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3000 Jackson, LC / DBQ Brewing & Malting - First Amendment to Development Agreement_Hearing Copyrighted June 17, 2019 City of Dubuque Public Hearings # 3. ITEM TITLE: 3000 Jackson/Brewing & Malting - FirstAmendment to Development Agreement SUMMARY: Proof of publication on notice of public hearing to consider approval of the FirstAmendment to the Development Agreement between the City of Dubuque and 3000 Jackson, LC for a capital investment at 3000-3040 Jackson Street, including the issuance of Tax Increment Revenue Obligations; and the City Manager recommending approval. RESOLUTION Approving a FirstAmendment to Development Agreement by and between the City of Dubuque, lowa and 3000 Jackson, LC including the issuance of Urban Renewal Tax Increment Revenue Obligations SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type 3000 Jackson, LC FirstAmendmentto Development City Manager Memo Agreement-MVM Memo Staff Memo Staff Memo 1stAmendmentto DA Supporting Documentation Original DevelopmentAgreement Supporting Documentation Proof of Publication Supporting Documentation Resolution of Approval Resolutions THE CTTY OF Dubuque �" ui��eNe�ary DUB E 'il��i;' Masterpiece on the Mississippi Z°°' Z°'Z 2013 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Approving a First Amendment to Development Agreement between the City of Dubuque and 3000 Jackson, LC to Redevelop Property at 3000-3040 Jackson Street, Including the Issuance of Tax Increment Revenue Obligations DATE: June 12, 2019 Economic Development Director Jill Connors is recommending approval of the First Amendment to Development Agreement between the City and 3000 Jackson, LC for $30 million in improvements at 3000-3040 Jackson Street, including the issuance of tax increment revenue obligations. Upon the recommendation of the Historic Preservation Commission, the City Council established a Conservation District for the H&W property at 30th and Jackson Streets on November 21 , 2005, in order to prevent the demolition of the historic buildings on the property. A Conservation District is an area of the city composed of structures that have historical or architectural value. In a Conservation District, the City Building Official cannot issue demolition permits without the approval of the City Council. Several buildings on this former Brewing & Malting Company campus in the 3000 Block of Jackson Street have continued to fall into disrepair and have sat mostly vacant for a number of years. In 2016, discussions began between Steve Emerson of 3000 Jackson, LC and City Economic Development staff. A Letter of Intent (LOI) was signed November 30, 2016 which contemplated $35,000 in Downtown Rehabilitation Grants, up to $500,000 in assistance for 50% of deconstruction costs, and 10 years of Tax Increment Financing Rebates from the City. In mid-2017, the Mr. Emerson purchased the properties at 3000 and 3040 Jackson Street with the intention to create a mixed-use development. The Developer has worked with multiple City departments to ensure the plans are in compliance with all zoning and other regulations. The Developer also began needed deconstruction work on a part of the building that had collapsed due to the buildings' poor condition. The City supported this work with a $500,000 short term loan which is backed by a letter of credit and will be repaid through tax increment financing rebates. On June 4, 2018, the City Council approved a development agreement with the Developer to create at least 110 apartments between the two buildings by August 2020. The development would also include retail/commercial space that would serve both the buildings' tenants and the neighborhood. Due to the complex nature of the project, the Developer is working to fill a financial gap in project funding in excess of$3 million. This has caused a delay in project commencement. Additional sources of funds being investigated include Low Income Housing Tax Credits (LIHTC), New Markets Tax Credits, and Opportunity Zone investment. The Developer has also requested increasing the number of tax increment financing rebates to the project from 10 years to 15 years, which has an estimated additional $858,000 value to the project and is consistent with some of the Historic Millwork District projects. The original development agreement restricted the use of Low Income Housing Tax Credits. The First Amendment to the Development Agreement removes the restriction and allows the use of Low Income Housing Tax Credits (LIHTC). This amendment allows the use of Low Income Housing Tax Credits, which if used, would cover some of the current deficit. In addition, in response to comments from the City Council, the development team has revisited the interior design of the building. The Developer is now proposing reducing the number of efficiency units and adding more 2-bedroom units. Use of the LIHTC program would also require larger unit footprints. The Developer anticipates still having a minimum of 75 residential units on the property. The proposed First Amendment would decrease the amount of required parking in function with the reduced number of residential units, which would have the benefit of allowing for more landscaping. I concur with the recommendation and respectfully request Mayor and City Council approval. 1r�.�%Cf'�+wl �W+r ��-��. 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: Approving A First Amendment to Development Agreement between the City of Dubuque and 3000 Jackson, LC to Redevelop Property at 3000-3040 Jackson Street, including the Issuance of Tax Increment Revenue Obligations DATE: June 10, 2019 INTRODUCTION This memorandum presents for City Council consideration and action the attached resolution approving the First Amendment to Development Agreement between the City and 3000 Jackson, LC for improvements at 3000-3040 Jackson Street, including the issuance of tax increment revenue obligations. BACKGROUND Upon the recommendation of the Historic Preservation Commission, the City Council established a Conservation District for the H&W property at 30th and Jackson Streets on November 21 , 2005 by Ordinance 63-05 in order to prevent the demolition of the historic buildings on the property. A Conservation District is an area of the city composed of structures that have historical or architectural value. In a Conservation District, the City Building Official cannot issue demolition permits without the approval of the City Council. Several buildings on this former Brewing & Malting Company campus in the 3000 Block of Jackson Street have continued to fall into disrepair and have sat mostly vacant for a number of years. In 2016, discussions began between Steve Emerson of 3000 Jackson, LC and City Economic Development staff. A Letter of Intent (LOI) was signed November 30, 2016 which contemplated $35,000 in Downtown Rehabilitation Grants, up to $500,000 in assistance for 50°k of deconstruction costs, and 10 years of Tax Increment Financing Rebates from the City. The developer returned an executed copy of the LOI December 9, 2016, indicating the desire to proceed with the negotiation of a Development Agreement. In mid-2017, the Mr. Emerson (Developer) purchased the properties at 3000 and 3040 Jackson Street with the intention to create a mixed-use development. The Developer has worked with multiple City departments to ensure the plans are in compliance with all zoning and other regulations. The Developer also began needed deconstruction work on a part of the building that had collapsed due to the buildings' poor condition. The City supported this work with a $500,000 short term loan which is backed by a letter of credit and will be repaid through tax increment financing rebates. DISCUSSION On June 4, 2018, the City Council signed Resolution 175-18 approving a development agreement with the Developer to create at least 110 apartments between the two buildings by August 2020. The development