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Development Agreement with 3000 Jackson, LC (Dubuque Brewing & Malting Complex)_Emerson_Hearing Copyrighted June 4, 2018 City of Dubuque Public Hearings # 3. ITEM TITLE: DevelopmentAgreementwith 3000 Jackson, LC to Redevelop Property at 3000-3040 Jackson Street (Former Dubuque Malting & Brewing Building)and Including the Issuance of Tax Increment Revenue Obligations SUMMARY: Proof of publication on notice of public hearing to consider approval of the DevelopmentAgreementwith 3000 Jackson, LC for the redevelopment of property at 3000- 3040 Jackson Street (former Dubuque Malting & Brewing Building) to create between 110 and 120 apartments, and the City Manager recommending approval. RESOLUTION Approving a Development Agreement by and between the City of Dubuque, lowa and 3000 Jackson, LC for the redevelopment of property at 3000-3040 Jackson Street in the City of Dubuque, lowa Including the issuance of Tax Increment Revenue Obligations SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type Brewing & Malting De�lopment Agreement-NNM Memo City Manager Memo Staff Memo Staff Memo DevelopmentAgreement Supporting Documentation Building Concept Supporting Documentation Resolution of Approval Resolutions THE CTTY OF Dubuque �" ui���eNe�ary DUB E 'il��i;' Masterpiece on the Mississippi Z°°' Z°'Z 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 3000 Jackson, LC to Redevelop Property at 3000-3040 Jackson Street, including the Issuance of Tax Increment Revenue Obligations DATE: May 15, 2018 Economic Development Director Maurice Jones recommends approval of the Development Agreement with 3000 Jackson, LC for the redevelopment of property at 3000-3040 Jackson Street (former Dubuque Brewing and Malting building). The project commencement date is no later than September 28, 2018, with the developer proposing to create at least 110 apartments by August 2020. Upon the recommendation of the Historic Preservation Commission, the City Council established a Conservation District for the H&W property at 30th and Jackson Streets on November 21 , 2005, in order to prevent the demolition of the historic buildings on the property. A Conservation District is an area of the city composed of structures that have historical or architectural value. In a Conservation District, the City Building Official cannot issue demolition permits without the approval of the City Council. Several buildings on this former Brewing & Malting Company campus in the 3000 Block of Jackson Street have continued to fall into disrepair and have sat mostly vacant for a number of years. There were no fewer than twenty-six (26) enforcement actions/responses for the property between 2008 and 2016 including: inspections; engineering reports; letters from City Building Services to the owner requesting repairs; internal letters among City Legal, Public Works, and Engineering Departments; municipal infractions; court orders; court settlements; notices of violation; and zoning and court enforcement actions. In July 2016, part of one building collapsed. In 2016, discussions began between the developer, Steve Emerson of 3000 Jackson, LC and City Economic Development staff. A Letter of Intent was signed November 30, 2016 which contemplated $35,000 in Downtown Rehabilitation Grants, up to $500,000 in assistance for up to 50% of deconstruction costs, and 10 years of Tax Increment Financing Rebates from the City. The developer returned an executed copy of the Letter of Intent December 9, 2016, indicating the desire to proceed with the negotiation of a Development Agreement. In 2017, the developer purchased the properties at 3000 and 3040 Jackson Street with the intention to create a mixed-use development. The developer has worked with multiple City departments to ensure the plans are in compliance with all zoning and other regulations. The developer also began needed deconstruction work on a part of the building that had collapsed due to the buildings' poor condition at the time. The key City obligations of the Development Agreement are as follows: 1 . Transition & Stabilization Grant for 50°k of deconstruction costs, up to $500,000, funded from Greater powntown TIF cash balance; 2. $750,000 grant (maximum of 75-units x $10,000) through the Downtown Housing Creation Program, $250,000 of which funded from Greater powntown TIF commercial and industrial State of lowa property tax backfill payments not budgeted in FY19, and the additional $500,000 from future Tax Increment Financing (TIF) revenue off the first years of property tax increment from building improvements; 3. Fa�ade, Design & Planning, and Financial Consultant grants totaling $35,000, funded from previously issued bond proceeds; and 4. Tax Increment Finance rebates of property tax increases, funded from future TIF revenue off the increment from building improvements. The first $500,000 in TIF revenue will reimburse the City for the Transition & Stabilization Grant, with continued TIF rebates to the developer for a full 10-year period after the City receives the $500,000, which means the total number of years for TIF rebates will exceed 10 years. The Required Minimum Improvements by the Developers are: 1 . Phase I Residential Units. Developer shall improve the Property by creating not fewer than 80 apartments for market-rate rental during Phase I of the Project, which apartments may not be financed with Low Income Housing Tax Credits. 2. Phase II Residential Units. Developer shall improve the Property by creating not fewer than 30 apartments for market-rate or affordable rental. 3. Phase I Parking. Developer shall improve the Property by creating not fewer than 171 off-street parking spaces for tenants of the building. 4. Phase II Parking. Developer shall improve the Property by creating not fewer than 23 off-street parking spaces for tenants of the building. 5. Phase II Retail Space. Developer shall create not less than 17,500 square feet of retail space. 6. The Residential Units, Parking, and the Retail Space are referred to collectively herein as the Minimum Improvements and shall be a capital investment of approximately $30,000,000. I concur with the recommendation and respectfully request Mayor and City Council approval. ���� �� Michael C. Van Milligen 2 MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Maurice Jones, Economic Development Director 3 Dubuque Economic Development Department THE CITY OF 50 West 13t"Street All-AmericaCitY Dubuque,lowa 52001-4864 1 ' Office(563)589-4393 TTY(563)690-6678 ° http://www.cityofdubuque.org Masterpiece on the Mississippi 200,.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 3000 Jackson, LC to Redevelop Property at 3000-3040 Jackson Street, including the Issuance of Tax Increment Revenue Obligations DATE: May 22, 2018 INTRODUCTION This memorandum presents for City Council consideration and action the attached resolution approving the Development Agreement between the City and 3000 Jackson, LC for improvements at 3000-3040 Jackson Street, including the issuance of tax increment revenue obligations. BAC KG RO U N D Upon the recommendation of the Historic Preservation Commission, the City Council established a Conservation District for the H&W property at 30th and Jackson Streets on November 21, 2005 by Ordinance 63-05 in order to prevent the demolition of the historic buildings on the property. A Conservation District is an area of the city composed of structures that have historical or architectural value. In a Conservation District, the City Building Official cannot issue demolition permits without the approval of the City Council. Several buildings on this former Brewing & Malting Company campus in the 3000 Block of Jackson Street have continued to fall into disrepair and have sat mostly vacant for a number of years. There were no fewer than twenty-six (26) enforcement actions/responses for the property between 2008 and 2016 including: inspections; engineering reports; letters from City Building Services to the owner