Marquette Hall, LLC Amended and Restated Incentive Agreement Copyrighted
June 18, 2018
City of Dubuque Action Items # 4.
ITEM TITLE: Marquette Hall, LLC Amended and Restated Incentive
Agreement
SUMMARY: City Manager recommending approval of the Amended and
Restated GrantAgreements for powntown Rehabilitation
Grant Program for the rehabilitation of Marquette Hall at
2222 Queen Street into a total of 28 affordable rental
residential units.
RESOLUTION Approving an Amended and Restated Grant
Agreement for the Downtown Rehabilitation Grant Program
between the City of Dubuque and Marquette Hall, LLC, and
approving an Amended and Restated Grant Agreement for
the Downtown Housing Incentive Program between the City
of Dubuque and Marquette Hall, LLC
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Marquette Hall Amended and Restated Grant City Manager Memo
Agreements-NNM Memo
Staff Memo Staff Memo
Amended and Restated Housing Incenti� Supporting Documentation
Amended and Restated Rehabilitation Incentive Supporting Documentation
Design Letter Supporting Documentation
Resolution of Approval Resolutions
THE CITY OF Dubuque
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Masterpiece on the Mississippi Z°°'�w'2
7A13 2017
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Marquette Hall, LLC Amended and Restated Grant Agreements for the
Downtown Rehabilitation Grant Program
DATE: June 14, 2018
Economic Development Director Maurice Jones recommends City Council approval of
the Amended and Restated Grant Agreements for powntown Rehabilitation Grant
Program for the rehabilitation of Marquette Hall at 2222 Queen Street into a total of 28
affordable rental residential units.
Marquette Hall, LLC, requested an amendment to the letter of commitment that would
maintain Marquette Hall, LLC as the developer (with all of its obligations) but commit the
grant funds to an associated non-profit entity, Preserving US, Inc. The Grant
Agreements formalize the letters of commitment and provides that Preserving US, Inc.
is the grant recipient. This funding arrangement will assist the company with its overall
development budget due to certain historic tax credit rules regarding the receipt of
grants.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�� �� ���
Mic ael C. Van Milligen �� �
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Maurice Jones, Economic Development Director
Dubuque Economic Development Department
THE CITY OF �,, 5o West 13�^Street
AI4MEPeelity Dubuque,lowa 52001-4864
�,���N Office(563)589-4393
U B E 1 I I I I I TTY(563)690-6678
http://www.cityofd u buq ue.org
2007•2012
Masterpiece on the Mississippi Zo,3•Zo„
TO: Michael Van Milligen, City Manager
FROM: Maurice Jones, Economic Development Director
SUBJECT: Marquette Hall, LLC Amended and Restated Grant Agreements for the
Downtown Rehabilitation Grant Program
DATE: June 11 , 2018
INTRODUCTION
This memorandum presents for your consideration and approval the Amended and
Restated Grant Agreements for powntown Rehabilitation Grant Program for the
rehabilitation of Marquette Hall at 2222 Queen Street into a total of 28 affordable rental
residential units.
BACKGROUND
As has been provided to several projects for the rehabilitation of former school buildings
into rental residential facilities in the downtown area, the Economic Development
department provided a letter of commitment in late 2017 to Marquette Hall, LLC for
downtown rehabilitation grants in an amount of$35,000 and housing creation grants in
an amount of$30,000.
DISCUSSION
Economic Development staff were contacted recently by the developer, Marquette Hall,
LLC, requesting an amendment to the letter of commitment that would maintain
Marquette Hall, LLC as the developer (with all of its obligations) but commit the grant
funds to an associated non-profit entity, Preserving US, Inc. The Grant Agreements
formalize the letters of commitment and provide that Preserving US, Inc. is the grant
recipient.
This funding arrangement will assist the company with its overall development budget
due to certain historic tax credit rules regarding the receipt of grants. Accommodating
this request is intended to make the project budget more advantageous, thus increasing
the possibility of the developer finding the City of Dubuque an attractive community in
which to do business.
In addition to the increased activity in the area, it is hoped that seniors living in the area
will move to Marquette Hall and open up a number of homes for younger
individuals/couples, who will renovate those homes. This modification of the letters of
commitment is in line with the City Council's goal of creating livable neighborhoods.
RECOMMENDATION/ ACTION STEP
I respectfully request the approval of the attached Amended and Restated Grant
Agreements for the Downtown Rehabilitation Grant Program.
Dubuque P1�su1ulg Services Department
THE CTTY OF � City Hall-50 West 13'h Sh�eet
D�� � All•AmericaCity Dubuque,IA 52001-484�
' ' (563)589-4210 phone
(�63)589-4221 fax
Masterpiece on the Mississippi - (563)690-6678 TDD
���•:0,2•_���•_��; planningCcityofdubuque.org
MEMORANDUM
TO: Jill Connors, Economic Development Project oordinator
FROM: Wally Wernimont, Assistant Planner
SUBJECT: Farade Grant: 2222 Queen Street
DATE: June 5, 2018
Introduction
This memorandum forwards the requested design review for work funded with a Fa�ade
Grant for the property located at 2222 Queen Street.
