210 Jones Street Development Agreement_Hearing Copyrighted
June 19, 2017
City of Dubuque Public Hearings # 2.
ITEM TITLE: 210 Jones Street Development Agreement
SUMMARY: Proof of publication on notice of public hearing to consider
approval the proposed issuance of Urban Renewal Tax
Increment Revenue Obligations and the execution of a
Development Agreement relating thereto with 210 Jones,
LLC and the City Manager recommending approval.
RESOLUTION Approving a Development Agreement by
and between the City of Dubuque, Iowa and 210 Jones,
LLC providing for the issuance of Urban Renewal Tax
Increment Revenue Obligations for the Redevelopment of
210 Jones Street
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
210 Jones Street Development Agreement-MVM Memo City Manager Memo
Staff Memo Staff Memo
Development Agreement Supporting Documentation
Resolution of Approval Resolutions
Proof of Publication Supporting Documentation
THE CITY OF Dubuque
fta B E I 11p y
Masterpiece 012 the Mississippi 2007.2012«2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Development Agreement between the City of Dubuque and 210 Jones,
LLC. to Redevelop Property at 210 Jones Street
DATE: June 13, 2017
Economic Development Director Maurice Jones recommends City Council approval of a
Development Agreement between the City of Dubuque and 210 Jones, LLC to
redevelop property at 210 Jones Street.
The key elements of the Development Agreement are:
1. Fagade, Design & Planning, and Financial Consultant grants totaling up to a
maximum of$35,000.
2. 10 years of Tax Increment Finance (TIF) rebates of property tax increases in
amounts equal to 90% of the actual amount of tax increment revenues
collected by City.
The Developer is required to invest at least $2.6 million for the development of 22,000
square feet of commercial space. Developer must also construct 12 parking spaces
which will be owned and managed by the City.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Maurice Jones, Economic Development Director
Dubuque Economic Development Department
THE CITY OF 50 West 131h Street
All-America City Dubuque,Iowa 52001-4864
DUB3 E1 ' Office(563)589-4393
TTY(563)690-6678
http://www.cityofdubuque.org
Masterpiece on the Mississippi 2007.2012.2013
TO: Michael Van Milligen, City Manager
FROM: Maurice Jones, Economic Development Director
SUBJECT: Development Agreement between the City of Dubuque and 210
Jones, I.I.C. to Redevelop Property at 210 Jones Street
DATE: June 13, 2017
INTRODUCTION
This memorandum presents for City Council consideration and action the attached
resolution approving a Development Agreement between the City of Dubuque and 210
Jones, LLC.
BACKGROUND
The building at 210 Jones Street has sat vacant for several years. Chris Miller
approached City staff in 2016 to begin discussions on the possible redevelopment of
this property, located adjacent to the intersection of Highways 20, 61, and 151 in
downtown Dubuque.
DISCUSSION
The proposed Development Agreement provides for several incentives to encourage
the $2.6 million redevelopment of the property, which will include the addition of
adjacent parking stalls. The key elements are as follows:
1. Fagade, Design & Planning, and Financial Consultant grants totaling up to a
maximum of$35,000.
2. 10 years of Tax Increment Finance (TIF) rebates of property tax increases in
amounts equal to 90% of the actual amount of tax increment revenues collected
by City.
Developer is required to invest at least $2.6 million for the development of 22,000
square feet of commercial space. Developer must also construct twelve (12) parking
spaces which will be owned and managed by the City.
Additional terms and conditions of the disposition of the property are included in the
attached Development Agreement.
BUDGETIMPACT
The $35,000 in grants will be funded from CIP 2411942 (Downtown Rehabilitation
Grant), which after a budget transfer in the FY18 Budget Amendment process will have
a balance of$35,000 to cover this commitment.
RECOMMENDATION / ACTION STEP
Based on the highly visible location of this currently boarded-up building, I recommend
that the City Council approve the attached Resolution approving the Development
Agreement between the City of Dubuque and 210 Jones, LLC. for the redevelopment of
210 Jones Street.
z
Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
Return to: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 223-17
APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF
DUBUQUE, IOWA AND 210 JONES, LLC. PROVIDING FOR THE ISSUANCE OF
URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS FOR THE
REDEVELOPMENT OF 210 JONES STREET
Whereas, the City Council, by Resolution No. 197-17, dated June 5, 2017,
declared its intent to enter into a Development Agreement with 210 Jones, LLC. for the
redevelopment of 210 Jones Street in the City of Dubuque, Iowa (the Property); and
Whereas, pursuant to published notice, a public hearing was held on the proposed
disposition on June 19, 2017 at 6:00 p.m. in the City Council Chambers at the Historic
Federal building, 350 W. 6th Street, Dubuque, Iowa.; and
Whereas, it is the determination of the City Council that approval of the
Development Agreement, for redevelopment of the Property by 210 Jones, LLC.
according to the terms and conditions set out in the Development Agreement is in the
public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Development Agreement by and between the City of
Dubuque and 210 Jones, LLC., a copy of which is attached hereto, is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized
and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Development Agreement as herein approved.
Passed, approved and adopted this 19th day of June, 2
Attest:
KevinLS. Firnstahl, City Clerk
Roy D. oI, Mayor
IIIIIII//III!II//IIII/I/II/IIIIIIIIIIII//II////I/IIII/IIIIII/iii///ii/iiiiii/iii
iii hill iiii iiii
Doc ID: 010486440001 Type: GEN
Kind: AGREEMENT
Recorded: 05/14/2020 at 04:19:30 PM
Fee Amt: $7.00 Page 1 of 1
Dubuque County Iowa
John Murphy Recorder
Fi1e2020_00006244
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, and 210 Jones, LLC, was made regarding the following described premises:
Lot 1 of City Lot 541, Lot 2 of City Lot 541, City Lot 542, Lot 1 of Lot 2 of City Lot 543, Lot "A" of
"Vacated Shields Street", and, Lot 2 of Lot "D" of "Vacated Shields Street", in the City of
Dubuque, Iowa, according to the United States Commissioner's Map of the Survey of the Town
of Dubuque, Iowa, and the recorded plats of said respective subdivisions
The Development Agreement is dated for reference purposes the 19th day of June, 2017, and
contains covenants, conditions, and restrictions concerning the sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of constructive notice.
In the event of any conflict between the provisions of this Memorandum and the Development Agreement
itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A
complete counterpart of the Development Agreement, together with any amendments thereto, is in the
possession of the City of Dubuque and may be examined at its offices as above provided.
Dated this 13 °day of May, 2020.
CITY OF DQUE, IOWA
By:
Bar A. Lindahl, Senior Counsel
STATE OF IOWA
ss:
DUBUQUE COUNTY
On this I-') day of May, 2020, before me, a Notary Public in and for the State of Iowa, in and for said
county, personally appeared Barry A. Lindahl, to me personally known, who being by me duly sworn did
say that he is the Senior Counsel of the City of Dubuque, that said instrument was signed on behalf of City
of Dubuque and the Senior Counsel acknowledged said instrument to be his free act and deed on behalf
of the ity of Dubuque.
