the Program); and WHEREAS, a prior owner, 759 Bluff, L.P., applied for and received approval for funding from the Program, and entered into a contract by and between the Owner and the City. Owner has purchased the real estate locally known as 759 Bluff St., Dubuque, IA 52001 from 759 Bluff, L.P. and agrees to be subject to the terms and conditions of the original Agreement for Covenants and Restrictions dated August 21, 2008 and recorded March 18, 2009 as Instrument No. 2009-00004989 of the records of the Dubuque County Recorder by the execution of this Agreement which amends and restates the original agreement in its entirety; and WHEREAS, in accordance with 24 CFR Part 92, the Owner and any future owner of the Project must comply with the requirements and covenants set forth in 24 CFR Part 92 throughout the required period of time as set forth in Section 1.a of this instrument, so as to maintain the housing benefits for which housing assistance has been provided through the Program and therefore protect the investment of the City and the Program in the Project, and in order to give the City the ability to ensure the fulfillment of its obligations under 24 CFR Part 92, certain covenants and restrictions enforceable by the City and the Authority must be placed on the real estate described above governing the use of the Project, which covenants and restrictions shall run with the land and be binding on the Owner and its successors or assigns. NOW, THEREFORE, in consideration of the premises and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The Owner, for itself and its successors or assigns, makes the following covenants as to the use of the Project: (a) The Owner shall comply with all of the requirements of 24 CFR Part 92 and shall own, operate and manage the Project as set forth as an eligible project until July 28, 2024 (hereafter referred to as the Term of Affordability). b) The Project shall provide the project benefits as required and specified in 24 CFR Part 92. (0) Throughout as least the Term of Affordability, the Owner will ensure that at least 100% of the HOME assisted units will be occupied by families whose annual incomes do not exceed 80% of the area median as determined by the United States Department of Housing and Urban Development (HUD) and provided annually by the City. (d) Throughout at least the Term of Affordability, the Owner will ensure that at least 90% of the (e) 090815 HOME assisted units will be occupied by families whose annual incomes do not exceed 60% of the area median as determined by HUD and provided annually by the City. If the Project contains three or more HOME assisted units, throughout at least the Term of (f) (g) Affordability, the Owner will ensure that at least 20% of the HOME assisted units will be occupied by families whose annual incomes do not exceed 50% of the area median as determined by HUD and provided annually by the City. Through at least the Term of Affordability, the Owner shall conduct inspections of Program assisted units to ensure compliance with the property standards as specified in Section 92.251 of 24 CFR Part 92 on an annual basis from the date of project completion. Projects involving less than four HOME assisted units shall be inspected on a semi-annual basis from the date of project completion. Throughout at least the Term of Affordability, the Owner shall maintain rent limitations as specified in 24 CFR Part 92 and provided annually by the City. (h) In order to ensure compliance with the covenants in subparagraphs (c), (d), (e), (f) and (g) above, the Owner shall submit to the City on or before October 31 of each year during the Term of Affordability, it certification of compliance with such covenants as of September 30 of that year, together with documentation in form and substance satisfactory to the City evidencing compliance with such covenants. (i) If the project includes more than one building, all such buildings shall be located on the real estate described above, and it such real estate is comprised of more than one parcel, such parcels are contiguous except for the interposition of a road, street, stream, or similar property. All such buildings shall be owned for federal tax purposes by the same person, and shall be financed pursuant to a common plan. 2. All of the covenants herein shall run with the real estate described herein and the Project thereon, and be binding upon the Owner and its successors or assigns, for the Term of Affordability. Notwithstanding any other provisions of this document, this entire document, or any of the provisions or paragraphs hereof, may be terminated upon written agreement by the City, Owner and the Authority. 3. Notwithstanding the provisions of paragraph 2 above, such covenants shall cease to apply to the real estate described above and the Project thereon prior to the end of the Term of Affordability, in the event of involuntary noncompliance therewith cause by fire, seizure, requisition, change in federal law or action of a federal agency after the date of making of the Loan which prevents the City of its successors or assigns from enforcing the covenants, or condemnation or similar event, but only if, within a reasonable period, amounts received a consequence of such event are used to provide a project which meets the requirements 24 CFR Part 92 and the Program. 4. Notwithstanding the provisions of paragraph 3 above, if, once the Project has been subject to an event of involuntary noncompliance, and at any time during the part of the Term of Affordability subsequent to such event, the Owner or a related person to the Owner obtains an ownership interest in the Project thereon, the covenants contained herein shall be binding on the Owner or such related person and their respective successors or assigns for the remainder of the Term of Affordability. 5. This Agreement may be amended in writing executed by the parties hereto and the Authority. 6. Except for the rental of the units in the Project to tenants, the Owner hereby covenants and agrees not 'to sell, transfer or otherwise dispose of the Project or any interest therein without obtaining the prior written consent of the City, which shall be conditioned solely upon receipt of evidence satisfactory to the City that the Owner's purchaser or transferee (I) has assumed in writing and in full the Owner's duties and obligations under this Agreement and; (ii) has the financial capacity to carry out such obligations; and (iii) is knowledgeable in the operation and management of facilities similar to the Project facilities. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of the Section may be ineffective to relieve the Owner of its obligations under this Agreement. 7 If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Agreement, and if such default remains uncured for a period of thirty (30) days after notice thereof shall have been given by the City to the Owner (or for a period of sixty (60) days after such notice if such default is curable but requires acts to be done or remedied within 30 day period, and if the Owner commences same within such 30 day period and thereafter diligently and continuously pursues the same to completion within 60 such day period), then the City may declare that the Owner is in default hereunder any may take any one or more of the following steps, at its option: (a) By mandamus or other suit, action or proceeding at law or in equity require the Owner to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City hereunder, or obtain damages caused to the City by and such default; (b) Have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; and 2 (c) [Intentionally left blank.] (d) [Intentionally left blank.] (e) Obtain a reversion of the subject real estate pursuant to the Agreement R lease Liens and Consent to Sale between the City and 759 Bluff, L.P. dated September c/ , 2015. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right to be recorded and filed in such manner and in such places as the City may reasonably request, and shall pay all fees and charges incurred in connection therewith. 8. The Owner shall cause this Agreement and all amendments and supplements hereto to be recorded and filed in such manner and in such places as the City may reasonably request, in first lien position (prior any other liens, mortgages or encumbrances), and shall pay all fees and charges incurred in connection therewith. 9. This Agreement shall be governed by the laws of the State of Iowa. 10. Any notice required to be given hereunder shall be given by registered or certified mail at the addresses specified below or at such other addresses as may be specified by the parties hereto: City -City of Dubuque Housing & Community Development 350 W. 6th Street, Suite 312 Dubuque, Iowa 52001 Owner -Hills and Dales Child Development Center Attn: Marilyn Althoff, Executive Director 1011 Davis Street Dubuque, IA 52001 Authority -Iowa Finance Authority Home Department 2015 Grand Avenue Des Moines, Iowa 50322 11. If any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or imparted. 12. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one of the same instrument and each of which shall be deemed to be an original. 13. All of the rights and obligations set forth herein shall be binding upon and inure the benefits of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto caused this Agreement of Covenants and Restrictions to be executed and sealed by their duly sworn authorized officers, all as of the date first above written. City of Dubuque Owners Lynn 'P. Sutton, Mayor Pro Tem 3 Hills and Dales Child Development Center By Its /,,a41.liax." By os/,J ic. 7AC t c`"I Its 1,--1,7101.r7 STATE OF IOWA ) SS. COUNTY OF DUBUQUE On this3q day of.M , A.D., 2015 before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Lynn V. Sutton, Mayor Pro Tem, to be personally known to be the identical person(s) named in and who executed the foregoing instrument and acknowledged the execution of said instrument to be the voluntary act and deed. Atopi ,p0 O pow* KEVIN S. FIRNSTAHL COMMISSION NO.745295 MY COMMISSION EXPIRES ,;2/A7///r Notar Public in and for State of Iowa On this day of (9G?. A.D., 2015, before me, the undersigned a Notary Public in and for the State of Iowa, Persona ly appeared ‘%4A) F T4 LL t'7 to be personally known to be the identical person named in and who executed the foregoing instrument, and acknowledged the execution of said instrument to be the voluntary act and deed. BRIAN J. KANE Commission Number 125603 My Comm. Exp. JAN. 12, 2016 4 Notary Public i : nd for the State of Iowa i►►viii►3111i►► !II!III!!!/IIII!I! IIlll►►►►ifiIIIIIfiI! Doc ID: 80002 Ty Kind: RELEASE 3OFIMORTGAGEpe' GEN Recorded: 11/03/2015 at 02:45:43 PM Fee Amt: $12.00 Pape 1 of 2 Dubuque County Iowa John Murphy Recorder File2415-00014157 RELEASE OF REAL ESTATE MORTGAGE THE IOWA STATE BAR ASSOCIATION Official Form No. 129 Recorder's Cover Sheet Preparer Information: (Name, address and phone number) Brian J. Kane, 2100 Asbury Road, Suite 2, Dubuque, IA 52001, Phone: (566) 582-7980 Taxpayer Information: (Name and complete address) Step By Step, Inc., c/o 2345 JFK Road, Dubuque, IA 52002 Return Document To: (Name and complete address) Brian J. Kane, 2100 Asbury Road, Suite 2, Dubuque, IA 52001 Grantors: Grantees: City of Dubuque, Iowa Step By Step, Inc. Legal description: Document or instrument number of previously recorded documents: 2009-4988 © The Iowa Stale Bar Association 2013 IOWADOCS® THE IOWA STATE BAR ASSOCIATION Brian J. Kane Official Form No. 129 FOR THE LEGAL EFFECT OF THE USE OF THIS FORM, CONSULT YOUR LAWYER STA Tei, 7 OCI AKS The undersigned, acknowledge that _ 2008 , made RELEASE the a certain and executed OF REAL present owner(s) of the mortgage bearing by Step By Step, ESTATE MORTGAGE mortgage hereinafter described, do hereby date of the 21st day of August , Inc. and City of Dubuque, Iowa and Recorded in the records of the office of the Recorder of recorded as document reference number day of March , 2009 , is the County of Dubuque State of Iowa, 2009-4988 on the 18th redeemed, paid off, satisfied and discharged in full. Words and phrases herein, including acknowledgment hereof, shall singular or plural number, and as masculine, feminine or neuter gender, context. Dated this 2lstday of September 2015 . be construed as in the according to the Dubuque, Iowa - . 1 NOTE: For partial release of real estate mortgage, see Form No.130 STATE OF IOWA , COUNTY OF City of 13' _..„, ,,,a1,1/' Lyrn V. Sutton ItsMayor Pro Tem DUBUOUE This record was acknowledged before me this2lstday by Lynn V. Sutton as Mayor of September , 2015 , Pro Tem of City of Dubuque, Iowa . STATE.,OF - Sigrfature of Notary Public X9.9 t a i , • .,4, . KEVIN S. FIRNSTAHL COMMISSION NO.745295 MY !S !9 EXPIRES \, \ ,COUNTY OF This i' cord was acknowledged be re me this by �\ ay of \ \ . \ \ gnature of rotary Public \ © The Iowa State Bar Association 2013 129 RELEASE OF REAL ESTATE MORTGAGE IOWADOCSO Revised August 2013 TERMINATION OF NOTES For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City of Dubuque, an Iowa municipal corporation, hereby releases, terminates and discharges Step by Step, Inc. from any and all liability or obligation pursuant . to the following Promissory Notes which are hereby paid in full and deemed terminated: 1. Note from Step By Step, Inc. (partially signed) dated April 21, 2008 to the City of Dubuque, Iowa, Housing Services Department Lead Paint Hazard Reduction Program. $56,000 No mention of forgiveness Nothing due until 4/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a "Grant." 2. Note from Step By Step, Inc. (not signed) dated May 20, 2008 to the City of Dubuque, Iowa. $208,000 No mention of forgiveness Nothing due until 8/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a `.`Grant." 