Backqround
The project is located in the Greater powntown Urban Renewal District. The City of
Dubuque Architectural Guidelines apply to this project.
Discussion
The building is being rehabilitated as part of a Historic Tax Credit Project. The State
Historic Preservation Office (SHPO) reviews the project to ensure compliance with the
Secretary of the Interior's Standards for Rehabilitation. The project is recommended
for approval with the following recommendations:
Future signage for the building must comply with the recommendations outlined in
the City of Dubuque Architectura/ Guidelines, Chapter 4 — Signs and the City of
Dubuque Unified Development Code. Architecture Guidelines can be accessed at
the following link: http://www.citvofdubuque.orq/ArchitecturalGuidelines
Requirement
If done in accordance with the SHPO approved Part 2 of the Historic Tax Credit
Application, the project will meet the applicable guidelines and standards and is
recommended for approval in terms of design review. In the event the project does not
follow the SHPO approved Part 2 of the Historic Tax Credit Application, the scope of
work must be reviewed and approved by the Economic Development and Planning
Services Departments prior to initiation. It is the property owner's responsibility to
read and understand the terms of approval as well as ensure compliance with the
project requirements. It is the property owner's responsibility to obtain the
necessary building permits prior to starting work. It is the property owner's
responsibility to ensure all contractors understand and properly execute all
expectation of the project. Failure to comply with the approved scope of work will
result in forfeiture of all funding.
Prepared by and return to Jill M Connors, 50 W 13th Street, Dubuque IA 52001 563 589-4393
RESOLUTION NO. 194-18
APPROVING AN AMENDED AND RESTATED GRANT AGREEMENT FOR THE
DOWNTOWN REHABILITATION GRANT PROGRAM BETWEEN THE CITY OF
DUBUQUE AND MARQUETTE HALL, LLC, AND APPROVING AN AMENDED AND
RESTATED GRANT AGREEMENT FOR THE DOWNTOWN HOUSING INCENTIVE
PROGRAM BETWEEN THE CITY OF DUBUQUE AND MARQUETTE HALL, LLC
WHEREAS, the Economic Development Department of the City of Dubuque
provided letters of commitment dated October 10, 2017 to Marquette Hall, LLC
(Developer) for the development of real estate owned by Developer, known locally as
2222 Queen Street, Dubuque, Iowa (the Property); and
WHEREAS, the letters of commitment committed downtown housing and
downtown rehabilitation grant funds to Developer in the amount of $35,000 and housing
creation grants in the amount of $30,000; and
WHEREAS, in order to facilitate rehabilitation of the Property, and in particular to
accommodate the use of historic tax credits, Developer desires that the grants be
committed to an associated non-profit entity, Preserving US, Inc.; and
WHEREAS, the Amended and Restated Grant Agreement for the Downtown
Rehabilitation Grant Program and the Amended and Restated Grant Agreement for the
Downtown Housing Incentive Program (the Amended and Restated Grant Agreements)
formalize the letters of commitment and provide that Preserving US, Inc. is the grant
recipient; and
WHEREAS, the City Council finds that it is in the best interests of the City of
Dubuque to approve the Amended and Restated Grant Agreements.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The Amended and Restated Grant Agreements are hereby approved.
Section 2. The Mayor is hereby authorized and directed to execute the Amended
and Restated Grant Agreements on .behalf of the City of Dubuque.
Passed, approved and adopted the 18th day of June, 20
Attest:
Key' Firnstahl, City Clerk
Ric W. Jones
Marquette Hall — Resolution for Amended and Restated Grant Agreement June 18, 2018
Presiding Officer
AMENDED AND RESTATED GRANT AGREEMENT
FOR THE DOWNTOWN REHABILITATION GRANT PROGRAM
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
MARQUETTE HALL, LLC
THIS AMENDED AND ' ESTATED GRANT AGREEMENT (the "Agreement") is made
on or as of the / day of �.%; ; , 2018, by and between the CITY OF DUBUQUE,
IOWA, a municipality establis ed pursuant to the Code of Iowa (the "City") and acting under the
authorization of Chapter 403 of the Code of Iowa (the "Urban Renewal Act"); MARQUETTE
HALL, LLC, a Kansas limited liability company (the "Developer"); and PRESERVING US, INC.,
a Delaware not for profit corporation (the "Grant Recipient"). The City, Developer, and Grant
Recipient are the parties to this Agreement.