Notary Public, State of Iowa
T_
40.
TRACEY L. STECKLEIN
Commission Numb r 16018
My Comm Exp. •
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DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
210 JONES, LLC.
THIS DEV LOPMENT AGREEMENT (Agreement) dated for reference purposes the
day of / , 2017 is made and entered into by and between the City of
Dubuque, low, (City), and 210 Jones, LLC. (Developer).
WHEREAS, Developer is the owner of the following described real estate (the
Property):
LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542, LOT 1
OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543, LOT "A"
OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "0" OF
"VACATED SHIELDS STREET", IN THE CITY OF DUBUQUE, IOWA,
ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF THE
SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE RECORDED
PLATS OF SAID RESPECTIVE SUBDIVISIONS
locally known as 210 Jones Street in the City of Dubuque; and
WHEREAS, the Property is located in the Greater Downtown Urban Renewal District
(the District) which has been so designated by City Council Resolution 372-15 as a slum
and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban
Renewal Law); and
WHEREAS, Developer has undertaken the redevelopment of a vacant building
located on the Property and will be operating the same during the term of this Agreement;
and
WHEREAS, Developer will make an additional capital investment in building
improvements, equipment, furniture and fixtures in the Property (Project); and
WHEREAS, the Property is historic and it is in the City's best interest to preserve the
Property; and
WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 18, 1967, as amended, and last
amended on March 6, 2017, City has the authority to enter into contracts and agreements
to implement the Urban Renewal Plan, as amended; and
WHEREAS, the Dubuque City Council believes it is in the best interests of the City
to encourage Developer in the development of the Property by providing certain incentives
as set forth herein.
052517baI
NOW, THEREFORE, the parties to this Development Agreement, in consideration
of the promises, covenants and agreements made by each other, do hereby agree as
follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES
1.1 Representations and Warranties of City. In order to induce Developer to enter into
this Agreement, City hereby represents and warrants to Developer that to the best of City's
knowledge:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit A.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of whatever
nature to which City is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against the
Property.
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(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date
which representations and warranties shall continue and survive the Closing Date.
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties:
(1) Developer is a limited liability company duly organized and validly existing
under the laws of the State of Iowa, is the owner of the Property, and has all
requisite power and authority toown and operate its properties, to carry on its
business as now conducted and as presently proposed to be conducted, and to
enter into and perform its obligations under the Agreement.
(2) This Agreement has been duly authorized, executed and delivered by
Developer and, assuming due authorization, execution and delivery by the City, is in
full force and effect and is a valid and legally binding instrument of Developer
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors'
rights generally. Developer's counsel shall issue a legal opinion to the City, at time
of closing, confirming the representations contained herein, in the form attached
hereto as Exhibit C.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
articles of organization or the operating agreement of Developer or any contractual
restriction, evidence of indebtedness, agreement or instrument of whatever nature
to which Developer is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the business, financial position or result of
operations of Developer or which affects the validity of the Agreement or
Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
State and federal laws and regulations.
(6) Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all material requirements of all applicable local, state, and federal
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laws and regulations which must be obtained or met.
(7) Developer has firm commitments for permanent financing for the Project in
an amount sufficient, together with equity commitments, to successfully complete
the requirements of this Agreement and shall provide evidence thereof to City prior
to the Closing Date.
1.3 Closing. The closing shall take place on the Closing Date which shall be the 23rd
day of June, 2017, or such other date as the parties shall agree in writing but in no event
shall the Closing Date be later than the 30th day of June, 2017. Consummation of the
closing shall be deemed an agreement of the parties to this Agreement that the conditions
of closing shall have been satisfied or waived.
1.4 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.1 shall be
correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit B.
(2) Developer shall have the right to terminate this Agreement at any time prior
to the consummation of the closing on the Closing Date if Developer determines in
its sole discretion that conditions necessary for the successful completion of the
Project contemplated herein have not been satisfied in Developer's sole discretion.
Upon the giving of notice of termination by Developer to City, this Agreement shall
be deemed null and void.
(3) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement.
(4) Developer shall have furnished City with evidence, in a form satisfactory to
City (such as a letter of commitment from a bank or other lending institution), that
Developer has firm financial commitments in an amount sufficient, together with
equity commitments, to complete the Minimum Improvements (as defined herein) in
conformance with the Construction Plans (as defined herein), or City shall have
received such other evidence of Developer's financial ability as the reasonable
judgment of the City requires.
(5) Developer's counsel shall issue a legal opinion to the City confirming the
representations contained herein in the form attached hereto as Exhibit C.
1.5 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to
Developer such other documents as may be required by this Agreement, all in a form
satisfactory to Developer.
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SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer must make a capital investment of
not less than two million six hundred thousand dollars ($2,600,000.00) to purchase and
improve the Property (the Minimum Improvements). These Minimum Improvements
include creating Ten Thousand (10,000) square feet of commercial space and an
additional Twelve Thousand (12,000) square feet of climate controlled storage. Developer
must also construct twelve (12) parking spaces (the Parking Spaces) which will be owned
and managed by City, as provided in Section 2.2.
2.2 Parking Lot.
(1) Construction of Improvements.
(a) Upon receipt of necessary variances, permits and approvals described
in subsection (b) below, Developer shall, within 36 months after Closing,
construct a twelve -stall public parking lot (the Parking Lot) as shown on
Exhibit E, including all pavement markings, signage, and associated
landscaping, lighting, and irrigation, which shall be subject to review and
approval at the City's sole discretion (the Parking Improvements). Developer
hereby agrees that construction of the Parking Improvements shall be
substantially completed by July 31, 2020.
(b) Developer shall be responsible for obtaining all necessary variances,
permits and approvals to construct the Parking Improvements. City shall
cooperate with Developer to obtain any needed variances, permits and
approvals to construct the Improvements. If the necessary variances, permits
and approvals cannot be obtained, then Developer shall have no obligation
to construct the Improvements. Developer shall design the Parking
Improvements to all applicable state and city standards and shall submit the
plans to City for prior approval prior to commencement of any construction.
Parking Lot plans, including grades and elevations, must be designed to
work in conjunction with existing public street improvements to the
satisfaction of City Engineer in the City Engineer's sole discretion.
(c) City will own the Parking Improvements after the Parking
Improvements are inspected and accepted by the City Council.
(d) Developer will be responsible for any and all construction inspection
and materials testing as deemed necessary by the City Engineer in the City
Engineer's sole discretion, including but not limited to concrete cylinder
testing and base material compaction testing.
(e) Developer will maintain all landscaping and irrigation for one year after
acceptance of the Parking Improvements by the City.
