Rouse & Dean Development Agreement Copyrighted
October 12, 2017
City of Dubuque Action Items # 3.
ITEM TITLE: Rouse & Dean Development Agreement
SUMMARY: City Manager recommending approval of a Development
Agreement between the City of Dubuque and Rouse and
Dean Foundry Building, LLC to redevelop property at 990
Washington Street.
RESOLUTION Approving a Development Agreement by
and between the City of Dubuque, Iowa and Rouse and
Dean Foundry Building, LLC for the redevelopment of 990
Washington Street
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Rouse and Dean Foundry Building Development City Manager Memo
Agreement- MVM Memo
Staff Memo Staff Memo
Development Agreement Staff Memo
Project Summary Supporting Documentation
Resolution of Approval Resolutions
Dubuque
THE CITY OF
III1ij B E All-America City
Masterpiece on the Mississippi
2007•2012•2013•2017
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approving a Development Agreement between the City of Dubuque and
Rouse and Dean Foundry Building, LLC to Redevelop Property at 990
Washington Street
DATE: October 11, 2017
Economic Development Director Maurice Jones recommends City Council approval of a
Development Agreement between the City of Dubuque and Rouse and Dean Foundry
Building, LLC to redevelop property at 990 Washington Street.
The Development Agreement provides for several incentives to encourage the $2.8
million redevelopment of the property. The key elements are Facade, Design &
Planning, and Financial Consultant grants totaling up to a maximum of $35,000 that will
be funded from the available Greater Downtown TIF cash balance.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Print ��
Mi2i11u l C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Maurice Jones, Economic Development Director
Dubuque Economic Development Department
THE CITY OF batitl 50 West 13th Street
DUB E All-America Dubuque,Iowa 52001-4864
1 iiiir 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: Approving a Development Agreement between the City of Dubuque
and Rouse and Dean Foundry Building, LLC to Redevelop Property
at 990 Washington Street
DATE: October 11, 2017
INTRODUCTION
This memorandum presents for City Council consideration and action the attached
resolution approving a Development Agreement between the City of Dubuque and
Rouse and Dean Foundry Building, LLC.
BACKGROUND
The building at the corner of 10th and Washington Streets has been vacant or
underutilized for over 50 years. This building is located in the heart of the development
in the Millwork District and is expected to enhance those investments.
DISCUSSION
The plans for this building include exterior improvements (windows, doors, masonry,
roof, etc.) and building out to a "white box" stage at this point to make it more
marketable for sale or lease, possibly as an event center, at a cost of approximately
$2.8 million, to be completed by October 1, 2019 (see attached Summary of the
Project).
The proposed Development Agreement provides for several incentives to encourage
the $1.8 million redevelopment of the property. The key elements are as follows:
Façade, Design & Planning, and Financial Consultant grants totaling up to a maximum
of $35,000.
Additional terms and conditions of the disposition of the property are included in the
attached Development Agreement.
BUDGET IMPACT
The $35,000 in grants will be funded from the available Greater Downtown TIF cash
balance.
RECOMMENDATION / ACTION STEP
Based on the importance of the City's goal to assist in redeveloping the Historic Millwork
District, I recommend that the City Council approve the Development Agreement
between the City of Dubuque and Rouse and Dean Foundry Building, LLC for the
redevelopment of 990 Washington Street by adopting the attached Resolution.
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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. 338-17
APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF
DUBUQUE, IOWA AND ROUSE AND DEAN FOUNDRY BUILDING, LLC FOR THE
REDEVELOPMENT OF 990 WASHINGTON STREET
WHEREAS, Rouse and Dean Foundry Building, LLC. is the owner of the following
described real estate (the Property):
LOT 1-1 CENTER CITY PLACE #3; locally known as 990 Washington Street
; and
WHEREAS, the Property is located in the Greater Downtown Urban Renewal
District (the District) which has been so designated by City Council Resolution 206-17 as
a &um and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban
Renewal Law); and
WHEREAS, Developer will undertake the redevelopment of a vacant building
located on the Property; and
WHEREAS, Developer will make a capital investment in building improvements,
equipment, furniture and fixtures on the Property; and
WHEREAS, the Property is historically significant and it is in the City's best interest
to preserve the Property; and
WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on
June 5, 2017, City has the authority to enter into contracts and agreements to implement
the Urban Renewal Plan, as amended; and
WHEREAS, it is the determination of the City Council that approval of the
Development Agreement, for redevelopment of the Property by Rouse and Dean Foundry
Building, 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 Rouse and Dean Foundry Building, 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 12th day of OGJtober, 2017.