would also include retail/commercial space that would serve both the buildings' tenants and the neighborhood. Due to the complex nature of the project, the Developer is working to fill a financial gap in project funding in excess of$3 million. This has caused a delay in project commencement. Additional sources of funds being investigated include Low Income Housing Tax Credits (LIHTC), New Markets Tax Credits, and Opportunity Zone investment. The Developer has also requested, and I recommend, increasing the number of tax increment financing rebates to the project from 10 years to 15 years, which has an estimated additional $858,000 value to the project and is consistent with some of the Historic Millwork District projects The original Development Agreement prohibited the use of the Low Income Housing Tax Credit. The First Amendment to the Development Agreement does not prohibit the use of Low Income Housing Tax Credits (LIHTC), which will allow for the use of the City's Housing Creation Grant to fill part of the identified funding gap. While the original project discussions indicated the 4°k LIHTC program might be used, that may change to a 9°k LIHTC program. In addition, in response to comments from the City Council, the development team has revisited the interior design of the building. The Developer is now proposing reducing the number of efficiency units and adding more 2-bedroom units. Use of the LIHTC program would also require larger unit footprints. The Developer anticipates still having a minimum of 75 residential units on the property. The proposed First Amendment would decrease the amount of required parking in function with the reduced number of residential units, which would have the benefit of allowing for more landscaping. Following the Council's approval to set hearing on this matter, an additional section has been added to the First Amendment. Section 2.6 modifies the conditions concerning the irrevocable direct pay letter of credit to account for the extension of the project completion dates. RECOMMENDATION/ ACTION STEP Based on the City's goal to assist in redeveloping the downtown and North End areas, I recommend the City Council approve the First Amendment to Development Agreement for the $30 million capital investment at 3000-3040 Jackson Street, including the issuance of tax increment revenue obligations by adopting the attached Resolution. Prepared by/Return to: Barry A. Lindahl, Senior Counsel, Suite 330, 300 Main Street, Dubuque IA 52001, 563 583-4113 RESOLUTION NO. 237-19 APPROVING A FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 3000 JACKSON, LC, INCLUDING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS WHEREAS, the City Council, by Resolution No. 175-18, dated June 4, 2018, entered into a Development Agreement with 3000 Jackson, LC for the redevelopment of 3000-3040 Jackson Street in the City of Dubuque, Iowa (the Property); and WHEREAS, the City Council, by Resolution No. 208-19, dated June 3, 2019, declared its intent to enter into a First Amendment to Development Agreement with 3000 Jackson, LC; and WHEREAS, pursuant to published notice, a public hearing was held on the proposed First Amendment to Development Agreement on June 17, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa.; and WHEREAS, it is the determination of the City Council that approval of the First Amendment to Development Agreement, for redevelopment of the Property by 3000 Jackson, LC according to the terms and conditions set out in the Development Agreement, as amended, including the issuance of tax increment revenue obligations, is in the public interest of the City of Dubuque. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the First Amendment to Development Agreement by and between the City of Dubuque and 3000 Jackson, LC., a copy of which is attached hereto, including the issuance of urban renewal tax increment revenue obligations, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved and adopted this 17th day of June, 2019. Attest: eyi'n S. irnstahl, City Clerk q Roy D. Buol, Mayor FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 3000 JACKSON, LC This First Amendm nt to Development Agreement (Agreement) dated for reference purposes the J day of , 2019, is made and entered into by and between the City of Dubuque, I a (City) and 3000 Jackson, LC (Developer), and WHEREAS, City and Developer entered into an Agreement dated June 4, 2018; WHEREAS City and Developer desire to amend the Agreement. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN CITY AND DEVELOPER AS FOLLOWS: 1. Section 2.1 of the Agreement is hereby amended to read as follows: 2.1 Required Minimum Improvements, (1) Phase I Residential Units. Developer shall improve the Property by creating not fewer than Fifty (50) apartments during Phase I of the Project, as shown on attached Exhibit I. (2) Phase II Residential Units. Developer shall improve the Property by creating not fewer than Fifteen (15) apartments, as shown on attached Exhibit I. (3) Phase I Parking. Developer shall improve the Property by creating not fewer than One Hundred (100) off-street parking spaces for tenants of the building. (4) Phase II Parking. Developer shall improve the Property by creating not fewer than Twenty -Three (23) off-street parking spaces for tenants of the building. (5) Phase II Retail Space. Developer shall create not less than Seventeen Thousand Five Hundred (17,500) square feet of retail space. (6) The Residential Units, Parking, and the Retail Space are referred to collectively herein as the Minimum Improvements and shall be a capital investment of approximately Thirty Million Dollars ($30,000,000.00). 2. Section 2.3(1) and 2.3(2) of the Agreement are hereby amended to read as follows: 2.3 Timing of Minimum Improvements. (1) Developer hereby agrees that construction of the Phase I Minimum Improvements on the Property as described in Sections 2.1(1) and 2.1(3) shall commence by August 1, 2020, and shall be substantially completed by August 1, 2022. (2) Developer hereby agrees that construction of the Phase II Minimum Improvements on the Property as described in Sections 2.1(2), 2.1(4), and 2.1(5) shall commence by March 1, 2021, and shall be substantially completed by August 1, 2022. 3. Section 2.6 of the Agreement is hereby amended to read as follows: 2.6 Irrevocable Direct Pay Letter of Credit. Prior to the Project Commencement Date, Developer shall obtain and deliver to the City, an Irrevocable Direct Pay Letter of Credit (Letter of Credit) in the name of the City and in a form acceptable to the City that guarantees the faithful performance of this Agreement for, in the aggregate, the anticipated full value of the Deconstruction Grant. The Letter of Credit shall remain in effect until the City has issued a Certificate of Occupancy for the entirety of the Minimum Improvements. If the Letter of Credit obtained by Developer does not cover the entire time period required by this Section, then Developer shall annually renew the Letter of Credit on the same terms and conditions as originally accepted by the City, and subject to Sec. 3.3 at Developer's sole cost, and shall promptly deliver the renewed Letter of Credit to the City upon renewal. Such Letter of Credit shall be issued by a bank acceptable to the City and shall provide immediate recourse if Developer fails to construct the Minimum Improvements by the dates described in Section 2.3. Further, such failure shall constitute an Event of Default under Section 5.1 and the City may exercise all of its rights under Section 5.2. Furthermore, upon such failure, the City shall immediately pursue all necessary actions against the bank for the full value of the Deconstruction Grant, and Developer shall assist the City's efforts. The Letter of Credit shall be released when the City has issued a Certificate of Occupancy for the entirety of the Minimum Improvements. 