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(f) Developer will provide any and all bonding and insurance for the
Parking Improvements as deemed necessary by the City Engineer.
(2) Operation of Parking Lot.
(a) City agrees to operate and maintain the Parking Lot after acceptance
of the Parking Improvements by the City Council.
(b) City intends to rent or meter the 12 parking stalls in the Parking Lot at
market rent as determined by City from 8 a.m. to 5 p.m. on weekdays and
Saturdays. City intends to operate the 12 parking stalls as a public parking
lot, with restrictions determined at City discretion.
(c) Upon completion of construction and prior to the initial renting or
metering of the parking stalls, City shall provide written notice to Developer,
and Developer shall have the option, upon written notice to City of the
exercise of the option delivered to City within thirty days after the date of
City's notice, to rent up to 3 stalls from City at a rate established by the City
Council and adjusted annually if necessary during the budget process. If
Developer fails to exercise the option to rent any spaces within such period
of time, City may but shall have no obligation to rent available spaces to
Developer.
2.3 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal
Plan, this Agreement, and all applicable state and local laws and regulations, including but
not limited to any covenants, conditions, restrictions, reservations, easements, liens and
charges, recorded in the records of Dubuque County, Iowa. Developer shall submit to City,
for approval by City, plans, drawings, specifications, and related documents with respect to
the improvements to be constructed by Developer on the Property. All work with respect to
the Minimum Improvements shall be in substantial conformity with the Construction Plans
approved by City.
2.4 Timing of Improvements. Developer hereby agrees that construction of the
Minimum Improvements on the Property shall be commenced within thirty (30) days after
the Closing Date, and shall be substantially completed by December 31, 2017. The time
frames for the performance of these obligations shall be suspended due to unavoidable
delays meaning delays, outside the control of the party claiming its occurrence in good
faith, which are the direct result of strikes, other labor troubles, unusual shortages of
materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion directly
results in delays, or acts of any federal, state or local government which directly result in
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extraordinary delays. The time for performance of such obligations shall be extended only
for the period of such delay.
2.5 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements and the Parking Improvements, the City
Manager shall thrnish Developer with the Certificate of Completion in recordable form and
shall be a conclusive determination of the satisfaction and termination of the agreements
and covenants in this Agreement. The Certificate of Completion is in the form attached
hereto as Exhibit F
SECTION 3. CITY PARTICIPATION
3.1 Downtown Rehabilitation Grants
(1) Planning and Design Grant. City agrees to provide a matching (1:1) grant not
to exceed Ten Thousand Dollars ($10,000) to reimburse Developer for documented
predevelopment costs, architectural and engineering fees and other authorized soft
costs associated with the rehabilitation of the Property on the terms and conditions
set forth in Exhibit G. Prior to the release of any grant funds, City must determine to
its satisfaction that the Project is substantially complete and meets the conditions of
this Agreement.
(2) Facade Grant. City agrees to provide a matching (1:1) grant not to exceed
Ten Thousand Dollars ($10,000) to reimburse Developer for documented costs for
front or rear facade renovations to the Property to eliminate inappropriate additions
or alterations and to restore the facade to its historic appearance, or to rehabilitate
the facade to include new windows, paint, signage, awnings, etc., to improve the
overall appearance of the Property, and the costs of landscaping or screening with
fencing or retaining walls if such landscaping or screening improves the Property
adjacent to the public right-of-way, on the terms and conditions set forth in Exhibit
H
(3) Financial Consultant Grant. City agrees to provide a matching (1:1) grant not
to exceed Fifteen Thousand Dollars ($15,000) to reimburse Developer for
documented costs related to hiring a financial consultant to evaluate the Project's
feasibility on the terms and conditions set forth in Exhibit I. Such funds will be
disbursed only on completion of the Minimum Improvements, documentation of
costs and an inspection of the completed Project.
(4) Written requests for payment of grant funds must be submitted to the
Economic Development Department together with all required documentation.
3.2 Economic Development Grants.
(1) For and in consideration of Developer's obligations hereunder, and in
furtherance of the goals and objectives of the Urban Renewal Plan for the Project
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Area and the Urban Renewal Law, City agrees, subject to Developer being and
remaining in compliance with the terms of this Agreement, to make twenty (20)
consecutive semi-annual payments (such payments being referred to collectively as
the Economic Development Grants) to Developer, as follows:
November 1, 2020
November 1, 2021
November 1, 2022
November 1, 2023
November 1, 2024
November 1, 2025
November 1, 2026
November 1, 2027
November 1, 2028
November 1, 2029
May 1, 2021
May 1, 2022
May 1, 2023
May 1, 2024
May 1, 2025
May 1, 2026
May 1, 2027
May 1, 2028
May 1, 2029
May 1, 2030
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal
to ninety percent (90%) of the actual amount of tax increment revenues collected by
City under Iowa Code Section 403.19 (without regard to any averaging that may
otherwise be utilized under Iowa Code Section 403.19 and excluding any interest
that may accrue thereon prior to payment to Developer) during the preceding six-
month period in respect of the Property and Minimum Improvements constructed by
Developer (this 90% share of the collected tax increment revenue being referred to
herein as the Pledged Developer Tax Increments). Developer recognizes and
agrees that the Economic Development Grants shall be paid solely and only from
the incremental taxes collected by City in respect to the Property and Minimum
Improvements, which does not include property taxes collected for the payment of
bonds and interest of each taxing district, and taxes for the regular and voter -
approved physical plant and equipment levy, instructional support levy, and any
other portion required to be excluded by Iowa law, and thus such incremental taxes
will not include all amounts paid by Developer as regular property taxes.
(2) To fund the Economic Development Grants, City shall certify to the County
prior to December 1 of each year, commencing December 1, 2019, its request for
the available Pledged Developer Tax Increments, resulting from the assessments
imposed by the County as of January 1 of that year, to be collected by City as taxes
are paid during the following fiscal year and which shall thereafter be disbursed to
Developer on November 1 and May 1 of that fiscal year. (Example: If City so
certifies by December 1, 2019, the Economic Development Grants in respect
thereof would be paid to Developer on November 1, 2020, and May 1, 2021.)
(3) The Economic Development Grants shall be payable from and secured solely
and only by the Pledged Developer Tax Increments paid to City that, upon receipt,
shall be deposited and held in a special account created for such purpose and
designated as the 210 Jones, LLC TIF Account of City. City hereby covenants and
agrees to maintain its TIF ordinance in force during the term and to apply the
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incremental taxes collected in respect of the Property and Minimum Improvements
and allocated to the 210 Jones, LLC TIF Account to pay the Economic Development
Grants, as and to the extent set forth in Section 3.2(1) hereof. The Economic
Development Grants shall not be payable in any manner by other tax increments
revenues or by general taxation or from any other City funds. City makes no
representation with respect to the amounts that may be paid to Developer as the
Economic Development Grants in any one year and under no circumstances shall
City in any manner be liable to Developer so long as City timely applies the Pledged
Developer Tax Increments actually collected and held in the 210 Jones, LLC TIF
Account (regardless of the amounts thereof) to the payment of the Economic
Development Grants to Developer as and to the extent described in this Section.