Roy Duol, Mayor
Attest:
Kevinstahf Cit' Clerk
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Doc ID 010486560001 Type GEN
Kind: AGREEMENT
Recorded: 05/14/2020 at 04:25:15 PM
Fee Amt: $7.00 Page 1 of 1
Dubuque County Iowa
John Murphy Recorder
Fite2020_00006256
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 Rouse and Dean Foundry Building, LLC, was made regarding the following described
premises:
LOT 1-1 CENTER CITY PLACE #3; locally known as 990 Washington Street
The Development Agreement is dated for reference purposes the 12th day of October, 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 y of May, 2020.
CITY OF DUBU , IOWA
By:
Barry A. indahl, Senior Counsel
STATE OF IOWA
: ss:
DUBUQUE COUNTY
On this 1A 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 Dubu.ue and the Senior Counsel acknowledged said instrument to be his free act and deed on behalf
of the •ity of Dubuque.
) .6LC kfiA
Notary Public, Stre of Iowa
TRACEY L. STECKLEiN
Commission Num, ¢or 716016
My Comm. Exp. 11V
1 o- tbuio.AA.k. -1, 0D
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
ROUSE AND DEAN FOUNDRY BUILDING, LLC
THIS DEY[E P ENT AGREEMENT (Agreement) dated for reference purposes the
day of 9 , 2017 is made and entered into by and between the City of
Dubuque, Iowa (City) and Rouse and Dean Foundry Building, LLC (Developer).
WHEREAS, Developer is the owner of the following described real estate (the
Property):
LOT 1-1 CENTER CITY PLACE #3; locally known as 990 Washington Street
; and
WHEREAS, the Property is located in the Greater Downtown Urban Renewal District
(the District) which has been so designated by City Council Resolution 206-17 as a slum
and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban
Renewal Law); and
WHEREAS, Developer will undertake the redevelopment of a vacant building
located on the Property and will be operating the same during the term of this Agreement;
and
WHEREAS, Developer will make a capital investment in building improvements,
equipment, furniture and fixtures in the Property (Project); and
WHEREAS, the Property is historically significant and it is in the City's best interest
to preserve the Property; and
WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on
June 5, 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.
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
101117cmb
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) As of the Closing, City will have obtained all necessary approvals and
consents for its execution, delivery and performance of this Agreement and that it
will have full power and authority to execute, deliver and perform its obligations
under this Agreement. City's attorney shall issue a legal opinion to Developer at
time of closing confirming the representation contained herein, in the form attached
hereto as Exhibit A.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of whatever
nature to which City is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against the
Property.
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date.
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(8) As of the date of this Agreement there has been prepared and approved by
City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal
Plan for the Greater Downtown Urban Renewal Plan, most recently approved by
City Council of City on June 5, 2017, and as subsequently amended through and
including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A copy
of the Urban Renewal Plan, as constituted on the date of this Agreement and in the
form attached hereto, has been recorded among the land records in the office of the
Recorder of Dubuque County, Iowa.
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties:
(1) Developer is an Iowa corporation duly organized and validly existing under
the laws of the State of Iowa, and has all requisite power and authority to own and
operate its properties, to carry on its business as now conducted and as presently
proposed to be conducted, and to enter into and perform its obligations under 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 B.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
articles of incorporation or the bylaws of Developer or any contractual restriction,
evidence of indebtedness, agreement or instrument of whatever nature to which
Developer is now a party or by which it or its property is bound, or constitute a
default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the business, financial position or result of
operations of Developer or which affects the validity of the Agreement or
Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
State and federal laws and regulations.
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(6) Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all material requirements of all applicable local, state, and federal
laws and regulations which must be obtained or met.
(7) Developer has firm commitments for permanent financing for the Project in
an amount sufficient, together with equity commitments, to successfully complete
the requirements of this Agreement and shall provide evidence thereof to City prior
to the Closing Date.
1.3 Closing. The Closing shall take place on the Closing Date which shall be the 30th
day of November 2017, or such other date as the parties shall agree in writing but in no
event, shall the Closing Date be later than the 31St day of January, 2018. Consummation
of the Closing shall be deemed an agreement of the parties to this Agreement that the
conditions of Closing shall have been satisfied or waived.
1.4 Conditions to Closing. The Closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.1 shall be
correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit C.
(2) Developer shall have the right to terminate this Agreement at any time prior
to the consummation of the Closing on the Closing Date if Developer determines in
its sole discretion that conditions necessary for the successful completion of the
Project contemplated herein have not been satisfied in Developer's sole discretion.
Upon the giving of notice of termination by Developer to City, this Agreement shall
be deemed null and void.
(3) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement.