requesting repairs; internal letters among City Legal, Public Works, and Engineering Departments; municipal infractions; court orders; court settlements; notices of violation; and zoning and court enforcement actions. In July 2016, an internal collapse in the building was reported to the City by a resident. DISCUSSION In 2016, discussions began between the developer, Steve Emerson of 3000 Jackson, LC and City Economic Development staff. A Letter of Intent (LOI) was signed November 30, 2016 which contemplated $35,000 in Downtown Rehabilitation Grants, up to $500,000 in assistance for 50°k of deconstruction costs, and 10 years of Tax Increment Financing Rebates from the City. The developer returned an executed copy of the LOI December 9, 2016, indicating the desire to proceed with the negotiation of a Development Agreement. In mid-2017, the developer purchased the properties at 3000 and 3040 Jackson Street with the intention to create a mixed-use development. The developer has worked with multiple City departments to ensure the plans are in compliance with all zoning and other regulations. The developer also began needed deconstruction work on a part of the building that had collapsed due to the buildings' poor condition. The developer is proposing to create at least 110 apartments between the two buildings by August 2020. The development also includes proposed retail/commercial space that would serve both the buildings' tenants and the neighborhood. The proposed Development Agreement provides for several incentives to encourage the $30 million redevelopment of the property. The key elements are as follows: 1 . Transition & Stabilization Grant for 50°k of deconstruction costs, up to $500,000, funded from Greater powntown TIF cash balance; 2. $750,000 grant (maximum of 75-units x $10,000) through the Downtown Housing Creation Program, $250,000 of which funded from Greater powntown TIF commercial and industrial property tax backfill not budgeted in FY19, and the additional $500,000 from future TIF revenue off the increment from building improvements; 3. Fa�ade, Design & Planning, and Financial Consultant grants totaling $35,000, funded from previously issued bond proceeds; and 4. 10 years of Tax Increment Finance (TIF) rebates of property tax increases, funded from future TIF revenue off the increment from building improvements. The first $500,000 in TIF revenue will reimburse the City for the Transition & Stabilization Grant, with continued TIF rebates to the developer for a full 10-year period. Additional terms and conditions of the disposition of the property are included in the attached Development Agreement. RECOMMENDATION/ ACTION STEP Based on the City's goal to assist in redeveloping the downtown and North End areas and the rehabilitation of dilapidated buildings, I recommend the City Council approve the Development Agreement for the $30 million capital investment at 3000-3040 Jackson Street, including the issuance of tax increment revenue obligations by adopting the attached Resolution. Prepared by/Return to: Jill Connors, Economic Development. 50 W. 13"' Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 175-18 APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 3000 JACKSON, LC FOR THE REDEVELOPMENT OF PROPERTY AT 3000-3040 JACKSON STREET IN THE CITY OF DUBUQUE, IOWA INCLUDING THE ISSUANCE OF TAX INCREMENT REVENUE OBLIGATIONS Whereas, the City Council, by Resolution No. 151-18, dated May 21, 2018, declared its intent to enter into a Development Agreement with 3000 Jackson, LC for the redevelopment of the property at 3000-3040 Jackson Street in the City of Dubuque, Iowa (the Property), including the issuance of tax increment revenue obligations; and Whereas, pursuant to published notice, a public hearing was held on the proposed Development Agreement on June 4, 2018 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 3000 Jackson, LC according to the terms and conditions set out in the Development Agreement including the issuance of tax increment revenue obligations is in the public interest of the City of Dubuque; and 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 3000 Jackson, LC, a copy of which is attached hereto, including the issuance of tax increment revenue obligations, 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 4th day of Ju le, 2018. Attest: -Or-7 Kevi '. Firnstah(,`City Clerk kiSL, Roy D. Buo9Mayor Masterpiece on the Mississippi BARRY A. LINDAHL SENIOR COUNSEL To: Kevin Firnst. hl City Clerk DATE: July 20, 2018 RE: Memorandums of Development Agreements • 3000 Jackson, LC • 653 White Properties, LLC • Kenneth Oberbroeckling (253 Main — The Hub) Dubuque dw'kX� )d,g4'ICIFX:U: ilILJr 2007.2012 2013.2017 Attached are original Memorandums of Development Agreements that have been executed by representatives from the above -referenced parties. I would appreciate it if you and Mayor would please sign these Memos and return the originals to me. Thank you. BAL:tls OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org uu mu V 111111 YYI Doc ID 010486450001 Type GEN Kind: AGREEMENT Recorded: 05/14/2020 at 04:19:58 PM Fee Amt: $7.00 Page 1 of 1 Dubuque County Iowa John Murphy Recorder Fi1e2020-00006245 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 3000 Jackson, LC, was made regarding the following described premises: Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR PLACE (3000 Jackson Street) Phase II: LOT 2-1 LIEBE'S SUB #3 (3040 Jackson Street) The Development Agreement is dated for reference purposes the 4th day of June, 2018, 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 ,�off(Dubuque and may be examined at its offices as above provided. Dated this / "•day of May, 2020. CITY OF DUB UE, IOWA By: Barry A. Lindahl, Senior Counsel STATE OF IOWA : ss: DUBUQUE COUNTY On this 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. 1, Notary Public, St to of Iowa 0wP TRACEY L. STECKLEiN Commission Number 716018 My Comm Exp. 9-it'll t°ll 1,00 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 3000 Jackson, LC., an Iowa limited liability company, was made regarding the following described premises: Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR PLACE (3000 Jackson St) Phase II: LOT 2-1 LIEBE'S SUB #3 (3040 Jackson St) The Development Agreement is dated for reference purposes the 4th day of June, 2018, 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 thi CITY OF DUJil QUE, IOWA By -17£2 Roy D. B Mayor , 2018. 3000 JACKSON, LC By Stephen Emerson, Member Attest: City Clerk STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) Orr this Q3 day of L.41 201e, before me the undersigned, a Notary Public in and for the said Count!, 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. STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS 'Commission Number 719986 My Commission Expires On this 2day of 20L:4, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Stephen Emerson, to me personally known, who, being by me duly sworn, did say that he is Member of 3000 Jackson, LC. the limited liability company executing the instrument to which this is attached and that as said Member of 3000 Jackson, LC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. Iic F:\Users\tsteckle\Lindahl\SLE Investments -3000 Jackson -Brewery Bldg\Closing Docs\Memo of DA_051118.docx DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 3000 JACKSON, LC THIS DEVELOPMENT AGREEMENT (the Agreement) dated for reference purposes theuq/t day of , 2018 is made and entered into by and between the City of Du ue, Iowa ( ity), and 3000 Jackson, LC (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR PLACE (3000 Jackson St) Phase II: LOT 2-1 LIEBE'S SUB #3 (3040 Jackson St) ; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 90-17 as a slum and blighted 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, will operate the same during the term of this Agreement, and will make an additional capital investment in building improvements, equipment, furniture and fixtures in the Property (the Project); and WHEREAS, the Property is historically significant and it is in City's best interest to reasonably preserve the Property; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the District adopted on May 18, 1967 and last amended on December 4, 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 City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. REPRESENTATIONS AND WARRANTIES. 