(4) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project Area, or any available Pledged
Developer Tax Increments resulting from the termination of the annual Economic
Development Grants under Section 3.2 hereof, for any purpose for which such tax
increment revenues may lawfully be used pursuant to the provisions of the Urban
Renewal Law, and City shall have no obligations to Developer with respect to the
use thereof.
(5) All of City's obligations under this Agreement, including but not limited to
City's obligation to pay the Economic Development Grants to Developer, shall be
subject to City having completed all hearings and other procedures required to
amend the Urban Renewal Plan to describe the Urban Renewal Project being
undertaken in accordance with this Agreement.
SECTION 4. NON- APPROPRIATION / LIMITED SOURCE OF FUNDING.
4.1 Non -Appropriation. Notwithstanding anything in this Agreement to the contrary, the
obligation of City to pay any installment of the Economic Development Grants from the
pledged tax increment revenues shall be an obligation limited to currently budgeted funds,
and not a general obligation or other indebtedness of City or a pledge of its full faith and
credit within the meaning of any constitutional or statutory debt limitation, and shall be
subject in all respects to the right of non -appropriation by the City Council of City as
provided in this Section. City may exercise its right of non -appropriation as to the amount
of the installments to be paid during any fiscal year during the term of this Agreement
without causing a termination of this Agreement. The right of non -appropriation shall be
exercised only by resolution affirmatively declaring City's election to non -appropriate funds
otherwise required to be paid in the next fiscal year under this Agreement.
In the event the City Council of City elects to not appropriate sufficient funds in the budget
for any future fiscal year for the payment in full of the installments on the Economic
Development Grants due and payable in that future fiscal year, then City shall have no
further obligation to Developer for the payment of any installments due in that future fiscal
year which cannot be paid with the funds then appropriated for that purpose.
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4.2 The right of non -appropriation reserved to City in this Section is intended by the
parties, and shall be construed at all times, so as to ensure that City's obligation to pay
future installments on the Economic Development Grants shall not constitute a legal
indebtedness of City within the meaning of any applicable constitutional or statutory debt
limitation prior to the adoption of a budget which appropriates funds for the payment of that
installment or amount. in the event that any of the provisions of this Agreement are
determined by a court of competent jurisdiction to create, or result in the creation of, such a
legal indebtedness of City, the enforcement of the said provision shall be suspended, and
the Agreement shall at all times be construed and applied in such a manner as will
preserve the foregoing intent of the parties, and no event of default shall be deemed to
have occurred as a result thereof. If any provision of this Agreement or the application
thereof to any circumstance is so suspended, the suspension shall not affect other
provisions of this Agreement which can be given effect without the suspended provision,
and to this end the provisions of this Agreement are severable.
SECTION 5. COVENANTS OF DEVELOPER
5.1 The Minimum Improvements to the Property shall conform to City of Dubuque
Architectural Guidelines and the Design Letter, Exhibit J.
5.2 This section intentionally left blank.
5.3 Books and Records. During the term of this Agreement, Developer shall keep at all
times and make available to City upon reasonable request proper books of record and
account in which full, true and correct entries will be made of all dealings and transactions
of or in relation to the business and affairs of Developer in accordance with generally
accepted accounting principles consistently applied throughout the period involved, and
Developer shall provide reasonable protection against loss or damage to such books of
record and account.
5.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real
property taxes and assessments payable with respect to all and any parts of the Property
unless Developer's obligations have been assumed by another person pursuant to the
provisions of this Agreement.
5.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to
apply for any state or local property tax exemptions which are available with respect to the
Development Property or the Minimum Improvements located thereon that may now be, or
hereafter become, available under state law or city ordinance during the term of this
Agreement, including those that arise under Iowa Code Chapters 404 and 427, as
amended.
5.6 Insurance Reauirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements and at its sole cost
10
and expense builder's risk insurance, written on a Completed Value Form in an
amount equal to one hundred percent (100%) of the building (including Minimum
Improvements) replacement value when construction is completed. Coverage shall
include the "special perils" form and developer shall furnish City with proof of
insurance in the form of a certificate of insurance.
(2) Upon completion of construction of the Minimum Improvements and up to the
Termination Date, Developer shall maintain, or cause to be maintained, at its cost
and expense property insurance against loss and/or damage to the building
(including the Minimum Improvements) under an insurance policy written with the
"special perils" form and in an amount not less than the full insurable replacement
value of the building (including the Minimum Improvements). Developer shall
furnish to City proof of insurance in the form of a certificate of insurance.
The term "replacement value" shall mean the actual replacement cost of the
building with Minimum Improvements (excluding foundation and excavation costs
and costs of underground flues, pipes, drains and other uninsurable items) and
equipment, and shall be reasonably determined from time to time at the request of
City, but not more frequently than once every three (3) years.
(3) Developer shall notify City immediately in the case of damage exceeding
$50,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. Net proceeds of any such insurance
(Net Proceeds), shall be paid directly to Developer as its interests may appear, and
Developer shall forthwith repair, reconstruct and restore the Minimum Improvements
to substantially the same or an improved condition or value as they existed prior to
the event causing such damage and, to the extent necessary to accomplish such
repair, reconstruction and restoration, Developer shall apply the Net Proceeds of
any insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof, subject, however, to the terms of any mortgage
encumbering title to the Property (as its interests may appear). Developer shall
complete the repair, reconstruction and restoration of Minimum Improvements
whether or not the Net Proceeds of insurance received by Developer for such
purposes are sufficient.
5.7 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the
Minimum Improvements in good repair and working order, ordinary wear and tear
accepted, and from time to time shall make all necessary repairs, replacements, renewals
and additions.
5.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
sexual orientation, gender identity, national origin, age or disability.
11
5.9 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a position to
participate in a decision-making process or gain insider information with regard to the
project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any activity,
or benefit therefrom, which is part of this project at any time during or after such person's
tenure. In connection with this obligation, Developer shall have the right to rely upon the
representations of any party with whom it does business and shall not be obligated to
perform any further examination into such party's background.
5.10 Non -Transferability. During the Term of this Agreement, this Agreement may not be
assigned by Developer nor may any portion of the Property be sold or otherwise
transferred by Developer without the prior written consent of City in City's sole discretion.
City has no obligation to consent to any assignment or sale.