4. Section 3.4 of the Agreement is hereby amended to read as follows: 3.4. Semi-annual Economic Development Grants. For, and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the District and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make up to thirty (30) consecutive semi-annual payments to the Developer over a period of fifteen (15) years, beginning in the first fiscal year in which Developer Tax Increment is received by the City, which payments shall be funded solely through Developer Tax Increment (such payments being referred to collectively as the Economic Development Grants), under the following terms and conditions. (1) The Economic Development Grants shall be paid on each November 1 or May 1 during the fifteen (15) year period of Economic Development Grants, provided the Developer remains in compliance with this Agreement and remains otherwise eligible at the time of payment of each Economic Development Grant. (2) Each Economic Development Grant shall be in an amount equal to 100% of the Developer Tax Increment actually collected by the City during the preceding six-month period. (3) Developer and City agree that the first Economic Development Grants paid to Developer shall be reduced by an amount equal to the actual sum of the Deconstruction Grant and Letter of Credit Release Grant, up to $540,000, and that the City shall receive the Developer Tax Increment that would otherwise fund the first Economic Development Grants until the City has received an amount equal to the Deconstruction Grant and the Letter of Credit Release Grant. 5. Section 6.3 of the Agreement is hereby amended to read as follows: 6.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on (i) June 1, 2039 or (ii) upon the full payment of the Transition and Stabilization Grant described in Section 3.8, whichever last occurs (the Termination Date). 6. All other terms of the Lease Agreement, as amended, shall remain in full force and effect. CITY OF DUB I ,QUE, IOWA 3000 JACKSON, LC Attest: Kevi S. Firnstahl City lerk 3 By Stephen Emerson, Member EXHIBIT I SITE PLAN 4 �, �' � �� '�� 3 fi �� -� � � g � � � �� . � � � n � ; � p W d J .:r...� �:�� . . 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'..,� NEW5711R5 iBEDICOOM� �� LOFT UNIT a:asa6F —1 ', � ',, 2BEDROOM� � � '' LOF7 UNI7 iawse� 0 � I O I ' � L_� e —� ` ' ; >� 0 , :rBEpROOM� . . LOFT UNIT �,AafF ; � EXISTIN6 . ELEY � ,, _J ',, �. � 1p ;� 16 ��...�� w � w�� ,:_._._., iBEDROOM ��i LOFTUNIT ��., � ��.iansr OPENTO BELOW 0 f BEDROON LOFf�.UN1T� usssc �f 0,, i � �l �� , 0 x BEDROOM LOFf UNIT �;mu ,.,�.m-.� � 17 i � ��:� x:,n s �¢�Wn.� ry . ��r UNFINISNED�# {} � r . '�,�w,..... s'd 18 � �� UNFINISNED> �� 5 19 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 3000 JACKSON, LC THIS DEVELOPMENT AGREEMENT (the Agreement) dated for reference purposes the � day of :,: , 2018 is made and entered into by and between the City of Du�, lowa ( ity), and 3000 Jackson, �C (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR P�ACE (3000 Jackson St) Phase IC LOT 2-1 LIEBE'S SUB #3 (3040 Jackson St) and WHEREAS, the Property is located in the Greater powntown Urban Renewal District (the District) which has been so designated by City Council Resolution 90-17 as a slum and blighted area defined by lowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer has undertaken the redevelopment of a vacant building located on the Property, will operate the same during the term of this Agreement, and will make an additional capital investment in building improvements, equipment, fumiture and fixtures in the Property (the Project); and WHEREAS, the Property is historically significant and it is in City's best interest to reasonably preserve the Property; and WHEREAS, pursuant to lowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the District adopted on May 18, 1967 and last amended on December 4, 2017, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. REPRESENTATIONS AND WARRANTIES. 0413186a1 1.1 Representations and Warranties of CitV. In order to induce Developer to enter into this Agreement, City hereby represents and warrants to Developer that to the best of City's knowledge�. (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations underthis Agreement. City's attomey shall issue a legal opinion to Developer on or before the Project Commencement Date confirming the representation contained herein, in the form attached hereto as Exhibit A. (2) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (3) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any govemmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of this Agreement or City's ability to perform its obligations under this Agreement. (4) The representations and warranties contained in this Section shall be correct in all respects on and as of the Project Commencement Date with the same force and effect as if such representations and warranties had been made on and as of the Project Commencement Date which representations and warranties shall continue until the Termination Date. 1 2 Representations and Warranties of Developec The Developer makes the following representations and warranties: (1) Developer is a limited liability company duly organized and validly existing under the laws of the State of lowa, and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting 2 creditors' rights generally. Developer's counsel shall issue a legal opinion to City; on or before the Project Commencement Date, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the organizational documents of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer or any member of Developer in any court or before any arbitrator or before or by any governmental body, including but not limited to tax proceedings, audits, or foreclosure proceedings. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer has firm commitments for construction financing and permanent financing forthe Project in an amount sufficient, togetherwith equity commitments, to successfully complete the requirements of this Agreement and shall provide evidence thereof to City prior to the Project Commencement Date. (8) No member of Developer owns or has an interest in any property in the city of Dubuque which is in violation of any provision of the City of Dubuque Code of Ordinances. 1.3 Proiect Commencement Date. All conditions to the Project described in Section 1 A shall be satisfied on the Project Commencement Date which shall be the 4'� day of September 2018, or such other date as the parties shall agree upon in writing but in no event shall the Project Commencement Date be later than the 28'" day of September 2018. 1.4 Conditions to Proiect. In addition to the other conditions described in Sections 2 and 3 hereof, all the obliyations of Developer and City under this Agreement are subject to fulfillment, on or before the Project Commencement Date, of the following conditions�. 3 (1) The representations and warranties made by City in Section 1.1 shall be correct as of the Project Commencement Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer shall have the right to terminate this Agreement at any time prior to the Project Commencement Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and Ciry shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to commence construction of and complete the Minimum Improvements (as defined herein) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of Developer's financial ability as City in its reasonablejudgment requires. (5) Developer's counsel shall issue a legal opinion to City confirming the representations contained herein in the form attached hereto as Exhibit B. LS City's Obliqations at Proiect Commencement Date. At or prior to the Project Commencement Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. SECTION 2. DEVELOPMENT ACTIVITIES. 