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has
undertaken a program for the development and redevelopment of an area in the City known as the
Greater Downtown Urban Renewal District (the "District"), an urban renewal area established
pursuant to the Urban Renewal Act, and in connection therewith has established the Downtown
Rehabilitation Grant Program (the "Program"); and
WHEREAS, the Developer intends to complete the renovation and rehabilitation of a
building located on a property within the District locally known as 2222 Queen Street, Dubuque,
Iowa (the "Development Property"), which shall include various improvements to the building, as
more specifically detailed in the Developer's application to the Program; and
WHEREAS, the Developer's renovation and rehabilitation of the Development Property is
referred to herein as the "Project"; and
WHEREAS, the Developer previously applied for, was approved for, and accepted three
grants for the Project from the City under the Program in amounts collectively up to Thirty -Five
Thousand Dollars ($35,000) (collectively, the "Grant"), the terms of which were set forth in an
offer and agreement letter dated and signed on October 10, 2017 (the "Offer Letter"); and
WHEREAS, the parties desire to amend and restate the terms of the Offer Letter; and
WHEREAS, the City believes that the development of the Development Property pursuant
to this Agreement and the fulfillment generally of this Agreement, are in the vital and best interests
of the City and in accord with the public purposes and provisions of the applicable State and local
laws and requirements under which the foregoing project has been undertaken and is being
assisted.
NOW THEREFORE, in consideration of the promises and obligations of the parties hereto,
each of them does hereby covenant and agree with the others as follows:
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ARTICLE I. ORIGINAL AGREEMENT.
Section 1.1. Original Agreement. The Offer Letter described in the preambles hereof,
contained an offer from the City to the Developer in conjunction with the terms of the Program
and established the terms and conditions of the agreement. This Agreement is intended to modify,
amend, and restate the terms of the Offer Letter in its entirety.
ARTICLE II. MINIMUM IMPROVEMENTS.
Section 2.1. Required Minimum Improvements. The Developer shall improve the
Development Property by renovating and rehabilitating the existing building, including exterior
improvements thereto, (the "Minimum Improvements"). The Minimum Improvements shall be
completed in substantial conformity with the scope and scale described in the Developer's
application to the Program, and the Design Letter attached hereto.
Section 2.2. Completion of Minimum Improvements. The Developer shall complete
construction of the Minimum Improvements by July 1, 2019. The City shall determine in its sole
discretion (following an inspection by the City's Building Services Department and/or Planning
Department) when the Minimum Improvements have been completed. In order to be considered
completed, the Minimum Improvements must be constructed in accordance with the terms of this
Agreement, in compliance with the regulations of the Downtown Rehabilitation Grant Program,
and in substantial conformity with the Developer's application to that Program and the Design
Letter attached hereto.
Section 2.3. Construction of Minimum Improvements. The Developer shall complete all
work with respect to construction of the Minimum Improvements in conformance with all
requirements of the Program, this Agreement, and all federal, State, and local laws, ordinances,
and regulations.
Section 2.4. Insurance.
(1) Developer shall provide and maintain or cause to be maintained at all times during
the process of constructing the Minimum Improvements (and, from time to time at the
request of the City, furnish the City with proof of insurance in the form of a certificate of
insurance for each insurance policy):
All risk builder's risk insurance, written on a Completed Value Form in an amount equal
to one hundred percent (100%) of the replacement value of the Development Property
when construction is completed;
(2) Upon completion of construction of the Minimum Improvements and up to the
Termination Date, Developer shall maintain, or cause to be maintained, at its cost and
2
expense (and from time to time at the request of the City shall furnish proof of insurance
in the form of a certificate of insurance) all-risk property insurance against loss and/or
damage to the Development Property under an insurance policy written in an amount not
less than the full insurable replacement value of the Development Property. The term
"replacement value" shall mean the actual replacement cost of the Development Property
(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 the City, but not more frequently than once every three (3) years.
(3) The Developer shall notify the City immediately in the case of damage exceeding
$50,000.00 in amount to, or destruction of, the Development Property or any portion
thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net
Proceeds), shall be paid directly to the Developer as its interests may appear, and the
Developer shall forthwith repair, reconstruct and restore the Development Property 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, the Developer shall apply the Net Proceeds of any insurance relating to
such damage received by the 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). The Developer shall complete the repair, reconstruction and
restoration of the Development Property whether or not the Net Proceeds of insurance
received by the Developer for such Purposes are sufficient.
ARTICLE III. FURTHER COVENANTS OF DEVELOPER.
Section 3.1. Operation of Development Property; Housing Vouchers. For and in
consideration of the Grant offered under this Agreement, during the operation of the Development
Property as a rental residential property, the Developer shall accept, or cause to be accepted,
applications from prospective tenants with housing vouchers (issued under the U.S. HUD's
Section 8 voucher program or a similar program) that are otherwise qualified prospective tenants.
Section 3.2. Real Property Taxes. Until the Termination Date, 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 Development Property.
Section 3.3. No Other Exemptions. Until the Termination Date, Developer agrees not to
apply for any state or local property tax exemptions, except for an application for urban
revitalization tax abatement under Iowa Code Chapter 404 and 427, which are available with
respect to the Development Property or the Minimum Improvements located thereon that may now
be, or hereafter become, available under state law or city ordinance during the term of this
Agreement,.