5.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as commercial and storage space, is in full compliance with the Urban
Renewal Plan) (however, Developer shall not have any liability to City to the extent
that a successor in interest shall breach this covenant and City shall seek
enforcement of this covenant directly against the party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, national origin, age or disability in the sale, lease, rental,
use or occupancy of the Property or any improvements erected or to be erected
thereon, or any part thereof (however, Developer shall not have any liability to City
to the extent that a successor in interest shall breach this covenant and City shall
seek enforcement of this covenant directly against the party in breach of same).
5.12 Compliance with Laws. Developer shall comply with all laws, rules and regulations
relating to its businesses, other than laws, rules and regulations the failure to comply with
or the sanctions and penalties resulting therefrom, would not have a material adverse
effect on the business, property, operations, financial or otherwise, of Developer.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES.
6.1 Events of Default Defined. The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
12
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements or the Parking Improvements to be commenced and completed
pursuant to the terms, conditions and limitations of this Agreement.
(3) Transfer of any interest by Developer of the Propertyin violation of the
provisions of this Agreement prior to the issuance of the final Certificate of
Completion.
(4) Failure by Developer or City to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
6.2. Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 6.1 of this Agreement occurs and is continuing, City, as specified below, may take
any one or more of the following actions after the giving of written notice by City to
Developer (and the holder of any mortgage encumbering any interest in the Property of
which City has been notified of in writing) of the Event of Default, but only if the Event of
Default has not been cured within sixty (60) days following such notice, or if the Event of
Default cannot be cured within sixty (60) days and Developer does not provide assurances
to City that the Event of Default will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from the Developer deemed adequate by City, that the Developer will
cure its default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City shall be entitled to recover from Developer the sum of all amounts
expended by City in connection with the funding of the Downtown Rehab
Loan/Grant or Economic Development Grant and Loan to Developer and City may
take any action, including any legal action it deems necessary, to recover such
amounts from the Developer;
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
6.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
13
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient.
6.4 No Implied Waiver. In the event any agreement contained in this Agreement should
be breached by any party and thereafter waived by any other party, such waiver shall be
limited to the particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
6.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation
may be set by the court in the trial of such action or by the arbitrator, as the case may be,
or may be enforced in a separate action brought for that purpose. Such fees and costs of
litigation shall be in addition to any other relief that may be awarded.
6.6 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that may
appear necessary or desirable to collect any payments due under this Agreement, to
recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may suspend
their performance under this Agreement until they receive assurances from City, deemed
adequate by Developer, that City will cure its default and continue its performance under
this Agreement.
SECTION 7. GENERAL TERMS AND PROVISIONS
7.1 Notices and Demands. Whenever this Agreement requires or permits any notice or
written request by one party to another, it shall be deemed to have been properly given if
and when delivered in person or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid,
addressed as follows:
If to Developer:
With copy to:
Chris Miller
210 Jones, LLC.
3211 North Cedar Court
Dubuque IA 52003
Attorney
Flint Drake
300 Main Street, Suite 323
Dubuque, Iowa 52001
(563) 582-2000
14
If to City:
With copy to:
City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
City Attorney
City Hall
50 W. 13th Street
Dubuque IA 52001
Or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
7.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
7.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2030 (the Termination Date).
7.4 Execution Bv Facsimile. The parties agree that this Agreement may be transmitted
between them by facsimile machine. The parties intend that the faxed signatures
constitute original signatures and that a faxed Agreement containing the signatures
(original or faxed) of all the parties is binding on the parties.
7.5 Memorandum of Development Agreement. Developer shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit D in the
office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so
recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and attested to by its City Clerk and Developer has caused
this Agreement to be duly executed on or as of the first above written.
CITY OF DUBUQUE, IOWA
By
Attest:
Kevi
Roy D. »uol, Mayor
S.Firnstahl,
15
210 JONES, LLC
By
Chris Miller, President
City Clerk
(City Seal)
STATE OF IOWA
COUNTY OF DUBUQUE
)
) SS
)
On this /9 day of 1-..tm ce- 20/-1, before me the undersigned, a Notary
Public in and for the said County and State, personally appeared Roy D. Buol and Kevin S.
Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the
Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation
executing the instrument to which this is attached; that the seal affixed hereto is the seal of
said municipal corporation; that said instrument was signed and sealed on behalf of the
City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk
acknowledged the execution of said instrument to be the voluntary act and deed of said
City, by it and by them voluntarily executed.
Notary Public
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
RISH L. GLEASON
Commission Number 719986
My Commission Expires
On this erc" day of jkiv".sz-_ 20[7, before me the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Chris Miller, to me personally
known, who, being by me duly sworn, did say that he is the President of 210 Jones, LLC.,
the corporation executing the instrument to which this is attached and that as said
President of 210 Jones, LLC. acknowledges the execution of said instrument to be the
voluntary act and deed of said company, by it and by him, an individual, voluntarily
executed.
16
LIST OF EXHIBITS
EXHIBIT A—City Attorney Certificate
EXHIBIT B — City Certificate
EXHIBIT C—Opinion of Developer Counsel
EXHIBIT D— Memorandum of Development Agreement
EXHIBIT E — Parking Improvements
EXHIBIT F— Certificate of Completion
EXHIBIT G — Planning and Design Grant
EXHIBIT H— Fagade Grant
EXHIBIT I — Financial Consultant Grant
EXHIBIT J — Design Letter
INSURANCE SCHEDULE
17
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
18
BARRY A. LINDAHL , ESQ.
CITY ATTORNEY
(DATE)
RE:
Dear
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between (Developer)
and the City of Dubuque, Iowa (City) dated for reference purposes the _ day of
, 20 .
The City has duly obtained all necessary approvals and consents for its execution,delivery
and performance of this Agreement and has full power and authority to execute, deliver
and perform its obligations under this Agreement, and to the best of my knowledge, the
representations of the City Manager in his letter dated the_day of , 20,
are correct.
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
BAL:tIs
19
EXHIBIT B
CITY CERTIFICATE
20
rtlecmoF
Ciry ManngeOlfin•
511 west 131h 5 St 5
UubuquG Iowa .5._^1101-4864
(563)589-411U plwne
(503)589A149 MA
o W mg M6tvofd,,b,,qucurg
(DATE)
Dear
I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for reference
purposes the_day of , 20 .
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit B.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of whatever
nature to which City is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
21
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date
which representations and warranties shall continue and survive the Closing Date.
Sincerely,
Michael C. Van Milligan
City Manager
MCVM:jh
22
EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
23
Mayor and City Councilmembers
City Hall
1311 and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and
Dear Mayor and City Councilmembers:
We have acted as counsel for , (Developer)in connection with
the execution and delivery of a certain Development Agreement(Development Agreement)
between Developer and the City of Dubuque, Iowa ("City')dated for reference purposes
the day of , 20.
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Developer is a limited liability company organized and existing underthe laws
of the State of Iowa and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms,except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under,the articles of incorporation and bylaws of Developer, any
indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order,
statute, rule, regulation or restriction to which Developer is a party or by which Developer's
property is bound or subject.