(4) Developer shall have furnished City with evidence, in a form satisfactory to
City (such as a letter of commitment from a bank or other lending institution), that
Developer has firm financial commitments in an amount sufficient, together with
equity commitments, to complete the Minimum Improvements (as defined herein) in
conformance with the Construction Plans (as defined herein), or City shall have
received such other evidence of Developer's financial ability as the reasonable
judgment of the City requires.
(5) Developer's counsel shall issue a legal opinion to the City confirming the
representations contained herein in the form attached hereto as Exhibit B.
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1.5 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to
Developer such other documents as may be required by this Agreement, all in a form
satisfactory to Developer.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer will make a capital investment of
approximately Two Million Eight Hundred Thousand Dollars ($2,800,000.00) to improve the
Property (the Minimum Improvements). The Minimum Improvements shall consist of the
rehabilitation of the Foundry Building (the Building).
2.2 [This section intentionally left blank]
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 October 1, 2019. The time
frames for the performance of these obligations shall be suspended due to unavoidable
delays meaning delays, outside the control of the party claiming its occurrence in good
faith, which are the direct result of strikes, other labor troubles, unusual shortages of
materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion directly
results in delays, or acts of any federal, state or local government which directly result in
extraordinary delays. The time for performance of such obligations shall be extended only
for the period of such delay.
2.5 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an appropriate
instrument so certifying in the form attached as Exhibit F. Such certification (the Certificate
of Completion) shall be in recordable form and shall be a conclusive determination of the
satisfaction and termination of the agreements and covenants in this Agreement.
SECTION 3. CITY PARTICIPATION/DOWNTOWN REHABILITATION INCENTIVES.
3.1 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
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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.
3.2 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 G.
3.3 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 G. Such funds will be disbursed only on completion of the
Minimum Improvements, documentation of costs and an inspection of the completed
Project.
3.4 Written requests for payment of grant funds must be submitted to the Economic
Development Department together with all required documentation.
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 make any payments to Developer 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 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 due and payable in that future fiscal year, then
City shall have no further obligation to Developer for the payment due in that future fiscal
year which cannot be paid with the funds then appropriated for that purpose.
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 for any
payments 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
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appropriates funds for such payment. In the event that any of the provisions of this
Agreement are determined by a court of competent jurisdiction to create, or result in the
creation of, such a legal indebtedness of City, the enforcement of the said provision shall
be suspended, and the Agreement shall at all times be construed and applied in such a
manner as will preserve the foregoing intent of the parties, and no event of default shall be
deemed to have occurred as a result thereof. If any provision of this Agreement or the
application thereof to any circumstance is so suspended, the suspension shall not affect
other provisions of this Agreement which can be given effect without the suspended
provision, and to this end the provisions of this Agreement are severable.
SECTION 5. COVENANTS OF DEVELOPER
5.1 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's
Standards for Rehabilitation. If the Project is not awarded Historic Tax Credits, the U.S.
Secretary of the Interior's Standards for Rehabilitation will be interpreted by City
Planning staff, at its sole discretion, for the Exterior Improvements.
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 Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements and at its sole cost
and expense builder's risk insurance, written on a Completed Value Form in an
amount equal to one hundred percent (100%) of the building (including Minimum
Improvements) replacement value when construction is completed, naming City as
an additional insured and loss payee. Coverage shall include the "special perils"
form and developer shall furnish City with proof of insurance in the form of a
certificate of insurance.
(2) Upon completion of construction of the Minimum Improvements and up to the
Termination Date, Developer shall maintain, or cause to be maintained, at its cost
and expense property insurance against loss and/or damage to the building
(including the Minimum Improvements) under an insurance policy written with the
"special perils" form and in an amount not less than the full insurable replacement
value of the building (including the Minimum Improvements), naming City as loss
payee. Developer shall furnish to City proof of insurance in the form of a certificate
of insurance.
(3) The term "replacement value" shall mean the actual replacement cost of the
building with Minimum Improvements (excluding foundation and excavation costs
and costs of underground flues, pipes, drains and other uninsurable items) and
equipment, and shall be reasonably determined from time to time at the request of
City, but not more frequently than once every three (3) years.
(4) Developer shall notify City immediately in the case of damage exceeding
$50,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. Net proceeds of any such insurance
(Net Proceeds), shall be paid directly to Developer as its interests may appear, and
Developer shall forthwith repair, reconstruct and restore the Minimum Improvements
to substantially the same or an improved condition or value as they existed prior to
the event causing such damage and, to the extent necessary to accomplish such
repair, reconstruction and restoration, Developer shall apply the Net Proceeds of
any insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof, subject, however, to the terms of any mortgage
encumbering title to the Property (as its interests may appear). Developer shall
complete the repair, reconstruction and restoration of Minimum Improvements
whether or not the Net Proceeds of insurance received by Developer for such
purposes are sufficient.