Section 3.4. Non -Discrimination. In carrying out the Project, Developer shall not
discriminate against any employee or applicant for employment or tenant because of race, religion,
color, sex, sexual orientation, gender identity, national origin, age, or disability.
3
ARTICLE IV. DOWNTOWN REHABILITATION GRANT.
Section 4.1. Downtown Rehabilitation Grants. For and in consideration of the
Developer's completion of the Project, the City agrees, subject to the terms and conditions set forth
herein, to make the grants described in Sections 4.3, 4.4, and 4.5 (collectively, the "Grant"), which
are individually referred to. as the Facade Grant, the Planning & Design Grant, and the Financial
Consultant Grant, subject to the terms and conditions of each particular grant, as stated herein. The
Facade Grant, the Planning & Design Grant, and the Financial Consultant Grant are all grants
made under subprograms of the Program.
a. The final amounts of the Facade Grant, the Planning & Design Grant, and the
Financial Consultant Grant shall be determined following the City's review of documentation
submitted by Developer showing the eligible expenses (as applicable to the particular grant), and
shall each be in an amount equal to $0.50 for each $1.00 of eligible expenses incurred by Developer
within the scope of the Project's approved application, up to the maximum amounts stated below.
Section 4.2. Payment of the Grant. The Grant shall be payable as follows:
a. Any and all portions of the Grant shall be funded solely and only from available
Program funds;
b. Prior to the release of any Grant funds under Sections 4.3, 4.4, or 4.5, (i) the
Developer shall have submitted documentation of its eligible expenses under the corresponding
grant program, and (ii) the City shall have determined that the Project is substantially complete,
per the terms of Section 2.2;
c. The Grant funds shall be disbursed directly to the Grant Recipient.
Section 4.3. Facade Grant. The City agrees to provide the Grant Recipient a grant not to
exceed Ten Thousand Dollars ($10,000) for documented costs that improve the overall appearance
of the Development Property (the "Facade Grant"), provided the Project as completed meets the
criteria of the Facade Grant Program.
Section 4.4. Planning & Design Grant. The City agrees to provide the Grant Recipient a
grant not to exceed Ten Thousand Dollars ($10,000) for documented predevelopment costs,
architectural and engineering fees, and other authorized soft costs associated with the rehabilitation
of the Development Property (the "Planning & Design Grant"), provided the Project as completed
meets the criteria of the Planning & Design Grant Program.
Section 4.5. Financial Consultant Grant. The City agrees to provide the Grant Recipient
a grant not to exceed Fifteen Thousand Dollars ($15,000) for documented costs related to hiring a
financial consultant to evaluate the Project's feasibility (the "Financial Consultant Grant"),
provided the Project as completed meets the criteria of the Financial Consultant Grant Program.
ARTICLE V. EVENTS OF DEFAULT; REMEDIES.
4
Section 5.1. Events of Default Defined. Failure by Developer to substantially observe
or perform any covenant, condition, obligation, or agreement on its part to be observed or
performed under this Agreement shall be an "Event of Default."
Section 5.2. Remedies on Default by Developer. Whenever any Event of Default occurs
and is continuing, the 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 Grant Recipient of the Event of Default,
but only if the Event of Default has not been cured within thirty (30) days following such notice,
or if the Event of Default cannot be cured within thirty (30) days and Developer does not provide
assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter:
a. City may suspend its performance under this Agreement, including suspension of
the payment of any installment of the Grant to the Grant Recipient, 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;
b. City may terminate this Agreement; or
c. City may take any action, including legal, equitable, or administrative action, which
may appear necessary or desirable to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
Section 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.
Section 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.
ARTICLE VI. MISCELLANEOUS.
Section 6.1. Conflict of Interest. Developer represents and warrants that, to its best
knowledge and belief after due inquiry, no officer or employee of the City, or its designees or
agents, nor any consultant or member of the governing body of the City, and no other public
official of the City who exercises or has exercised any functions or responsibilities with respect to
the Project during his or her tenure, or who is in a position to participate in a decision-making
process or gain insider information with regard to the Project, has had or shall have any interest,
direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to
be performed in connection with the Project, or in any activity, or benefit therefrom, which is part
of the Project at any time during or after such person's tenure.
5
Section 6.2. Grants, Notices, and Demands. A Grant payment, notice, demand, or other
communication under this Agreement by any party to the other shall be sufficiently given or
delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt
requested, or delivered personally, and
a. In the case of the Developer, is addressed or delivered personally to Marquette Hall,
LLC, at 6800 W 64th Street, Suite 101, Overland Park, KS, 66202; Attn: Thomas
L. Anderson; and
b. In the case of the Grant Recipient, is addressed or delivered personally to
Preserving US, Inc., at 3965 W. 83rd Street, Suite 273, Prairie Village, KS, 66207;
Attn: Angela M. Morehead; and
c. In the case of the City, is addressed to or delivered personally to the City of
Dubuque at City Hall, 50 W. 13th Street, Dubuque, IA 52001; Attn: City Manager
and City Attorney.
or to such other designated individual or officer or to such other address as any party shall have
furnished to the other in writing in accordance herewith.