3. There are no actions, suits or proceedings pending orthreatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
24
thereunder.
Very truly yours,
25
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
26
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, of Dubuque, Iowa, and 210 Jones, LLC. was made regarding the following
described premises:
LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542, LOT 1
OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543, LOT"A"
OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D" OF
"VACATED SHIELDS STREET", IN THE CITY OF DUBUQUE, IOWA,
ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF THE
SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE RECORDED
PLATS OF SAID RESPECTIVE SUBDIVISIONS
The Development Agreement is dated for reference purposes the day of
,2017, and contains covenants, conditions,and restrictions concerning the sale
and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of the
Development Agreement, together with any amendments thereto, is in the possession of
the City of Dubuque and may be examined at its offices as above provided.
Dated this day of , 2017.
CITY OF DUBUQUE, IOWA
27
By. I
Roy D. Buol, Mayor
By:
Kevin S. Firnstahl, City Clerk
28
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this _day of , 20_, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to
me personally known, who being by me duly sworn did say that they are the Mayor and
City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to said Instrument is
the seal of said Municipal Corporation and that said instrument was signed and sealed on
behalf of said Municipal corporation by authority and resolution of its City Council and said
Mayor and City Clerk acknowledged said instrument to be the free act and deed of said
Municipal Corporation by it voluntarily executed.
Notary Public, State of Iowa
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this day of , 20 , before me, a Notary Public in and for the
f I
State oowa, in and for said county, personally appeared Chris Miller to me
personally known, who being by me duly sworn did say that he is the President of
210 Jones, LLC.and that said instrument was signed on behalf of said company by
authority of its members and that he acknowledged the execution of this instrument
to be the voluntary act and deed of said company by it voluntarily executed.
Notary Public, State of Iowa
29
EXHIBIT E
PARKING IMPROVEMENTS
30
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31
EXHIBIT F
CERTIFICATE OF COMPLETION
32
Prepared By: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563)5834113
Return to: Barry A. Undahl, 300 Main Street,Suite 330, Dubuque, IA 52001 (563)583-4113
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (City) and 210
Jones, LLC (Developer) entered into a Development Agreement dated for reference
purposes , 2017, relating to certain real property located within the Greater
Downtown Urban Renewal District of the City of Dubuque and as more particularly
described as follows:
LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542, LOT 1 OF LOT 2 OF
CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543, LOT "A" OF "VACATED SHIELDS
STREET', AND, LOT 2 OF LOT`D" OF-VACATED SHIELDS STREET', IN THE CITY OF
DUBUQUE, IOWA,ACCORDING TO THE UNITED STATES COMMISSIONERS, MAP OF
THE SURVEY OF THETOWN OF DUBUQUE, IOWA, ANDTHE RECORDED PLATS OF
SAID RESPECTIVE SUBDIVISIONS
(the Property); and
WHEREAS, said Agreement incorporated and contained certain covenants and
conditions with respect to the development of the Property, and obligated Developer to
construct certain Minimum Improvements in accordance with the Agreement; and
WHEREAS, Developer has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements on the
Property in a manner deemed sufficient by City to permit the execution and recording of
this certification.
NOW,THEREFORE, pursuant to Section 2.4 of the Agreement,this is to certify that
all covenants and conditions of the Agreement with respect to the obligations of Developer,
and its successors and assigns,to construct the Minimum Improvements on the Property
have been completed and performed by Developer to the satisfaction of City and such
covenants and conditions are hereby satisfied.
The Recorder of Dubuque County is hereby authorized to accept for recording and to
record the filing of this instrument, to be a conclusive determination of the satisfaction of
the covenants and conditions of said Agreement, as amended, and that said Agreement
shall otherwise remain in full force and effect.
CITY OF DUBUQUE, IOWA
By:
33
Michael C. Van Milligan, City Manager
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this day of 20 , before me,the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Michael C. Van Milligen, to me
personally known, who, being by me duly sworn, did say that he is the City Managerof the
City of Dubuque, Iowa, a municipal corporation, and that the instrument was signed on
behalf of the corporation, and Michael C. Van Milligan acknowledged the execution of the
instrument to be his voluntary act and deed.
Notary Public in and for said State
34
EXHIBIT G
PLANNING & DESIGN GRANT
35
PLANNING & DESIGN GRANT INFORMATION
This program provides grants m the Greater Downtown Urban Renewal District for hiring
archdects,engineers a othaprolessional services used prior to construction
Amountof Grant: I matching grant rot to exceed ten thousand dollars($10,000)
be awarded by the City to qualifying projects to offset the actual
pre-development costs_ (F r mple_ $8,500 in eligible project
costs would receive$4,250 grant matched by$4,250 in private
contribution; $20,000 or greater eligible project costs would
receive the maximum$10,000 gmnL)
Grant Specific Conditions:
• Reimbursement is for architectural and engineering fees, feasibility, studies,
environmental assessments or other related soft costs.
• Reimbursable expenditures must he documented_
• Ownerl developer fees are not permitted as reimbursable expenditures.
• The grant shall not exceed ten percent(10%)of total project costs_
• Grants will be disbursed upon completion of the project at a rate of$0.50 for
each$1.00 of qualified casts.
Approval Process:
1. Design review by the City Planning Department andlor the Histonmi Preservation
Commission is required mrextenorworlt on the project.
2. Grant applications wil be reviewed by City staff Review Committee and approved
by the City Manager.
3. Funding will be disbursed upon stag renew of documented expenditures and
inspection of a completed project
36
EXHIBIT H
FACADE GRANT
37
FACADE GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for front
or rear lagade renovation to restore the fagade to its historic appearance or improve the
overall appearance.
Amount of Grant: 1.1 matching grant not to exceed ten thousand dollars($10,000)
shall be awarded by the City to qualifying projects based on total
eligible project costs. (Example_ $0,500 in eligible project costs
would receive a $4.250 grant matched by $4,250 in private
conhibution; $20,000 or greater eligible project costs would
receive the maximum$10,000 grant.)
Grant Specific Conditions:
• Reimbursement is for labor and material costs associated with fafade
improvements,including but not limited to,rehabilitating or improving windows,
pant,signage,or awnings to enhance overall appearance.
• Landscaping or screening with fencing or retaining walls may be a reimbursable
expense if a determination is made that property is improved adjacent to public
right-0f-way.
• In order to receive reimbursement for repointing,a mortar analysis sample may
be requested foreach fayade that will be repointed. The applicant must adhere
to the results of that analysis in their rehabilitation work as part of their approved
project plan. The City may request verification that the new mortar matches
the results of the mortar analysis.
• Language from the National Park Service Technical Preservation Services
Briefs may be attached as a condition for a building permit if the applicant
chooses to perform reporting on the project.
• Reimbursable expenditures must be documented.