3. Note from Step By Step, Inc. (not signed) dated July 11, 2008 to the City of Dubuque, Iowa. $105,636 No mention of forgiveness Nothing due until 8/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a "Grant." 4. Note from Step By Step, Inc. (not signed) dated August 21, 2008 to the City of Dubuque, Iowa. $350,000 No mention of forgiveness Nothing due until 8/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a "Grant." Email from David Harris calls this a 15 -year forgivable. Dated this 21st day of September, 2015. CITY OF DUBUQUE, IOWA Lynn V. Sutton ,Its Mayor Pro Tem TERMINATION OF NOTES State of Iowa ) ) ss: County of Dubuque ) On this 21st day of September, 2015, before me, a Notary public in and for said state, personally appeared Lynn V. Sutton, Mayor Pro Tem of the City of Dubuque, known to me to be the person(s) named in and who executed the foregoing instrument, and acknowledged that they executed the same as their voluntary act and deed. KEVIN S. FIRNSTAHL COMMISSION NO.745295 MY COM ISSIO EXPIRES /6 Notary Public in the State Iowa My Commission expires i3V/02// 1111111111111110 11 111 II III 1111111111 010 111111111111111 110 111 1111 Doc ID 008341170004 Type GEN Kind RELEASE OF MORTGAGE Recorded: 11/03/2015 at 02:45:13 PM Fee Amt: $22.00 Page 1 of 4 Dubuque County Iowa John Murphy Recorder Fle2015-00014156 STA RELEASE OF REAL ESTATE MORTGAGE THE IOWA STATE BAR ASSOCIATION Official Form No. 129 Recorder's Cover Sheet Preparer Information: (Name, address and phone number) Brian J. Kane, 2100 Asbury Road, Suite 2, Dubuque, IA 52001, Phone: (566) 582-7980 Taxpayer Information: (Name and complete address) 759 Bluff, L.P., c/o 1398 Central Ave, Dubuque, IA 52001 Return Document To: (Name and complete address) Brian J. Kane, 2100 Asbury Road, Suite 2, Dubuque, IA 52001 Grantors: Dubuque Bank & Trust Grantees: 759 Bluff, L.P. Legal description: Document or instrument number of previously recorded documents: 2008-11090 © The Iowa State Bar Association 2013 IOWADOCS® 97° \),0-k"-' THE IOWA STATE BAR ASSOCIATION Official Form No. 129 Brian J. Kane FOR THE LEGAL EFFECT OF THE USE OF THIS FORM, CONSULT YOUR LAWYER S1,. 4.' o I • S0-7 ;o�,1.:c The acknowledge it I ' RELEASE OF REAL ESTATE MORTGAGE - undersigned, the present owner(s) of the mortgage hereinafter described, do hereby that a certain mortgage bearing date of the 22nd day of July , 2008 , made and executed by 759 Bluff. L.P. and Dubuque Bank & Trust and Recorded in the records of the office of the Recorder of the County of Dubuque State of Iowa, recorded as document reference number 2008-11090 on the 4th day of August , 2008 , is _ redeemed, paid off, satisfied and discharged in full. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender, according to the context. Dated this 30 day of ,.kr , 2015 NOTE: For partial release of real estate mortgage, see Form No.130 Du uque Bank & Trust 7 By /0 te_ Wayfie R. Breckon Vice President, Business Banking STATE OF IOWA , COUNTY OF DUB1OUE This record was acknowledged before me this day of (96-122,X4. , 2015 , by Wa ne R. Breckon as Vice President of Business Bankin. of Dubu ue Bank & Trust A a 14AIWA r Afr/Z. , 40t"f't1F ; Tt , BRIAN J. KANE Commission Number 125603 My Comm. Exp. JAN. 12, 2016 gig = ure o o = ry Public STATE'OF , COUNTY OF \, \ This r cord was ackn wledged befoite me this %ay of `\ , by \ \ \ . Si,nature of Notar�Public © The Iowa State Bar Association 2013 129 RELEASE OF REAL ESTATE MORTGAGE IOWADOCSO Revised August 2013 TERMINATION OF NOTES For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City of Dubuque, an Iowa municipal corporation, hereby releases, terminates and discharges Step by Step, Inc. from any and all liability or obligation pursuant to the following Promissory Notes which are hereby paid in full and deemed terminated: 1. Note from Step By Step, Inc. (partially signed) dated April 21, 2008 to the City of Dubuque, Iowa, Housing Services Department Lead Paint Hazard Reduction Program. $56,000 No mention of forgiveness Nothing due until 4/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a "Grant." 2. Note from Step By Step, Inc. (not signed) dated May 20, 2008 to the City of Dubuque, Iowa. $208,000 No mention of forgiveness Nothing due until 8/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a "Grant." 3. Note from Step By Step, Inc. (not signed) dated July 11, 2008 to the City of Dubuque, Iowa. $105,636 No mention of forgiveness Nothing due until 8/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a "Grant." 4. Note from Step By Step, Inc. (not signed) dated August 21, 2008 to the City of Dubuque, Iowa. $350,000 No mention of forgiveness Nothing due until 8/21/23 — then all due (terms to be renegotiated) Other documents refer to this as a "Grant." Email from David Harris calls this a 15 -year forgivable. Dated this 21st day of September ,2015. CITY OF DUBUQUE, IOWA By //7` vnn V. Sutton , Its Mayor Pro Tem State of Iowa ) ss: County of Dubuque TERMINATION OF NOTES On this 21st day of September, 2015, before me, a Notary public in and for said state, personally appeared Lynn V. Sutton, Mayor Pro Tem of the City of Dubuque, known to me to be the person(s) named in and who executed the foregoing instrument, and acknowledged that they executed the same as their voluntary act and deed. owe KEVIN S. FIRNSTAHL COMMISSION NO.745295 MY COM ISSIO,N EXPIRES Notary I5ublic in the State of Iowa My Commission expires '3,2 /62 HL 295 -•IRES ilii 11111111111111111111111111111111111111111111111111111111111111111111 Doc ID 008341190002 Type GEN Kind WARRANTY DEED Recorded: 11/03/2015 at 02:47:41 PM Fee Amt: $85.20 Page 1 of 2 Revenue Tax: $63.20 Dubuque County Iowa John Murphy Recorder File2015-00014158 ,TA) -4, c 7 Warranty Deed (Corporate/Business Entity Grantor) THE IOWA STATE BAR ASSOCIATION .SS . Official Form #335 °ci.,0• Recorder's Cover Sheet Preparer Information: (Name, address and phone number) Brian J. Kane, 2100 Asbury Rd, Ste 2, Dubuque, IA 52001, (563) 582-7980 Taxpayer Information: (Name and complete address) Hills & Dales Child Development Center, 1011 Davis Street, Dubuque, IA 52001 Return Document To: (Name and complete address) Hills & Dales Child Development Center, 1011 Davis Street, Dubuque, IA 52001 Grantors: 759 Bluff, L.P. Grantees: Hills & Dales Child Development Center Legal description: See Page 2 Document or instrument number of previously recorded documents: © The Iowa State Bar Association 2005 IOWADOCS© THE IOWA STATE BAR ASSOCIATION Official Form No. 335 Brian J. Kane FOR THE LEGAL EFFECT OF THE USE OF THIS FORM, CONSULT YOUR LAWYER I'A•lr, ,.• '� I valuable • ' For the consideration consideration, 759 Warranty Deed (Corporate/Business Entity Grantor) of ten ($10.00) Dollar(s) and other Bluff, L.P. a(n) the Development limited partnership organized and existing under & Dales Child laws of Iowa does hereby Convey to Hills Center the following described of Out Lot 653A and Lot Iowa; and the Southerly of Lot 2 of Lot 1 thereof, subject to easements covenants with grantees, that it has good and clear of all liens and encumbrances, Defend the real estate herein, including acknowledgment to the context. ".4f) 1� !S real estate in Dubuque County, Iowa: Lot Lot Subdivision the estate the covenants may gular Dated: STATE by 5 of the Subdivision 653 in City of Dubuque, (being Subdivision respective recorded plats The grantor hereby by title in fee simple; real estate is free and to Warrant and be above stated. Words and phrases or plural number, according 0 U-1bc-g•-• 4 of the Subdivision of Lot 1 of Subdivision of Out 45 feet of Lot 2of McKinlay's (aka McKinley's) of Lot 653) in City of Dubuque, Iowa; according to and restrictions of record. and successors in interest, that it holds the real lawful authority to sell and convey the real estate; that except as may be above stated; and it against the lawful claims of all persons, except as hereof, shall be construed as in the sin- 759 Bluff, L.P., an Iowa limited partnership By Sustainable Projects, LLC, Its General Partner , OF IOWA **XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX , COUNTY OF By Step by Step, Inc., Sole Member of Sustainable 1rojects,LLLC By /./le %' ��---- Wayne R. Breckon , Its ;/ / DUBUQUU October , 2015 , This record was acknowledged before me Wayne R. Breckon on this D ay of as 1151d1.4-11— of tep by Step, Inc., an Iowa business corporation, as Sole Member of tain . r ro' s, LLC . Signature of otary Public �othi BRIAN J. KANE * ; Commission Number 125603 OM. My Comm. Exp. JAN. 12, 2016 © The Iowa State Bar Association 2013 335 WARRANTY DEED (CORPORATE/BUSINESS ENTITY DEED) IOWADOCS© Revised August 2013 II11111II111N111IVIII1111NIII111u111II1111INlllllllllllllllllllllllllllllll Doc ID 008341200003 Type' GWH Kind: GROUNDWATER HAZARD Recorded: 11/03/2015 at 02:47:57 PM Fee Amt: $0.00 Pape 1 of 3 Dubuque County Iowa John Murphy Recorder File2015-00001940 REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT TO BE COMPLETED BY TRANSFEROR TRANSFEROR: Name 759 Bluff, L.P. Address 125 W 9th Street, Suite 208, Dubuque, IA 52001 Number and Street or RR City, Town or P.O. State Zip TRANSFEREE: Name Hills & Dales Child Development Center Address 1101 Davis Street, Dubuque, IA 52001 Number and Street or RR City, Town or P.O. State Zip Address of Property Transferred: 759 Bluff St., Dubuque, IA 52001 Number and Street or RR City, Town or P.O. State Zip Legal Description of Property: (Attach if necessary) See 1 in Addendum 1. Wells (check one) -There are no known wells situated on this property. There is a well or wells situated on this property. The type(s), location(s) and legal status are stated below or set forth on an attached separate sheet, as necessary. 2. Solid Waste Disposal (check one) There is no known solid waste disposal site on this property. There is a solid waste disposal site on this property and information related thereto is provided in Attachment #1, attached to this document. 3. Haz rdous Wastes (check one) There is no known hazardous waste on this property. There is hazardous waste on this property and information related thereto is provided in Attachment #1, attached to this document. 4. Underground Storage Tanks (check one) There are no known underground storage tanks on this property. (Note exclusions such as small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in instructions.) There is an underground storage tank on this property. The type(s), size(s) and any known substance(s) contained are listed below or on an attached separate sheet, as necessary. FILE WITH RECORDER DNR form 542-0960 (July 18, 2012) -A015 H.15(6 5. Private Burial Site (check one) There are no known private burial sites on this property. _ There is a private burial site on this property. The location(s) of the site(s) and known identifying information of the decedent(s) is stated below or on an attached separate sheet, as necessary. 6. Private Sewage Disposal System (check one) •All buildings on this property are served by a public or semi-public sewage disposal system. This transaction does not involve the transfer of any building which has or is required by law to have a sewage disposal system. There is a building served by private sewage disposal system on this property or a building without any lawful sewage disposal system. A certified inspector's report is attached which documents the condition of the private sewage disposal system and whether any modifications are required to conform to standards adopted by the Department of Natural Resources. A certified inspection report must be accompanied by this form when recording. There is a building served by private sewage disposal system on this property. Weather or other temporary physical conditions prevent the certified inspection of the private sewage disposal system from being conducted. The buyer has executed a binding acknowledgment with the county board of health to conduct a certified inspection of the private sewage disposal system at the earliest practicable time and to be responsible for any required modifications to the private sewage disposal system as identified by the certified inspection. A copy of the binding acknowledgment is attached to this form. There is a building served by private sewage disposal system on this property. The buyer has executed a binding acknowledgment with the county board of health to install a new private sewage disposal system on this property within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. There is a building served by private sewage disposal system on this property. The building to which the sewage disposal system is connected will be demolished without being occupied. The buyer has executed a binding acknowledgment with the county board of health to demolish the building within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. [Exemption #9] This property is exempt from the private sewage disposal inspection requirements pursuant to the following exemption [Note: for exemption #9 use prior check box]: The private sewage disposal system has been installed within the past two years pursuant to permit number Information required by statements checked above should be provided here or on separate sheets attached hereto: I HEREBY DECLARE THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND THAT THE INFORMATION STATED ABOVE IS TRUE AND CORRECT. Signature: Telephone No.: (� 3s�- /%''7F (Trar,feror or Agent) FILE WITH RECORDER DNR form 542-0960 (July 18, 2012) Addendum 1. Lot 5 of the Subdivision of Out Lot 653A and Lot 4 of the Subdivision of Lot 1 of Subdivision of Out Lot 653 in City of Dubuque, Iowa; and the Southerly 45 feet of Lot 2of McKinlay's (aka McKinley's) Subdivision (being Subdivision of Lot 2 of Lot 1 of Lot 653) in City of Dubuque, Iowa; according to the respective recorded plats thereof, subject to easements and restrictions of record. AGREEMENT TO RELEASE LIENS AND -CONSENT :TO SALE 'This AgreeMerit t� Release Liens and don,sent to:Saler enterer - Into this day ofSeptember 2015. by and between 759 Bluff,. LP i Iowa Iirnited partnership '('759 Bluff) and The City,ofPubtioe, loWa„ an loWa nrimieipal Coiperation ("Ci , 'RECITALS A. 759 Bluff is the Owner of certain real estate !an: linProveinents thereon locally . '1(nO*n as 759 BluffStfea in Dubuque, Iowaand 1eg1Iy doaiko Lo t 5 of the Subdivision of ()Allot 653A and tpt4:0 the SUbtfivi*ii, Of Let l of Subdivision of Oittfat 653 in the O'typrpubc4e:lowaii and the sot:A*1y 45 t'04 yof' Lot 2 tit MeKirdey7's -4/kia MKin1ey SubdiVisiOn'(heing Subdivision of Lot = of Lot 1 f Lot 653) in the City of tibuqUe, loWa; according to the resPee,Op reOrded plats thereof 'together With any eisentents and appurtenant -'servient estates, but Subject to any reaSoriable easements of record for public utilities or roads., ,any :zoning restrictions customary fe§tiletivebov 6 -if ant s r and mineral • reset*ationS of reeord,- if any (the 'Real Estate'); . . 