2.1 Required Minimum Improvements. (1) Phase I Residential Units. Developer shall improve the Property by creating not fewer than Eighty (80) apartments for market-rate rental during Phase I of the Project, as shown on attached Exhibit I which apartments may not be financed with Low Income Housing Tax Credits (LIHTC). (2) Phase II Residential Units. Developer shall improve the Property by creating not fewer than Thirty(30) apartments for market-rate or affordable rental, as shown on attached Exhibit I. 4 (3) Phase I Parking. Developer shall improve the Property by creating not fewer than One Hundred Seventy-One (171) off-street parking spaces for tenants of the building. (4) Phase II Parking. Developer shall improve the Property by creating not fewer than Twenty-Three (23) off-street parking spaces for tenants of the building. (5) Phase II Retail Space. Developer shall create not less than Seventeen Thousand Five Hundred (17,500) square feet of retail space. (6) The Residential Units, Parking, and the Retail Space are referred to collectively herein as the Minimum Improvements and shall be a capital investment of approximately Thirty Million Dollars ($30,000,000.00). 22 Plans for Construction of Minimum Improvements. Plans, specifications, drawings, and related documents with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with the Urban Renewal Plan, this Agreement, and all applicable federel, 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 the Construction Plans to City, for approval by City before construction begins on the Minimum Improvements. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City or any amendments to the Plan approved by City. 2.3 Timinq of Minimum Improvements. (1) Developer hereby agrees that construction of the Phase I Minimum Improvements on the Property as described in Sections 2.1(1) and 2.1(3) shall commence by August 1, 2018, and shall be substantially completed by August 1, 2020. (2) Developer hereby agrees that construction of the Phase II Minlmum Improvements on the Property as described in Sections Z1(2), 2.1(4), and 2.1(5) shall commence by March 1 , 2019, and shall be substantially completed byAugust 1, 2020. (3) The time frame for the performance of these obligations shall be suspended due to unavoidable delays meaning delays, outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similarjudicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in 5 extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. 24 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall fumish Developer with an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in the form attached hereto as Exhibit E and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement. 2.5 Construction bv Affiliate. For purposes of constructing the Minimum Improvements, Developer may form one or more intermediary entities for the purpose of consummating a new market tax credit transaction and/or obtaining historic tax credits in connection with the construction of the Minimum Improvements (Tax Credit Transaction), and may transfer the Property to such entity, so long as the Developer retains effective control of any such entiry and the constituent documents executed to establish such entity and all terms of any such transfer of the Property and the Tax Credit Transaction are consented to in writing by the City Manager in advance thereof, which consent shall be subject to the City Manager's sole discretion. Without limiting the foregoing, the City Manager's consent may be conditioned, among other things, upon receipt by the City of a representation from both the Developer and the intermediary entity that any and all mortgages held by the City shall be senior to or on a parity with any mortgages on the Property being granted to other parties in connection with the Tax Credit Financing. The Developer shall remain fully responsible for all of its obligations under this Agreement, notwithstanding any transfer of the Property to such an intermediary entity and the assumption of any of the Developer's obligations hereunder. 2.6 Irrevocable Direct Pav Letter of Credit. Prior to the Project Commencement Date and prior to the Deconstruction Grant being funded pursuant to Section 3.1 hereof, Developer shall obtain and deliver to the City, an Irrevocable Direct Pay Letter of Credit (Letter of Credit) in the name of the City and in a form acceptable to the City that guarantees the faithful performance of this Agreement for, in the aggregate, the anticipated full value of the Deconstruction Grant. The Letter of Credit shall remain in effect until construction of the Minimum Improvements is completed. Such Letter of Credit shall be issued by a bank acceptable to the City and shall provide immediate recourse if Developer fails to construct the Minimum Improvements by the dates described in Section 2.3. Further, such failure shall constitute an Event of Default under Section 5.1 and the City may exercise all of its rights under Section 52. Furthermore, upon such failure, the City shall immediately pursue all necessary actions against the bank for the full value of the Deconstruction Grant, and the Developer shall assist the City's efforts. The Letter of Credit shall be released when the City has issued a Certificate of Occupancy for the entirety of the Minimum Improvements. SECTION 3. GRANTS 3.1. Deconstruction Grant. For and in consideration of Developer's obligations herein, and in furtherance of the goals and objectives of the urban renewal plan for the 6 District, the City agrees to provide a grant to Developer within 10 days after execution of this Agreement by the City as reimbursement for fifty percent (50%) of the certified deconstruction costs of the Project up to an amount not to exceed Five Hundred Thousand Dollars ($50Q000) (the Deconstruction Grant), subject to the following conditions precedent: (1) No Event of Default has occurred and is continuing at the time the Deconstruction Grant is paid; (2) Developer has provided City with a certification in a form acceptable to the City from an lowa-licensed engineer showing all planned deconstruction work is complete and the costs submitted for reimbursement were reasonable and associated with the planning and execution of the deconstruction of the "Deconstruction Area" of the Property (which is described as the Middle of Section B of the Property, a 60' wide and 144' deep section outlined in red in Exhibit F); and (3) Developer has obtained and provided to the City the Letter of Credit described in Section 2.6. 32. General Grant Terms. The following terms apply to those Grants described herein to be funded through Developer Tax Increment: the Letter of Credit Release Grant described in Section 3.3, the Semi-annual Economic Development Grants described in Section 3.4, the $500,000 portion of the Downtown Housing Grant described in Section 3.5(2), and the Transition and Stabilization Grant described in Section 3.9 (collectively referred to in this Section 32 as the "Grants"). (1) As used throughout this Agreement, "Developer Tax Increment" means 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) in respect of the Minimum Improvements constructed by Developer on the Property, with respect to only the increase in the assessed value of the Property above the assessment of January 1, 2017, which the parties agree was $68,018 for Phase I (Parcels 1013106016 & 1013106017) and $183,982 for Phase II (parcel 1013106015) for a total assessed value of $252,000 as of that date for the tax parcels (the Baseline Valuation). Deve�operTax Increment shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter-approved physical plant and equipment levy and instructional support levy, and (iii) any other portion of taxes required to be exduded from tax increment revenues by lowa law, or (iv) any amount of tax increment revenues collected by the City with respect to increases in assessed valuations of the Property prior to January 1, 2017; and thus such incremental taxes will not indude all amounts paid by Developer as regular property taxes. 