• Grants will be disbursed upon completion of work at a rate of$.50 for each
5100 of qualified costs
ApprovalProcess:
1. Design review by the City Planning Department andifor the Historical Preservation
Commission is required for exterior wurk on the pmjecL
2. Grant applications will be reviewed by City staff Review Commitee and approved
by the City Manager.
3. Funding will be disbursed upon stat review of documented expenditures and
inspection of a completed project
38
EXHIBIT I
FINANCIAL CONSULTANT GRANT
39
FINANCIAL CONSULTANT GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for hiring
a financial consutiant to analyze me teasibility of projects.
Amount of Grant: 1:1 matching grant not to exceed fi0een thousand dollars
($15,000)shall be awarded to qualifying projects based on Dotal
eligible project costs. (Example_ $8,500 in eligible project costs
would receive a $4,250 grant matched by $4,250 in private
conbilwtion; $30,000 er greater eligible costs would receive the
maximum$15,000 grant)
Grant Specific Conditions:
• Reimbursement is for fees associated with hiring a professional financial
consultant.
• Reimbursable expeni ibires must be documented
• This grant shall not exceed ten percent(10%)of total project costs_
• The rehabilitation project must be completed for the Financial Consultant Grant
to be funded.
• Grants will be disbursed upon completion of work at a rate at 5.50 for each
$1.00 of qualified costs_
Approval Process:
1. Design review by the City Planning Department adfor the Historical Preservation
Commission n required for exterior work on the project-
2 Grant applications will be reviewed by City staff Review Committee and approved
by the City Manager.
3. Funding will be dishursed upon staff review of documented expenditures and
inspection of a completed project.
40
EXHIBIT J
DESIGN LETTER
41
n mcrly cin Dubuque
Dus E
-hnelrrpirre wi Wr tvlitir.ippi
TO: JIM Conners,Economic Development Project Coordinator
FROM: David Johnson,Assistant Planner 7 c:
SUBJECT: Design Review-210 Jones Street
DATE: October 6,2016
Imbodu Ilion
This memorandum forwards the design review for exterior improvements to 210 Jones
Street.The design review is being provided per your request in response to a development
agreement for the property_
Backnround
The project is located in the Greater Onwnlown Urban Renewal District and the Dawntewn
Design Guidelines Area.Exterior alterations receiving city incentives are sublect to design
review and approval.The City of Dubuque Architectural Guidelines apply to this project
Discussion
The scope of this design review is linilod to the extenor of the building.The proposed
alterations include new vwndows and donrs to be located in ensang openings.The project
as depicted in the enclosed drawings prepared by Jeffrey Marten Architects and dated July
6,2012 is recommended for approval with the following condifions:
1. The new windows must be either aluminum clad or wend are match the same sm.
shape,and We as the original windoxs.The divided Tile pattern depicted in the
dratwrgs is acceptable.Muntms must be foaled on the exterior of the glass.
2- The new commercial and service doors are acceptable as depicted and may be
either woof or metal.The colors of the doors,willows and any trim should
complement each other.The property o should continue to consult with me it
the design of the doors should charge.
This protect,it done in conformance with the approved plans and conditions,will meet me
City of Dubuque Architectural Guidelines_The property owner must he aware that tical
approval and conditions do not necessarily minor these standards set forth by the State of
Iowa for Historic Tax Credit projects. If Federal funding or Ffstodc Tax Credits ane planned
for the project,it is highly recommended the goperryowner consult with the Slate Historic
Preservation Office prior to commencing work.
M Todd Can,Building Services Manager
42
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44
INSURANCE SCHEDULE AA
45
City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way
Licensees or Penniless
INSURANCE SCHEDULE AA
1. shall lommin a signed certificate of insurance to the City of Dubuque.Iowa
for me coverage required in Exhibit I prior to the lease,license,or Permit commencement All
lessees of City property and right of way licensees or perniftees shall submit an updated
certificate annually.Each cedihcate shall be prepared an the most current AC0RD form approved
by the Iowa Insurance Division or an equivalent.Each certificate shall include a statement under
Description of Operations as to why the certificate was issued.Eg Project C or lease of
premlees at or construction of or right of way permitted
location and description
2. All policies of insurance required hereunder shall be with an insurer aumorized to do business in
Iowa and all insurere shell have a rating of A or better in me cement A.M.Best's Rating Gwde.
3. Each cenficale shall be furnished to Me Department of the City of Dubuque:
4. The lessee,licensee,or pemggee shall he required to carry me minimum coverage/limits,or
greater if required by law or other legal agreement,in Exhibit I.Failure to provide me required
minimum coverage shall not be deemed a waiver of such requirements by me City of Dubuque
5. Failure to obtain or maintain the required insurance shall be considered a material breech of me
lease,license,or permit
6. All required endorsements shall be attached to certificate.
7. Whenever a specific ISO farm is referenced the current edition of the foam must be used unless
Sri equivalent form is approved by the Finance Director.The lessee,licensee,or permittee must
identity and tial to WrNng all deviations and exclusions ham me ISO form.
B. If lessee's,licensee's,or penthouse limits of liability are higher than be required minimum limits
then me leam's,licensee's,or penaltlee's limits shall be this agreement's required limits.
9. Lessee,ficensce,or perfumes shall require all subcontractors and subsubconbactom toobtain
and maintain during the performance of work Insurance for me coverages described in this
Insurance Schedule and shall obtain certificates of iasureace ham all such subconbackne and
sub-subcohtractom.Lessee,licensee,or permittee agrees that It shall be liable for the failure of a
subcontractor and sub-subcontractor M obtain and maintain such coverage.The City may
request a copy of such certificates from the lessee,licensee,or pemvttee_
Page tof4 ScheduleAALesxes Of City Pmpnty;Right Of Way Ll censees or Permittees April 2017
46
City of Dubuque Insurance Requirements for Lessees of City Property and Right of way
Licensees or Permittees
INSURANCE SCHEDULE AA (CONTINUED)
EXHIBIT I
Al COMMERCIAL GENERAL LIABILITY
General Aggregate Limit SUD0 000
ProductsCompletedOperations Aggregate Limn St 000,000
Personal and Advertising Injury Lima $t 000 000
Each Occurrence 51,000 000
Fire Damage Limit(my one occurrence) 550000
Medical Payments S5,0D0
1) Coverage shall be written on an occurrence,net chars made,form-The general
liability coverage shall be written in accord with ISO form CG0001 or business
owners form BP0002. All deviators from Ne standard ISO commercial general
liability form CG 0001,or Business owners fame BP 0002,shall be clearly
identfted.
2) Include ISO endorsement forth CG 25 04 'Designated Locabonls)General
Aggregate Limit'
3) Include endorsement indicating Chet coverage is primary and non-contributory
4) Include Preservetlon of Governmental Immunities Endorsement(Sample
attached).