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.
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
8
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-Transferabilitv.
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 No change in Tax Classification. Developer agrees that it will not take any action to
change, or otherwise allow, the classification of the Property for property tax purposes to
become other than commercial property and to be taxed as such under Iowa law.
5.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof 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 an event center, is in full compliance with the Urban Renewal Plan)
(however, Developer shall not have any liability to City to the extent that a successor
in interest shall breach this covenant and City shall seek enforcement of this
covenant directly against the party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, national origin, age or disability in the sale, lease, rental,
use or occupancy of the Property or any improvements erected or to be erected
thereon, or any part thereof (however, Developer shall not have any liability to City
to the extent that a successor in interest shall breach this covenant and City shall
seek enforcement of this covenant directly against the party in breach of same).
5.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations
relating to its businesses, other than laws, rules and regulations the failure to comply with
or the sanctions and penalties resulting therefrom, would not have a material adverse
effect on the business, property, operations, financial or otherwise, of Developer.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES.
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6.1 Events of Default Defined. The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions
and limitations of this Agreement.
(3) Transfer of any interest by Developer of the Minimum Improvements in
violation of the provisions of this Agreement prior to the issuance of the final
Certificate of Completion.
(4) Failure by Developer or City to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
6.2. Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 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 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 Rehabilitation
Incentives: Planning and Design Grant, Facade Grant, and Financial Consultant
Grant to Developer and City may take any action, including any legal action it
deems necessary, to recover such amounts from the Developer;
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
10
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
6.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient.
6.4 No Implied Waiver. In the event any agreement contained in this Agreement should
be breached by any party and thereafter waived by any other party, such waiver shall be
limited to the particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
6.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation
may be set by the court in the trial of such action or by the arbitrator, as the case may be,
or may be enforced in a separate action brought for that purpose. Such fees and costs of
litigation shall be in addition to any other relief that may be awarded.
6.6 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that may
appear necessary or desirable to collect any payments due under this Agreement, to
recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may suspend
its performance under this Agreement until it receives assurances from City, deemed
adequate by Developer, that City will cure its default and continue its performance under
this Agreement.
SECTION 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:
Rouse and Dean Foundry Building LLC
John Gronen, President
900 Jackson Street,
Dubuque, IA 52001
11
With copy to:
If to City:
With copy to:
Flint Drake
Drake Law, P.C.
300 Main Street, Suite 323
Dubuque, IA 52001
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 upon issuance of the Certificate of Completion.
7.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted
between them by facsimile machine or electronic transmission. The parties intend that the
faxed or electronic transmission signatures constitute original signatures and that a faxed
or electronically transmitted Agreement containing the signatures (original, faxed or
electronically transmitted) of all the parties is binding on the parties.
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 .
Roy D. BuMayor
12
ROUSE AND DE FOUNDRY
BUILDING, LLC
By
Gronen, Preside t
69t,
Attest:
KevinS. Firnstah
City Clerk
13
(City Seal)
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
On this / day of " 20 /Y, 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, b it and by them voluntarily executed.
STATE OF IOWA
)
)
COUNTY OF DUBUQUE )
SS
''''' ..P �., P. om e . y1 W m C. Arq�71 i;12 . N
•�f'A"81IV1�6.� R8• HtlB�c `1sP9i1YY®Ti
Commission Number 772419
,owi._r My Comm. Exp. ' A201
On this ( day of 0 �o 2011, before me the undersigned, a Notary
Public in and for the State of Iowa, personally appeared John Gronen, to me personally
known, who, being by me duly sworn, did say that he is the President of Rouse and Dean
Foundry Building LLC, the Iowa corporation executing the instrument to which this is
attached and that as said President of Rouse and Dean Foundry Building 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.
a► )Public
14
LIST OF EXHIBITS
EXHIBIT A — City Attorney Certificate
EXHIBIT B — Opinion of Developer Counsel
EXHIBIT C — City Certificate
EXHIBIT D — Memorandum of Development Agreement
EXHIBIT E — Urban Renewal Pian
EXHIBIT F — Certificate of Completion
EXHIBIT G — Downtown Rehabilitation Grant Program Guidelines
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
16
BARRY A. LINDAHL, ESQ.
CITY ATTORNEY
(DATE)
RE:
Dear
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.