041318ba1 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 on or before the Project Commencement Date confirming the representation contained herein, in the form attached hereto as Exhibit A. (2) 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. (3) 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 this Agreement or City's ability to perform its obligations under this Agreement. (4) The representations and warranties contained in this Section shall be correct in all respects on and as of the Project Commencement Date with the same force and effect as if such representations and warranties had been made on and as of the Project Commencement Date which representations and warranties shall continue until the Termination 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, and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting 2 creditors' rights generally. Developer's counsel shall issue a legal opinion to City, on or before the Project Commencement Date, 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 organizational documents 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 or any member of Developer in any court or before any arbitrator or before or by any governmental body, including but not limited to tax proceedings, audits, or foreclosure proceedings. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer has firm commitments for construction financing and 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 Project Commencement Date. (8) No member of Developer owns or has an interest in any property in the city of Dubuque which is in violation of any provision of the City of Dubuque Code of Ordinances. 1.3 Project Commencement Date. All conditions to the Project described in Section 1.4 shall be satisfied on the Project Commencement Date which shall be the 4th day of September 2018, or such other date as the parties shall agree upon in writing but in no event shall the Project Commencement Date be later than the 28th day of September 2018. 1.4 Conditions to Project. In addition to the other conditions described in Sections 2 and 3 hereof, all the obligations of Developer and City under this Agreement are subject to fulfillment, on or before the Project Commencement Date, of the following conditions: 3 (1) The representations and warranties made by City in Section 1.1 shall be correct as of the Project Commencement 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 Project Commencement 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 commence construction of and complete the Minimum Improvements (as defined herein) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of Developer's financial ability as City in its reasonable judgment requires. (5) Developer's counsel shall issue a legal opinion to City confirming the representations contained herein in the form attached hereto as Exhibit B. 1.5 City's Obligations at Project Commencement Date. At or prior to the Project Commencement 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. (1) Phase I Residential Units. Developer shall improve the Property by creating not fewer than Eighty (80) apartments for market -rate rental during Phase 1 of the Project, as shown on attached Exhibit I which apartments may not be financed with Low Income Housing Tax Credits (LIHTC). (2) Phase II Residential Units. Developer shall improve the Property by creating not fewer than Thirty (30) apartments for market -rate or affordable rental, as shown on attached Exhibit I. 4 (3) Phase I Parking. Developer shall improve the Property by creating not fewer than One Hundred Seventy -One (171) off-street parking spaces for tenants of the building. (4) Phase II Parking. Developer shall improve the Property by creating not fewer than Twenty -Three (23) off-street parking spaces for tenants of the building. (5) Phase II Retail Space. Developer shall create not less than Seventeen Thousand Five Hundred (17,500) square feet of retail space. (6) The Residential Units, Parking, and the Retail Space are referred to collectively herein as the Minimum Improvements and shall be a capital investment of approximately Thirty Million Dollars ($30,000,000.00). 2.2 Plans for Construction of Minimum Improvements. Plans, specifications, drawings, and related documents with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable federal, 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 the Construction Plans to City, for approval by City before construction begins on the Minimum Improvements. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City or any amendments to the Plan approved by City. 2.3 Timing of Minimum Improvements. (1) Developer hereby agrees that construction of the Phase I Minimum Improvements on the Property as described in Sections 2.1(1) and 2.1(3) shall commence by August 1, 2018, and shall be substantially completed by August 1, 2020. (2) Developer hereby agrees that construction of the Phase II Minimum Improvements on the Property as described in Sections 2.1(2), 2.1(4), and 2.1(5) shall commence by March 1, 2019, and shall be substantially completed by August 1, 2020. (3) The time frame 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 5 extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. 2.4 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in the form attached hereto as Exhibit E and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement. 2.5 Construction by Affiliate. For purposes of constructing the Minimum Improvements, Developer may form one or more intermediary entities for the purpose of consummating a new market tax credit transaction and/or obtaining historic tax credits in connection with the construction of the Minimum Improvements (Tax Credit Transaction), and may transfer the Property to such entity, so long as the Developer retains effective control of any such entity and the constituent documents executed to establish such entity and all terms of any such transfer of the Property and the Tax Credit Transaction are consented to in writing by the City Manager in advance thereof, which consent shall be subject to the City Manager's sole discretion. Without limiting the foregoing, the City Manager's consent may be conditioned, among other things, upon receipt by the City of a representation from both the Developer and the intermediary entity that any and all mortgages held by the City shall be senior to or on a parity with any mortgages on the Property being granted to other parties in connection with the Tax Credit Financing. The Developer shall remain fully responsible for all of its obligations under this Agreement, notwithstanding any transfer of the Property to such an intermediary entity and the assumption of any of the Developer's obligations hereunder. 