7 (2) The Grants shall be payable from and secured solely and only by the Developer Tax Increments paid to City that, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the Brewing & Malting TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the Brewing & Malting TIF Account to pay the Grants. The Grants shall not be payable in any manner by other tax increments revenues, or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the Brewing & Malting TIF Account (regardless of the amounts thereo� to the payment of the Grants to Developer as and to the extent described in this Agreement. (3) City shall be free to use any and all tax increment revenues collected in respect of other properties within the District and the remaining actual amount of the property taxes paid by Developer to City, or any available Developer Tax Increments resulting from the termination of the Grants for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. (4) Non-appropriation/Limited Source of Fundinq. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any Grant shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit under the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non-appropriation by the City Council as provided in this Section 32. City may exercise its right of non-appropriation as to the amount of the Grants to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non-appropriation shall be exercised only by resolution affirmatively declaring City's election to non-appropriate funds otherwise required to be paid to Developer in the next fiscal year under this Agreement. (a) In the event the City Council elects to not appropriate sufflcient funds in the budget for any future fiscal year for the payment in full of the Grants due and payable in that fiscal year, then: (i) City shall have no further obligation to Developer for the payment of all Grants due in the next fiscal year which cannot be paid with the funds then appropriated for that purpose; and, (ii) Developer shall be released from all further obligations under this Agreement during that same fiscal year. (b) Each Grant shall be paid by City solely from funds appropriated for that purpose by the City Council from taxes levied on the Property that are 8 allocated to the special fund pursuant to lowa Code (2017) §403.19(2). (c) The right of non-appropriatlon reserved to City in thls Section 32 is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to pay future installments on the Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and this Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. (5) Written requests for payment of each Grant must be submitted to the Economic Development Department together with all required documentation. 3.3. Letter of Credit Release Grant. For, and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives ofthe urban renewal plan for the District, the City agrees to reimburse Developer for the certified costs of the Letter of Credit, not to exceed $40,OOQ (Letter of Credit Release Grant) upon the release of the Letter of Credit per the terms of Section 2.6. 3.4. Semi-annual Economic Develooment Grants. For, and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the District and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make up to twenty (20) consecutive semi-annual payments to the Developer over a period of ten (10) years, beginning in the first fiscal year in which Developer Tax Increment is received by the City, which payments shall be funded solely through Developer Tax Increment (such payments being referred to collectively as the Economic Development Grants), under the following terms and conditions. (1) The Economic Development Grants shall be paid on each November 1 or May 1 during the ten (10) year period of Economic Development Grants, provided the Developer remains in compliance with this Agreement and remains othervvise eligible at the time of payment of each Economic Development Grant. 9 (2) Each Economic Development Grant shall be in an amount equal to 100% of the DeveloperTax Increment actually collected by the City during the preceding six-month period. (3) Developer and City agree that the first Economic Development Grants paid to Developer shall be reduced by an amount equal to the actual sum of the Deconstruction Grant and Letter of Credit Release Grant, up to $540,OOQ and that the City shall receive the Developer Tax Increment that would otherwise fund the first Economic Development Grants until the City has received an amount equal to the Deconstruction Grant and the Letter of Credit Release Grant. 3.5. Downtown Housinq GranL City agrees to provide to Developer, on the terms and conditions setforth herein, a grant in an amount equal to Ten Thousand Dollars ($1Q000) for each apartment in the Project for which a Certificate of Occupancy from the City of Dubuque Building Services Department is issued, but not to exceed Seven Hundred Fifty Thousand Dollars ($75QOOD) Qhe Downtown Housing Grant), which shall be payable as follows: (1) The frstTwo Hundred FiftyThousand Dollars ($250,000) ofthe Downtown Housing Grant shall be funded solely and only from available Downtown Incentive Program funds and shall be disbursed to Developer in Ten Thousand Dollar ($10,000) installments upon receipt of a Certificate of Occupancy for each apartment of the first 25 apartments completed as part of the Project. (2) Developer shall become eligible for an additional Ten Thousand Dollar ($10,000) installment of the Downtown Housing Grent, up to Five Hundred Thousand Dollars ($500,000), for each additional apartment in the Project beyond the first 25 apartments for which a Certificate of Occupancy is issued. This portion of the Downtown Housing Grant shall be funded solely and only from Developer Tax Increment that is collected by the City during the time Economic Development Grants are reduced as described in Section 3.3(3) and shall be disbursed to Developer in Ten Thousand Dollar ($1Q000) installments semi-annually, on May 1 and November 1, as Developer Tax Increment is collected by the City during the time Econoinic Development Grants are reduced, until the full amount of the Downtown Housing Grant that Developer has become eligible for has been paid. (3) Prior to the disbursement of any Downtown Housing Grant funds (under either Section 3.5(1) or 3.5(2)), Developer shall provide evidence satisfactory to City that the Minimum Improvements have been completed in accordance with the Construction Plans and other documentation submitted to City with the Downtown Housing Assistance application, on the terms and conditions set forth in Exhibit G. Further, Downtown Housing Grant funds shall not be disbursed to Developer until the City has issued a Certificate of Occupancy for the Project. 3.6. 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 10 predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Property on the terms and conditions set forth in Exhibit H, provided the Project meets the criteria of the Planning & Design Grant Program and the Developer applies in accordance with the terms of that Program. Prior to the release of any grant funds under the terms of that Program, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 37. Facade Grant City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10.000) to reimburse Developer for documented costs for front or rear fa�ade renovations to the Property to eliminate inappropriate additions or alterations and to restore the faqade 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, provided the Project meets the criteria of the Faqade Grant Program and the Developer applies in accordance with the terms of that Program. Prior to the release of any grant funds under the terms of that Program, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.8. Financial Consultant Grant. City agrees to provide a matching (1 :1) grant not to exceed Fifteen Thousand Dollars ($15,000) to reimburse Developer for documented costs related to hiring a financial consultant to