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Marquette Hall, LLC - Development Agreement for 2222 Queen Street_Initiate Copyrighted May 6, 2019 City of Dubuque Items to be set for Public Hearing # 3. ITEM TITLE: Marquette Hall, LLC - DevelopmentAgreementfor2222 Queen Street SUM MARY: City Manager recommending that the City Council set a public hearing for May 20, 2019 on a proposed Development Agreement between the City of Dubuque and Marquette Hall, LLC providing for the Issuance of Urban Renewal Tax I ncrement Revenue Grant Obligations for the redevelopment of the former Sacred Heart parish school located at 2222 Queen Street. RESOLUTION Fixing the date for a public hearing of the City Council of the City of Dubuque, lowa on the proposed DevelopmentAgreementwith Marquette Hall, LLC, including the issuance of Urban Renewal Tax I ncrement Revenue Obligations and providing for the publication of notice thereof SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s), Set public hearing for May 20, 2019 ATTACHMENTS: Description Type Marquette Hall DevelopmentAgreement-MVM Memo City Manager Memo Staff Memo Staff Memo De�lopmentAgreement Supporting Documentation Notice of Hearing Supporting Documentation Resolution Setting Public Hearing Resolutions THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► 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: Resolution Setting a Public Hearing on a Proposed Development Agreement between the City of Dubuque and Marquette Hall, LLC providing for the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the Development Agreement DATE: April 30, 2019 Economic Development Director Jill Connors recommends the City Council set a public hearing for May 20, 2019 on a proposed Development Agreement between the City of Dubuque and Marquette Hall, LLC providing for the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations for the redevelopment of the former Sacred Heart parish school located at 2222 Queen Street. In support of Cohen-Esrey's tax credit application to the lowa Finance Authority, the City had committed to creating an urban revitalization district around the property in order to provide needed City support in the application. However, the urban revitalization district was not created. The lowa Finance Authority has agreed to accept an equivalent amount of support from the City in the form of tax increment financing (TIF) rebates. The proposed Development Agreement provides for several incentives to encourage the $6 million redevelopment of the property. The key elements are as follows: 1 . Fa�ade, Planning & Design, and Financial Consultant grants totaling up to a maximum of$35,000; 2. $30,000 through the Downtown Housing Creation Grant Program; 3. Up to 10 years of Tax Increment Finance rebates of property tax increases in an amount not to exceed $179,830.00. Additional terms and conditions of the disposition of the property are included within the Development Agreement. 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 Jill M. Connors, Economic Development Director 2 Dubuque Economic Development Department THE CITY OF .� 5o West 13�^Street AIFMersality Dubuque,lowa 52001-4864 D� L E � � ��� � � Office(563)589-4393 TTY(563)690-6678 http://www.cityofd u buq ue.org 2007•2012 Masterpiece on the Mississippi �,3.Zo„ TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Resolution Setting a Public Hearing on a Proposed Development Agreement between the City of Dubuque and Marquette Hall, LLC providing for the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the Development Agreement DATE: April 19, 2019 INTRODUCTION This memorandum is a request for the City Council to adopt the attached resolution setting a public hearing for May 20, 2019 on a proposed Development Agreement between the City of Dubuque and Marquette Hall, LLC providing for the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations. BACKGROUND The old school building from Sacred Heart parish, located at 2222 Queen Street, has sat vacant for a number of years. Cohen-Esrey Development Group, has purchased the building with its subsidiary Marquette Hall, LLC in order to create 28 senior apartments, 3 of which will be market rate. DISCUSSION Cohen-Esrey applied to the lowa Finance Authority (IFA) in 2017 for Low Income Housing Tax Credits. At that time, the Economic Development Department committed up to $35,000 in downtown rehabilitation grants to this project for the improvement of the exterior and up to $30,000 for the creation of the 3 market rate units. These commitments were made possible through the Economic Development DepartmenYs downtown rehabilitation grant programs. Cohen-Esrey has received the Low Income Housing Tax Credits, now allowing them to proceed with the project. In support of Cohen-Esrey's tax credit application to IFA, the City had committed to creating an urban revitalization district around the property in order to provide needed City support in the application. However, the urban revitalization district was not created. IFA has agreed to accept an equivalent amount of support from the City in the form of tax increment financing (TIF) rebates. The proposed Development Agreement provides for several incentives to encourage the $6 million redevelopment of the property. The