5) Include an endorsement that deletes any fellow employee exclusion
6) Include additional insured endorsement for:
The City of Dubuque,including all its elected and appointed officials,all its
employees and volunteers,all its boards,commissions and/or authorities and
!heir board members,employees and volunteers.Use ISO form CG 20 10
(Ongoing operations)or its equwalenL
7) Il lessee, licensee,or permiHee utilizes TdIdun or Segways in the conduct of
business,include an endomement reflecting Nat these vehicles are not excluded
from Commercial General Liability coverage-
B) WORKERS'COMPENSATION&EMPLOYERS LIABILITY
Statutory benefits covering all employees Injured on Ne job by accident or disease as
prescribed by Iowa Code Chapter 85 as amended.
Coverage Statutory—State of Iowa
Coverage 6 Employers Liability
Each Accident $100,000
Each Employee-Disease $100,000
Policy LimitDisease $500,000
Policy shall include Weiver of Right to Recover from Others endorsement.
N onelection of Workers'Compensation or Em players'Liability Coverage under Iowa
Cade sec.87.22
_yea _formatlached
Cl ENVIRONMENTAL IMPAIRMENT LLA13ILFTY OR POLLUTION LIABILITY
Coverage required: _yes no
Page 2 of 4 Schedule AA Lessees Of City Praperty;Right Of Way Licensees or Permittees April 2017
47
City of Dubuque hisurance Requirements for Lessees of City Property and Right of Way
Licensees or Permittees
INSURANCE SCHEDULE AA (Continued)
Pollution liability coverage spat be required If the lessee,contracting Parry,or permittee
has any pollution exposure for abatement of hazardous or contaminated materials
Including, but not limited to,patrole um products,the removal of lead,asbestos,or PCBs-
Pollubou product and completed operations coverage shall also b,covered.
Each occunenw $2000,000
Policy Aggregate $4.000,000
1) Policy to include premises and transportation coverage.
2) Include additional insured as staled in All).
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
D) PROPERTY INSURANCE REQUIRED 13Y LEASE,LICENSE,OR PERMIT
_yes _no
EVidence of property coverage provided: _yes
Page 3 of 4 Schedule AA Lessees Of City Property:Right Of Way Licensees or Permittees April 2017
48
City of Dubuque Insurance Re quirementsfor Lessees of City Property and Right of Way
Licensees or Permittees
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaverof Governmentallmmiritv-The insurer expressly agrees and states mat me purchase
of this policy and the including of the City of Dubuque,Iowa as an Additional Insured does not waive any
of the defenses of governmental immunity available to the City of Dubuque,Iowa under Code of Iowa
Section 670.4 as it is now exists and as it may be amended from lime to time
2 Claims Coverage.The insurer further agrees that that policy of insurance shall cover only those
claims not subject to the defense of governmental immunity under me Code of Iowa Section 6704 as it
now exists and as it may be amended from lime for time.Those claims not subject to Cade of Iowa
Section 670A shall be covered by me temp and conditions of this human cc poll ay.
3. Assertion of Government Immunity.The City of Dubuque,Iowa shall be responsible for asserting
any defense of governments]immunity,and may do so at any time and shall do so upon the timely writlen
request of me insurer.
4. Non-Denial of Coverage.The insurer shall not d any coverage under Mils policy and the insurer
shall not deny any of me rights and benefits accruing to the City of Dubuque. Iowa under this policy for
reasons of governmental immun dy unless and until a court of competent jurisdiction has rated in favor of
the defenses)of govemmental immunity asserted by me City of Dubuque,Iowa
No Other Change in Policy.The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy_
SPECIMEN
Page 4 of 4 Schedule AA Lessees Of City Property:Right Of Way Licensees or Permittees Apn12017
49
STATE OF IOWA {SS.
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION
I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald,a newspaper of general circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper
on the following dates: June 9, 2017, and for which the charge is $34.34.
I�
Subscribed to before n a Notary Public in and for Dubuque County, Iowa,
this_ day o , 20/7 it
{
i
3
Notary Public in and for Dubuque County, Iowa.
I,
$4�+c MARY K WESTERMEYER
Commission Number 154885
MMy,Commission Exp.Feb.1,2020
i
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9
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ii
or persons"with special
accessibility needs
should contact the City
63)
CITY OF DUBUQUE, At the meeting, the Clerk's 4100 office
TDD at /TTY
IOWA City Council will (56 3) $90-6678 at least I
OFFICIAL NOTICE:` receive oral and 48 hours prior to,the
NOTICE OF A,PUBLIC written objections from meeting.
HEARING OF THE any resident or pro- Dated this 9th day of
CITY, COUNCIL OF perty owner of said June,2017..
T.HE CITY OF DUBU- City to the above Kevin S.'Firnstahl,City
QUE, IOWA,,ON THE action. After all objec Clerk of Dubuque,Iowa'
MATTER. OF THE tions have been re it 6/9
ROP.OSED'AUTHORI- ceived and,Considered, ,
PR P, OF URBAN the City Council may at
ENEWAL TAX this meeting or at any
RE IN- m
CE L REVENUE adjournment thereof,
OBLIGATIONS AND approve the•Develop-
THE APPROVAL OF ment Agreement, and l
THE' DEVELOPMENT authorize such Tax
AGREEMENT RELAT- Increment Revenue
. ITH Grant Obligations or
ING THERETOW
210 JONES,LLC abandon the proposal. 4
By order of the City
PUBLIC,::NOTICE is Council said hearing
hereby given that the and,appeals therefrom
City Council of the City shall be held in actor- II
of Dubuque;Iowa,.will dance with and govern-
hold,a public hearing ed by the provisions of
on the 19th day of 9 of the
June,2017,at 6A0 P.M. CSection 403,ode of Iowa
Chambers a
in the City. i
tthe Council This notice is given by
Historic'Federal Build order t-of the city
Council of the City of
ing, 350 W. 6th St., Dubuque, Iowa, as
Dubuque, Iowa, at provided by; Chapter 1.
which meeting the City 403' of the Code of
Council •proposes 'to Iowa.
take action on the Any visual or hearing }
authorization and exe
cution of the envelop- impaired persons need
Agreement, and ing special assistance
ment.
on the issuance of
economic development
,grants(UrbamRenewal
Tax Increment Reve j
nue Grant obligations)
described therein in
order to carry out the
.purposes and objec-
tives of the. Urban
Renewal Plan•for the
Greater Downtown
Urban Renewal District,
.Consisting
of the
funding,,of economic
development grants to
210 Jones, LLC., under
the terms and condi-
tions of said,Develop P
ment Agreement and
the Urban Renewal
Plan for the Greater
Downtown„Urban Re-
newal District. The
aggregate amount, of
the Urban Renewal Tax
Increment I evenue
Grant,Obligations can-
not be determined :at
the present time,but is
not expected to exceed
$310,000.
1
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