2.6 Irrevocable Direct Pay Letter of Credit. Prior to the Project Commencement Date and prior to the Deconstruction Grant being funded pursuant to Section 3.1 hereof, Developer shall obtain and deliver to the City, an Irrevocable Direct Pay Letter of Credit (Letter of Credit) in the name of the City and in a form acceptable to the City that guarantees the faithful performance of this Agreement for, in the aggregate, the anticipated full value of the Deconstruction Grant. The Letter of Credit shall remain in effect until construction of the Minimum Improvements is completed. Such Letter of Credit shall be issued by a bank acceptable to the City and shall provide immediate recourse if Developer fails to construct the Minimum Improvements by the dates described in Section 2.3. Further, such failure shall constitute an Event of Default under Section 5.1 and the City may exercise all of its rights under Section 5.2. Furthermore, upon such failure, the City shall immediately pursue all necessary actions against the bank for the full value of the Deconstruction Grant, and the Developer shall assist the City's efforts. The Letter of Credit shall be released when the City has issued a Certificate of Occupancy for the entirety of the Minimum Improvements. SECTION 3. GRANTS 3.1. Deconstruction Grant. For and in consideration of Developer's obligations herein, and in furtherance of the goals and objectives of the urban renewal plan for the 6 District, the City agrees to provide a grant to Developer within 10 days after execution of this Agreement by the City as reimbursement for fifty percent (50%) of the certified deconstruction costs of the Project up to an amount not to exceed Five Hundred Thousand Dollars ($500,000) (the Deconstruction Grant), subject to the following conditions precedent: (1) No Event of Default has occurred and is continuing at the time the Deconstruction Grant is paid; (2) Developer has provided City with a certification in a form acceptable to the City from an Iowa -licensed engineer showing all planned deconstruction work is complete and the costs submitted for reimbursement were reasonable and associated with the planning and execution of the deconstruction of the "Deconstruction Area" of the Property (which is described as the Middle of Section B of the Property, a 60' wide and 144' deep section outlined in red in Exhibit F); and (3) Developer has obtained and provided to the City the Letter of Credit described in Section 2.6. 3.2. General Grant Terms. The following terms apply to those Grants described herein to be funded through Developer Tax Increment: the Letter of Credit Release Grant described in Section 3.3, the Semi-annual Economic Development Grants described in Section 3.4, the $500,000 portion of the Downtown Housing Grant described in Section 3.5(2), and the Transition and Stabilization Grant described in Section 3.9 (collectively referred to in this Section 3.2 as the "Grants"). (1) As used throughout this Agreement, "Developer Tax Increment" means 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) in respect of the Minimum Improvements constructed by Developer on the Property, with respect to only the increase in the assessed value of the Property above the assessment of January 1, 2017, which the parties agree was $68,018 for Phase I (Parcels 1013106016 & 1013106017) and $183,982 for Phase 11 (parcel 1013106015) for a total assessed value of $252,000 as of that date for the tax parcels (the Baseline Valuation). Developer Tax Increment shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter -approved physical plant and equipment levy and instructional support levy, and (iii) any other portion of taxes required to be excluded from tax increment revenues by Iowa law, or (iv) any amount of tax increment revenues collected by the City with respect to increases in assessed valuations of the Property prior to January 1, 2017; and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. 7 (2) The Grants shall be payable from and secured solely and only by the Developer Tax Increments paid to City that, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the Brewing & Malting TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the Brewing & Malting TIF Account to pay the Grants. The 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 Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the Brewing & Malting TIF Account (regardless of the amounts thereof) to the payment of the Grants to Developer as and to the extent described in this Agreement. (3) City shall be free to use any and all tax increment revenues collected in respect of other properties within the District and the remaining actual amount of the property taxes paid by Developer to City, or any available Developer Tax Increments resulting from the termination of the Grants 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. (4) Non-appropriation/Limited Source of Funding. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any Grant shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit under the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non -appropriation by the City Council as provided in this Section 3.2. City may exercise its right of non -appropriation as to the amount of the Grants to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non -appropriation shall be exercised only by resolution affirmatively declaring City's election to non -appropriate funds otherwise required to be paid to Developer in the next fiscal year under this Agreement. (a) In the event the City Council elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the Grants due and payable in that fiscal year, then: (i) City shall have no further obligation to Developer for the payment of all Grants due in the next fiscal year which cannot be paid with the funds then appropriated for that purpose; and, (ii) Developer shall be released from all further obligations under this Agreement during that same fiscal year. (b) Each Grant shall be paid by City solely from funds appropriated for that purpose by the City Council from taxes levied on the Property that are 8 allocated to the special fund pursuant to Iowa Code (2017) §403.19(2). (c) The right of non -appropriation reserved to City in this Section 3.2 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 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 this Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. (5) Written requests for payment of each Grant must be submitted to the Economic Development Department together with all required documentation. 3.3. Letter of Credit Release Grant. For, and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the District, the City agrees to reimburse Developer for the certified costs of the Letter of Credit, not to exceed $40,000, (Letter of Credit Release Grant) upon the release of the Letter of Credit per the terms of Section 2.6. 3.4. Semi-annual Economic Development Grants. For, and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the District and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make up to twenty (20) consecutive semi-annual payments to the Developer over a period of ten (10) years, beginning in the first fiscal year in which Developer Tax Increment is received by the City, which payments shall be funded solely through Developer Tax Increment (such payments being referred to collectively as the Economic Development Grants), under the following terms and conditions. (1) The Economic Development Grants shall be paid on each November 1 or May 1 during the ten (10) year period of Economic Development Grants, provided the Developer remains in compliance with this Agreement and remains otherwise eligible at the time of payment of each Economic Development Grant. 9 (2) Each Economic Development Grant shall be in an amount equal to 100% of the Developer Tax Increment actually collected by the City during the preceding six-month period. (3) Developer and City agree that the first Economic Development Grants paid to Developer shall be reduced by an amount equal to the actual sum of the Deconstruction Grant and Letter of Credit Release Grant, up to $540,000, and that the City shall receive the Developer Tax Increment that would otherwise fund the first Economic Development Grants until the City has received an amount equal to the Deconstruction Grant and the Letter of Credit Release Grant. 