key elements are as follows: 1 . Fa�ade, Planning & Design, and Financial Consultant grants totaling up to a maximum of$35,000; 2. $30,000 through the Downtown Housing Creation Grant Program; 3. Up to 10 years of Tax Increment Finance (TIF) rebates of property tax increases in an amount not to exceed $179,830.00. Additional terms and conditions of the disposition of the property are included within the attached Development Agreement. RECOMMENDATION/ ACTION STEP Based on the critical need for downtown housing and the City's goal to assist in redeveloping the downtown Washington Neighborhood area, I recommend the City Council adopts the attached resolution to set a public hearing on the attached Development Agreement with Marquette Hall, LLC. Prepared by/Return to: Jill Connors, Economic Development. 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 163-19 FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE PROPOSED DEVELOPMENT AGREEMENT WITH MARQUETTE HALL, LLC, INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF WHEREAS, City and Marquette Hall, LLC have entered into a Development Agreement for the rehabilitation of property located at 2222 Queen Street, subject to the approval of the City Council, a copy of which is now on file at the Office of the City Clerk, City Hall, 50 W. 13th Street, Dubuque, Iowa; and WHEREAS, the City Council has tentatively determined that it would be in the best interests of the City to approve the Development Agreement with Marquette Hall, LLC; and WHEREAS, it is deemed necessary and advisable that City should authorize Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of Iowa, and to enter into the Development Agreement relating thereto for the purpose of carrying out the rehabilitation of property located at 2222 Queen Street as hereinafter described; and WHEREAS, before said obligations may be approved, Chapter 403 of the Code of Iowa requires that the City Clerk publish a notice of the proposal and of the time and place of the meeting at which the City Council proposes to take action thereon and at which meeting the City Council shall receive oral and/or written objections from any resident or property owner of said City to such proposed action. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City Clerk is hereby authorized and directed to cause a notice to be published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's intent to authorize Urban Renewal Tax Increment Revenue obligations, to be held on the 20th day of May 2019, at 6:00 o'clock p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa. Section 2. The City Council will meet at said time and place for the purpose of taking action on the matter of approving the Development Agreement with Marquette Hall, LLC, including authorizing Urban Renewal Tax Increment Revenue obligations the proceeds of which obligations will be used to carry out certain of the special financing activities described in the Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District, consisting of the funding of economic developments grants to Marquette Hall, LLC pursuant to the Development Agreement. The aggregate amount of the Tax Increment Revenue obligations to be issued will not exceed $179,830. Section 3. The Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four days nor more than twenty days before the date of said meeting on the issuance of said obligations. Section 4. That the notice of the proposed action to issue said obligations shall be in substantially the form attached hereto. Passed, approved and adopted this 6th day of May, 2019. Attest: Kevin/S. Firnstahl, City Clerk (Roy D. Buol, Mayor DEVELOPMENT AGREEMENT : BY AND BETWEEN THE CITY OF DUBUQUE, IOWA, AND MARQUETTE HALL, LLC THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes the day of , 2019 is made and entered into by and between the City of Dubuque, lowa (City) and Marquette Hall, LLC (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): LOTS 31 TO 34 INCL SANFORD SUB IN THE CITY OF DUBUQUE (locally known as 2222 Queen Street) and WHEREAS, the Property is located in the Greater powntown Urban Renewal District (the District) which has been so designated by City Council Resolution -19 as a slum and blighted area (the Project Area) defined by lowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer will undertake the redevelopment of a vacant building located on the Property and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make a capital investment in building improvements, equipment, furniture and fixtures in the Property (Project); and WHEREAS, the Property is historically significant and it is in the City's best interest to preserve the Property; and WHEREAS, pursuant to lowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on , City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Development Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: 041919ba1 SECTION 1. REPRESENTATIONS AND WARRANTIES 1.1 Representations and Warranties of City. In order to induce Developer to enter into this Agreement, City hereby represents and warrants to Dev�loper that to the best of City's knowledge: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit A. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re-align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. 