evaluate the ProjecPs feasibility on the terms and conditions set forth in Exhibit H, provided the Project meets the criteria of the Financial Consultant Grant Program and the Developer applies in accordance with the terms of that Program. Prior to the release of any grant funds under the terms of that Program, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.9. Transition and Stabilization Grant For, and in consideration of Developer's obligations hereunder, including but not limited to the continued maintenance of and insurance of the Minimum Improvements under Sections 4.6 and 47, City agrees, subject to Developer beiny and remaining in compliance with the terms of this Agreement, to provide to Developer a grant in an amount equal to Five Hundred Thousand Dollars ($500,000) (the Transition and Stabilization Grant). The Transition and Stabilization Grant shall be funded solely and only from Developer Tax IncremenL The Transition and Stabilization Grant shall be paid in semi-annual installments on May 1 and November 1, beginning with the first May 1 or November 1 following the completion of the ten (10) years of Economic Development Grants described in Section 3.3 and continuing until the full amount of the Transition and Stabilization Grant has been paid to Developer. Each semi-annual installment shall be equal to or less than the amount of Developer Tax Increment collected by City during the preceding six-month period. SECTION 4. COVENANTS OF DEVELOPER 11 4.1 The Minimum improvements shall conform in all respects to the U.S. Secretary of the Interior's Standards for Rehabilitation. 42 Developer shall accept applications from otherwise qualified and financially able prospective tenants with Section 8 vouchers in its apartments in the Property and in any other property owned or in which Developer has an interest in Dubuque, lowa. 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 PropertV Taxes. Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Property orthe Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including, but not limited to, those that arise under lowa Code Chapters 404 and 427, as amended. 4.6 Insurance Requirements. (1) At all times during deconstruction and construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense, property insurance against loss and/or damage to the building (including the Minimum Improvements) under an insurance policy written with the "special perils" fonn and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements). Developer shall fumish to City proof of insurance in the form of a certificate of insurance. The term "replacement value" shall mean the actual replacement cost of the building with the Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (2) Developer shall notify Ciry immediately in the case of damage exceeding $5Q000 in amount to, or destruction of, the Minimum Improvements or any portion 12 thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration ofthe Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 4J Preservation of Propertv. Until the Termination Date ofthis Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 4.8 Non-Discrimination. In carrying out the Project, Developer shall not discriminate against any employee or applicant for employment or tenant of the Minimum Improvements because of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability. 4.9 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the goveming 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 contrect 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-Transferabilitv. Until the Termination Date, this Agreement may not be assigned by Developer nor may any portion of the Property be sold or otherwise transferred by Developer without the prior written consent of City in City's sole discretion. City has no obligation to consent to any assignment or sale. 4.11 No chanqe in Tax Classification. Developer will not take any action to change, or otherwise allow, the dassification of the Property for property tax purposes to become otherthan multi-residential orcommercial property orto be taxed as such under lowa law. 13 4.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property or any part thereof that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as commercial, multiresidential, retail and market rate residential, is in full compliance with the Urban Renewal Plan) (however. Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.13 Compliance with Laws. Developershall 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 othenvise, 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 DefauR 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 Propeity. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements or the Property in violation of the provisions of this Agreement (4) Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 14 (5) The holder of any Mortgage on the Development Property owned by Developer, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default by Developer under the applicable Mortgage documents. (6) The Developer: (a) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or (b) makes an assignment for the benefit of its creditors; or (c) admits in writing its inability to pay its debts generally as they become due; or (d) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer as a bankrupt or its reorganization under any present or future bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the Developer or part thereof, shall be appointed in any proceedings brought against the Developer and shall not be discharged within ninety (90) days after such appointment, or if the Developer shall consent to or acquiesce in such appointment. (7) Defaults by Developer under other project related agreements. 52 Remedies on Default bv Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) Ciry may cancel and rescind this Agreement; 15 (3) City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of all prior Deconstruction Grants, Economic Development Grants, or powntown Housing Grants to Developer and City may take any action, including any legal action it deems necessary, to recover such amounts from the Developer; (4) City may withhold the Certificate of Completion; (5) City may take any action, induding legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement; or (6) City may enforce the Letter of Credit in Section 2.6 of this Agreement. 5.3 No Remedv 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 I other concurrent, previous or subsequent breach hereunder. 5.5 Aqreement to Pav Attornevs' Fees and Expenses. If any action at law or in equity, including an action for dedaratory 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 Citv. If City defaults in the performance of this Agreement. Developer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend its performance under this Agreement until it receives assurances from City, deemed adequate by Developer, that City will cure its default and continue its performance under this Agreement. SECTION 6. GENERAL TERMS AND PROVISIONS 16 6.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: Ifto Developer: 3000 Jacksoq LC c/o Stephen Emerson 221 2nd Ave SE, Ste 400 Cedar Rapids, IA 52401 Phone: (319) 364-7444 With copy to: Dave Zylstra Aspect, Inc. 221 2nd Ave SE, Ste 400 Cedar Rapids, IA 52401 Phone: (319) 899-6499 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. 13'" Street DubuquelA 52001 Or at such other address with respect to either parry as that party may, from time to time designate in writing and fonvard to the other as provided in this Section. 62 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 (i) June 1, 2032 or(ii) upon the full payment of the Transition and Stabilization Grant described in Section 3.8, whichever last occurs (the Termination Date). 