3.5. Downtown Housing Grant. City agrees to provide to Developer, on the terms and conditions set forth herein, a grant in an amount equal to Ten Thousand Dollars ($10,000) for each apartment in the Project for which a Certificate of Occupancy from the City of Dubuque Building Services Department is issued, but not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the Downtown Housing Grant), which shall be payable as follows: (1) The first Two Hundred Fifty Thousand Dollars ($250,000) of the Downtown Housing Grant shall be funded solely and only from available Downtown Incentive Program funds and shall be disbursed to Developer in Ten Thousand Dollar ($10,000) installments upon receipt of a Certificate of Occupancy for each apartment of the first 25 apartments completed as part of the Project. (2) Developer shall become eligible for an additional Ten Thousand Dollar ($10,000) installment of the Downtown Housing Grant, up to Five Hundred Thousand Dollars ($500,000), for each additional apartment in the Project beyond the first 25 apartments for which a Certificate of Occupancy is issued. This portion of the Downtown Housing Grant shall be funded solely and only from Developer Tax Increment that is collected by the City during the time Economic Development Grants are reduced as described in Section 3.3(3) and shall be disbursed to Developer in Ten Thousand Dollar ($10,000) installments semi-annually, on May 1 and November 1, as Developer Tax Increment is collected by the City during the time Economic Development Grants are reduced, until the full amount of the Downtown Housing Grant that Developer has become eligible for has been paid. (3) Prior to the disbursement of any Downtown Housing Grant funds (under either Section 3.5(1) or 3.5(2)), Developer shall provide evidence satisfactory to City that the Minimum Improvements have been completed in accordance with the Construction Plans and other documentation submitted to City with the Downtown Housing Assistance application, on the terms and conditions set forth in Exhibit G. Further, Downtown Housing Grant funds shall not be disbursed to Developer until the City has issued a Certificate of Occupancy for the Project. 3.6. 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 10 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 H, provided the Project meets the criteria of the Planning & Design Grant Program and the Developer applies in accordance with the terms of that Program. Prior to the release of any grant funds under the terms of that Program, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.7. 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, provided the Project meets the criteria of the Facade Grant Program and the Developer applies in accordance with the terms of that Program. Prior to the release of any grant funds under the terms of that Program, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.8. 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 H, provided the Project meets the criteria of the Financial Consultant Grant Program and the Developer applies in accordance with the terms of that Program. Prior to the release of any grant funds under the terms of that Program, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.9. Transition and Stabilization Grant. For, and in consideration of Developer's obligations hereunder, including but not limited to the continued maintenance of and insurance of the Minimum Improvements under Sections 4.6 and 4.7, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to provide to Developer a grant in an amount equal to Five Hundred Thousand Dollars ($500,000) (the Transition and Stabilization Grant). The Transition and Stabilization Grant shall be funded solely and only from Developer Tax Increment. The Transition and Stabilization Grant shall be paid in semi-annual installments on May 1 and November 1, beginning with the first May 1 or November 1 following the completion of the ten (10) years of Economic Development Grants described in Section 3.3 and continuing until the full amount of the Transition and Stabilization Grant has been paid to Developer. Each semi-annual installment shall be equal to or less than the amount of Developer Tax Increment collected by City during the preceding six-month period. SECTION 4. COVENANTS OF DEVELOPER 11 4.1 The Minimum improvements shall conform in all respects to the U.S. Secretary of the Interior's Standards for Rehabilitation. 4.2 Developer shall accept applications from otherwise qualified and financially able prospective tenants with Section 8 vouchers in its apartments in the Property and in any other property owned or in which Developer has an interest in Dubuque, Iowa. 4.3 Books and Records. During the term of this Agreement, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 4.4 Real 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. 4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including, but not limited to, those that arise under Iowa Code Chapters 404 and 427, as amended. 4.6 Insurance Requirements. (1) At all times during deconstruction and 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 the 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. (2) 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 12 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 the Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 4.7 Preservation of Property. Until the Termination Date of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 4.8 Non -Discrimination. In carrying out the Project, Developer shall not discriminate against any employee or applicant for employment or tenant of the Minimum Improvements because of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability. 4.9 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. 4.10 Non -Transferability. Until the Termination Date, 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. 4.11 No change in Tax Classification. Developer will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than multi -residential or commercial property or to be taxed as such under Iowa law. 13 4.12 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 commercial, multiresidential, retail and market rate residential, is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.13 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 5. EVENTS OF DEFAULT AND REMEDIES 5.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: (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 or the Property in violation of the provisions of this Agreement (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. 14 (5) The holder of any Mortgage on the Development Property owned by Developer, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default by Developer under the applicable Mortgage documents. (6) The Developer: (7) (a) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or (b) makes an assignment for the benefit of its creditors; or (c) admits in writing its inability to pay its debts generally as they become due; or (d) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer as a bankrupt or its reorganization under any present or future bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the Developer or part thereof, shall be appointed in any proceedings brought against the Developer and shall not be discharged within ninety (90) days after such appointment, or if the Developer shall consent to or acquiesce in such appointment. Defaults by Developer under other project related agreements. 5.2 Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) City may cancel and rescind this Agreement; 15 (3) City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of all prior Deconstruction Grants, Economic Development Grants, or Downtown Housing Grants 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; (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; or (6) City may enforce the Letter of Credit in Section 2.6 of this Agreement. 5.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other available remedy or remedies, but each and every 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. 5.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 5.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief that may be awarded. 5.6 Remedies on Default by City. If City defaults in the performance of this Agreement, Developer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend its performance under this Agreement until it receives assurances from City, deemed adequate by Developer, that City will cure its default and continue its performance under this Agreement. SECTION 6. GENERAL TERMS AND PROVISIONS 16 6.