Section 6.3. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 6.4. Definitions. All capitalized terms used herein shall have the meaning
defined herein, unless a different meaning clearly appears from the context.
Section 6.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.6. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Iowa.
Section 6.7. Amendment. This Agreement may not be amended except by a subsequent
writing signed by all parties hereto.
Section 6.8. Successors and Assigns. This Agreement is intended to and shall inure to
the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Section 6.9. Termination Date. This Agreement shall terminate and be of no further
force or effect on and after December 31, 2019 (the "Termination Date"), unless the Agreement is
terminated earlier by the other terms of this Agreement.
Section 6.10. No Third -Party Beneficiaries. No rights or privileges of either party hereto
shall inure to the benefit of any landowner, tenant, contractor, subcontractor, material supplier, or
6
any other person or entity, and no such landowner, tenant, contractor, subcontractor, material
supplier, or any other person or entity shall be deemed to be a third -party beneficiary of any of the
provisions contained in this Agreement.
Section 6.11. Indemnification. The Developer and Grant Recipient hereby indemnify and
agree to defend and hold harmless the City against any claims made by the Developer, Grant
Recipient, or any third party relating to or arising out of this Agreement, including costs, expenses,
or attorneys' fees.
Section 6.12. No Assignment; Non -Transferability. Following the execution of this
Agreement and until the Termination Date:
a. The Developer represents and agrees that it will not transfer, convey or make any
assignment of any of its rights or interests in the Development Property, Minimum Improvements,
or this Agreement to any other party unless: (i) the transferee partnership, corporation, or
individual assumes in writing all of the obligations of the Developer under this Agreement, and
(ii) the City consents thereto in writing in advance thereof; and
b. The Grant Recipient represents and agrees that it will not assign its rights or
interests in this Agreement, including the Grant, to any other party unless the City consents thereto
in writing in advance thereof.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk,
and the Developer and Grant Recipient, respectively, have caused this Agreement to be duly
executed in their names and behalf by their duly authorized representatives all on or as of the day
first above written.
[Remainder of page intentionally left blank; signature pages follow]
7
CITY OF DUBUQUE, IOWA
By:
ATTEST:
By:
i2LJ
. Buol, Mayor
K ' in S. Firnstahl, City Clerk
STATE OF IOWA
) SS
COUNTY OF DUBUQUE )
On this 18th day of June 201E1 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 Cit Clerk acknowledged the execution
of said instrument to be the voluntary act and deed of sa ity, bay ind by them voluntarily
executed.
aim c,
Notary Public in'
d for the State of Iowa
[Signature page to Amended &. Restated Grant Agreement for the
Program — City of Dubuque]
8
:PAMELA J. McCARRON
Commission Number 77241
My Comm. Exp. `E .5 ,cif
MARQUETTE HALL, LLC,
a K as 1.. ' . liability company
Thomas L. Anderson, Authorized Agent
SS
On this day of 20 before me the undersigned, a Notary
Public in and for the said County and State, personally appeared Thomas L. Anderson, to me
personally known, who, being by me duly sworn, did say that he is the Authorized Agent of
Marquette Hall, LLC, a Kansas limited liability company, executing the instrument to which this
is attached; and that said instrument was signed on behalf of said company; and that said Thomas
L. Anderson acknowledged the execution of said instrum nt to be the vol act and deed of
said company, by it voluntarily executed.
4
..Q_
Notary Public in and for the State of 6w,
./
[Signature page to Amended & Restated Grant Agreement for the
Program — Marquette Hall, LLC]
VALERIAA. PRICE
Notary Public, State of Kang
No. 1128975
Qualified in Johnson County
Commission Expires 10/17/2020
9
PRESERVING US, INC.,
a Delaware not-for-profit corporation
By:
An la ead Board Chairman
M. Mo eh
STATE OF K2I2 )
/
COUNTY O o6) rbc)
SS )
On this ) `7 day of -.j /,j,%" 2018, before me the undersigned, a Notary
Public in and for said State, personally appeared Angela M. Morehead, to me personally known,
who, being by me duly sworn, did say that she is the Board Chairman of Preserving US, Inc., a
Delaware not-for-profit corporation, executing the instrument to which this is attached; and that
said instrument was signed on behalf of said corporation; and that said Angela M. Morehead
acknowledged the execution of said instrument to be the voluntary act and deed of said corporation,
by it voluntarily executed.