6.4 Execution Bv Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine or electronic transmission. The parties inlend that the faxed or electronic transmission signatures constitute original signatures and that a faxed or electronically transmitted Agreement containing the signatures (original, faxed or electronically transmitted) of all the parties is binding on the parties. 17 6.5 Memorandum of Development 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 date first above written. 18 CITY OF DUBUQUE, IOWA 3000 JACKSON, LC By �7 �� l.1c�., By ' _7�`� Roy D. B} I, Mayor Stephen Emerson, Member / Attest: < �v Kevin� . Fimstahl City Clerk (City Seal) STATE OF IOWA ) ) SS COUNTY OFDUBUQUE ) On this � day of \ � % - 20 , before me the undersigned, a Notary Public in and for the said Co ty and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally nown, who, being by me duty swom, 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. l/�1(/i �r�� PAMELA J.McCAFlRON � - ' �� `��VG�� r coR�m;,s�o�Nomne�nsate Nota Public My Comm.Exp.4-S-2C�2� ry F\Users\isteckle\Llndahl\SLE Inves�men�s3000 Jackson9rewery eltlg\Breuving Malting�A_0413�Bbal.tlocv 19 STATE OF IOWA ) ) SS COUNTY OFDUBUQUE ) On this �day of N�.�-� 201a, before me the undersigned, a Notary Public in and for the State of lowa, personally appeared Stephen Emerson, to me personally known, whq being by me duly sworn, did say that he is Member of 3000 Jackson, LC. the limited liability company executing the instrument to which this is attached and that as said Manager of 3000 Jackson, LC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. '-�" ;,S� /�.� v.,� GC7w-w� ' a � vsz � IMtaky Public ��; um" ,, �� zo LIST OF EXHIBITS EXHIBITA CityAttorneyCertificate EXHIBIT B Opinion of Developer Counsel EXHIBIT C City Certificate EXHIBIT D Memorandum of Development Agreement EXHIBIT E Certificate of Completion EXHIBIT F Deconstruction Area EXHIBIT G Downtown Housing Incentive Program EXHIBIT H Planning and Design Grant Program, Faqade Grant Program, and Financial Consultant Grant Program EXHIBIT I Site Plan 21 EXHIBIT A CITY ATTORNEY CERTIFICATE 22 6an'y A.I.indahl.C=.zy. �He Cm or Sn,lorcounscl Dubuque � 5�,��330.��a��..��« e� DUS E soo m��„sv�� wiammwem IJubuyuq Imva 52001-G944 � � � �� MnakerpiCce mi Oie MicsissiN�ri (>63)583-1113 olTce (>63)583-1040 le.e bulesq«itynf��huquco�e 2U0� (DATE) RE: Development Agreement between 3000 Jackson, LC and the City of Dubuque, lowa Dear I have acted as counsel for the City of Dubuque, lowa, in connection with the execution and delivery of a certain DevelopmentAgreement between 3000 Jackson, LC(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 23 EXHIBIT B OPINION OF DEVELOPER COUNSEL 24 Mayor and City Councilmembers City Hall 13�" and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, lowa and 3000 Jackson, LC Dear Mayor and City Councilmembers: We have acted as counsel for 3000 Jackson, LC, (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, lowa (City) dated for reference purposesthe day of , 20_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: t. Developer is a limited liability company organized and existing under the laws of the State of and has full power and authority to execute, deliver and perform in full the Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in defaWt under, the organizational documents, any indenture, mortgage, deed oftrust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. There are no actions, suits or proceedings pending orthreatened against or affecting Developer or any member of Developer in any court or before any arbitrator or before or by any governmental body, including but not limited to tax proceedings, audits, or foreclosure proceedings. Very truly yours, 25 EXHIBIT C CITY CERTIFICATE 26 Dubu ue c;ryma�,�K�rso�;�� THH CITY OE �� City Ilall fi.ii.Li SOWes�13�"Sime� D�L � N4AmeHceCltV Dubuquv.lowa SJ1101-tR64 � � � � � � (0(3)5A9-AlID olfice (563)5Aryd1J9 Fnx ctymgr@ciry�ofdubuqueorg Masterpiece on the Mississippi zoi2 (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 (Agreement) between 3000 Jackson, LC (Developer) and the Cityof 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 duty obtained aIl necessary approvals and consents for its execution, delivery and performance of the Agreement and that it has full power and authority to execute, deliver and perform its obligations under the Agreement. City's attorney has issued a legal opinion to Developer wnfirming the representation contained herein, in the form attached to the Agreement as Exhibit A. (2) The execution antl delivery of the Agreement, the consummation of the transactions contemplated thereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which Ciry is now a party or by which it or its property is bound, or constitute a defaWt under any of the foregoing. (3) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any govemmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of Ciry or which affects the validiry of the Agreement or City's ability to perform its obligations under the Agreement. (4) The representations and warranties contained in Section 1 .1 of the Agreement shall be correct in all respects on and as of the Project Commencement Date with the same force and effect as if such representations and warranties had 27 been made on and as of the Project Commencement Date which representations and warranties shall continue until the Termination Date. Sincerely, Michael C. Van Milligen City Manager MCVM:jh 28 EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 29 Prepared 6y: Barry A Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 ReWm(o: Barry A Lindahl 300 Main SUeet Suite 330 Dubuque IA 52001 563 583-4113 A Development Agreement by and among the City of Dubuque, lowa, an lowa municipal corporation, and 3000 Jackson, LC., an lowa limited liability company, was made regarding the following described premises: Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR PLACE (3000 Jackson St) Phase II: LOT 2-1 LIEBE'S SUB #3 (3040 Jackson St) The Development Agreement is dated for reference purposes the day of , 2018, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the DevelopmentAgreementshallprevail. AcompletecounterpartoftheDevelopmentAgreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this _day of , 201_ CITY OF DUBUQUE, IOWA 3000 Jackson, LC gy gy �-,,��- - Roy D. Buol Stephen Emerson, Member Mayor Attest: Kevin S. Firnstahl City Clerk 30 STATE OF IOWA ) ) SS COUNTY OFDUBUQUE ) 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. Fimstahl, to me personally known, who, being by me duly swom, 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 instrumentwas signed and sealed on behalf ofthe 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 IOWA ) ) SS COUNTY OF DUBUQUE ) On this � day of �._I 20�, before me the undersigned, a Notary Public in and for the State of lowa, pe pyllosr aan peared Stephen Emerson, to me personally known, who, being by me duly sworn, did say that he is Member of 3000 Jackson, LC. the limited liability company executing the instrument to which this is attached and that as said Member of 3000 Jackson, LC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. �l� v�n-C.e-wv�s-�E � Pu blic 4,�E�,,.r.t:rzta�;"s ��,' COffl:.�.i'{�ttp1r.45ii'7°fi2 t�p' !Af�a'rm.:xP. 31 EXHIBIT E CERTIFICATE OF COMPLETION 32 Prepared By. David J. Heiar 50 Wes� 13'" Street Dubuque, IA 520�1 563-589-4393 Retum to: David J. Heiar 50 West 13"� Street Dubuque, IA 52001 563-589-4393 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, lowa, a munlcipal corporation (the "City"), has granted incentives to 3000 Jackson, LC (the "Developer"), entered into a Development Agreement dated as of , 2018 (the "AgreemenY') regarding certain real property located within the Greater powntown Urban Renewal District of the City and as more particularly described as follows: Phase I: LOT 1 DINOSAUR PLACE & LOT 2 DINOSAUR PLACE (3000 Jackson St) Phase IC LOT 2-1 LIEBE'S SUB #3 (3040 Jackson St) (the "Development Property"); and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the rehabilitation of the Development Property, and obligated the Developer to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; antl WHEREAS, the Developer has to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements in a manner deemed sufficient by the City to permit the execution and recording of this certification; and NOW, THEREFORE, pursuant to Section 2.4 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Developer to the satisfaction of the City and such covenants and conditions are hereby satisfied. The Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of this instrument, to be a condusive determination of the satisfaction of the covenants and conditions as set forth in said Agreement, and that the Agreement shall othenvise remain in full force and effect. 