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: If to Developer: With copy to: If to City: With copy to: 3000 Jackson, LC c/o Stephen Emerson 221 2nd Ave SE, Ste 400 Cedar Rapids, IA 52401 Phone: (319) 364-7444 Dave Zylstra Aspect, Inc. 221 2nd Ave SE, Ste 400 Cedar Rapids, IA 52401 Phone: (319) 899-6499 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. 6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns. 6.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on (i) June 1, 2032 or (ii) upon the full payment of the Transition and Stabilization Grant described in Section 3.8, whichever last occurs (the Termination Date). 6.4 Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine or electronic transmission. The parties intend that the faxed or electronic transmission signatures constitute original signatures and that a faxed or electronically transmitted Agreement containing the signatures (original, faxed or electronically transmitted) of all the parties is binding on the parties. 17 6.5 Memorandum of Development Agreement. City shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit D in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the date first above written. 18 CITY OF DUBUQUE, IOWA 3000 JACKSON, LC By /' I✓L By —� Roy D. B , Mayor Stephen Emerson, Member Attest: Kevin :. Firnstahl City Jerk (City Seal) STATE OF IOWA COUNTY OF DUBUQUE SS On this day of 20_, before me the undersigned, a Notary Public in and for the said Co ty and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally nown, 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. 1V wr PAMELA J_McCARRON Commission Number 772419 My Comm. Exp. 4-5-`22-1 Notary PublicPI J F:\Users\tsteckle\Lindahl\SLE Investments -3000 Jackson -Brewery Bldg\Brewing Malting DA_041318bal.docx 19 STATE OF IOWA SS COUNTY OF DUBUQUE On this day of d 20\S, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Stephen Emerson, to me personally known, who, being by me duly sworn, did say that he is Member of 3000 Jackson, LC. the limited liability company executing the instrument to which this is attached and that as said Manager of 3000 Jackson, LC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. 20 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I LIST OF EXHIBITS City Attorney Certificate Opinion of Developer Counsel City Certificate Memorandum of Development Agreement Certificate of Completion Deconstruction Area Downtown Housing Incentive Program Planning and Design Grant Program, Facade Grant Program, and Financial Consultant Grant Program Site Plan 21 EXHIBIT A CITY ATTORNEY CERTIFICATE 22 13arry A. Lindahl, Esq. Senior Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001-6944 (563) 583-4113 office (563)583-1040 fax balesq@cityofdubuque.org Dubuque traiAllAtnl 'I 1' 2007 (DATE) THE CITY OF DUB Masterpiece on the Mississippi RE: Development Agreement between 3000 Jackson, LC and the City of Dubuque, Iowa 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 3000 Jackson, LC(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 23 Very sincerely, Barry A. Lindahl, Esq. Senior Counsel EXHIBIT B OPINION OF DEVELOPER COUNSEL 24 Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and 3000 Jackson, LC Dear Mayor and City Councilmembers: We have acted as counsel for 3000 Jackson, LC, (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 under the laws of the State of and has full power and authority to execute, deliver and perform in full the Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is 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 organizational documents, 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 or any member of Developer in any court or before any arbitrator or before or by any governmental body, including but not limited to tax proceedings, audits, or foreclosure proceedings. Very truly yours, 25 EXHIBIT C CITY CERTIFICATE 26 Masterpiece on the Mississippi Dear Dubuque ktittei All•ACity 11 mericafir► 2012 (DATE) City Manager's Office City Hall 50 West 131h Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr@cityofdubuque.org I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement (Agreement) between 3000 Jackson, LC (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 the Agreement and that it has full power and authority to execute, deliver and perform its obligations under the Agreement. City's attorney has issued a legal opinion to Developer confirming the representation contained herein, in the form attached to the Agreement as Exhibit A. (2) The execution and delivery of the Agreement, the consummation of the transactions contemplated thereby, 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. (3) 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 the Agreement. (4) The representations and warranties contained in Section 1.1 of the Agreement shall be correct in all respects on and as of the Project Commencement Date with the same force and effect as if such representations and warranties had 27 been made on and as of the Project Commencement Date which representations and warranties shall continue until the Termination Date. MCVM:jh 28 Sincerely, Michael C. Van Milligen City Manager EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 29 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 A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, and 3000 Jackson, LC., an Iowa limited liability company, was made regarding the following described premises: Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR PLACE (3000 Jackson St) Phase II: LOT 2-1 LIEBE'S SUB #3 (3040 Jackson St) The Development Agreement is dated for reference purposes the day of , 2018, 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 , 201_ CITY OF DUBUQUE, IOWA 3000 Jackson, LC By By _ �= Roy D. Buol Mayor Attest: Kevin S. Firnstahl City Clerk 30 Stephen Emerson, Member STATE OF IOWA SS COUNTY OF DUBUQUE On this day of 20 , 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 On this 44\ -day of 201R,, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Stephen Emerson, to me personally known, who, being by me duly sworn, did say that he is Member of 3000 Jackson, LC. the limited liability company executing the instrument to which this is attached and that as said Member of 3000 Jackson, LC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. 1M- NPublic 31 gip' 4,0 rows JILL ,rtt '3:62 1�f coram. exp EXHIBIT E CERTIFICATE OF COMPLETION 32 Prepared By: David J. Heiar 50 West 13'h Street Dubuque, IA 52001 563-589-4393 Return to: David J. Heiar 50 West 13'h Street Dubuque, IA 52001 563-589-4393 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "City"), has granted incentives to 3000 Jackson, LC (the "Developer"), entered into a Development Agreement dated as of , 2018 (the "Agreement") regarding certain real property located within the Greater Downtown Urban Renewal District of the City and as more particularly described as follows: Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR PLACE (3000 Jackson St) Phase II: LOT 2-1 LIEBE'S SUB #3 (3040 Jackson St) (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 Developer to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, the Developer 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 City to permit the execution and recording of this certification; and NOW, THEREFORE, pursuant to Section 2.4 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Developer to the satisfaction of the 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 as set forth in said Agreement, and that the Agreement shall otherwise remain in full force and effect. 33 (SEAL) CITY OF DUBUQUE, IOWA By: Mike Van Milligen, 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 and acknowledged the execution of the instrument to be his/her voluntary act and deed. Notary Public in and for Dubuque County, Iowa 34 EXHIBIT F DECONSTRUCTION AREA 35 EXHIBIT G DOWNTOWN HOUSING INCENTIVE PROGRAM 36 THF. CITY OF DEJIJE Masterpiece on the Mississippi January 1. 