01485362-2\10422-194
Notary Public in and for saia State
[Signature page to Amended & Restated Grant Agreement for the
Downtown Rehabilitation Grant Program — Preserving US, Incj
10
VALERIAA. PRICE
Notary Public, State of Kang
No. 1128975
Qualified in Johnson County
Commission Expires 10117/2020
AMENDED AND RESTATED GRANT AGREEMENT
FOR THE DOWNTOWN HOUSING INCENTIVE PROGRAM
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
MARQUETTE HALL, LLC
THIS AMENDED AND ' ESTATED GRANT AGREEMENT (the "Agreement") is made
on or as of the day of 4,/, , 2018, by and between the CITY OF DUBUQUE,
IOWA, a municipality estabL:hed pursuant to the Code of Iowa (the "City") and acting under the
authorization of Chapter 403 of the Code of Iowa (the "Urban Renewal Act"); MARQUETTE
HALL, LLC, a Kansas limited liability company having an office for the transaction of business
as 6800 W 64th Street, Suite 101, Overland Park, Kansas (the "Developer"); and PRESERVING
US, INC., a Delaware not for profit corporation having an office for the transaction of business at
3965 W 83rd Street, Suite 273, Prairie Village, Kansas (the "Grant Recipient"). The City,
Developer, and Grant Recipient are the parties to this Agreement.
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has
undertaken a program for the development and redevelopment of an area in the City known as the
Greater Downtown Urban Renewal District (the "District"), an urban renewal area established
pursuant to the Urban Renewal Act, and in connection therewith has established the Downtown
Housing Incentive Program; and
WHEREAS, the Developer intends to complete the renovation and rehabilitation of a
building located on a property within the District locally known as 2222 Queen Street, Dubuque,
Iowa (the "Development Property"), which shall include the construction of three residential
apartment units, as more specifically detailed in the Developer's application to the Program; and
WHEREAS, the Developer's renovation and rehabilitation of the Development Property,
construction and operation of the Minimum Improvements as rental residential apartment units is
referred to herein as the "Project"; and
WHEREAS, the Developer previously applied for, was approved for, and accepted a grant
for the Project from the City for up to Thirty Thousand Dollars ($30,000) under the Program (the
"Grant"), the terms of which were set forth in a letter of commitment dated and signed on October
10, 2017 (the "Letter of Commitment"); and
WHEREAS, the parties desire to amend and restate the terms of the Letter of Commitment;
and
WHEREAS, the City believes that the development of the Development Property pursuant
to this Agreement and the fulfillment generally of this Agreement, are in the vital and best interests
of the City and in accord with the public purposes and provisions of the applicable State and local
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laws and requirements under which the foregoing project has been undertaken and is being
assisted.
NOW THEREFORE, in consideration of the promises and obligations of the parties hereto,
each of them does hereby covenant and agree with the others as follows:
ARTICLE I. ORIGINAL AGREEMENT.
Section 1.1. Original Agreement. The Letter of Commitment described in the preambles
hereof, contained an offer from the City to the Developer in conjunction with the terms of the
Program and the Developer's application to that program, established the terms and conditions of
the agreement. This Agreement is intended to modify, amend, and restate the terms of the Letter
of Commitment in its entirety.
ARTICLE II. MINIMUM IMPROVEMENTS.
Section 2.1. Required Minimum Improvements. The Developer shall improve the
Development Property by constructing three (3) new residential apartment units for market -rate
rental (the "Minimum Improvements"). The Minimum Improvements shall be constructed in
substantial conformity with the scope and scale described for such residential units in the
Developer's application to the Program, attached hereto.
Section 2.2. Completion of Minimum Improvements. The Developer shall complete
construction of the Minimum Improvements by July 1, 2019. The City shall determine in its sole
discretion (following an inspection by the City's Building Services Department and/or Planning
Department) when the Minimum Improvements have been completed. In order to be considered
completed, the Minimum Improvements must be suitable for issuance of a certificate of
occupancy, and must have been constructed in accordance with the terms of this Agreement, in
compliance with the regulations of the Program, and in substantial conformity with the
Developer's application, attached hereto.
Section 2.3. Construction of Minimum Improvements. The Developer shall complete all
work with respect to construction of the Minimum Improvements in conformance with all
requirements of the Program, this Agreement, and all federal, State, and local laws, ordinances,
and regulations.
Section 2.4. Insurance.
(1) Developer shall provide and maintain or cause to be maintained at all times during
the process of constructing the Minimum Improvements (and, from time to time at the
request of the City, furnish the City with proof of insurance in the form of a certificate of
insurance for each insurance policy):
All risk builder's risk insurance, written on a Completed Value Form in
an amount equal to one hundred percent (100%) of the replacement value
of the Development Property when construction is completed;
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(2) Upon completion of construction of the Minimum Improvements and up to the
Termination Date, Developer shall maintain, or cause to be maintained, at its cost and
expense (and from time to time at the request of the City shall furnish proof of insurance
in the form of a certificate of insurance) all-risk property insurance against loss and/or
damage to the Development Property under an insurance policy written in an amount not
less than the full insurable replacement value of the Development Property. The term
"replacement value" shall mean the actual replacement cost of the Development Property
(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 the City, but not more frequently than once every three (3) years.