759 Bluff leases the Real Estate to clients and'Dales Child peVelopment „ Center an log corporation, tax exempt under Section 501(c)(3) Pf thellniernal Revenue Code Of19$6,-as amended ("HMS-, and :Daie5''). Stet, by Step, Inc:("Step ,by Step") is listed as ,agent in -such leases; :C. Hills and Dales facilitates an -aceessibleresidence for 8 persons on the Real Estate .consistent Witli the rntssion of }fills and Dales and rn c0111Pligle with thevanousrecorded restrictions and required uses ofthe Real Estate (the "Use); • D. Prior to the clients Of Hills and Dales leasing the Red Estate from 759 Muff, Step by Step, Inc. ("Step by Step"), affiliated with 759 -Bluff, leased the Real Estate to other physically challenged persons for purposes similar to the Use. However, Step by Step could not continue to afford to lease the Real Estate as it originally intended and consented to 759 Bluff leasing the Real Estate to certain clients of Hills and Dales for the Use (since such Use was also consistent with the mission of Step by Step); E. 759 Bluff intends to enter into an Offer to Buy Real Estate and Acceptance, as Seller, with Hills and Dales Child Development Center, as Buyer, for the Real Estate for a purchase price of $40,000.00, provided, among other things, 759 Bluff can produce marketable record title to the Real Estate at the closing pursuant to the aforesaid Offer to Buy Real Estate and Acceptance ("Offer") (see the Offer attached hereto as Exhibit "A" and by this reference made a part hereof: F. City has various liens against the Real Estate as summarized in that certain search from Dubuque County Abstract and Title Company dated November 18, 2014, attached hereto as Exhibit "13" and by this reference made a part hereof (the "Liens"). The Liens secure certain grants in favor of 759 Bluff as required by certain restrictions and conditions (see Recital G below); 091615 ci The Real Estate is subject to teithjn -conditUxis and reSkictienS On use imposed by that. Certain Agreernent for Covenants and ReStrictionidated „Tune 3-,-2008 and recorded AugliSi 2008- as.InStrinnern NO. 2008-00008002 of thereeerds of Dubuque County Recorder (a copy of such Ageement for 'Covenants ,and.RestrietiOnsnis ,attaehed hereto as Exhibit ''0" and by this reference made a part hereof), The Real Estate is also subject to an additional Agreement for Covenants and Restrictions dated AtiguSt 21,2008 and recorded March 18, 2009 as instruinent No. 2009-00004989 of the records of the Dubuque CourityRecerder(a copy of this Agreetnent for :CoVenantS and Restrictions is attached hereto as Exhibit '"D" and by this reference rnacie-t part hereof) (together both of these Agreements fni- Covenants and Restrictions are referred to herein as the "Covenants and ReSirictioris"); 1-1„ In consideration of Hills and Dales acquiring the Real EStateptosuant to the Offer, 'and in further Consideration ofttills 4110D4le:kgteetribitO be bound by (ovetiatits and Restrictions through and inCiuding the 28th day ofJuly. .0241fat. time tlle,ReStrictiOns-anc.). Covenants are of no f4ritlige once or area),the City itt-ordgr to carry out thoinitiil -intent and purpose Of its :4SsoCiation, with the Real EState for the benefit of 759 Blaff and, Step by Step, agrees and consents to the sale of the Real Estate by 759 B141fth'itilltsAriA-04W:ptitstiant to the Offer, provided the .'Covenants and Restrictions reniairi in effect thretigh the 28th day ofJuly, 2024; and L The Agree to reduce telt Agreeineht in this regard to writing, THEREFORE, for good and valuable 'consideration„ the receipt and sufficiency Of Which is hereby acknowledged, the parties agree upon the folleWing mutual tents and conditions: 1. Consent to Sale. City consents arid, a..geeS to the sale of the Real Estate from 732 131 -aft° Hills and Dales pursuant to the Offer, subject to the terms and conditions ofthis Agreement to close on or before the dav of 2015. 2. Affirmation of Restrictions and Covenants. Hills and Dales affirms and acknowledges that the Restrictions and Covenants (Exhibit "D" of which is revised by Amended and Restated Agreement for Covenants and Restrictions attached hereto as Exhibit "G"), for the benefit of the City and anyone claiming by, through or under the City, shall remain in full force and effect through and including the 28th day of July, 2024, at which time such Restrictions and Covenants and any other restrictions on the Use by Hills & Dales, shall become null and void and shall terminate and be of no further force or effect with regard to the Real Estate. All parties agree that the Use is fully compliant with the Restrictions and Covenants. Hills and Dales agrees to sign the Revised and Restated Agreement for Covenants and Restrictions in favor of the City at the closing hereof and file of record such instrument in first lien position, 3. Release of Liens,. City hereby agrees to release all of the Liens (or any other liens in favor of City with respect to the Real Estate) at the closing of the Offer by appropriate releases of mortgages or a termination of financing statements and to sin a termination of all existing promissory notes in the form attached hereto as Exhibit "F" or otherwise in order that 759 Bluff may produce marketable record title to Hills and Dales at the closing as set out in the Offer. 4. Richt cfReverSiOri, Should Hii1 and Dales fail to. CoMply with the Exwipfioo and Cos 4iants at any time and. after the ci9sio.:pyrsuant to the Offerthrough andinciuding the 28 day of July, 1024, City afi:er' written notice to Bills and Daies'afloWing 30 days- to 'cure any such 'breach ofthe Restrictions and CoVenants, haS the right to detnabd the reVerSibrisif the Real Estate to the City. The parties agree to escrow a quit claim deed from-Rilis and Dales to City pursuant to the EsereW' Agreerrient,attaehed as Exhibit "Eu with Kane, NorhY-84,:Reddifek, the escrow' agent (at no cost to any party) to secure thiS reversion. After the:28th day of J'uly, 2024, the reversion shall terminate and be of 110, further force or effect, Consent. Step by *p:li6i-Oy- 6idenceS,theirconsent to this kgohhieht by the sigriattes. -of tett: 1etteseht4ti.yes.set out baOsv;. 6.'Miscellaneous. The -'patties agree thai This gr-cwhiehl: shilltiiiyling•-'upph and enure to the benefit of the parties and their,respective snecessors in interest and -asSignS, [f -any portion Of this A$tepipentifs;:fOnUd to be enforceable any reason, the rt.er44.ioao-:thoricof 0.411'- tetriain in full force and effect This Agfeethertt may net be attended o*cer4 by an instrument ih writing signed by all of Ole parties hereto and consented to by the Same parties who have signed tlns Agreenient..- This Agreement Shall be overs by'and Construed in accordance With the laws of the Stated 4'yvia. Dated this 21 stdaybfSeptember '759 BLUFF, LP By; THE C TY OF DUBUQUE, IOWA 7 By: STEP BY STEP ,741.44- Sfet-R-But4;44-ayeT Lynn V. Sutton, Mayor Pro Tem By: EXHIBIT "A" 8eenttached Offer to Buy Real Estate and Acceptance, TI fraWA,ETATETEARAREbciAncii4 Oirf6fai Porn 4. ' .1, I :(NPNRESIP 4061 N''1/4' TO: • 35 a luffL1, an Iowa Urnitetl partnership, The ;Undersigned .BUYERS -hereby offer to buy eild the sell the reel proPerty CitUeted in Dubuque County Dtibtfatte, lowa52001 Brian J. Kane •I Pee LieAL EFFtGT oe Tuststor THIS EORkt, CONSULT YOUR. LAWYER OFFER TO BUY REAL ESTATEAND ACCEPTANCE ENTIAL4 (Sellers) undersigned SELLERS by their acceptance agree b Iowa, locally known as '759 Bluff Street and legally described as: . . . Lot 5 Of the Subdivision of Out Lot 655A 'end Lcr.4 girlie SubdiviSlOn Of Let 1 OfSubdiVisionefOut Lot 653 in the CityOrpubutitte; lowa;; and the southerly 45 feet of Lot 2 a ffrICKinlay's 014 McKfrileY's,'SttbdiviStort (be n SuladVislOrfor.L.tit2 iirLat 1 -ofj.,4 653) in the city:of Ottlitique, InWxaceordins ta theitvediye. reorded plats threat. _ . . ... . . , .. . , together with -any easements endappurtertant seniterd estates, but sObjeotto any reaseriablaeasements Of recordfdt public utilities or roads 'any :zoning restactions'oustornaty reStriOtivta -Covenants and Mineral „reserVaildria of , . . , record, if any.. herein- referred to as the '.Property,' upon the -following-ter:Ms and obilditibhS provided Ellikt'ERS, On POssestionare perniffte„d to usethe Property for oorifirate,ekisting residential tigeSbYtO.Yer(DuYer is 0-reeently' . .. , . . , . ..„. the teriant otthe PrOperty) -. 1, -PURCHASE PRICE., The Purchase pride shall be 40000 00 and the Methedrif payment Shall be as follows: -$ 1,060.00, with this :offer! to be deposited open .acceOtarbe of this,Offer and held in frust by Kane,-NOrbY a., Reddicki PC Trust Account ' , - - as eaest - - .rn.. triOney„,t6ba 'delivered to the SELLERS upon per-formance of SELLERS 9611041dt-it ilid,satistaatiOn Of .61,JYERS . , , „ . . . t onttagenarea, if any; and the balance -of the 'OUrctiate 'Prfee, at follows:. the -balance ofthepurchase'prite, 539,000, shall be paid in full at theCloSirti(define4 below). REAL ESTATE TAXES, Sellers shall pay real estate taxes torated to the date oCIosng (defined below) arid any unpaid real estate taxes payable in prior years. Buyers shall pay all subsequent real estate taxes. Unless otherwise provided in this Agreement, at closing SELLERS shall pay BUYERS, or BUYERS shall be given a credit for, taxes from the first day of July prior to possession to the date of possession based upon the last known actual net real estate taxes payable according to public records. Ffowever, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the date of possession, 3. SPECIAL ASSESSMENTS. A, SELLERS shall pay in full at time of closing all special assessments which are a lien on the Property as of the date of acceptance • AColkaibitokicfb0(Xxiheit)ARkkgix*gogkeodtk>tiaRxRPARitittICeNktftine,Ntddx§COOLII xx)=0sP,,,MottstAptictxvootidncxxxibsxiicquOixfout,xx\ifoult tir; a. tOGg X)Cdt=tft204t0 X NMIXXXICOreCtX 44.1101V 4) 0 le ittry0t X C. All charges for solid waste remoVal, sewage and maintenance that are attributable to SELLERS' possession, including those for which assessments arise after closing, shalt be paid by SELLERS. 8, Any preliminary or deficiency assessment wh ich cannot be discharged by payment shall be paid by SELLERS through an escrow account with sufficient Funds to pay such liens when payable, with any unused funds returned to SELLERS. E. BUYERS shall pay all other special assessor tt) rhe lowe Slate Ear Assccatton I OWA OT,ICUt EXHIBIT nts ar installments not payable by SELLERS. tfer to Bine Real Estate 3 ncf AtaaPtanca (Nonrestdonuai) Ra.tised June zow 4. RISK,OF`LOSS ANti, INSURANCE. SELLERS shell bear the ft otosing or possession, whichever first occurs, SELLERS ;agree to Ma porn haSe additjrsfral Insutapce, in the 'event of itbstantial dal a e -o( Shell tie 11,011 a.n l void; rbvtdedk howe�,rer BUYER z shall have the opt' Insurance proceeds regardless of the extent of damages„ The ptoperty sit to Property. on to g rnspiar e and •BUYEt a niay prior to,:ciosing, thisAgreetnent inpicte the ctosi g and receive be deerrted st bstantiallit darnaged Or destroyed if it cannot be restored tails presentcondition on or before the ck &nig date, 5. PQSSESSION AND CLOSING. if BUYERS timely perforin all obtlga:tans, possession of the Property shall be delivered tb Buyers en Or befo e October 2015- , and any adjustments of rant.'insurartce, interest and all charges attributable to the SELLERS' possession shall be inade as of the date of possession. Cloy€reg shall occur after the approval of title lay BUYERS and vacation of the Property `by ;SELLERS;, but prior to:possession by BUYERS.. SEL,1 Et S agree to permit BUYERS, to inspect the Property within ''I '. hours ortorto dosing toassure that the premises are In the condition required by this Agreement, If possessian.is;givert one day other than closing, the parties sha• ft,'rnake e separate agreement.