2018 Dubuque biting wait, Tati 1111 /II 1A0T-1212 2011.2317 Economic Development Department SO west 13th Street Dubuque, Iowa 52001.4864 ORm (563) 5894393 TTY (563)690-667B http;//www atyof6ubuque.org DOWNTOWN HOUSING INCENTIVE PROGRAM Maurice Jones Economic Development Director mionesi citvofdubuaue.orq Jill M. Connors Project Coordinator iilconnoe citvofdubuoue.orq 50 West 13th Street Dubuque, IA 52001 563-589-4393 Protects eligible to receive assistance from this established pool of funds_mustmeet the following requirements: • The project must assist in the creation of new market -rate downtown rental and/or owner -occupied residential units within the Greater Downtown Urban Renewal District (see attached map) and have timely commencement & completion dates identified. • The project must be the rehabilitation of an existing structure. • Within the Washington Neighborhood, rental units must be located above a commercial component on the first floor of the building unless the project is rehabilitating or reusing a former church or school building. • Exterior alterations are subject to design review and approval. The Historic District Guidelines shall apply to projects located in Historic Preservation District The Downtown Design Guidelines shall apply to all other project locations. Projects which conform to the applicable guidelines may be reviewed and approved by the City Planner. Projects that do not strictly conform to the applicable guidelines will be forwarded to the Historic Preservation Commission (HPC) for consideration. New construction or substantial rehabiitation projects may also be considered by the HPC_ The process for review is at the discretion of the City Planner. Guidelines can be viewed and downloaded at nttD //citvofdubuoue.ora/1295/Design-Guidelines • Any signs on the property that do not comply with City zoning regulations and design guidelines must be included in the design review and improved to comply with applicable City Codes_ Submittal must include the design materials and colors that will be used on the sign face, how the sign will be displayed, and any lighting proposed. • A detailed rendering/drawing of the proposed project must be included. The plans should include dimensions and architectural details and label materials. Plans prepared by a design professional (e.g. architect or draftsperson) are strongly recommended. Applications withoutdetailed drawings will not be considered complete and will not be accepted by the City. • Deviation from an approved project plan may disqualify the project from theprogram. • City funded projects may be required to meet sound proofing, lighting, security, or other standards — as determined by the City of Dubuque following an intemal neighborhood impact study — particularly when units are located in mixed-use neighborhoods. 37 • Preference will be given to projects that also utilize Federal and/or State Historic Tax Credits. • No more than $10,000 in assistance will be considered per residential unit • In general, no more than $750,000 will be provided to a single project. • No developer fee will be permitted until all city assistance is paid or satisfied in full. • The City will disburse committed funds after the project is complete and a Certificate of Occupancy has been provided for the housing units. • A minimum of 2 new housing units must be created in the project. • Units smaller than 650 square feet MI not be eligible for this project. • No residential units will be allowed to have a restriction of less than 80% of the median income. • No more than 65% of the units of any project can have a restriction of 80% of the median income. • A project that is funded by Low Income Tax Credits (LITC) is not eligible. • Owner of property must certify that all property in the City of Dubuque, for which the owner has any interest, complies with all applicable City of Dubuque ordinances and regulations, including, but not limited to, housing, building, zoning, fire, health, and vacant and abandoned building regulations. • Applications will be reviewed monthty by the Review Committee, consisting of at least one representative from the City's Economic Development, Planning, and Building Services Departments. The Review Committee will score each application and will fund projects that meet the program criteria and are ready to commence within three months_ 38 Y �1 I�Jr ; :fip i11r., 3t S?. nyi Lower Kaufmann 151h Street Almond Street Bluff Street Cable Car Chaplain Schmitt Dubuque 8revang E Malting East 718 Street Harrison Street Holy GhoSt Ice HarborA Ito Harbor Et Ice Harbor C Induslnol Harbor Kerper Boulevard North End North Kerper Old Main Ouebecor South Blurt Street South Main South Pal Town Clock Town Clock Expansion Unrvers'ity Avenue Corridor Upper 1.Iain Warehouse Washinglon Neighborhood West Locust Corridor )i sir.c n' ,. 4 /i594�cc • iTts{ ohm. EXHIBIT H PLANNING AND DESIGN GRANT PROGRAM, FACADE GRANT PROGRAM, AND FINANCIAL CONSULTANT GRANT PROGRAM 40 City of Dubuque, Iowa Facade Grant Program, Financial Consultant Grant Program, and Planning & Design Grant Program PROGRAM GUIDELINES (2016) 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 eliminate conditions of blight, encourage revitalization efforts and to retain or create employment opportunities and/or new housing units within the district. This program will address building code deficiencies as part of each approved project Eligible Applicants: Owners of property within the Greater Downtown Urban Renewal District (map attached). Eligible Activities and Assistance: Facade Grant Program — A maximum of a ten thousand dollar ($10,000) 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 on hiring a financial consultant used to analyze the feasibility of a project Planning & Design Grant Program — A maximum of a ten thousand dollar ($10,000) 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 13th Street, Dubuque, Iowa 52001 (563) 589-4393 41 General Conditions: • Property must be located in Greater Downtown Urban Renewal District (see attached map) and with timely commencement & completion dates identified. • Projects must be the rehabilitation of an existing structure. • Property cannot be a single family home_ • All existing code deficiencies within a scope of a project must be corrected and new improvements must comply with all applicable codes and ordinances. • Owner of property must certify that all property in the City of Dubuque, for which the owner has any interest, complies with all applicable City of Dubuque ordinances and regulations, including, but not limited to, housing, building, zoning, fire, health, and vacant and abandoned building regulations. • Exterior alterations are subject to design review and approval. The Historic District Guidelines shall apply to projects located in Historic Preservation Districts. The Downtown Design Guidelines shall apply to all other project locations_ Projects which conform to the applicable guidelines may be reviewed and approved by the City Planner. Projects that do not strictly conform to the applicable guidelines will be forwarded to the Historic Preservation Commission (HPC) for consideration. Substantial rehabilitation projects may also be considered by the HPC. The process for review is at the discretion of the City Planner. Guidelines can be viewed and downloaded at http:llciryofdubuque.org112951Desion-Guidelines. • Any signs on the property that do not comply with City zoning regulations and design guidelines must be included in the design review and improved to comply with applicable City Codes_ Submittal must include the design materials and colors that will be used on the sign face, how the sign will be displayed, and any fighting proposed. • A detailed rendering/drawing of the proposed project must be included_ The plans should include dimensions and architectural details and label materials_ Plans prepared by a design professional (e.g. architect or draftsperson) are