BAL:tls
17
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
EXHIBIT B
OPINION OF DEVELOPER'S COUNSEL
18
Mayor and City Councilmembers
City Hall
13th 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 corporation organized and existing under the laws of the State
of Illinois and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer, any
indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order,
statute, rule, regulation or restriction to which Developer is a party or by which Developer's
property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder.
Very truly yours,
19
EXHIBIT C
CITY CERTIFICATE
20
City Manager's Office
50 West 13th Street
Dubuque, Iowa 52001-4864
(563) 589-4110 phone
(563) 589-4149 fax
ctyrngr@cityofdubuque.org
(DATE)
Dear
TI -it CITY 0
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
21
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now or before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against the
Property.
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date.
MCVM:jh
22
Sincerely,
Michael C. Van Milligen
City Manager
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
23
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 corporation,
of Dubuque, Iowa, and Rouse and Dean Foundry Building LLC was made regarding the
following described premises:
[LOT 1-1 CENTER CITY PLACE #3] in the City of Dubuque.
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 ROUSE AND DEAL FOUNDRY
BUILDING LLC
By By
Roy D. Buol John Gronen
Mayor President
24
Attest:
Kevin S. Firnstahl
City Clerk
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
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
COUNTY OF DUBUQUE
)
)
)
SS
On this day of 20_, before me the undersigned, a Notary
Public in and for the State of Iowa, personally appeared John Gronen, to me personally
known, who, being by me duly sworn, did say that he is the President of Rouse and Dean
Foundry Building LLC, the Iowa organization executing the instrument to which this is
attached and that as said President of Rouse and Dean Foundry Building 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.
Notary Public, State of Iowa
25
EXHIBIT E
URBAN RENEWAL PLAN
26
Prepserreci hy
Return bo:
Jill Cocurhor5, City crf Dubuque. 50 W. 1301 Street, Dubuque. IA 52001 (503) 639-43E13
Kevin S. Fimstahl, City d Dubuque, 60 W. 13th Sueet, !Dubuque, IA 521101 (5641) 589-4121
AMENDED and RESTATED
URBAN RENEWAL PLAN
Greater Downtown Urban Renewal District
{Including the former Downtown Dubuque, Ice Harbor, Kerper Boulevard, East rh
Street, Quebecor, Holy Ghost and Dubuque Brewing & Malting Urban Renewal
Districts)
City of Dubuque, Iowa
This Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal
District traces its beginnings to the merger of the Downtown Urban Renewal Area Project
Number Iowa R-15, originally established by Resolution 123-67 by the City Council of the City of
Dubuque, Iowa an May 18, 1967 and subsequently amended and restated by Resolution 79-71
on March 15, 1971, by Resolution 73-74 on March 11, 1974, by Resolution 107-82 on May 3,
1982, by Resolution 191-84 on June 25, 1984, by Resolution 371-93 on December 6, 1993, by
Resolution 145-94 on May 2, 1994, by Resolution 479-97 on November 17, 1997, by Resolution
476-98 on October 19, 1998 and by Resolution 187-02 on April 1, 2002, with the Ice Harbor
Urban Renewal. DistnCt, originally established by Resolution 403-89 of the City Council of the
City of Dubuque, Iowa on December 18, 1989 and subsequently amended and restated by
Resolution 241-00 on June 5, 2000 and by Resolution 114-02 on March 4, 2002. The Urban
Renewal Plan for the Greater Downtown Urban Renewal. 'District resulting from that merger was
later amended by Resolution 170-04 on April 19, 2004, by Resolution 391-06 on August 21,
2006, by Resolution 108-07 on February 20th, 2007, by Resolution 597-07 an December 17,
2007, by Resolution 300-08 on September 2, 2008, by Resolution 393-09 on October 5, 2009,
and by Resolution 26-10 on July 19, 2010. On May 2, 2011 the Kerper Boulevard Industrial
Park Economic Development District originally established by Resolution 274-94 on August
15, 1994 and the East 7 Street Economic Development District, originally established by
Resolution 141-97 on April 7, 1997 were merged into and became part of the Greater
Downtown Urban Renewal District, pursuant to Resolution 155-11 approoved on May 2, 2011.