+ ith,.adjustmants as:esf the date of possession This transaction shall be considered otoserit. A. Upon the delivtyy of the title transfer documents tri BUYERS ari,rece€pt of alt funds then due at ctoaing frr?m BUYERS render the. Agreement'. x XX. G( E@t %ft�r nae i.; a r�cii ai' J{4 x X 3SiS x 3C C i �4x CX f 4X X C X4 x .' •FtX 't,.7RES. included with the Property shalt be all ti ittrrea tool lrrtbc ally leclort, or aie,a part c!f the real estate, whether attadhed rsr detached.: Also included shall be e falfowirrg: Ali. a } liarzcesr win dew treatments is and all ti tures on the Property. ng `items shalt no t be Inciued: %dan.e, NCITiON Of PROPERTY. The -property as ofthe date`of this Agraernrent,'including buildings, grounds, arid' provernerits, Will be preserved by the SELLERS to its present dendition until possession, ordinary wear and; excepted. SELLERS rnake no warranties, expressed or implied, "as to the condition of the property;, lxx sB t ikIc tCvats t xract Once Rxbrirtk tl lirxx xxxx,X4r czerc ScINtlytiat: s. 4iNtiV4 Ott`,ftcixxxxxxx>ripcxxXM).0 xaocxXxxxxxxxxxxxxxxxx B. (If "A'` is stricken) Within 30 ,days after the acceptance of this Agreement, BUYERS may, at. their sole expense, have the :property inspected by a person or persons of their choice to determine 0 there are any structural, mechanical, plumbing, electrical, environmental, ar other deficiencies: Within this same period, the BUYERS may notify in writing the SELLERS of any deficiency, The SELLERS shall immediately notify the .BUYERS in writing of what steps, if any, the SELLERS will take to correct any deficiencies before closing. The BUYERS shall then immediately in writing notify the SELLERS that (1) such steps are acceptable, in which case this Agreement, as so mod•fied,, shall be binding upon all parties; or (2) that such steps are not acceptable, in which case this. Agreement shall be null and void, and ariy earnest money shall be returned to BUYERS. ABSTRACT AND TITLE. SELLERS, at their expense, shall promptly obtain an abstract of title to the Property continued through t xraxa• . ;A a r0nOnt, a date within 30 days or Closinit and deliver it to BUYERS' attorney for examination, It shall show marketable title in SELLERS in conformity with this Agreement, lows law, and title standards of the Iowa State Bar Association. The SELLERS shall make every reasonable effort to promptly perfect tette, tf dosing is delayed due to SELLERS' inability to provide marketable title, this Agreement shall continue in force and effect until either party rescinds the Agreement after giving ten days written notice to the other party, The abstract shall become the property of BUYERS when the Purchase Price ;s paid in full SELLERS shall pay the cbsts of any additional abstracting and title work due to any act or emission of SELLERS, including transfers by or the death of SELLERS or their assignees. Unless stricken, the abstract shall be obtained from an abstracter qualified by the. Guaranty Division of the Iowa Housing Finance Authority_ SURVEY. If a Synre.y is required tindWa-Cpda pheot erldteOi'county ordinances, SELLERS shall pay the casts Thereof- BUYERS Mayat BUYERS :expense Oen- to .40sing, have the property surveyed arid cArtitibdh.Y. a registered land sunteyon., ....„,,,,,,,,..___•,_-• .'.,,, f the euwey ShewS an ef.,. . . pi-ga.chrnent on the Propran erty i any improvernents locpte4ort Op Property encroach on lands of others the olicro6thrripraselaftbe treated as a title clafett., ip, -et4,v1FRON:MENT"k.L. Ntiv-.r.ft,s . A ., ,. ,. SELLERS to the hog of their kneWledge.*K1 belief- that there are np abandoned wells, solid waste disposal •sdps hazardous'wastes or substaribes, or -underground storage tanks , . located on the Property. the Property.doaa not .toritain levels of radon gas asbestos or Urea- , forinafc#,hYde ffi4rriihAt.jigitiOn which•teRut0- l'elliediatirdin under Current governmenta1 standerde.,',., and SELLERS have 'dons nothing td,:contarliinala- ;the Property With hazardous Wastes- 'or. eubeteriCeS, -seo..gk.$ whitantithet the - 'property ,IS not SUbject to any:local, State or'federal . . judibial or administracve action , investigation er Ond.er,„-as the case Tway 1-,1%rENereittig wells, sot - . _ • , .., , , • WaStediSPOSal, eitPS, hazardous Wastee•orSibetances or underground Storage tonks, 'SELLERS shall .01.p..Iii,ovi_ .54 tiory:Epottt .1?,,o,orl),,..,'6.x, cwte.1(3F4,01jNPWATEFt-HAizARD, •Srevit kjttiNtr Showing 04 welt* , soliCt-WaSfe .disPosaLsItes hazarcfotts *Sates aurioergrou nd ,hd storage tanks ‘, ,•., — . L.•arrtheiPraperty Onleas:disbideed. here: PlPfig;. . . . , BUYERS .ma/ ecttietelexpe6oe, within 30. days thedate of aceeptande,.:Obtain ,a roped front a qualified engineer Onbtherperaph qualified tri the existence or hatUreof any hazardous materials SubstanbetecOnditiohs orwastes Iodated on the PropertY,, in the event any hazardous materialsaubStances, Conditione orWastesare disCovered on the Ppapprty, BUYERS obligetioh hereunder Shill be _Contingent -upon the removal of such -Materiels IbbstanCes, conditions -or wastes or -Other- rpeOlution of he matter taasohably ,satisfaelen/- to EWERS, However, in the event -SELLERS ere ` ,required t� expend any sure in eiCess $0.00 to -remove any haz-andou,s Materials, si.tbsfarices, -conditions pc Wates, SELLERS shall have the option tri bencpi this transection and rofund to BUYERS ,a11 earnest motley paidand declare this Agreement -Obit:and Void. The expense of any inspection shall be paid by BUYERS, The expense of .any action necessary to remove or otherwise make Safe any hazardous material, Substances, Conditions or waste ,thall be paid by SELLERS, subject to .SELLERS right to cancel this transaction as provided abVa. rrantv 11. DEEP. Upon payment of the Purchase Price, SELLERS shall convey the Property to, BUYERS by daell, free and clear of all liens, restrictions, and encumbrances except as provided in this Agreement. General warranties of the title ahaff extend to the time of delivery of the deed excepting liens and encumbrances suffered or permitted by BUYERS. 12. JOINT TENANCY IN PROCEEDS AN IN REAL ESTATE, if SELLERS, immediately preceding acceptance of the offer, hold title to the Property in joint tenancy with full rights of survivorship, and the joint tenancy is not later destroyed by operation of law or by acts of the SELLERS, then the proceeds of this sale, and any continuing or recaptured rights of SELLERS in the Property, shall belong to SELLERS as joint tenants with full rights of survivorship and not as tenants in common; and BUYERS in the event of death of any SELLER agree to pay any balance of the price due SELLERS under this contract to the surviving SELLERS and to accept a deed from the surviving SELLERS consistent with Paragraph 15. X)QO�XXXYX 15. USE OF PURCHASE PRICE. At time of settlement, funds of the Purchase Price may be used to pay taxes and other Hens and to acquire outstanding interests, if any, of others. - 3 - (XXXXXXXXXXX XX X ,X'SXX)(X X' 17,. REMEDIES OF THE PARTIES,; A. If BUYERS fait to amply peifnr this Agreement, SELLERS may forfeit It as provided in the town Code (Chapter ,BSb), and ail payments ,nada shelf bp forfeited; :or.'at SELLERS` option" upon thirty days written notice of Inter tion to ac elerate the payment of the entire balance because Of Bt -J ERS`,defa it (during which" thirty rya's the default is not cdrrccted),, ELLER may declare the entire balande rrrltnec rateiy due and payable, Thereafter this Apreernent May be foreclosed iii. ;equity and the- Court may appoint a 'receiver,. 3, ,If SELLERS' fail to Irmely perferrr tris Agreerri nti BrJ' l i x have the right to have all E�aymerr: Mader turned. Q thea,._ _ t #ER3 and EL;EFlS„are els° entitled to uTthz"e,aryy am air crit .4:4)S - Jo equity 'oitablo tci threw and the previa tine, parties shail,be entitl.od era ob.” =andattorney leek 18. NOTICE. A€ ' rrotirre u-ndcr this Agreement steal} be in writing and be deemed served when it is deiivered by personal cialivery car,,sailed by Certified malt addressed,to the parties et the addresses given below, ia. GENERAL PROVISIONS in the perferrnahbe of each, part of this Agreement; time shalt be of the Failure to promptly assert rights herein snail hat, hei.yeV r,'be a war=her of si;cn rights, or a waiver -Of errany 6 subsequent default. 'This Agreement shall apply 'to. and bind the successors in interest of the parties. "Tris Agreement shaft survive the closing This. Agreetent coma€n* the entire agreement of the parties and shalt net be amended except y a written instrument dirty J ihad Soy ELLER and;BUYERS; paragraph headlrgs are 'fat convenience of reference and agate not limit or affect the waning of this Agreernent Words and phrases herein shall be construed: as in tb.. &irrgutar or pith, hal number,, end as. masculine, feminine or neuter gender a9cordin9LP the context 20, NO REAL ESTATE AGENT OR BROKER. 'Neither party has used the servree of a reatestate Arent orbrctcer in connection With this transaction 21, CERTIFICATION. Suyers ,and milers reach certify that they are ,rat acting, directly or indirectly, far dr tan behalf of any person, group entity or nation name by any Executive Order ar the United States Treasury DJepartrrent as a terrorist. 'Specially Designated National and Flocked Person" or any other banned or blocked';persen, entity, ,talion or transaction pursuant to any law, Order, Nle rr regulation that is enforced Oradministered by the Office of Foreign Assets Control: and are not engaged in this transaction, directly crr rndire,:,tty on behalf of, any Such person, group, entity or nation. Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, Tosses, risks, -liabilities and expenses (including attorney's fees and costs) arising from or related to my breach of the foregoing certification. 22 INSPECTION OF PRIVATE SEWAGE DISPOSAL SYSTEM , Delete inappropriate alternatives below. If no deletions are made, the provisions set forth in Paragraph A shall be deemed selected. A. Seller represents and warrants to Buyer that the Property is not served by a private sewage disposal system, and there are ne known private sewa.e disposal systems on the property c. 23_ ADDITIONAL PROVISIONS. See Addendum AGC PTANQ jiY4,em ,ac00t0d, •this AMreernent. •shad become a±hinding.'Oantract If ttn , ac ettd enc dhh eared Id Bt R5 on.:or before tie day of Chas. Agr eederat sklell be null and void and all finents made shall be returned irnrnerltate?y to BUYERS If -..abbe.., ptad by SELLERS et a later date and atceptenoe ie satlefied id �r ruing. than this contract u6hall be vaitd and binding. Accepted , 2.014 SELLERS 759 ma Print:Name 5s. Address Te e hdde Agreed t©a td Consented by Step by Step, Inc.. Be Date at theti-2ed p uve Datad ;2014 BUYERS t-Iilis & Dales Child' Development Lente ltt Authorized epreserttatwv x { X {3fiXXXX} XXXXX ;Fruit t ldrna Address Telephone- Addendurt Addenduin I (a) .Seller is thelandlord and Buyeris the tenant pttrsttantto an -A.Ni.Stirtg lease as tenant leases the en tite.property from. Seller as landlord, which leaseslitill terininate as of the (b) seller intends to PaY in full that certain Real:Estate Mortgage Secpring.a note fbr funds loans by Dubuque flank & Trust Company- to Seiler pursuant to a tonatnietionmortgage dated JUly-22„.20()$- ad recorded August L 2008 as Instrument No,'2Aiogo(01, 109Q of the redordn of the Dubuque Count y Recorder, as efl a that -6;eitain Asst..tfun.ent of Rents by and between thesante parties and dated July 22, 20O andreCorded August 4tIonas .1.0strOment No,. 20084)0011091 of the recotd4 -Af the Dubuque 00.141t3rReOcird4', thc Present balance of which i. $ ($ per diem front and After the da' of hily, 2914). , . (c). conclitiOa of this Offer to BuyReal Estate and AncOljtance-is that Seller shall have obligation to. repay any other note audfOr mortgaze or other .lien Ofany 'dna or nature ).;-ciith ...reaardto the PropertV for any purpose, at -any time front and after the date hertotnrising -out of or related to this Offer to Buy Real Egate .a04 Acceptance. (d) Buyer acknowledges that the Propert. shall continue to be used for low income 'lousing purposes, as it has been in the past consistent with Buyer's current us e of the Property as a tenant, -from and after the Closing as long as required by any applicable poliucal subdivision, agency or other organization. (e) Condition. This Offer to Buy Real Estate and Acceptance is subject to the approval by the City of Dubuque, Iowa and the forgiveness Of any and all debt loan.ed by, secured by or guaranteed by the City of Dubuque, Iowa in connection with the Property with respect to Seller or Step by Step, Inc., whether pursuant to ally federal, state or local loan source. (f) As of and after the Closing,Buyer shall accept the condition of the Property in "as is" condition. Buyer is not relying upon any representations or warranties or Seller not set out in full and writing herein. (g) Each of Seller and Buyer acknowledge that Kane, Norby & Reddick, P.C. has (and may continue to) represent each or the parties hereto with regard to other matters and that Kane, Norby 8. Reddick, P.C. has acted only in the capacity of scrivener with respect to this sale and purchase and does not represent Seller and/or Buyers in any other capacity with respect to this agreement. In the event that a conflict arises between the parties hereto, the parties acknowledge that Kane, Norby & Reddick, P.C. cannot represent any party hereto With respect to such conflict, The parties hereby consent to Kane, Not b' & Reddick, P.C. acting in the capacity of scrivener with respect to this sale and purchase and acknowledge that they are free to obtain separate legal counsel with respect to the matters contained herein. 93" See atIacibed Dubuqu OD unty Abstract and Title Company 'search dated Novethber 18-, 2014. -2014 TUE 2, 24 UE 00, 118 °iR O DX .K , . ... 2703 Ft 01 trBUQUE COUNTYTRACT, T.& Trr a COMPANY ESTI .ACTS OF TIT _. T DEPg n 5631583-45381 A 5634583=2705 30 IOWA STREET P.0,B.O 560 D 31 ' 1t3E, IOWA 52004-0565 Tith Guara t,' Di:visiau Member MQ. alO9 d i 'Eli, President COQPER, Vice Presid rit K SiKEivm,.Secretary SA WVEL, Asst Scurvy/ "Oct' 13, 2 Ie, Nrr.cyctdil, P C`4, . 2100 AsburyRoad, stdte 2 Pubiuque; IA 52.001 091 Bri RE: 759 III ,May Caneern1 We have this date made a searoll oto records ofDubu`ttue Coan the ShhdiViSiOn ofOrut Lot 653A and Lct.4 ofthe Sabdiitision o Out Lot. 653 in the City of Dubuque, a*,pax and the Sontherly 45 MOKinlay's OfkalvICKinley's)-SUbdivisiein Subdivision of 653) in the City of Dubuque, low; aecorrdin to tl e reeerded plat 2008,l..itl to which rests in 759 Bluff, x ` In the Office of the Recorder, 1Jt buque County, Ic Agreement for Covenants and Resta-talons as Instil Attached For Your R.efereuce) 4 a, as to Lot,5 of of SUbdivision of ofLest2 of 4, 2007 there vas filed an . 