strongly recommended. Applications without detailed drawings will not be considered complete. • Applicant will not be reimbursed for personal labor costs or labor costs of family members, nor can these costs be counted in the total project costs. • Projects may not receive the maximum amount of each form of assistance more than once. • Deviation from an approved project plan shall disqualify the project from the program. • City funded projects may be required to meet sound proofing, lighting, security, or other standards — as determined by the City of Dubuque following an internal neighborhood impact study — particularly when units are located in mixed-use neighborhoods. • Appfications will be reviewed monthly by the Review Committee, consisting of at least one representative from the City's Economic Development, Planning, and Building Services Departments. The Review Committee will score each application and will fund projects that meet the program criteria and are ready to commence within three months_ 42 FACADE 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 by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for labor and material costs associated with facade improvements, including but not limited to, rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right-of-way. • In order to receive reimbursement for repointing, a mortar analysis sample may be requested for each facade that will be repointed. The applicant must adhere to the results of that analysis in their rehabilitation work as part of their approved project plan. The City may request verification that the new mortar matches the results of the mortar analysis. • Language from the National Park Service Technical Preservation Services Briefs may be attached as a condition for a building permit if the applicant chooses to perform repointing on the project. • Reimbursable expenditures must be documented. • Grants will be disbursed upon completion of work at a rate of 5.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department and/or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff Review Committee and approved by the City Manager. 3. Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project. 43 FINANCIAL CONSULTANT GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring a financial consultant to analyze the feasibility of projects. Amount of Grant: 1:1 matching grant not to exceed fifteen thousand dollars ($15,000) shall be awarded to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $30,000 or greater eligible costs would receive the maximum $15,000 grant) Grant Specific Conditions: • Reimbursement is for fees associated with hiring a professional financial consultant. • Reimbursable expenditures must be documented. • This grant shall not exceed ten percent (10%) of total project costs_ • The rehabilitation project must be completed for the Financial Consultant Grant to be funded. • Grants will be disbursed upon completion of work at a rate of $.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department and/or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff Review Committee and approved by the City Manager. 3. Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project. 44 PLANNING & DESIGN GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring architects, engineers or other professional services used prior to construction. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) be awarded by the City to qualifying projects to offset the actual pre -development costs. (Example: $8,500 in eligible project costs would receive $4,250 grant matched by $4,250 in private contribution, $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for architectural and engineering fees, feasibility studies, environmental assessments or other related soft costs. • Reimbursable expenditures must be documented. • 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 costs. Approval Process: 1. Design review by the City Planning Departrnent and/or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff Review Committee and approved by the City Manager. 3. Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project. 45 .7 1 Lower Kaufmann 1710 Sheet Almond Street Muff Street Cable Car Chaplain Schmitt Dubuque Brewing & Malting East 710 Street Harrison Sheet Holy Ghost ke Harbor A leo Harbor B Ice Harbor C Industrial Harbor Kerber Boulevard North End North Kerper Old Main Ouebecor South Bluff Street South Main South Porl Town Clock Town Clock Expansion University &yenta) Corridor Upper &lain Warehouse Washington Neighborhood West Locust Conldor 111151 &thug, Cly DUB Max sv.y 41/1S1 EXHIBIT I SITE PLAN 47 c 48 1.1C4,0,0n10.. 1 7 -fro •11 i r I i : ': • :. A S P EC T \I'7,,,'\ olkolttitarndai 48 f a; .ate.,,., i ASPECT C-3 01465821-1110422-194 49 ri 4 tra •+u f.x,.:ra a:owt,c ASPECT \I 50 s" mo1::4M5'4aC C1650011.1t1 t.OG>J'tl ;02 velulNlw.diip+ 51 zst, i .... ,,,,.,... ,......... ..----.................... _ __ ; • :,.. 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F:,. . .. � �� :_ -�.��,- - .%. �� . _ ��-��� . rs _ � 3 _ . _ �/ - ., s. .�Si�C . . d ' .'T _ � � 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: May 25, 2018, and for which the charge is $37.13. Subscribed to before me, Notary Public in and for Dubuque County, Iowa, this /a day of , , 20l", . Notary Public in and for Dubuque County, Iowa. r-. MARY K WESTERMEYER Commission Number 154885 My Commission Exp. Feb. 1, 2020 CITY OF DUBUQUE, IOWA PUBLIC NOTICE CITY COUNCIL OF THE CITY OF. DUBUQUE, IOWA NOTICE OF A PUBLIC HEARING •' OF THE CITY COUNCIL OF THE CITY OF DUBU- QUE, IOWA, ON THE APPROVAL OF THE DEVELOPMENT AGREEMENT BE- TWEEN THE CITY OF DUBUQUE AND 3000 JACKSON, LC INCLUD- ING THE PROPOSED AUTHORIZATION -:OF URBAN " RENEWAL TAX INCREMENT RE- VENUE OBLIGATIONS PUBLIC NOTICE is hereby given that the City, Council, of the City of Dubuque, Iowa, will hold a public hearing on the 4th day of June, 2018, at 6:00 p,m. in the City Council Chambers at the Historic Federal Building; 350 W. 6th St., Dubuque, Iowa, at which meeting the City Council j proposes to take action on the au- thorization and execu- tion of the Develop- mentAgreement and on the issuance of eco- nomic development grants (Urban Renewal Tax Increment Revenue Grant Obligations) de- scribed therein in order tocarry out the pur- poses and objectives of the Urban Renewal Plan for the Greater Downtown Urban Re newal District, consist, ing of, the funding of economic development ,grants to 3000 Jackson, LC, under the !terms and conditions of said Development Agree- ment and the 'Urban Renewal - Plan for, the ,eater Downtown Ur: ;"Renewal District. e,faggregate amount of the, Urban Renewal Tax Increment Revenue Grant Obligations can- not be determined , at the present time, but is not expected to exceed $1,822,000. At, the meeting, the City Council will re- ceive oral andwritten objections from any resident or property owner of said City to, theabove action.After all " ,objections ' have' been received-and,con- sidered, the City Coun- cil may at this meeting or at any adjournment thereof, app"rove the Development Agree- ment, and authorize such Tax Increment Revenue Grant Obliga- tions, or abandon the proposal. By order of the City Council said.I hearing and appeals therefrom shall be held in accordance with and governed by the provi sions of Section 403.9 of the Code of Iowa. Copies of supporting documents for the pub- lic hearing are on file in the City Clerks Office,' City 'Hall, 50 W. 13th, St., Dubuque, Iowa, and may be viewed during normal working hours. Any ,:visual- or hear- ing-impaired persons needing special, assis tance or persons with special accessibility needs should contact the, City Clerks Office at (563) 589-4100 or TDD (563) 690-6678 at least 48 hoursprior to the meeting. This notice is given by order of the City Coun cil of the City of Dubuque, Iowa, as pro- vided by Chapter 403 of the Code of Iowa. Dated this 21st day of May, 2018. Kevin S. Firnstahl City Clerk of Dubuque, Iowa It 5/25,