2 (8) As of the date of this Agreement there has been prepared and approved by City an Urban Renewal Pian for the Project Area consisting of the Urban Renewal Plan for the Greater powntown Urban Renewal Plan, most recently approved by City Council of City on , and as subsequently amended through and including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in the form attached hereto, in on file records in the office of the City Clerk and has been recorded among the land records of the Dubuque County Recorder. 1.2 Representations and Warranties of Developer. The Developer makes the following representations and warranties: (1) Developer is a Kansas limited liability company duly organized and validly existing under the laws of the State of Kansas and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. Developer's counsel shall issue a letter to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, 3 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 permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the requirements of this Agreement and shall provide evidence thereof to City prior to the Closing Date. 1.3 Closinq. The closing shall take place on the Closing Date which shall be the 15tn day of April, 2019, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 15t" day of May, 2019. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing shall have been satisfied or waived. 1.4 Conditions to Closinq. The closing of the transaction contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: (1) The representations and warranties made by City in Section 1.1 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to complete the Minimum Improvements (as defined herein) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of Developer's financial ability as the reasonable judgment of the City requires. (5) Developer's counsel shall issue a letter to the City confirming the representations contained herein in the form attached hereto as Exhibit B. 4 1.5 Cit '�Obligations at Closinq. At or prior to the Closing Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. SECTION 2. DEVELOPMENT ACTIVITIES 2.1 Required Minimum Improvements. Developer will make a capital investment of approximately Six Million Dollars ($6,000,000.00) to improve the Property (the Minimum Improvements). The Minimum Improvements shall consist of the creation of twenty-eight (28) housing units (the Units). 2.2 The Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. However, if the Project is not awarded Historic Tax Credits by December 31, 2019, the U.S. Secretary of the Interior's Standards for Rehabilitation will be interpreted by City, in its sole discretion, to apply only to the Exterior Improvements. 2.3 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded in the records of Dubuque County, lowa. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the improvements to be constructed by Developer on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.4 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced within thirty (30) days after the Closing Date and shall be substantially completed by August 31, 2019. The time frames for the perFormance of these obligations shall be suspended due to unavoidable delays meaning delays, outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in extraordinary delays. The time for perFormance of such obligations shall be extended only for the period of such delay. 2.5 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying in the form attached as Exhibit F. Such certification (the Certificate of Completion) shall be in recordable form and shall be a conclusive 5 determination of the satisfaction and termination of the agreements and covenants in this Agreement. SECTION 3. CITY PARTICIPATION 3.1 This section intentionally left blank. 3.2 Economic Development Grants to Developer. For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make twenty (20) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to Developer, as follows: November 1, 2021 May 1, 2022 November 1, 2022 May 1, 2023 November 1, 2023 May 1, 2024 November 1, 2024 May 1, 2025 November 1, 2025 May 1, 2026 November 1, 2026 May 1, 2027 November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 pursuant to lowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the actual amount of tax increment revenues collected by City under lowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under lowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six-month period in respect of the Property and Minimum � Improvements constructed by Developer (the Developer Tax Increments). However, at such time as the Economic Development Grants paid to Developer equal $179,830.00, Developer shall not be entitled to any additional Economic Development Grants and City shall have no further obligation to pay Economic Development Grants to Developer. For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Developer Tax Increments shall be only those tax increment revenues collected by City in respect of the increase in the assessed value of the Property above the assessment of January 1, 2018 ($258,900.00). Developer recognizes and agrees that the Economic Development Grants shall be paid solely and only from the incremental taxes collected by City in respect to the Property and Minimum Improvements, which does not include property taxes collected for the payment of bonds and interest of each taxing district, and taxes for the regular and voter-approved physical plant and equipment levy, instructional support levy, and any other portion required to be excluded by lowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. 