The Quebecor Economic Development District, originally established by Resolution 479-02 on
September 16, 2002, was merged into and became part of the Greater Downtown Urban
Renewal District pursuant to Resolution 271-12 approved on October 1, 2012. The Urban
Renewal Plan for the Greater Downtown Urban Renewal District resulting from that merger and
amendment was thereafter amended and restated by Resolution 173-13 on June 03, 2013. The
Holy Ghost Urban Renewal District, originally established by Resolution 234-11 on July 18,
2011 was merged into and became part of the amended and restated Greater Downtown Urban
Renewal District pursuant to Resolution 178-14 approved on June 16, 2014. The Urban
Renewal Plan for the Greater Downtown Urban Renewal District resulting from that merger was
later amended by Resolution 372-15 approved on October 19 2015. The Dubuque Brewing &
Malting Urban Renewal District, originally established by Resolution 301-08 approved on
September 2, 2008 and subsequently amended and restated by Resolution 170-13 approved Ofl
June 3, 2013, was merged into and became part of the Greater Downtown Urban Renewal
District pursuant to Resolution 401-16 approved on November 21, 2016.
By Resolution 90-17, adopted 041 March 6, 2017, the City Council approved and adopted an
Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District.
27
EXHIBIT F
CERTIFICATE OF COMPLETION
28
CERTIFICATE OF COMPLETION
WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor"), has
granted incentives to Rouse and Dean Foundry Building LLC (the "Grantee"), in
accordance with a Development Agreement dated as of [Date] (the "Agreement"), certain
real property located within the Greater Downtown Urban Renewal District of the Grantor
and as more particularly described as follows:
LOT 1-1 CENTER CITY PLACE #3
(the "Development Property"); and
WHEREAS, said Agreement incorporated and contained certain covenants and
conditions with respect to the rehabilitation of the Development Property, and obligated the
Grantee to construct certain Minimum Improvements (as defined therein) in accordance
with the Agreement; and
WHEREAS, the Grantee has to the present date performed said covenants and
conditions insofar as they relate to the construction of the Minimum Improvements in a
manner deemed sufficient by the Grantor to permit the execution and recording of this
certification; and
NOW, THEREFORE, pursuant to Section 2.5 of the Agreement, this is to certify that
all covenants and conditions of the Agreement with respect to the obligations of the
Grantee, and its successors and assigns, to construct the Minimum Improvements on the
Development Property have been completed and performed by the Grantee to the
satisfaction of the Grantor and such covenants and conditions are hereby satisfied.
The County Recorder of Dubuque County is hereby authorized to accept for recording and
to record the filing of this instrument, to be a conclusive determination of the satisfaction of
the covenants and conditions as set forth in said Agreement, and that the Agreement shall
otherwise remain in full force and effect.
(SEAL) CITY OF DUBUQUE, IOWA
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
29
By:
Mike Van Milligen, City Manager
On this day of , 2017, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared and
acknowledged said execution of the instrument to be his/her voluntary act and deed.
Notary Public in and for
Dubuque County, Iowa
30
EXHIBIT G
DOWNTOWN REHABILITATION GRANT GUIDELINES
31
City of Dubuque, Iowa
Facade Grant Program,
Financial Consultant Grant Program,
and Planning & Design Grant Program
PROGRAM GUIDELINES
12E115)
The Facade Grant Financial Consultant Grant, and Planning & Design Grant Programs
are designed to further the goals and objectives of the Greater Downtown Urban
Renewal Plan by creating the financial incentives needed to elimMate conditions of
blight, encourage revitalization efforts and to retain or create employment opportunities
andfor new housing units within the district. This program will address building code
deficiencies as part of each approved project.
Eligible Applicants: Owners of property within the Greater Downtown Urban
Renewal District (map attached).
Eligible Activities
and Assistance:
Facade Grant Program — A maximum of a ten thousand dollar
(S10,000) 1:1 matching grant is available to provide assistance
on labor or material costs for front or rear facade renovations to
restore a building's historic appearance or eliminate
inappropriate additions or alterations to improve overall
appearance.
Financial Consultant Grant Program — A maximum of a fifteen
thousand dollar (15,000) 1:1 matching grant is available to
provide assistance an hiring a financial consultant used to
analyze the feasibility of a project
Planning & Design Grant Program — A maximum of a ten
thousand dollar (110,000) 1:1 matching grant is available to
provide assistance on pre -development costs associated with a
project
FOR MORE INFORMATION, please contact
City of Dubuque Economic Development Department
50 West 1311i Street, Dubuque, Iowa 52001
(563) 589-4393
32
General Conditions:
• Property must be located in Greater Dowrrtown Urban Renewal District (see attached
map) and with timely comrruencernent & completion dates identitiecl.
• Projects must be the rehabilitation of an existing structure.
• Property cannot be a single family home.
* All coasting code deficiencies within a scope of a project must be corrected and new
improvements must comply with an applicable codes arid ordinances.