(3) The Developer shall notify the City immediately in the case of damage exceeding
$50,000.00 in amount to, or destruction of, the Development Property or any portion
thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net
Proceeds), shall be paid directly to the Developer as its interests may appear, and the
Developer shall forthwith repair, reconstruct and restore the Development Property 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, the Developer shall apply the Net Proceeds of any insurance relating to
such damage received by the 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). The Developer shall complete the repair, reconstruction and
restoration of the Development Property whether or not the Net Proceeds of insurance
received by the Developer for such Purposes are sufficient.
ARTICLE III. OPERATION OF MINIMUM IMPROVEMENTS.
Section 3.1. Housing Vouchers. For and in consideration of the City incentives offered
under this Agreement, during the operation of the Minimum Improvements as rental residential
units, the"Developer shall accept, or cause to be accepted, applications from prospective tenants
with housing vouchers (issued under the U.S. HUD's Section 8 voucher program or a similar
program) that are otherwise qualified and financially able prospective tenants.
Section 3.2. Real Property Taxes. During the term of this Agreement, 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 Development Property.
Section 3.3. No Other Exemptions. During the term of this Agreement, Developer agrees
not to apply for any state or local property tax exemptions, except for an application for urban
revitalization tax abatement under Iowa Code Chapter 404 and 427, which are available with
respect to the Development Property or the Minimum Improvements located thereon that may now
be, or hereafter become, available under state law or city ordinance during the term of this
Agreement.
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Section 3.4. Non -Discrimination. In carrying out the Project, Developer shall not
discriminate against any employee or applicant for employment or tenant because of race, religion,
color, sex, sexual orientation, gender identity, national origin, age, or disability.
ARTICLE IV. DOWNTOWN HOUSING GRANT.
Section 4.1. Downtown Housing Grant. For and in consideration of the Developer's
obligations to construct and operate the Minimum Improvements, the City agrees, subject to the
terms and conditions set forth herein, to make a grant under the Program in an amount equal to
Ten Thousand Dollars ($10,000) for each new residential apartment unit constructed as part of the
Project for which a certificate of occupancy from the City of Dubuque Building Services
Department is issued, but not to exceed Thirty Thousand Dollars ($30,000) (the "Grant").
Section 4.2. Payment of the Grant. The Grant shall be payable as follows:
a. The Grant shall be funded solely and only from available Program funds;
b. The Grant shall be disbursed in Ten Thousand Dollar ($10,000) installments
following: (i) Developer's submission of documentation of its eligible expenses, and the City's
review and verification of such expenses, (ii) Developer's completion of the Minimum
Improvements, per the terms of Section 2.2, and (iii) Developer's receipt of the certificate(s) of
occupancy for the units comprising the Minimum Improvements;
c. The Grant funds shall be disbursed directly to the Grant Recipient, per the terms of
Developer's assignment in Article V.
ARTICLE V. EVENTS OF DEFAULT; REMEDIES.
Section 5.1. Events of Default Defined. Failure by Developer to substantially observe
or perform any covenant, condition, obligation, or agreement on its part to be observed or
performed under this Agreement shall be an "Event of Default."
Section 5.2. Remedies on Default by Developer. Whenever any Event of Default occurs
and is continuing, the 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 Grant Recipient of the Event of Default,
but only if the Event of Default has not been cured within thirty (30) days following such notice,
or if the Event of Default cannot be cured within thirty (30) days and Developer does not provide
assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter:
a. City may suspend its performance under this Agreement, including suspension of
the payment of any installment of the Grant to the Grant Recipient, 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;
b. City may terminate this Agreement; or
c. City may take any action, including legal, equitable, or administrative action, which
may appear necessary or desirable to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
Section 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.
Section 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.
ARTICLE VI. MISCELLANEOUS.
Section 6.1. Conflict of Interest. Developer represents and warrants that, to its best
knowledge and belief after due inquiry, no officer or employee of the City, or its designees or
agents, nor any consultant or member of the governing body of the City, and no other public
official of the City who exercises or has exercised any functions or responsibilities with respect to
the Project during his or her tenure, or who is in a position to participate in a decision-making
process or gain insider information with regard to the Project, has had or shall have any interest,
direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to
be performed in connection with the Project, or in any activity, or benefit therefrom, which is part
of the Project at any time during or after such person's tenure.
Section 6.2. Grants, Notices, and Demands. A Grant payment, notice, demand, or other
communication under this Agreement by any party to the other shall be sufficiently given or
delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt
requested, or delivered personally, and
a. In the case of the Developer, is addressed or delivered personally to Marquette Hall,
LLC, at 6800 W 64th Street, Suite 101, Overland Park, KS, 66202; Attn: Thomas
L. Anderson; and
b. In the case of the Grant Recipient, is addressed or delivered personally to
Preserving US, Inc., at 3965 W. 83rd Street, Suite 273, Prairie Village, KS, 66207;
Attn: Angela M. Morehead; and
c. In the case of the City, is addressed to or delivered personally to the City of
Dubuque at City Hall, 50 W. 13th Street, Dubuque, IA 52001; Attn: City Manager
and City Attorney.