2008-8002. (See Copy Phe Mortgage made and executed by 759 Bluff, LP,, to Dubuqu Bank & Trust, dated JuIy 22, 2008, filed August 4, 2008 and recorded in the Office ofthe Recorder, Dubuque County, Iowa, as Instrument No. 2008-11090, given to secure the sum of $670,000.00 remains unsatisfied of record. The Assignment Of Rents made and executed by 759 Bluff, L.P., to Dubuque Bank & Trust, dated July 22, 2008, filed August 4, 2008 and recorded in the Office of the Recorder, Dubuque County, Iowa, as Instrument No. 2008-11091, given to secure the sum of $670,000.00. remains unsatisfied of record. Thee Mortgage made and executed by Step By Step, Inc., to City of Dubuque, Iowa, tji ougb its Housing & Community Development Department, dated August 21, 2008, _/fled March 18, 2009 and recorded in the Office of the Recorder, Dubuque County, Iowa, as Instrument No. 2009-4988, given to secure the sum of $663,636,00, remains unsatisfied of record. Noch251.014 01$:;fRii. J10„ 53 ;583 Iri the Office of the Recorder, Dubuque ?puny, IoWa, on Mara. i. 2009 thee was filed AgreampatFor Coyenants1.4aidRestrictionS as lustrtimerelgo 2009,4949, (See Copy Attadited For Your ,Reference), Real Estate Taxes on said premises' are paid for fiscal year 2012-7,013 & fOrprit4 Years: V2 paid for fiscal year 2013-2014. (Assessor's Code No 1025207017). Except as aboYe phos yr; futri40114s4t4aect tiiO4age4,,i'Llttatents, special ;assessment% tax friechinicAliens or lrieh's pr any. Icipd'advere. to the title -to the above 4eserlhed real estate or agallist'the abojenattled owtieTs: P.espeetfully st)brnitteci Pbyfiis W Cooper President is DIIB UQU 0(1 T Nov, lotby ec1 2014 Briar. I(anc. TOT FM F10F 563, 2709 P, ,. 1 UJ3U G TT'.A ` .0 TITLE, cOMTA , R3D Ion atreet,—i)ub clue,Tawa 52.0014..E11,3. O, Box',$6 L ubu iye,..To ra a2 04.0x6, Ph a se 563 5 33.4538;17:.#;$67.3...03.-.2709'5. . 4 ,LE'TAT • CcRDI GFT A.3STRACT.. aSubd vision of Out ut 653A pig Tat . 8..00 dMsi o Lt0t of ubdivislnn of653 ti City of Du1 r r , Tows,ia outi er1y 4 feetfLot. of1VR 1a (eta s " x uubt yiion be% g be isron of oti raf at 653) irig,e 0. j.ty. plit5-1441q 759 I 71911uf L x -014; 0 1:10Ih25-014 PAel PN puBmg CO, ABSTRAGT 140,' :553 ,583 2799 F 04 WARANTY DEED r: pRpomTE ftAtfitRy TR4 IOWA ATAlt IiikkAgp4Kfujit _ - , Otft4rpi F nn 4o 104 - - Rep:t1tdbetc-04vprpfle0t, Preperer nforrnatiOn; {tilatne, eddreaa 'and Fitibilqnctrt141 • 12p414M,..117eniy, -40 SecUtity Bldg.:, 151 Wt lith SL;pubeque,O.:-5.Q01,1'8ceoz (5 5564191I enopt902.866-602 Tice: grt.4 Ro0Orded n2/04/2000 File2008-00001500 orit lagq-4o o 1 of Revenue Tekt ktg74A9 -2 Dubil'quii:tpuntv;luve - Kattnv FI'Ven.ThuNew fie6nrr4en ifi02.00$-QQ001500 TaxPaYOr Inforrn4tIon: (Nan!andcomete dildre5s) 'Step By Step, Inc, 15 W. 9tb, Dubuque, IA. 5201 Return Document To (Name and complete address David L, Clemens, 2080 Southpark Court Dubuque, TA 52063 ntors: TM Cc. Grantees: Step By Step, Inc. Lege description: See Page 2 Document or instrument number of prov usly recorded docu Tha Iowa a1rsta *Ilan 20CS IDWACCC_531 File Number: 20 0001500 CA,L>crY1 5-2i 'T o Pf£l DURUQUE : 0 R89TR 2709 gra STA snsw Oral bra. 104 FOR THE CAUL EFFkG? TrtL FWUI C.a.USULT WARRANTY I.. GEC (CC PoRATSGERAIw am For the sideration of On and ether valuable cans TF"l Co. a c;crparatfon organized and existing untie Iowa does he b j envoy to d scrlb d neat slaty n ubdivisi n o Out Lot 6 ofDul ugue, lb a; and g Subdivision of Lat 2 ve recorded plats there rbdiVisipn of gut aka McKinley's) Gra according Teacerxucrtxag this deed on heal' oe Tim granter is T M Co, that<TE co,-laart is ra c erred to as IFM, Co.;that with respect to the i me c rporat c tn; ostial the core ct time a 'thy as The Corplon estate by tide the real estate covenants to Werra, be above stated. rrcet neon* tithe areby covenants with grantees, and succes�... Implls; that it has ;good and ravfii! authority to sell art and clear of ell hens and encumbrances, except.- as and Defend the real e$ta[a against the lawful claims of Words and phrases heroin, including acknowledgmant her plural number, according to the context. Dated; that it nvey the rent estate;; that e above stated; and It erns, except as may of, she?) be construed as in the singular or STATE 0" I©WA This Instrument was acknowledged b by Thomas N. Thnrnosan as V'c Thomas i<t, Thompsdn, Vice President Title Sy Title OF D Q JAYNE A. BAUSCH..., CC3,MIht!ss:ON No. 184473 MY COMhMlSSION EXPIRES TharvuaS44li IOW QC! -,:d? File Number, 2008 1iC100j 800 Seti: 2 .N0V252O14 TUE i227 .fli..,Dua.u.Qtg 00, -(10nR40T, FX NO 553 583 270 N-$,104 ++, 10111171ll J1111111111111111 111111111111 006030300003 T tiEN r ID' op , vpd. Fl000rcied; aE3/04/20as [It 03:55:04 Fee Ann: $2740 124s 1 af 3pj Rivenue TAX: 00.00 Dubuque COUntY 19%44 -Kz4thY,Flynn Thur,low RetOrdar I F1'102008-00008001 _....- ,..- WARRANTY DEED IrORPORATE ORANT0R) , THEIOWASTATERARASS001ATION itbm A09* - ' ' OttiPlat Farm tiale4 Recorder% cover Shoat • , Preparer Information: (Name, address and phone number) • • David L, Clemens, 2080 SoUthpait Court, Dub,ugne, LA 52003, Phone: (sal) 81-2926 Taxpayer inforrna Pon ; turn and tornpleta address) 759 Bluff,'1,„13,, oh?: Satah id�I j2W. 9th &Teat. Dubuque, IA 520 Return Document To: (Name and comptote address) David 1.„ Clemens, 2080 Soubpaik Court, Dubyqua, 582-2926 Grantors: STEP BY STEP, C. 52003,P One: (563) Gra nteea 759 Bluff, 1,, , Legal dosoriptIon: Sep Page 2 Document or Instrument numberprey usly rcorded documen ts: frilier 'itzaa airAMr1 2, wAccc FiIe Number: 20 ,HOsb-25-2 iI4 TUE '27 UBuQ.0 cO, aBSTR, 1i , Ci 2709 r' zp pi -412 ef AA on otxr� t��,10� .'For the constdaration ct N Ppttar(s) and other Valuabta. Wieldsr TEP BY STEP n organized: an xiStirtu olio dasziribed calf estati ine CIBII �_ e SubdiVisiprt 0 .0itt Lot 653 nd Lot 4 o ., Suudiyi�s it" ofDubuque, It wa,n;arsd ly 45 1-46t. of'Iapt lug Subdivision ot7 Lott o Sot 1 DfLot 653.E in the c000rdedpist thereof .. roti 6 Subdivisi to, the respef NO TAiqs but IT'ANT T The Corporation hereby covenk estate by title In fee airripla; that 11 the real estate is free and clear of covenenfa to Warrant and Defend the .be above statedd. Words and phrases heri plural number, according to th 2.8A (15) with grantees, and successar5 in tntarest, that "cod and lawful authority to'sell and convey the hens and encumbrances,. except as rna; ba ahoy_ gal estate against the lawful claims of ell persons, excep ng acknowledgment hereof, shall be construed as In the s STEP BY. STEP,. INC. s(n) Iowa corporation. STATE OF IOWA By CouNrf OF s H DAVIIJso ; F This instrument was acknowledged before me an by, SARAH b rDSON as PRT;�ipPNT cf STEP 1W STEP 1TTf' FERNANDA D, K114141Efi CarrxrisslOn Ncintler 741997 My Commis -len Expires Jul', 31, 2009 759 BIuf Desd528QB WARRANTY GEED (GD File Number, 2008.00008001 Seq. 2 NOV725-2. 14 TUE, 12"..28,Pil Plgo 3 of 3 0, ABSTRACT FAX M0, 563 583 2709 STATE OF IOWA COUNT'OF •Dt This instrument was ackno by SIJSAN LAWLER AtiDA P. KRAMER Cop -mission Number 741997 , My-Caminission Ex kg .0- 'Jul 31 2O STATECOUNTY OF Thia instn.irtioritVai acknoMadgad before me on - ' as of STATE aF COUNTY OF This Instfarint WaS ocknowlodged rema on as of P, 08 110t0IY`PUbt1c STATEOF COUNTY OF This Instrument was acknowledged botare me on by as or No try lie File Number: 2OO8OOOQ8OQ1 Seq: 3 ,!UE. la 8P11 DUUQUE CO BSTRAeT FX HO 63 5alq:2309 - ' 11111E111 1111111 11[1! II IL 11311 HE I pi;0 ID; One030400003,Tcoo: GM . • r naoOrded ,08/04/.1ona irc 03:33:33 NI f Fag .617k00 Pogo 1 of 3 I .Dukoouo• Gounty10,44 . Kathy nvart Ihuriovi Re cordor F14.ki: .008-00008002 owed ttyr am* 4 Trirq , 0 -Pit .61'4,K9ft i3.9r.&41- PrAtok.,ft.1- - -AortErmEra EOR AND ft*SIBIctoN8' Effectve Dte: une 2008 'LEG' AL DEscR1rri014--- Aliachmerit-A THIS AGRB 1- FOR COVEI4A14TS Alb REsymplioNs bet-wamDubtque. Bank & Trast (the 'ApplicattiMember-"),.75 Bluff L,P (the "Ownell and Step By Step, Inc (the "Spattsor"). (The Applicant/Member Owner 'and Sponsor are jonifly referred to herein, as the "Parties" and individually as the 'Party') WHEREAS, the Parties and the Federal Home Loan -Elea -of Des Ivloines ("kiLIKINP) have executed an Affordable 'Housing Program Agreemait Por Rental Project (Direct Subsidy) (herein after the "AlIP Agreement") dated June 27) 2007 NOW THEREFORt, in consideration of the premises and for other Valuable consideration the receipt of which i hereby acknowledged, the Parties agree as follows; 1, The Project's rental units, or applicable portion thereof, must remain occupied by and affordable for households with jimmies at or below the levels committed to be served in the Affordable Housing Program application (the "AHP Application") for 15 years from the date the Project is completed (the "Retention Period"); 2. Tie PTil..,BDM or the 1+pplicatitThilernber shall be given notice of any 5a1e or refin a the Project occurring prior to the end of the Retention Period; 3, In the case of a sale or refinancing of the Project prior to the end of the RetentionPericd, ari amount equal to ale full amount of the direct subsidy Shane repaid to the FHLBDM, unless the Project continues to be subject to a deed, restriction or other legally enforceable retention a,greement or mechanism incorporating the incoint-eligibility and affordability restrictions committed to in the AHP Application for We citiratinn of the Retention Period; and 4. The income -eligibility and a_fforciability resnictions applicable to the Project te rininate after any foreclosure. Roiciacd. limitary 2002 ,700 File Nu bet: 2008-000 S 1 flOY-25-42Q14:TUE 1229 NI DUBUQUE- CO, ABSTRAW #ao 4.qt-3 FAX ffQ, 563 '583 270R Pi 10 5. ALI of the coVenanta hereiu shall turt with the real estate deScribed in Attwinnent A teretQ alai the Project thereon; and he binding upon the Pftor arid Sponsor and their respective Successors' or assios, for the Retention, Period, 6. if any provisiop of this, Agr:eerneat sh. litevaj illegal or tmenforceahla the validityi legality and enforceability of the remaining portions shall not in any way be affected or7. impaired, All of iliG,rigirts and obligations set forth herein and in the AIIP4geetne1t shall be binding open and inure to the beneht of the Partiet hereto and theirrespective successors and assips during the Reteatioa Period: L -The Owner 44 record ts Retenuon Agreement in the appropriate oface(syjurzsdiction(s lithich i1 enhance the likelihoOd that the 11-T.L kiaApiiiicalittiNil' era berwill receive " is tailed for herein, , . WITINIESS'WrIBREOFtheParties err ayoe_,..caused this Agreement for dova and Oric ions to be exeouted by their dulY.auth rized ulcers -all as °Idle effeefiVe t4 above written, 1.1\41:EMBER , - Dtilnique Bank: & trust giVlszqR 759 Bluff, LP. Ry : Sustainable Projects, LLC Its General Partner B:y: Step By Step, Inc. Its Sole Member (Acknow cdonenti Please insert above a separate sigr tur ock and acknowledgment for fr tbe Member, Owner and Sponsor, Revised January 2002 SPONSOR Step By Step, The, 13y: Sarah Da idson, President HANA D, K E CornalissfoaNuntbat 711917 CAIIIT115.5rOftEi Jul' 31, 2049 File Nur ben 2008-0000800i Sq: 2 NQ22Ol1 TUE i2:29 PM DUBUQUE ,00, riBaTRAPT FAX NO, 563 E83 2709 P,11 Ps9e 4 0'4 ATTACtIALENT A twapompat Lot 5 of Old ubdiviaiem. 6rQdt Ltft 6i3A'arldLot 4 of the Subdivision; OtLOt 1 Of Stibdivision, of Out Lot 653 la city- Ofbabuqu6,- rowa; and the SOutherly 45 feet of Lot 2 - of MAihlara M4Ktuley's) Subdivision (bein.-S-ubdiviSion of tot 2 ofloti. of Lot 6.3) in the City ofl)tibuOc, Iowa- according to the respective recorded plats thereof. Reviaal January 2002 File Number: 200 00 :3 4,sgs,lv,r4 FAX 140 563 583 2709 jjfJjjJj 1111' Gal 10:- cea1flQ TvGag aitlorded: -sailsFk&/was It berAa 0 An Aan. c. Legiicol-Lli .,ac4 .DubJm• ?KiThy se -thtirlov Rioardar r41•2009*.000Q498? PrPluted and Morn LI rtn rruqiaffeualn4 & Community OeSolobnient,,1806 Caret-Mk/11 IZIA. $2991-$994223 AGREEMENT FOR abitiNANTS AND friS'iRIOTIONS -1111.& 9NT FOR P064AN'ea AND RE9TRIOTION, dated Aundst 21 2090 is betWeen ti Cl/:ar DLiblki(JE tflerliat,erroferradia`dthe CM and Sjoo PY stop tm (hereafle(referred ta ea the tiiihe. „. . - WAN ES9Efititl' WfitillEA,S, 'the CIfy ethodwered to a selet In the deVeroprrient and moldlenence,of deCeol„ sa fa and ,effordeblehausing-',and, WdEllEA:11110 CRy biOntplta4r2fipME_Graptfrom tli kiwe papattmant or Ecoticif)!0,r;j6veicthiffertt _ (hereafter raft teaS:tfiii Osidarjrnent) "for the rahet9.itallutt at 6roluoitti4ho cruirOteir0-iOtiortzd:trJ adttantSter the CityrefOtibtletre HOIt44,Progrent Ihereafteroferree to aall Pregridililand Oiq4alheOwear,h3s. a'polled Jr and racelyed approve! for htnqInd trual the protiipm,•,and hi04rerg Into,Koontroct oystlit betWearitheOwner and the Oftylhere on/ r tuforredtoastne•ContractDEind •VtittEREAS pursuant trite Agreernent, the Citirririia a leron In the aredunt or Oive thebsanddellanfiand . , ;PCl/1.00 (1,00) te. the 0i0or far the ptirpoee, 0 flnatiolng e whorl of tha.'oo4§ f©r the renabautrariproject (ProjeCt) loseted'alep y Sp. i. and lly described as toIlewa LeE af thi$utdivisronFOuL Lol esaA'and Let 4 Of the Subdivision of Lot 1 of Subdivision Of ()Vt. 0,t . . 