* Owner of property muat certify that air property in the City of Dubuque, for which the
owner has any interest, complies with all applicable City of Dubuque ordinances and
regulations, including, but not limited to, housing, building, zoning, fire, health, and
vacant and abandoned building regulations_
• Exterior alterations are subject to design review and approval. The Historic District
Guidelines shall apply to projects located in 'Historic Preservation Districts_ The
Downtown Design Guidelines shelf apply to all other project locations_ Projects which
conform to the applicable guidelines may be reviewed and approved by the City
Planner_ Projects that do not strictly conform to the apptcable guidelines will be
forwarded to the Historic Preservation Commission (HPC) for consideration.
Substantial rehabilitation projects may also be considered by the HPC. The process
for review is at the discretion at the City Planner. Guidelines can be viewed and
downloaded at httolfcitvofilubugue.oro/1295/Desion-Gtridelines.
* Any signs on the property that do not comply with City zoning regulations and design
guidelines must be included in the design review and improved to comply with
applicable City Codes. Submittal must include the design materials and colors that
will be used on the sign face, how the sign will be displayed, and any fighting proposed.
• A detailed renderingidrawing of the proposed project must be included. The plans
should include dimensions and architectural details and label materials_ Plans
prepared by a design professional (eg. architect or draftsperson) are strongly
recommended. Applications without detailed drawings will not be considered
complete_
* Applicant will not be reimbursed for personal labor costs or tabor costs of family
members, nor can these costs be counted in the total project costs.
* Projects may not receive the maximum amount of each form of assistance more than
once.
• Deviation from an approved project plan sh I disqualify the project from the program.
• City funded projects may be required to meet sound proofing, lighting, security, or
other standards — as determined by the City of Dubuque following an internal
neighborhood impact study — particularly when units are located in mixed-use
neighborhoods.
* Apptications win be reviewed monthly by the Review Committee, consisting of at least
one representathre from the City's Economic Deveropment, Planning, and Building
Services Departments. The Review Committee win score each application and will
fund projects that meet the prograrn criteria and are ready to commence within three
months.
33
FAQADE GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for front
or rear facade renovation to restore the facade to its historic appearance or improve the
overall appearance.
Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000)
shall be awarded by the City to qualifying projects based on total
eligible project costs_ (Example: $8,500 in eligible project costs
would receive a $4,250 grant matched In $4,250 in private
contribution; $20,000 or greater eligible project costs would
receive the mmimum $10,000 grant.)
Grant Specific Conditions:
= Reimbursement is for labor and material costs associated with facade
improvements, including but not limited to, rehabilitathig or improving windows,
paint, signage, or awnings to enhance overall appearance.
= Landscaping or screening with fencing or retaining walls may be a reimbursable
expense if a determination is made that property is improved adjacent to public
right-of-way_
* In order to receive reimbursement for repoinfing, a mortar analysis sample may
be requested for each facade that will be repointed. The applicant must adhere
to the results of that analysis in their rehabilitation work as part of their approved
project plan_ The City may request verification that the new mortar matches
the results of the mortar analysis.
* Language from the National Park Service Technical Preservation Services
Briefs may be attached as a condition for a building permit if the applicant
chooses to perform repointing on the project
• Reimbursable expenditures must be documented_
O Grants will be disbursed upon completion of work at a rate of $.5,0 for each
$1.00 of qualified costs.
Approval Process:
1 Design review by the City Planning Department anclior the Historical Preservation
Commission is required for exterior work on the project.
2. Grant applications WE be reviewed by City staff Review Committee and approved
by the City Manager.
3. Funding will be disbursed upon staff review of documented expenditures and
inspection of a completed project.
34
FINANCIAL CONSULTANT GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for hiring
a fmancial consultant to analyze the feasibility of projects.
Amount of Grant: 1:1 matching grant not to exceed fifteen thousand dollars
($15,000) shall be awarded to qualifying pmjects based on total
eligible project costs_ (Example: $8,500 in eligible project costs
would receive a $4,250 grant matched by $4,250 in private
contribution; $30,000 or greater eligible costs would receive the
maximum $15,000 grant)
Grant Specific Conditions:
• Reimbursement is for fees associated with hiring a professional financial
consultant.
• Reimbursable expenditures must be documented.
• This grant shall not exceed ten percent (10%) of total project costs.
• The rehabilitation project must be completed for the Financial Consultant Grant
to be funded.
o Grants will be disbursed upon completion of work at a rate of $.50 for each
$1.00 of qualified costs_
Approval Process:
t Design review by the City Planning Department and/or the Historical Preservation
Commission is required for e)derior work on the project.
2 Grant applications will be reviewed by City staff Review Committee and approved
by the City Manager.