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or to such other designated individual or officer or to such other address as any party shall have
furnished to the other in writing in accordance herewith.
Section 6.3. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 6.4. Definitions. All capitalized terms used herein shall have the meaning
defined herein, unless a different meaning clearly appears from the context.
Section 6.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.6. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Iowa.
Section 6.7. Amendment. This Agreement may not be amended except by a subsequent
writing signed by all parties hereto.
Section 6.8. Successors and Assigns. This Agreement is intended to and shall inure to
the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Section 6.9. Termination Date. This Agreement shall terminate and be of no further
force or effect on and after December 31, 2019 (the "Termination Date"), unless the Agreement is
terminated earlier by the other terms of this Agreement.
Section 6.10. No Third -Party Beneficiaries. No rights or privileges of either party hereto
shall inure to the benefit of any landowner, tenant, contractor, subcontractor, material supplier, or
any other person or entity, and no such landowner, tenant, contractor, subcontractor, material
supplier, or any other person or entity shall be deemed to be a third -party beneficiary of any of the
provisions contained in this Agreement.
Section 6.11. Indemnification. The Developer and Grant Recipient hereby indemnify and
agree to defend and hold harmless the City against any claims made by the Developer, Grant
Recipient, or any third party relating to or arising out of this Agreement, including costs, expenses,
or attorneys' fees.
Section 6.12. No Assignment; Non -Transferability. Following the execution of this
Agreement and until the Termination Date:
a. The Developer represents and agrees that it will not transfer, convey or make any
assignment of any of its rights or interests in the Development Property, Minimum Improvements,
or this Agreement to any other party unless: (i) the transferee partnership, corporation, or
individual assumes in writing all of the obligations of the Developer under this Agreement, and
(ii) the City consents thereto in writing in advance thereof; and
6
b. The Grant Recipient represents and agrees that it will not assign its rights or
interests in this Agreement, including the Grant, to any other party unless the City consents thereto
in writing in advance thereof.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk,
and the Developer and Grant Recipient, respectively, have caused this Agreement to be duly
executed in their names and behalf by their duly authorized representatives all on or as of the day
first above written.
[Remainder of page intentionally left blank; signature pages follow]
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(CT„TY;s AL)
ATTEST:
By:
CITY OF DUBUQUE, IOWA
By:
K: in S. Firnstahl, City Clerk
STATE OF IOWA
) SS
COUNTY OF DUBUQUE )
Roy
Buol, Mayor
On this 18th day of June 2018, before me the undersigned, a Notary
Public in and for said 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 acknowl dged the execution of said instrument
to be the voluntary act and deed of said City, by it and by gym vol 4tarly a e'd.''
Notary Public i d for the State of Iowa
[Signature page to Amended & Restated Grant Agreement for the
Downtown Rehabilitation Grant Program — City of Dubuque]
.PAMELA J. McCARRON
Commission Numb�� r��7�-72419,
My Comm, Exp. ''
MARQUETTE HALL, LLC,
a Kam as '.i liability company
B
SS
Thomas L. Anderson, Authorized Agent
On this rday of -1.i kir. 2018, before me the undersigned, a Notary
Public in and for said State, personally appeared Thomas L. Anderson, to me personally known,
who, being by me duly sworn, did say that he is the Authorized Agent of Marquette Hall, LLC, a
Kansas limited liability company, executing the instrument to which this is attached; and that said
instrument was signed on behalf of said company; and that said Thomas L. Anderson
acknowledged the execution of said instrument to be the voluntary act and deed of said company,
by it voluntarily executed.
2
Notary Public in and for said State
[Signature page to Amended & Restated Grant Agreement for the
Downtown Rehabilitation Grant Program — Marquette Hall, LLCJ
VALERIA A. PRICE
Notary Public, State of Kansas
No. 1128975
Qualified in Johnson County
Commission Expires 10/17/2020
9
PRESERVING US, INC.,
a Delaware not-for-profit corporation
By:
g
i . Morehe d, Boa Chairman
SS
On this / day of 20/ before me the undersigned, a Notary
Public in and for the said County and State, personally appeared Angela M. Morehead, to me
personally known, who, being by me duly sworn, did say that she is the Board Chairman of
Preserving US, Inc., a Delaware not-for-profit corporation, executing the instrument to which this
is attached; and that said instrument was signed on behalf of said corporation; and that said Angela
M. Morehead acknowledged the execution of said instrument to be the voluntary act and deed of
said corporation, by it voluntarily executed.
01484941-2\10422-194
otary Public in and for the State ofir?1/-ls-
[Signature page to Amended & Restated Grant Agreement for the
Program — Preserving US, Inc.]
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VALERIAA. PRICE
Notary Public, State of Kansas
No. 1128975
(heeled in Johnson County
Commission Expires 10/17/2020