63 n the City of Oubi.44e, Iowa, and the 5outhady 45reaior Let 2 ef Mcjttnley's (OA Subdlylelon (being Suhdtvisieri of Lot 2 pfLpti of Lot 853) In the DltierOubuque coercifeo- b the tecurdact Olt t thereof:.769 late St 1(1/ERASthe preject wIlt be econornicellyfeasible for the 0 +her becsuSe. Of the loan Node' reCelved, thre011 the; PrOgrerti: tilnd WHEREA4, In accordance With 24 OFR Part 92, the Owner and any future:owner of the PrOject Must comply with lie regitlrements and covenants mat rorth In 24 FFI. Part 02 throUghoutthe reqUired paled of tirnetE set 'forth In Section 1,a of this inatrumer,t, so as to mild the housing benefits for which housing aiStstance has bean ipriildclacl through the Program and therefore protect the investment of the Ctty and the Pr ram in the Project, and to order to give the City the ability to ensure the fUlfiltment o it oblightlans Udder 24 CFR Fart 92, certain covenants and rtgtrictlane ONCrCeeble bY the Olty and the Department must be pieced on iha real estate described obeys gevernIng the use of the Project, which covenants and reWstions shall run with the land and be binding ell the Owner and its successors or assigns. OW, 71•{REFORE, In consIderallon of the premIses end forarh8r valuabta consideration the receipt afwhh 13 hereby acknOwledged, lha parties hereto agree as follows: 1, The Owner, for Itself end ifs successors or ssalgner ka5 the following cove Project: be (a) Tne Owner shall cam* with an of the requirements of 24 CPR !Ind A2 and shall own, operate and manage the Project ea sat forth a4 en eligible project for at least lifteen years frore the Initial construction completion date Of Pecornber 11, 2009 (hereafter referred to as the Ten of Affordability), b) The Prefect ehall be eampted ea as to provide the project.eaeita aa requIred and speciffad Tri 24 CPR. Pert 92. (q) Throughout aa least Ilia Ten of AtfordabliliY. the Owner will nsore that afleast 10D% or Inn 110M assisted unita will be accuptad by famines whoars annual Inanee do not exceed 80% of the area median as determined by the United States Department of Haus-mg and Urban Development (HUD) and provided annually by !be City, 43°- a afP1 12 ] TUE J 2 O P DUBUQUE Q,. TR OT f ;Afrr�rr7a6llty Urs r fed fl detarrnined byt-lt throng "assisted u 024 CFR Part less than fond tcl4 project cortipletion. .year, complier ar mora I fOh1: assisted uatEs, thdaughor;t t least smears That atleast 24% of the I oM asa[c#ed unr anrivat,incorQa deficit exceed;Shc4 et ttte arta Prtr dad annually by the city. Atfordablllly, thcrOurnrirshell con ductinsAectlone pliarrca with the property atatnderds ea spec►fed (n us: boats front the data ef,preJecY comPletlpfi Pre! rlit`shali be inspsGtad ori s serol drSnpa! basle't Pogrom .. action 52251 tiryolvsrng iiia daleof tet teas a term OrAaorrr aab€ity, the+ jplardhal[rrcnlnlatrt . nt,iJrnttattone ei 24 CFR Part g2 and prp11ded ennyellY by Itis Cfiy, neuro carrtprlarite With the co'yanonls in pUbpareg Ohs liter attatl aul dolt ft?iltt efiy:dn Sr befor$ Clctalss'r 31 of each year du ng ttza Illy, mplfe€tca wflfe snort op rdnarsts as o1 aplamhpr Ep ol.tli ertvltlt ditcuntant tion`1it fczrrrt a€1d s tbatanca satisfactt ry to trio CIly autdatrelri wilt; 9trt4 r o+renante: pr ject lect 4es more than descrlhett above, and it su parcels ate contigyoue except far (h E Alt such buildings shell be owned for f fin•aneed pursuant to a Cermet:I'Ven,' twit of thecoveriEints trete,., h3,binrdUt4rup`ran Iha I]wnar , any tither provlafone of this hareer, may tae terminetad tipbrtwade Ithstanding Che `provtslrsna of pat (ding a11rr9 its Ipcatr d of Poore tlfar ane the reef arfoh property,. ll be described above ai„ tlul lary noncnmppan7_ (feu of fofectoeura, change 1.v Nob prevents the City o or similar event, but nl are used to provide a ttr ria e rfedpribsd herald and)he Prefect Ute br asslEns, far:th®1 ar"lilt f Alfon;abhEty t' a d oument, a any e ins. pravie-J.904 cr Per; en.Ug iha City.Jscneratrd the Department. 2 above, such covenants dt tart t ea to apply lc';the n err prior to the end of the Terytn. of Af ardability, In tree s tit ftra, eetzure,'requisition, {ore:ioaure, transfer at`.I; csraclian of.a federalegancy aftarthe dote of asors6retons frorrienforcing the covenants,or his a 16onat period, amounts received a coneequ ticft rrtsets tree lis qulrarrten.a 24 CFR Part 92 and the tftph�rlfhstanding the Provisions of paragraph 3 'fes, transfer of title by dasq flit rlsu of fez, nn orA(fardebillty sUbsequentto such e.. ownership interest in the Project therea the }wrtar lir such rotated person and their reaps Term of Affordability. . Project had boon subject to went,: and et shy Irma during the par to Ute Owner be binding an Inderof the ce 5. This Agreement may be amended in varthng executed by the parties here!a and rho C€ep artrrtenk 5 Except for the rental of !ha units to Ma Project ro tenants, the owner hereby cove anti and agrees not to sell, transfer or otherwise dispose of the Protect or any interest therein without obtaining the prior written consent of the City, wh"ch shall be conditioned solely upon receipt of evidence satisfactory to the City that the Owner's`purchaast' ortransferste (I) has assumed In writing and In FIX the Owner's dullea and obligations under this Agreement and; (Il) has the financial tapadty fa cony outsuch 0019ation4; and (III) t5 knowledgeable in the operation and management of fecillUus similar fn (ha Projectfachli ng it Is hereby expressiy st puratad end agreed that any sate, transferor other disposition of the Project In violation of the Section may be Ineffective to relieve • the Owner of its obligations Under this Agreement. If the Owner defaults In the performance or observance of oily covenant, agreement or ahltgatton of Ile Owner sat forth in this Agreement, and it such default remains unaur;d for a period of thirty 130) days after notice thereof shall hove boon given by the City to the Owner (or for a period of sixty 160) days after such notice tf ouch default is curable but require; acttt la be done or remedied within 30 day period, and if the Owner commences same within such 30 day period and theraakerdltigantly and continuously pursuesthe sante to completion Within Eo such dayperiod), then the Cily may declare that 6'to Owner l6 in default hereunder any may take soy one ar mora of the feilgw,ng steps, et Ito option: File titi er, 200 0498.9 bq: 2 H.011,425.20.14 TUE. 121.1.. DUBUQUE 00, ASTKT. efi4sar,4 58•3 5113 2709 By 'mandamus or other Sod, Seifert er maatiding,af few Orin ocaltyreqUire Ilia -Owner to perferm Its obligations andeaVerfent ersendar,- or enjoin any c•It-i thIngs'which may ba , . Urdowitlf Of& IrMdeletlail et the fignje- cif the Oity horaunopt,,-OF 01414 4etia*bebsiel to the City ,by And t 4.01 der4Liit,: (h) Rave aecasa :to end Iasi/feet, afravtrins andrnaker,OPlae Or ea �rIl 4641c-- aq4*-9ecia ills ,10(ansf portal/flag be P,releth, (c) De:elate a default ocior the' o1i.46*0 diabureernents 01,Ltian erecaeide, and demand IMITIOdiate ropaYfrronffaaffi Ocrinef Or Loan Ordearado"pryfoffoty el4boteeo to cwney: end " (d) Take whatever other action at raw or equity *Nei may eppoor necassory or desirable to onforors life Obligations, covenants arid agreements ofthe Owner hereunder,. including recovery Iff Loan proceeds. No dotal' Iro164- Oa Provisions hereof SO te any breach at Violation -Shalt IMpoir,'ciamege forwalve , iho right b be recorded and Ned frf stroll manner -and bl$tiott, pfpeou as the cwirmy reasonably reguesf, end tha ooy feea and 6hame incurred In connection therswilh, ' ;„, , Th flmesa Ma Agreement and aft offiersIminti.endatipplemenfs Wroth -Int be tee/freed ofuti Media 1:loott Monhar arte'Jrt euobp.i0celle the OitymaYleseiansbly rift, and 441ipsysti fees and Charges incii Rodin ponneclion ti/ Thx . , Apr/lament shell be grivornied bthdlOs'afthe Slat/tor row& . . td Any riedfcerequirodlabe given. hafOo11.0arOho!) ffIvoll.OY:fogi$Ioroti: far OW the adss 411'13 speOltiebt helawerst atiOh other eddrassaa es fney bdapsizifiedffl.,the *lies herefet. CayCtyf 13ebeque floueing •Comirnerity beyeloPment 6Gtir eat, stiftiotz „ --geboove, Iowa 3200 Ovfner. Situ Ely two. inc, ,yss pluftst, Ptthugue, &20P1. ,DeparfrnentslowaDoosnmeniof Etenom1df3avelopinent tfureaff of Ceinmunity Finance 230 EG,ransi Des Nintriea,, laws 5030G it if any provision of this Agreement shell be invaild, illegal, or enenforzeable, the Velklfty, legelitY ond enforceability of the vernal/ling portion shall not In arty way be affected or iinparted, 12. This Agnearnent ray ba almultanoously ttcw;utod in multiple countoTafts,all of which shall constitute one of the sarns Instrument and each of which shall be deemed to be an onginaL 13. All of the rights and obfigations sat forth heroin shall be binding upon and inure the bensilm pantos hereto and their respective( 5114CcesaVZ and a6Signa, tfi WITNESS WHEREOF, the parties hereto Caused this Agreement of Covenants and Restrictions to be executed and sealed by their duly swan authorized officers., all as of the dale first above written. Filo Number: 2009-UOGO4 Pi 14 NOV-25-2014 TUE 1232 PK DUBUQUE 00 ABSTRACT P3tici 4Y4 • , cVotDublre9p,ki9 & Contittlity pev4140#140t Department 11-441. earl A Pallro ItAdintl STAtE OF WA) )SS. COUNTY OF OUBIJOU ) ' FAX. 1,10 563 &83 2709 So Lawlat, Traaeurer Cr I* Zig 4Y Of A.04 2P,Sai befori me,:thepriclera iiqcr, a Watery a1147# i!ilript for the Stat o of , . perppnaliyappeared . t .6 ri So Lawle, itemiser, to be 'pereanally'known, Who balm; . r-1 ;Is 4.4 a byRIO (104 1W4M dkl 63y hat they pre'V' and thaLaeld•111011.1plent w neo Oa behalf of .§troj Tait Step, -Inc„. by eitthatitYor the carporkitiontick nowiedrgaith itUnPr gaidinsrtirnanilci the voluntary act and deed._ 4kocwr Comisimlim00.010 Commitemtienwtgrii,211 €40/ pubte-In end fOis the -S tete of tower Jtigo.!nA Fettenian On trila VI day or AlrO.4t A,f) ,,200efore ipi, ther Uhciereignag Notary fuhfit To and tor the SS at low?, Pemenafly applqted jellAarl A.Pr to be peisonally known to be tfici 1313611=1 fnorsonylarned la and who executed the for'agetno.Instriirnert, and acknowledged th'a exeoullorret sold instrument to be the VOILIntelAil act trid. cle0a, ../...41.2.4.61b F113 Number; 210/011911-000% 49394 -Seep 4 ExurBrT "c" See attached Agrtenterit for COvenants. And RestrittiOns Instrument No, 2008-.00008001 ILII Ill IIIIIIII 11111 H z©. 006030400003 rvpe 4Et4 rded 06/04/2003 at o3 $5 35 F11 Amt: $1,140 Papa a .ora aqua _CoUntY Iona Flynn ThUr.lau Recorder.:"] Et1e OO8 OOOO8OO2 e Dt6 Nr. l EPAL .Ds 1IpT( THIS AGREEMENT POR COVENANT. RE TRICTION #"i: i Dtabtzque aril( r' Trust (the ` A.pprulicani'M er"), 7S9 duff, L P , (the"" ? er") and step y t , Inc, pe or")_ (The A.pplicareMenberr, Owner and poiasor arejointly referred to herein as rties" and individually as the " 'arty".) WHEREAS, the Parties artd the Federal HorneLoan 134,n have executed an Affordable Housing Program Agecrnent Fcr. Rental Proj ec after the "ABP Agreement") dated Tune 27, 2007, NOW THEREFORE, in consideration of the premises and for other consideration the receipt of which is hereby acknowledged, the Parties agree 1. The Pro'ect's rental units, or applicable portion thereof, must remain occupied by and affordable for households with incomes at or below the Levels committed to be served in the Affordable Housing Program application (the "AHP Application") for 15 years from the date the Project is completed (the "Retention Period"); 2, The FHLBDM or the Applicant/Member shall be given notice of any sale or refinancing of the Project occurring prior to the end of the Retention Period; 3. In the case of a sale ar refinancing of the Project prior to the end of the Retention Period, an amount equal to the full amount of the direct subsidy shall be repaid to the FHLBDM, nn Less the Project continues to be subject to a deed restriction or other legally enforceable retention agreement or mechanism incorporating the income -eligibility and affordability -restrictions committed to in. the AHP Application for the duration of the Retention Period; and 4. The income -eligibility and affordability restr'et ions applicable to the Project to mate afte any foreclosure. Revised Jam nary 2002 File Nttrnlb r; X00&M0000800 S . All o the covenant h erein shall flan with the reat ast e dOa be .:; n Atfaehnecri and .tho 1'rooject bet on, and be b dao upon the Owner and Sponsor and their resppetilie, succe sots or ssl z ,for tl e Retention Period. . ;t `any praVision of this Agreement Shall be invalid, ille� legality and enforceability of the remaining portions shall 7_ All df tE zi hts and obligati upon and ir%itre to the benefit of't during the Retention Periid,.. eable, he- validity, y way be affected Or impaired. yet forth herein and in the ARP Agee en sl?ail be binding. Parties hereto and their respective sncee;da,§signs sbll record this Agre zzat, in. the a,proaez s elihood thattl FHLBD l: and Applic n e er schetion : s WHEREE , the Patties fie tc have dansed t s A r e iertt fbr o e ants and s be executed b, their duly authorized officers, °all c f -the effective date first _above wn MEMBER Dnbun nalc- u Tins OWNER 750 Bluff, L.P. By Sustainable Projects, LLC Its General Partner By: Step By Step, Inc. Its Sole Member B Rev. d atzuary 2002 separate signatu This on. SPOi .Ste .p, STATE S'TATTE OP' tQ couary OF ` k$(3 u wd�ed before me ary Public c It ment far the Mamher, Owner and Sponsor. Fite Number: 2088•0000800i Seq: 2 block and ac t'age 4 g..4 ATTACilKE LEGAL :PO 0,11}TION, -Lbt 5 ofthe Subdivision btOtit'Let,653A ad Lot 4 ofth Subdivision ofLot 1 Of Subdivision of Out Lot 653 in City Ofli-ObtAcruc,;ipwa; and the Southerly45 feet aLbt 2 0fMrkixilay'4 (ata'NfeKitiley'$) Stihdivisieh (beihg Sk.tbiliviSjep pf Lot 2 QOM 1 of Lpt, 653) in the City -of btitylitige, imp; according to the itspeetive recitcleclplats therta. RevisedJauiRry 2002 File Number: 2008.00008 3 ----- '~---`- -`- "P" See attached Agreement t rCovenants and. Restrictions, �V -252O14 TUE 123O P11..01181101E CO, f188TRIVT .freas ler £ FAX NO, --583 583 2?OG , GI Re ffardoiv cane/zoos itoe-.; le:4s Pi Ara; tra2;co- Peat 4-sf - oubecuir-ceerty Itthy r.ttirso Then,tow anoider: N;42009- 00004989 Pr4psred b), and return:Is (Ise 0a1ort; Cy PubtrOtie FrOselhe 8,'Cornmscibt bov4i0Pnint, riegp CumAvDitO, „.52901.680-410 !A0,13SEA4ENT:Fott 00igNANT4AND .04:tftlpTratio; . • ,T141,3 AprsEwozr covENANTS AND' Flasifilpti9K dated• at 21 N A ttyof „ Doetique (hereafter Nferd 0:10 ,4nd tp hatersitai! war Jed -10'05 the nail, WM4493E701 „ WHEREA9,,,the.011y latirOpoWerOd tie aeulet kt the rJaveleprnent and Malniertanes of eeeent, ego end affordable hatigng and P 12 .'4}1FA.g.