6 3.3 To fund the Economic Development Grants, City shall certify to the County prior to December 1, 2020, its request for the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year and each year thereafter until and including January 1, 2029, subject to the limitation that at such time as the Economic Development Grants paid to Developer equal $179,830.00, Developer shall not be entitled to any additional Economic Development Grants and City shall have no further obligation to pay Economic Development Grants to Developer, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to the Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December, 2020, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2021, and May 1, 2022.) 3.4 The Economic Development 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 Marquette Hall 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 Marquette Hall TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.2 hereof. The Economic Development Grants shall not be payable in any manner by other tax increments revenues, or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the Marquette Hall TIF Account (regardless of the amounts thereo� to the payment of the Economic Development Grants to Developer as and to the extent described in this Section. 3.5 City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area 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 annual Economic Development Grants under Section 3.2 hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. (1) Non-appropriation/Limited Source of Funding. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any installment of the Economic Development 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 3.5(1). City may exercise its right of non-appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non-appropriation shall be exercised only by resolution 7 affirmatively declaring City's election to non-appropriate funds otherwise required to be paid to Developer in the next fiscal year under this Agreement. Such resolution shall be considered for adoption by the City Council at a public hearing . held on or before December 1 st of any year and notice of such hearing shall be given to Developer at least 30 days prior to the hearing. The resolution shall be approved by not less than a majority of the total number of inembers to which the City Council is entitled. Developer and all other persons having an interest in the matter shall be given an opportunity to be heard at such hearing and prior to the adoption of such resolution. (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 installments on the Economic Development Grant due and payable in that fiscal year, then: i) City shall have no further obligation to Developer for the payment of all installments 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 installment of the Economic Development 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 allocated to the special fund pursuant to lowa Code §403.19(2). (c) The right of non-appropriation reserved to City in this Section 3.5(1) is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to pay future installments on the Economic Development Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this � Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement : of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the , foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. 3.6 Downtown Housinq Incentive. i (1) City agrees to provide to Developer, on the terms and conditions set forth herein, a grant in the amount of Thirty Thousand Dollars ($30,000.00) (the Grant) 8 which shall be funded solely and only from available Downtown Incentive Program funds. (2) Grant funds will be disbursed to Developer after City issuance of a Certificate of Occupancy for the Project. The Grant shall be paid in Ten Thousand Dollar ($10,000.00) payments for each market rate apartment that receives a Certificate of Occupancy up to a maximum of three (3) market rate apartments. Prior to the disbursement of any funds, Developer shall provide evidence satisfactory to City that the Minimum Improvements have been completed in accordance with the plans and other documentation submitted to City with the application. 3.7 Planninq and Desiqn Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Developer for documented predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Property on the terms and conditions set forth in Exhibit G. Prior to the release of any grant funds, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.8 Fa�ade 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 farade renovations to the Property to eliminate inappropriate additions or alterations and to restore the fa�ade to its historic appearance, or to rehabilitate the fa�ade to include new windows, paint, signage, awnings, etc., to improve the overall appearance of the Property, and the costs of landscaping or screening with fencing or retaining walls if such landscaping or screening improves the Property adjacent to the public right-of-way, on the terms and conditions set forth in Exhibit H. 3.9 Financial Consultant Grant. City agrees to provide a matching (1:1) grant not to exceed Fifteen Thousand Dollars ($15,000) to reimburse Developer for documented costs related to hiring a financial consultant to evaluate the Project's feasibility on the terms and conditions set forth in Exhibit I. Such funds will be disbursed only on completion of the Minimum Improvements, documentation of costs and an inspection of the completed Project. 