3_ Funding will be disbursed upon staff review of documented expenditures and
inspection of a completed project_
35
PLANNING & DESIGN GRANT INFORMATION
This program provides grants in the Greater Downtown Urban Renewal District for hiring
architects, engineers Of other professional services used prior to construction_
Amount of Grant 1:1 matching grant not to exceed ten thousand dollars ($10,000)
be awarded by the City to qualifying projects to offset the actual
pre -development costs_ (Examp:: $8,500 in eligible project
costs would receive $4,250 grant matched by $4,250 in private
contribution; $20,000 or greater eligible project costs would
receive the maximum $10,000 grant.)
Grant Specific Conditions:
IN Reimbursement is for architectural and engineering fees, feasibility studies,
environmental assessments or other related soft cogs.
• Reimbursable expenditures must be documented_
I* Owner 1 developer fees are not permitted as reimbursable expenditures_
• The grant shall not exceed ten percent (10%) of total project costs.
• Grants will be disbursed upon completion of the project at a rate of $0.50 for
each $1.00 of qualified costs.
Approval Process:
1 Design review by the City Planning Department and/or the Historical Preservation
Commission is required for ex/erior work on the project.
2_ Grant applications will be reviewed by City staff Review Committee and approved
by the City Manager,
3. Funding will be disbursed upon staff review of documented expenditures and
inspection of a completed project
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Rouse & Dean Company Foundry Building
Summary of the Project
Rouse & Dean Company Foundry Building, constructed between 1872 and 1884, is the oldest surviving
building in Dubuque's Millworking Historic District. Home to the Iowa Iron Works, during the late 1800's
and early 1900's. The building site is in the heart of the Millworking Historic District, which is a keystone
to the region's aggressive economic development strategy, with multiple building restorations already
taking place, and multiple building restorations still needed to complete the envisioned development
strategy.
The Iowa Iron Works relocation from the Rouse & Dean Company Foundry Building was prompted in
part by a very destructive fire on May 9, 1902, which destroyed the foundry with a $20,000 loss. The
fire was a disaster for the firemen, with three of their men dying and another being seriously injured. In
fact, these were the only direct fire -caused deaths in the entire history of the Dubuque Fire
Department.
Alterations to the original structure include the loss of an original monitor roof form, the infilling of
original windows and rebuilding of at least the east side wall. The monitor roof form will be resurrected
to closely match its original historic state.
The exterior of the Rouse & Dean Company Foundry Building is currently in a badly deteriorated state
with cracked brick and deteriorated/missing mortar joints and requires extensive restoration. Exterior
masonry wall surfaces and details will be carefully cleaned using the gentlest means possible in
accordance with National Park Service Preservation Brief No.1. Missing historic masonry elements will
be reconstructed using brick that closely matches the dimension, hardness and color of the remaining
adjacent historic brick.
Masonry in -fill and other non -historic materials will be removed from historic masonry door and window
openings. Historic window openings in the north wall will be reconstructed using brick that closely
matches dimension, hardness and color of the remaining, adjacent historic brick. Remaining cast iron
window sills will be carefully cleaned, repaired, reset as required and repainted.
The Rouse & Dean Company Foundry Building has been vacant and/or underutilized for better than fifty
(50) years. The project will have a deep impact on the neighborhood, as well as the Millworking Historic
District. The Rouse & Dean Company Foundry Building is envisioned as a new plaza that is a lively, year-
round focal point and gathering space in the heart of the District.
Doc ID: 010685990002 Type: GEN
Kind: AGREEMENT
Recorded: 03/01/2021 at 09:55:32 AM
Fee Amt: $12.00 Paqe 1 of 2
Dubuque County Iowa
John Murphy Recorder
File2021-00003284
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 between the City of Dubuque, Iowa, an Iowa
Municipal Corporation, of Dubuque, Iowa, and Rouse and Dean Foundry LLC was made
regarding the following described premises:
Lot 1-1 Center City Place #3 in the City of Dubuque
The Development Agreement is dated for reference purposes the 121h day of
October, 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 J�l day of , 2021.
CITY OF D)J�BUQUE, IOWA
y A. Lindahl, Esq.
for Counsel
STATE OF IOWA )
SS
COUNTY OF DUBUQUE ) //1
Subscribed and sworn to before me this lq day of Ul"tCt�" 2021, by Barry A.
c,
C, o� .
Cl-e irk. 0 13•00
Lindahl, Esq. personally known to me to be the person named in and who executed the
foregoing instrument on behalf of the City of Dubuque and who acknowledged the
execution of the instrument to be the voluntary act and deed of the City of Dubuque, by
t and voluntarily uted.
CRENNA BRUMWELL
a PU ate of Iowa o .s Commission Number 743873
ry MY Commission Expires
U -- - 11 \