„,t.i!4,oty-hoio?do,16).70,i-tomp grOni from the lovapepertrnerit Of geti-liolik. pipodp 0104t. , _ .• (FmtioftOt r*Odlp ea 1hei'peOactreent) (0 i:414-pf1444itittlan 64-0,11:qnlIs and 'te wow* authorized te. administer' tha City opi,:ibbotioWx074,7 plq0Oki(ketii-640eworrod to i3:11i p.fgrtT)e_qp1 ,'.WHERE.49-4;'thir Ovnerhas'apalled for end, recelyeasOprOVat for font thepregrarn-iiand has oniered !Info. aienfra0t by end-betereart.tileriWasr. gina-me Orty (hereafter rerened fee4s tha COntractjjend ... ,..„ ... .‘, . :WHEREr%.9i.,prirreOent toto,AdrioitiptititdcityiillrhOlte 4 Waftj401e 00144 of EiVO111r1r-iieritt ddlieraand - 'boti4.0 rt,q4p).4')11).0-'oWitiet forthfffnerttIng 0 parf©n 'of this Octets fertile fahetillttaden.:pttleet - - (Prejett):located- et (Fie'Bii,01.66,* end regally ibed „ 'Let 4 4f110 SUbd.4leicin Or Out Lo 553A and tat 4-er the Sebdivisroh,ei Let 1 Of Sebditileiert �JQt 50 in,thecity i)raufp.quoitowilt, twirl tHa Seuitterty40 feet at Le 2 Of MoKlnley'.S take-mekinuoysy 9p9eilvielort(boing Subcfhitsforr Of (..ct; Of LOtt of Lot Op). -in the City Of Otiheqee' icor:riding' reterdad Plat thereat': 769 .8(tiff,St, 11111-1ER4A, Pet Pftjet W.lif be eceilernicelly fee Sibie for 'the Owner beesUs0 of the foe ti 1400dftt6 tkiO4 threutirt the Program; WHEREAS, Maccordence with 24 CFR Fen 92, the Owner and any Future owner of the Project must corrtply wilt) the requirements and covenants set forth In 24 csr4 pan o2 throughput the required period of time os set rofIll in Section ta of thio ins4-urnent so as to maintain the housing benefits for which housing asalstaro has been provided through the Program end therefore protect the investment of the Cfty and the Program in rila Prefect, and in order to give lila City the ability to ensure the fulfillment or Its obligations under 24 CFR Part 92, certain covenants and restrictions enforceable by the City and the epartment must ba placed on the real estate described abOve Iluverning tha Imo of Ina Proiect, which covenants end restrictions shall run wil.h the land and be binding on the Owner end Its succescors or assigns, NOW, THEREFORE, In consideration of the premises and for other valuable consideration the receipt of which Is hereby acknowledged, the parties hereto agree as folio \s,s; 1, The Owner, for itself and Its successors or assigns, rnak tha oltowTncoverte as to the useof lha Project/ (a) The Owner shalt comply With all of trio requiremente ot 24 CFR. Part 92 and 6 Nil own, operate and manage the Proleti ae set forth as an eligible project for at least fifteen yeere from the initial construction completion da to of Qactimber 31, 2009 (hereafter referred to as the Term of Affordability), b) • The Pmject shell be completed eo ea In provide the project cenutita 3 requtrad nd specified tn 24 CFR Part 02, (c) Throcghout !oast too Term of Affortlabliity, the Owner wilt ensure thst at least 100% of the LiCME assisted unit:, wilt be occupied by families whose annual Incomes do not exceed scr:f, the area Medan as determined by he United States Department of Housing and Urban Development (HUD) and provided annualfy by the City. Fell 094 • NOV-72572 4 t 1� .fid,ABTAT hritp ie,ut HOMaRsalet the area Med f Mfardabllay, the Q led by farr hies whose HUD and prevldedarr (f the Project cent -aims threw Affcrtlability, the Owner it •occuptatt by fertllfies ` ildae determined by tiUp:and pre ora -HOMO aaat9t6d units, thrcugheut at ieeat the Tarp; or. curs That at les.. t20%a of theH0r'11assieled Unit WM bo nuel Incomes da net akce3d.5Q! of the "^"wily by the City,: • east the Term ofAffordat7illty, the. Owner shall ~snduct,, units (a ensure comp(lance With the property sfandarde 93 9� qc CFR Part 92 an an atinual basis (torn the date of project conipi®ti t)rari feurHOMc assisted units shall ba inspected on aaerttt-enacal ampletfen of Afferd•ebillty, 0. [nd pravlded annually n_ the-getsar. `tttt the poupnente"inaube, the City ars >trbaforn °crab Bence a itty such wrier form and subetanaena during Tann alert one batldfrtga, alt:ruch ttuifdltoe shat[ tie l©oetredart t tt such real.aat9fe. la rarrrsprjsed .gtmore then arra, pence!, auah exoaptftrr tits lrtfarposftirwttcef a road, *64.ittiirk,ot stroller pope be oweed for federal t Nrpeeestythe saline peson, :and Shalt mmop gnarl., Alt OF the be hItldlri any atharprs vtala hereof, niay bets' Nobvithetanding the prevletona oFpL, estate described above and the Prr4 of tnvoluntarynencempllertee therewith 'sad fn lieu offorecloetu s, change In fad Iran whlc(t prevents the. My Gilts suc alion or *niter event, but only if, wt: nt ere 'used (0 prr2Vide a protect w herein anti Fitt Ptoje theres7i ,•art Term c(Alfnrifebtllty, kare' trslertd f of the pfovlslons pr p graprts° oar and the l epertrrtenta 'ply to the rax ti+ in"tha tins tt rof title by rttutt° Nolwilhsitandfng (ho provls!Cno of paragraph 3 S3rinJ (f, or foreclosure, trailltr of Citta by deed in Merl of tore cl0sura or win of the Tann of Afforaabilily subsequent to such esrent, the own obtains an OWnerSh(p interestln the Prefect thereon, the c.nven. lhs Owner or such related person and thelr respective Success Tear orAffodab(llty. , �4, c �,�arcrng tna c3ueri ad, rnount9 seceI gelralrtdntp 24 ansa shell be binnlrig on nder This Agreement may be amended in writing executed by the p©r (eg.herata and the Department. 0. Except far (ha rental of the units in the Project to temente, the Owner hereby covenants and agneas not to sett, transfer or otherwise dispose of the Project or any interest therein without obtaining the prior written consent of the City, Which shall be conditioned sorely upon receipt of evidence setisfactory to Me City that the Cwner's'purchaser or transferee (1) has assumed In writing and in MI the Owner's dunce and opflastians under this Agreement and; (ill has the financial capacity to carry out such obligations; and (Ill) is knowledgeable in the operation and management of facilities similar to the Prof yctiaotlttles. I (s her*bl pressiycopulated and agreed that any sale, transfer or other disposition of the: Project in vial stfan of the Section may be Ineffactive to relieve the Owner Gilts pbllgaljons under Ihls Agreement, If the Own defaults In the performance or observance of any covenant, agreement or obligation ohne owner set ihts Agreement, and if such default rarnalne uncured for a period of thirty(30) days eftar notice thereof shall have been given by the City to the Owner (or for period of sixty (60) days after such notice If such default, Is curable but requires acts to be on or remedied within 30 day period, tend it the. Owner commences same within such 30 day period arid thereafter diligently and ccntlnuous(y pursues the same to completion within int) such day period), than the City may declare that the Owner Is In default hereunder any may take any' one or more of The following slaps, et Its optton: Fits N ether:20 2 NOV-25-2014 TUE tac3i PM DUBUQUE CO, ABSTRAGT FAX NO, 68. 583 2709 P, 14 1 niandamtio•er,plar suit,:aollon Or preCatiding at law orth elulty 'reqt1tra lite 'Owner -14 Pattern, tin t bligetions and toftient hereunder, rrenlajnAny•ette pr thing Whith may be WItIviti arj vii of the righte,ef the Oily hereunder, problairt'dernageS tsit4sa4 te the City 'by and such dofauir, (b) FleVa access to end Inspat, examine adrealca toping:of eft or 01e haolts and records of Ins Owner pertaining fn the Prelact' (el Veelares default under the Oonkectnd make ni1 further dishareenents bf Lead proceeds, and demand !mmdl repayment front ginier of Leen preeena previously disbureed to the OWnerz and (d) n'atta whataVer other Schen:at laik orti sOity Which. May Opp erineceStari.vrritialrebte obligations, ceYerients'arrittli-lonerm-,of 018 „Okitner tireunder inalteitri' rants of Uan ,p0p;, dEit0 y. Ot.l.r#0:1401.9:prt.-4100:11pre.§(004:40y breath: or:iii.t6tfon-p4a11.,-RnpOlf, PP6p0,,ip Py/04.0 r1Ottp bp fano:1000nd, flp-clifn4047i006e94',In-.i,p,c)1, ity-,T,40:y.(000p-pp.by .r0put Pp:Oilattot•Ooiy all Ina -and thattiOrrnaittiOdikeennecttonlheirektk.f., , Thai OvinifiNg1,00Lisfi Na. tigreerhent 4rld'alferaildnientaand SUPplarrienit 'hereto 10'bi-rOcaftlia 0nd.. . :filed In stick manar end in sail plateC a the rity-may reaatinebly'request and shatipety eittees „end thetas -Incurred to connection thereWiltu, This AorSen'iontehell b.gevorned 01/1110 I:0*i pf tht St.04 tit. taW6.', 1. U lgtyibptdoitot #00 ahroliiim' 00-0* Or ;edified Pf -i)10:P0000000 Oda Pnrii0.0000-4friPy.-00-•-gp,o0f100, by Oct eity-cttypr_DOuquiP-1-40usini qorivripnity ,prootoorietit 00 W.. te'Sb'eet Sults 412 0010.1qt4,;.-(0Wp 52001 0,M1gfr OepartMent•lowie Depertment ot_Ettinemit Oosielo pram bureau of ConiMunity Finn ZIO E. Grand 06a hrloinee, low; 5a309 If any provision of this Agreement &hall be invalid, illegal, or unenforceable, the validity, legality and enforcaabllIty of She rernalgIne portione shalt net In any Way be affected or Imparted, 12_ Thig Agreement trey be elmulencously execute:1ln multiple teuntaiTiarta, aJI ot which shall cans -theta ons of the same Inehment and each of which Rhall ba deemed to to nn ofjOinnt 13. All or the rights and obligations set forth herein shall bp bindIng upon and Inure Ins benefits of the parties hereto end their respective suCcasSON and ZSelriti, IN %Ines s wHERE0F, the Partlee hnnte =sad This Atirasniant of Covenants and Restrictions to be executed and sealed by their duly swan authorized phloem, all 43 of the data first above written, File N mbar; 000499eq. 3 101/-25-'2014 T 4 2 2 P DUBUQUE ABSTRACT FAX i + ; 503 2709 15 s)=A-rg rpt= iOWA' doUNTYOFDupuoui is21stcla of Ab nafCy appearedT0rn K me dulysword;dldsaythattheya gf.5ttu 6,d aten+ Inc. by aulit astand deed,. nd+ a totary Puka6; +�g'¢. �i�r��paesu5r r. fs7 b #e NYi1L'J1: d that satdtr Cin ihia 1111day of 6ugut Aii., 2008. b Personalty 2ppa Arad Joraar A f aharrant nxacutad the 1 rwgpinsIn*trurnent ind au aE N•tar Pun KttslnaL. Nayen EXIIII3IT "E" Sed attwthed Escrow Agreerndit. 'ESCROW AGREEMENT THIS ESCP.OW-AOIWIVIENT("Akreeinentl is luade araiiglu this day of „ 1015:hy and between HILLS AND DALES CHILD DEVELOPMENT CENTER, an Iowa nonprofit corporation,pf Dubuque, Iowa ("Hills and Dales"), THE CITY OF DI„f13LIQQE, IOWA, in Iowa triucicipaj corporatiori (City"). and KANE, NORBY & REMICK -PC of Dtibuque, row (u.ESerew Agent"). Recital A. 7.52,;$11,iff; LP, an 16wa lin partnership V759 _Bluff) ilitertas u sell that certain est.Ate towly 10.6i8z4 Dubuque, lOwa 52001 to rwqoarnt 4P'Offer tO • Buy Real Estate and Acceptance .dated the day of 2015.(the 'Real EState"). „ 111„ The City has imposed -certain restrictions upon the 'Real Estate in order to secure various grants and other'larismade bythe City to 759 Bluff, Certaln, coV&iiards and restrictions rad 'with the land in connection with the aforesaid grants and loans. all Of which are secured -by , vario:tismortaages and:other liens (the "Lien); C. 759 Staff and the ,City entered late that -certain Agreement ,to Release Liens and Consent to Sale dated the day of, , 2015, under which, artwog other thins. the buyer of i1 Real Estate, Bills and Dates Child Development C„enter, -agrees to the tontinnafion of „ the restrictions and covenants, in exchange for a release of the Liens, and the 'buyer, tIiU. and Dales Child Development Center, shall keep the restrictions and covenant in full force and effect through and comply therewith throne, and including tI e 28' da ,1 of July. 2074° D. In the event and Dales fails to adhere to the restrictions and covenants and fails to cure any departure after written notice pursuant to the Ageement to Release Liens and Consent to Sale, Escrow Agent shall re -convey the Real Estate to city; E. This Escrow Agreement shall terminate no later than the 2/0) day af July, 2024, when the restrictions and covenants are of no further force or effect; and, F. The parties desire to reduce this Agreement to NYTiting. THEREFORE, for good and valuable considera.tion, the receipt and sufficiency o.fwhich is hereby acknowledged, the parties agree upon the following mutual terms and conditions, Agreement 1,1 - Establishment of Escrow. Escrow Agent acknowledges receipt of the Quit Claim Deed wherein Hills and Dales is the Grantor and the City is Grantee which shall be held as the escrowed document pursuant to this Escrow Agreement by the Escrow Agent. Release f Escrowed Amount 2,1 Direction for Payment. The escrowed document i.e, Quit Claim Deed) shalt only be released to the City upon an uncured default by Hills and Dales with regard to the restrictions , and covenant las referred to in the Agreement to .Release Liens and Cdn4ent to $ale). -EScroiv Agent shall cleliver-the'Quit Clatin Deed (eser9'w'ed doaltneut),tO the (ity,Only after the, expiration oftbelirtte-to cure:any depattire from the testrittions and covenants as set out in the Atatement to :Release. 'jells and Consent to Sale. 12 Escrow Anent's Responsibility. 'EseroW Agent is to be regarded solely as a depository for the escrowed document transferred to it, _Escrow Agent Shall ha Ve nit responsibility whatsoever tosee that 759 Bluff and the City perform any of the terms OfAnYagreements between therm ESCtOW Agent may rely WOO any- written directive or certification provided to Escrow Agent pursuant to this Agreement jointly by both parties and shall not be liable for any acts or omission s of any 104d inless occaSioned by Escrow Agent's ',negligence- or wiilfW thiSpontittet. The parties Shall defend .ittderraiify, and fiord .hattniess- the Escrow Agent :front and against all action$, causes ofctanns, demands, -Costs, -damages,, itidgrtien or expenses, banding reaannablelegai fees sthih ESCtOW Agent ttaypty:0Tittettrin Consequence.of to: release of the cSor Owed -anent:tient Quit Mann Deed) pursuant to ariY—Written, certification provided in ,aceordance with the provisions of this Agreement. Escrow Agent shall TeeeiVile ,o.rop-msation forsei-Vicc$ as Eserow Aga, 3.1 Mistellarteotis., This Agreement shallbe goVeMed by arid, cons-hited b accordance with the as of the *State of IOwa. This Agreement rnay not be assigned 'by any party hereto Witt-tont the prior wt-I-a:ea.