3.10. Written requests for payment of grant funds must be submitted to the Economic Development Department together with all required documentation. SECTION 4. COVENANTS OF DEVELOPER 4.1 Subject to Sec. 2.2, the Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. 4.2 This section intentionally left blank. 9 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 Propert T�es. Developer shall pay o'r 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 that Developer shall not, without City's consent which shall not be unreasonably withheld, apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under lowa Code Chapters 404 and 427, as amended. 4.6 Insurance Requirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the building (including Minimum Improvements) replacement value when construction is completed, naming City as an additional insured and loss payee. Coverage shall include the "special perils" form and developer shall furnish City with proof of insurance in the form of a certificate of insurance. (2) Upon completion of construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense property insurance against loss and/or damage to the building (including the Minimum Improvements) under an insurance policy written with the "special perils" form and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements), naming City as loss payee. Developer shall furnish to City proof of insurance in the form of a certificate of insurance. (3) The term "replacement value" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. 10 (4) Developer shall notify City immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 4.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 4.8 Non-Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability. 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. During the Term of this Agreement, this Agreement may not be assigned by Developer nor may any portion of the Property be sold or otherwise transferred by Developer without the prior written consent of City in City's sole discretion. City has no obligation to consent to any assignment or sale, however City's consent shall not be unreasonably withheld. 4.11 No change in Tax Classification. Developer agrees that it will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes 11 to become other than residential property and to be taxed as such under lowa law. 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 a residential housing condominium association, 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 in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. 12 (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. 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 Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) Developer shall repay to City the amount of the Downtown Rehab Loan/Grant, and the Downtown Housing Incentive and Economic Development Grant and shall reimburse City for any costs incurred by City in making such grants, and City may take any action, including any legal action it deems necessary, to recover such amounts from the Developer. (4) City may withhold the Certificate of Completion; or (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce perFormance and observance of any obligation, agreement, or covenant under this Agreement. 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. 13 5.5 Aqreement 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 bv 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. 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: Marquette Hall, LLC Thomas Anderson, Authorized Agent Marquette Hall, LLC 6800 W. 64th Street, Suite 101 Overland Park, KS 66202 With copy to: James Neeld Sanberg Pheonix & VanGontard, P.C. 4600 Mad ison Ave, Ste. 1250 Kansas City, MO 64112 If to City: City Manager 50 W. 13th Street Dubuque, lowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: City Attorney City Hall 50 W. 13t" Street Dubuque IA 52001 14 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 Bindinq 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 June 1, 2031 (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. 6.5 Memorandum of Development Aqreement. 