-consent of the other party, witieb consent may be withheld foranreason, This Agreement Shall be bitidirig upon the parties hereto and their-respective successors in interest and PO*Eleci assigns. HILLS AND DALES CHILD DEVELOPMENT CENTER By its authorized representative CITY OF DUBUQUE, IOWA By Its authorized representative KANE, NOBBY & REDDICK, P.C., Escrow Agent 2100 Asbury Road, Suite 2 Dubuque, 1A52001 By Brian J, Kane, Its President EXHIBIT "E" attached Termination of Notes. TERMINATION OF NOTES For good and valuable Considerafion, the, reeeipt and auffteienev of which, is hereby: •acknowledged the City of Dubuque an Iowa municipal corporation, hereby releases. terminates and discharges Step by Step, Inc. from any and all liability or obligation pursuant to the following Promissory Notes which re hereby paid in full and deemed terminated: Note from Step By Step,lic. T:Partially signed) -deed April 2 L 2008 to the City -of' Dubuque, Iowa. Housing 'Services- Department Lead Paint :Hazard ReduCtion Program. .54,000 No rnentiOn q'fotAtiVeness Nothing due Whit 0a jag .44,'kteiTtis tOherenegbdated) Ottief 4OCOMents refef,tO thiS:AS' 1 I Note num Step I3y Step, Inc, (mor _signed) dated May .20. ,,,),008 to the Cth o pubuque, Iowa, S208,000 No mention of frotkivenes 'Nothing due until 8/21123 — then all clue (terms to be renegotiated) Other documents refer to -this as -4 '"Grant." 3. Note from Steil By Step. Inc, (not signedYclated July I I, 2008 to the Citv of Dubuque, Iowa. Si 05.636 No mention OfforgiVeness Nothing due Until:S/21/23 — then all. due (terms to be renegotiated) Other documents refer to thisas a "Grant." 4. Note from, Step By Step, Inc. (not signed) dated August 21. 2008 to the City of Dubuque, loi,va: $350,000 No mention of tbrgiveness Nothing due until 8/21/23 -- then all due (ter s to be renegotiated) Other documents refer to this as a "Grant." Email from David Harris calls this a I5,year forgivable, Dated this day of , 2015. CITY OF DUBUQUE, TO , Its EXHIBIT .fIVE1 EXHIBIT .Se6,4ta.hed ,ffidhded ithd:ge$titteci Atethett for coVendiAt$'6ftd Restnaibij.§:. , Prepared bY and, rettiin tot.I.Sa feenen,city of:pubanne HoUszg &cmmuntY DOieldartient 140.4:Pe-Otte1 -52001,ef3,9-4Z3e AMENDED AND RESTATED AGREEMENT FOR COVENANTS AND RESTRICTIONS Iia AM gNpEpi4E).--,t#ATED x4egmOTFQRrCOVENANTS AND RESTRIOTIO4,„4ated the-. ... cia of Septottl- wri-0)Ifir(66teitiakir referred to ae the ''11,,graerrieri1lia--betviaeritheCity.Of Dubuque(tirote ,i4rettod; atlhe Cit 060. is &. coo.. DeveleArtent .ertter., TOW; rken0nAt OdipOrefiprk.:(fiereafter leferredlia- as the OWner),, VV)TNESSETti, WHEREAS, ttitoiqty isarripb*eraci to as -slat heveIehment and rnaftitenante efdecei*-tafe and affoif-debre:heiOsing-; endi VHER44,,the City hat. been: granted ;a HOME, grant froM tha too popattrriont.Of goOporaiO DaVelootrient, .„. • TOW tuceeeded by. the lows PirtenCe Authority.(hereafier referred t610010,Alittprit:y) fOrjha`r0a01fit4tioti Of _ . i-irentat Obit$'apcIls tfterafora atithoriked adrhinitthr the Chief hpmEfVograrn (hereafter referred tO , -:as the "Prograraji .ano • 759 Sit:1ff, L. P,,:apprted for and receivedapproval tor funding from the Program.'eind hiaredintoalCOnfract by 00 hafweenthe-Owner ancitha City, Owner his purphited the reet:astatefecally knosn as 75 E.ftff St., ptiOprigaiii1A 52001 froini:75q. Bluff, 't_iiFt,,otiti .60-00.$ to be -,.04,at.,516.4.ferrim and" 'corrditrent or he origiriat Agreeriteilt .for Otrienan# and Restrictions Oa* Augget 21;200$ and recoiclad Ma -ch 18,2009 eS'inalr-Ornerttfsto, 2009-00004989 of OW reeerds 'of tha OUbOqUe County Recorder by'the , iexeCution Of this is,igreernent whidtit erneridt and restates the Original agreement n ithentirety; and WHEREAS, irtadeerdande with 24 CFR Part 92 (he Owner and any - future ownerofProject MUst corn ply - wrrh the. iii660rernentsand covenants set forth in 24 FR Part 92 throughout therequired.peried Of time as fortkiriSaction 1.3 Of this instrumentk so as to Maintain the housing benefits for which`housing assistance has been provided through the Program and therefore protect the investment of the City and the Program in the Prefect, and in Oda( to give thaOity-the ability to ensure the fulfillment or its obligations under 24 CFR Part 92, - 'certain Covenants anti restrictions enforceable by the City -and the, Authority must be placed he the real estate described above governing the use of 00 PrOlOCt, which Covenants and tet trictioriS shalt rUn with the land and be binding on the Owner and its successors or assighs_ NOW, THEREFORE, in consideration Oif the premises and for other valuable consideration the receipt of -which is hereby acknowledged, the parties hereto agree as follows: 1. The Owner, for itself and its successors or assigns, makes the following coven e use of the Project. (a) The Owner shall comply with all of the requirements of 24 CFR Part 92 and shall own, operate and manage the Project as set forth as an eligible project until July 28, 2024 (hereafter referred to as the Term of Affordabi(ity), 13) The Project Stoll provide the project benefits as required and specified In 24 CFR Part 92. (c) Throughout as least the Term of Affordability, the Owner will ensure that at least 100% of the HOME assisted units will be occupied by families whose annual incomes do not exceed $0% o' the area median as detertnined by the United States Department of Housing and Urban Developrrient(HUD) and provided annually by the City, nts as to (d) Throughout et least the Term of Affordability. the Owner will ensure that al least 90% of the (e) HOME assisted units will be occupied by families whose annual incomes do not exceed 60% o' the area median as determined by HUD and provicted annually by the City If the Project contains three or more HOME assisted units, throughout al. laa t the Term (f) (9) Affordability, the Owner will erasure that t leASt;26% cif the i.:10.MtsSialed Unita Will be occupiedbyfarnilles-whoSe erinUalinOrttes do -not eceecl. 5(WkOl.the area Median as „ determined by HUD and prbvtded arinuellybytaDity,, Threcoh-et least the Terror:if Affordability, the Owner Shall -,conduct inspeoiohs bEPtpgfarrt assfated units to ensure Cbmplieriedwithltiobroperty-itendards as spociffed M 'Section 02251 of 24 f,::FR Part 92 on anArinUal baStS-frern the date -of projeet-comPletion, rPrOjec(S- Involving leaSthan four HOME assisted tints Sht be InsPeetect ren4Serrif4finbitbasia frown the date pc Orojett -Completion, Throughout at least the Term of Affordability, the pviner,thell maintain 1.en t limitations as specified in 24 CFR Part 92 and,providect annually by the city, (11) trioroarlo. ensure •Ornpliance with the do' venarts inSubparagraphs (c)(d), le),,(f)rand(g) above„ the'Owner shall submit to the City on Or before OCtober 31..of each year. during the Terrn , „ of Afferdebility, it certification of bortipliande With such covenants as afeptiatriber 30 Of that year, together wtth docurnentation n form ohd substance satisfactory to the City eVidencing. COmplianceWith such covenants,. (1) ftIeprOject includes More than one buifclingi-ailsucKbUildirioshati be located Onthe rent estate described abeve, and tt sttohreet estate is .thrriptised of Mara than One parcel, such: narceltere cOntiguous oxcept for the interposilleri ore roadiStreet,:stramOraimilier properW All attohl*lirtirlgs be Owned rat ra'opto purposes ParaPlif eilderlefl be • • • Irtahced pqrspehtto s'oritrirflOPTP4P., 2. Ali of the,POVenants herein Shall rut). With the feal eateledeaerlbed betel!). end Pia Project thetaan, Odd , .... . „ _ - . „ be binding upon the OWner andits SuccessorkOraealgris, forthel7PrPi Of Aftbr.0-qhility,.- hiohmostanOing any ether provisions of th(e doom -tent. this•entii-eiAile4trrieit.,clierty•TOfthepripietortaorparegraPhs heroef, Maybe terminated upon written NIearliest b.ithe OityQW:rier and 'Oa -Authority, ... NOwithstanding- the provisions Of paragraph 2-aboVe,:suati ctivenents- shall cease to apply to the real estate described above and the Project thereon prior fettle end Of. the :calif! Of AffordabilltY;itftho event a invoturitm noncompliance thereWith-cecisabY fire,:seiztire,frequisition,Charige in federatiaw er oder' of a federal agency after the data Of matiln§ 01- the Breit which prevents the city -of its sUccessa* or assigns from enforcing the covenents,er.conderiination pr-simflar.evOnt,bint Only it Within a reasonable period; amounts received a,oionsequeree Ostia; event dre-usad to provide a prOreOt Which meets the requirements 24 CFR Part 92 and the ProOrern. .4, Notwithstanding the proViSienS.Of paragraph_ 3 above, lf,„bnce the PrOject has been subject to an event . . ,, ., of involuntary noncompliance, and at any time duffing the part,Of the Term Of Affordability subsequent to such event, the Owner or e relatedOerson to tile Ownor obtainsan ownership interest in the Project heron, the Covenants contairiod hei-efri shall be binding en the Owner dr -such related person and their respective successors or assigns for the remainder of the Term ofAffordebility. This Agreement maybe amended in writing executed by the parties hereto and the Authority. 6. Except for the rental of the units in the. Project to tenants. the Owner hereby covenants and agrees not to sell, transfer er otherwise dispose of the Project or any interest therein vvithoutobtaining the prior written consent of the City, which shall be conditioned solely upon receipt of evidence satisfactory to the City that the Owner's purchaser or transferee (1) has assumed in writing and in full the Owner's duties and obligations under this Agreement and; (ii) has the financial capacity to carry out such oblioations; and (iii) is knowledgeable in the operation and management of facitities similar to the Project facilities. It is hereby expressly stipulated and agreed That any sale, transfer or other disposition of the Project in violation of the Section may be ineffective to relieve the Owner of its obligations under this Agreement. 7, If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Agreement, and if such default remains uncured for a period of thirty (30) days after notice thereof shall have been given by the City to the Owner or far a period of sixty (60) days after such notice if such default is curable but requires acts to be done or remedied within 30 day period, and if the Owner commences same within such 30 day period and thereafter diligently and continuously pursues the same to completion within 60 such day period), then the City may declare that the Owner Is in default hereunder any may take any one or more of the following steps, at its option: (a) By mandamus or other suit, action or proceeding at law or in equity require the Owner to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation et the rights of the City hereunder, or obtain damages caused to the City by and such default: (b) Have access to and inspect, examine and make copies of all of Inc books and records of the Owner pertaining to the Project: and roily aEverslon of the subject. Consent to SaWe: between the ity Nig delay iri enforcing theprcvtsions hereof' , terry bredch`dr icr atCcan ha[I �rnpair,`darnage or wa[y the right to :be recorded and. filed in Such. menn. rand in such places as the :Citymo) reasonably request, and shall pay all Fees and charges incurred tr�.cbrinec fon therewith, to tteAgreerr en t Re€elseiera and dated ;3eptentber- The Owner shall cause this Agreement and ell,amendments and ,supplementshereta to be recorded` and filed in. such manger and in such places as• the Citymay reascnabfy request, in first lien position [prior any other liens, mortgages or eneumbrances),.and shall pay:all fees and charges incurred in connection herawith:o This Agreement shall be gnfrerne(Irby ;the taws dt to Stats of towa, Any notice required to be ven hereunder shalf lie ;giver€ by regist reel or cert hent m it at the "address+ specified below"or at such ether addresses as r ay be'spedlfed by the partir s hereto. City -City of Dubuque Ercusin Cr:ithb €unity t evelppmor t =450 W,,r 6t treet ,Suito 312 Dubuqu0„ Iowa 52401 O vner4lilla and £Tales Child Deveiopmer t Center Attrt, Marlyn Aithpff, Executive Directo 1011 .louts Street. iubuque, IA 62001 Authorfty-towa. FinanceAlai* ty flame Deprtrrient 241.5 Grand venue Des. Moines;,. Iowa 50322 of this Agreernent shall be it v_..-_. enforc alaility of the reanaininc portions shall not ti This Agreeme Dose of the same instxUrner. Ali of the rights and obligations. set 1 parties hereto and their respective s ,sly executed in rnultpte c o€ which shall be declined to he validity, t€+gality and cted erimparted. herein shall be binding upon and .mire the bene <essars and assigns. IN IT LESS WHEREOF, the parties hereto caused this Agreement of Cotenants and Restrictions to be execuied and sealed by their duly sworn authorized officers, all as of the date first above written. City or C ubuque Owners Ray t7. Buol, MMayor Hills and. Dales Child Dveloprnent Center By By STATE OF IOWA OUNT" ` OF OBLIQUE On this _ day of ..the undersigned, a Notary Pubic trt and €or.the tovia, personally appeared : to be personalty known to be the identical persons) named in and who executed the fr rRgaing in tr ument ai d acknowledged the execution of said instrurtient to be the voluntary actand deed. the n fti - day p# ... D,,'2 1 , t efr�re rrre, the ersigri ci a Notary Public in and for the ate, P Iowa,Iowa,Personally appeared e tin.ipetsenatly known to be the identical pe son'named in and Mitt executed the leregpirt ;r strutna?rl,"and ' ad the e?:ecutPon of said OW'Ument to be the volunta act and: deed,. Idtary Pulttic'11