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, lowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF DUBUQUE, IOWA MARQUETT. ALL, LLC � 0 By B Roy D. Buol, Mayor T � Anderson, Authorized Agent Attest: Kevin S. Firnstahl City Clerk 15 (City Seal) 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, lowa, 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, lowa, 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 � ) -�-- ) SS COUNTY OF� � ) �h On this �,q day of . ri � 20�, before me the undersigned, a Notary Public in and for the State of � � , personally appeared Thomas Anderson, to me personally known, who, being by me duly sworn, did say that he is the Authorized Agent of Marquette Hall, LLC, the Kansas limited liability company executing the instrument to which this is attached and that as said Authorized Agent of Marquette Hall, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said com ny, by it and by him individual, voluntarily executed. a ( Notary Public ` NOTARY PU�LiC-State of K�nsaS ���.•��€�1�1 A PRICE �y r,��t.�xp. 1�0•��-� 16 LIST OF EXHIBITS EXH I BIT A— City Attorney Certificate � EXHIBIT B —Letter from Developer Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement EXHIBIT E — Urban Renewal Plan EXHIBIT F — Certificate of Completion EXHIBIT G — Planning and Design Grant Program EXHIBIT H — Fa�ade Grant Program EXHIBIT I — Financial Consultant Grant Program 17 EXHIBIT A CITY ATTORNEY'S CERTIFICATE 18 �ubu�u� Barry A.Lindahl,Esq. �'H��ITY OF � Senior Counsel �'1��6�1 '�:th4.���Il:r�:sk. � Suite 330,Harbor View Place � � r r 300 Main Street � �� Dubuque,Iowa 52001-6944 (563)583-4113 office . t 7�,�� . , � 2�Q7•20�2 (563)583-1040 fax �G�S���`�`1��C�C�� tCtL lY1�SS15S1�1�� 2o13�z�17 balesc�(a�,cityofdubuque.org Office Hours: 8:00 AM—5:00 PM,T-W-Th 8:00 AM—12:00 PM,F (DATE) RE: Dear � I have acted as counsel for the City of Dubuque, lowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, lowa (City) dated for reference purposes the day of , 20_. The City has duly obtained all necessary approvals and consents for its execution, delivery and perFormance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20_, are correct. Very sincerely, Barry A. Lindahl, Esq. Senior Counsel BAL:tIs 19 EXHIBIT B LETTER FROM DEVELOPER'S COUNSEL 20 Mayor and City Councilmembers � City Hall � 13t" and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, lowa and Marquette Hall, LLC : Dear Mayor and City Councilmembers: We have acted as counsel for Marquette Hall, LLC, (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, lowa ("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 statements set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, to our knowledge as of the date of this letter: 1. Developer is a limited liability company organized and existing under the laws of the State of Kansas and has full power and authority to execute, deliver and perForm in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and perFormance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the articles of incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer's ability to perForm Developer's obligations thereunder. Very truly yours, 21 EXHIBIT C CITY CERTIFICATE , 22 au�u��� T�E��'� �F � City Manager's Office All•1111EP(C�Cftr City Hall ���:U rni:�t�ir 50 West 13�1 Street , r Dubuque,Iowa 52001-4864 I I 563 589-4110 office + � ) (563)589-4149 fax ���'��1� ctymgr�cityofdubuque.org �C�S�'�fi"�1�GE,' f.7� �"�l� .�1SS1�S��'J�1� �c��3•20�� (DATE) Dear � I am the City Manager of the City of Dubuque, lowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, lowa (City) dated for reference purposes the day of , 20_. On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perForm its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit B. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could 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 23 this Agreement. (6) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re-align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. Sincerely, Michael C. Van Milligen City Manager MCVM:jh 24 EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 25 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, lowa, an lowa Municipal Corporation, of Dubuque, lowa, and Marquette Hall, LLC was made regarding the following described premises: LOTS 31 TO 34 INCL SANFORD SUB in the City of Dubuque (locally known as 2222 Queen Street) The Development Agreement is dated for reference purposes the day of , 2019, 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, togetherwith 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 , 2019. CITY OF DUBUQUE, IOWA MARQUETTE HALL, LLC By By Roy D. Buol Thomas Anderson Mayor Authorized Agent 26 Attest: Kevin S. Firnstahl City Clerk STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) On this _day of , 20 , before me, a Notary Public in and for the State of lowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of lowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of lowa STATE OF ) ) SS COUNTY OF ) On this day of 20 , before me the undersigned, a Notary Public in and for the State of , personally appeared Thomas Anderson, to me personally known, who, being by me duly sworn, did say that he is the Authorized Agent of Marquette Hall, LLC, the Kansas limited liability company executing the instrument to which this is attached and that as said Authorized Agent of Marquette Hall, LLC acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public, State of 27 EXHIBIT E URBAN RENEWAL PLAN On file at the Office of the City Clerk, City Hall, 50 West 13t" Street, Dubuque, lowa 2s EXHIBIT F CERTIFICATE OF COMPLETION 29 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, lowa, a municipal corporation (the "Grantor"), has granted incentives to Marquette Hall, LLC (the "Grantee"), in accordance with a Development Agreement dated as of [Date] (the "Agreement"), certain real property located within the Greater powntown Urban Renewal District of the Grantor and as more particularly described as follows: LOTS 31 TO 34 INCL SANFORD SUB IN THE CITY OF DUBUQUE (locally known as 2222 Queen Street) (the "Development Property"); and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the rehabilitation of the Development Property, and obligated the Grantee to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, the Grantee has to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; and NOW, THEREFORE, pursuant to Section 2.5 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Grantee, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and perFormed by the Grantee to the satisfaction of the Grantor and such covenants and conditions are hereby satisfied. The County Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfaction of the covenants and conditions as set forth in said Agreement, and that the Agreement shall otherwise remain in full force and effect. (SEAL) CITY OF DUBUQUE, IOWA By: Mike Van Milligen, City Manager STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) 30 On this day of , 2019, before me, the undersigned, a Notary Public in and for the State of lowa, personally appeared and acknowledged said execution of the instrument to be his/her voluntary act and deed. Notary Public in and for Dubuque County, lowa 31 EXHIBIT G PLANNING AND DESIGN GRANT PROGRAM 32 PLANNING & DESIGN GRANT INFORMATION This program provides grants in the Greater powntown 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. • Owner/developer fees are not permitted as reimbursable expenditures. • The grant shall not exceed ten percent(10%) of total project costs. • Grants will be disbursed upon completion of the project at a rate of $0.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department and/or the Historical Preservation Commission is required for 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 33 EXHIBIT H FA�ADE GRANT PROGRAM 34 FA�ADE GRANT INFORMATION This program provides grants in the Greater powntown Urban Renewal District for front or rear fa�ade renovation to restore the fa�ade 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 $10,000 grant.) Grant Specific Conditions: • Reimbursement is for labor and material costs associated with fa�ade improvements, including but not limited to, rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right-of-way. • In order to receive reimbursement for repointing, a mortar analysis sample may be requested for each fa�ade that will be repointed. The applicant must adhere to the results of that analysis in their rehabilitation work as part of their approved project plan. The City may request verification that the new mortar matches the results of the mortar analysis. • Language from the National Park Service Technical Preservation Services Briefs may be attached as a condition for a building permit if the applicant chooses to perform repointing on the project. • Reimbursable expenditures must be documented. • Grants will be disbursed upon completion of work at a rate of$.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. 35 EXHIBIT I FINANCIAL CONSULTANT GRANT PROGRAM 36 FINANCIAL CONSULTANT GRANT INFORMATION This program provides grants in the Greater powntown 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. 37 NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE MATTER OF THE PROPOSED DEVELOPMENT AGREEMENT WITH MARQUETTE HALL, LLC, INCLUDING TE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, lowa, will hold a public hearing on the 20�h day of May, 2019, at 6:00 p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, lowa, at which meeting the City Council proposes to take action on the approval of Development Agreement with Marquette Hall, LLC for the purpose of carrying out the rehabilitation of property located at 2222 Queen Street, including the issuance of economic development grants (Urban Renewal Tax Increment Revenue Grant Obligations) described therein in order to carry out the purposes and objectives of the Urban Renewal Plan for the Greater powntown Urban Renewal District under the terms and conditions of the Development Agreement and the Urban Renewal Plan for the Greater powntown Urban Renewal District. The aggregate amount of the Urban Renewal Tax Increment Revenue Grant Obligations will not exceed $179,830. At the meeting, the City Council will receive oral and written objections from any resident or property owner of the City to the above action. After all objections have been received and considered, the City Council may at this meeting or at any adjournment thereof, approve the Development Agreement, and authorize such Tax Increment Revenue Grant Obligations or abandon the proposal. By order of the City Council the hearing and appeals therefrom shall be held in accordance with and governed by the provisions of Section 403.9 of the Code of lowa. This notice is given by order of the City Council of the City of Dubuque, lowa, as provided by Chapter 403 of the Code of lowa. Dated this 6�h day of May 2019. Kevin S. Firnstahl City Clerk of Dubuque, lowa