33 (SEAL) CITY OF DUBUQUE, IOWA By: Mike Van Milligen, City Manager STATE OF IOWA ) ) SS COUNTY OFDUBUQUE ) On this _day of , 20 , before me, the undersigned, a notary public in and for the State of lowa, personally appeared and acknowledged ihe execution of the instrument to be his/her voluntary act and deed. Notary Public in and for Dubuque County, lowa 34 EXHIBIT F DECONSTRUCTION AREA ti, P �1 , � ��. � � � ' � �� . � M .: ; � � „v, � . �� , � � �� z ! �r / ;,,'�' � �" � ,� � �� fii 4�� y �/ �� . ' U ,a',. ��:� v ��T � � ;� m ; , ;�, , , ` `' � y ' �� , - � � �° 'A � �i �� y�d �� a a' .,. , . �. �� i � � �''ti::� ,� , .. b � { � � +h �„ s d °�� - �`>. / {j/, �� / ��i�� pl 35 EXHIBIT G DOWNTOWN HOUSING INCENTIVE PROGRAM 36 i Tr-iFrrtvnr �uduquo e�e,�„Ko..<iow�m�o:w�.m � ww��ia^svK� iFmwaco o�ew�aie.<szm+��eea Du8 E �i�� oR��,��-0,9, � miss3lemcs�s M1ttp f/xvwaryd�uhupvmry M.as�erpieee on the Miesr�ssiFxr m;;:;;;; ��an i.m�e DOWNTOWN HOUSING INCENTIVE PROGRAM Maurice Jones Jill M.Cwnors Ecanomic�evebpment�i`ector Pmject CoorNnator mione�ciNofd�iMinueam iiicmn�riNaftluhuoaeom 50 Wvcl13�'Street Oub�que,lA 5?0�1 563-589-0393 folbwino reouiremeMs' • The pm7ect most ass61 in the creation of riew maAeGrate tlowntown rental antl/w ownerbccupie�residentisl unRs wtlhin the Grea4r pownlown UNan Rmewal�isinct (see ariachetl map)and ha�e timely wmmencement 8 canpletion tlafes itla�tified_ • The pmjeR most be tlie rehabiftation oi an existingshucWre. � WMin tlie Washirtgtan Neghbor�ood,ren�l unRs mus[be lomtetl above a comme�tial componrnt on Ne first floor of tl�e bultling unlrss the qojecl a rehabilila0ng or reusing a iartnet c�urch or sc�ool buiMing. • Enenor slterations are subject to tleslgn rehew antl approvaL The Histoiic DisNcf Guideli�resshall appty to prqecLc locatetl in Histonc Preservation District The OowrRown Oes,grt Guidelines shal I apply to all other prqect locatioirs.Prqeds which coritortn to tlie applicable guitlNines mayl�e reWewetl antl approved by Ne City Planicer. Projects Nat do not sNctly conform to the appiirable guidelines will be fawartletl to�he Histonc Preservffibn Commaslon(HPCJ for ro�ideration. Nerr construction orsabstantial rehabilitation prqects may also 6e wnsitleretl by the HPG The process(w review is at ihe tliscretian of Ne Ciry Planncv.Guidelines can be hewetl aM tlownloatletl at t17�Lcilvofd.iP,ceuz om112y5��estr,nGuitlefr.en. • Arry slgns on Ihe prope`ty Nal do not compty wM Cily zoning regulatians antl tlesiqn guitlelines must be Inclutled tn the tlesign renew antl impmvetlto comply wdh applicable Ciy Cotles_SubmiHal mwt inGutlethe tlesign matenals and colorsMalwJl be used on tlie sign fare,how fhe sign vnll be tl�splayeQ antl any lightingproposed. • A tletai{etl rentlering/a�swin9 of Ne pmposetl pro]ect must lu inclutletl_ The plans shoultl indude dimmsions antl archRect�esl detsils ar�tl IaheJ makaials.Plans prtparetl by a tlesgn ptotessional(e g.arch�ect ar tlrai�person)are sbo�gly rewmmeMetl. Applications wiUautdetailetl dray.iigs vrill ro�be convderetl complete antl will nol be accepted by theCity_ • Deviation from an approvetl pmject plan may aisqualRy ihe qolecl hom Iheprogiam. • City tuntletl projecLs may be requiretl tei meel sounJ prmfing,lighting,security,or o[her stantlaNs-as tlete.rmined by ihe City of Dubuque fWlowing an intemal neighborhootl impact stutly-parGculary vfien un�are located in mi�etl-use neghborhootls. 37 • Preference vnll be giren to qojecLe Nat aLvo vtilize Fetleral anNor State Histonc Ta:�Cretlits. • No rtrore�han$10 OW ln astistance xNl be m�ssitlemtl pe�resitlmtial unit • Inge�sl,nomoretlian8�50,OWwillbepmvitletltossingleprqect. • No tlevelope�fee mll be permittetl unfil ali dty asslstance is paitl or safisfietl in full. � The CM"^I I tlsbirse cwnmdted Mxis afler the pmject is mmplefe aM a Certificale a(Occupancy has been provNed for Ne housmg unRs_ • A minimum o�2 new housng uN@ must be aeated in tlie projecL • UnRs smal ler ihan 650 sqaare feet wll not Oe eligible fw tha project � No resiDential vnRs wlll he allwved�o have a reshiction of less[han 80%af ihe metlian income. • No mrne than 65%of�he units of any prqect can have a restnction of 80%o(ihe median inmme. • A qo)ect�hal is funtletl by Lav Ncame Tax Cretlifs(LITC)is noleligible_ • OwirerofpropertymufficeNtyNatallpropertylntheCiryof�ubuQue,forwM1ich the wmer has any iMeres4 complies wdh all applicable Ciry of Oubuque ortlinances antl mgulatiorce,inGutling,bu[nW limited to,Musing,6viltling, zoning,fire,�eslN,antl vacanl antl abandonetl bullding regWatnons. • Applicatia�vnll be reviewed moniMy by t�e ReNew Con�mittee_wnsa[irg oi ai leaet oire representa5ve from the City's Economlc Oevelopment,Planntng. and B�il6ing Sem res�eparhnerM1s. The Rehew CommM1tee x�ll score each application a+q will fund pojects Iha�nxel Ne program crM1ena arid are ready to cammence wMin�hree monNs. 38 , . �41 . F' : F : �� 4 ' �.: . . .. � L �3 ;:ti`;��.I . �,: � t ��..� ff € a ` xa % � � � � g � i � .�,/ - xx4 g � � : � ti 3� ,r ` _'� s = , m > ,^'� a� Qttt ` � `� 1S K��l' � � �'` e _ n �l .��tti' � p�,� r +�- �: -. \ 3t L ,. �. e d � '� � �t� .- y ti" � �� . .. � y ` °�.4.. � �� L � � � \ ._� � � - � �y � � �. `�"x - ` *�j � i n r x h b-i ��,. + �"".. � `r � . �' �!'.- ,. , a ..�_ �� _ �,* �, -� ,�.;' `.( 1.i _ _ t� , x\' x,� A �� r �� '.r .€��"m,�t" ' fi �� 4 �i'. ��^ f � ;"_ :u ti � ' � 4 � -,' 1 1 � „s+�' riS � 1 . �. f. � £ x �.. J � R:. t �^si'�N � �. �4 � � � f'y�� 1 � .. .!. 1 � k Q b� . �, �. ,.- .r� a . 4 . . .� J � :a �t� \ if r 1 � �:n'✓'�'II _ 1 � a;a x ,. �` ' �Ag� �.'F�. . li . � ....,* \ � . ,.._ . l �� .._..,.. ..— , /'�r'.......,._�..-'r. . , �'. ��^o, _ �rv,.._�"�� :..,.� 39 EXHIBIT H PLANNING AND DESIGN GRANT PROGRAM, FAC�ADE GRANT PROGRAM, AND FINANCIAL CONSULTANT GRANT PROGRAM 40 C�ly at Dubuque, lowa Fagade Grant Program, Financial Consultant Grant Program, and Planning & Design Grant Program PROGRAM GUIDELINES �zoie� The Fa¢atle GranR Financial ConsultaN Grant, antl Planning&Design Granl Pmgrams are tlesignetl lo NMe�the gaals and objeclives of lhe Greater povmtown Urtaan Renewal Plan by creatiog ttie finanGal incentives neetletl to eliminate contlitlons of Uli9ht, enmurage revitalization efforts antl to retain or crnate employment oppartunities antl/or new housfng units within the aishicl.This program will atltlress builtling crotle deficiencies as part of each approved pro]ect_ E1i9�61e Applicanis: Owners of pmperty wit�in the Greater powntown UNan Renewal Distnct(map attachetl)_ Eligible ActiviGes antl Assistence: Fayatle Gran[Program—A maximum of a ten lhousan0 Aollar ($10,000) 17 mahhing grant is available la proNtle assistance on labor or matenal rosts for froM of feaf fa4'dtle fenova5ons lo restore a builtling's hlstonc appearance o� elimina�e inappropnate atldNons or alMrafions to impmve overall appearance_ Financial Consuttant Grant Pmgram—A maeimum of a(�fteen thousand dollar ($750��) 1_7 matching grant is available to pmvitle assisfanw an hinng a financial mnsultant usetl to analyze ihe feasibiliry of a project Planning 8 Design Grant Program — A maximum of a ten Ihousantl dollar ($tO,OD�) 1_i ma[ching grant is availabie lo pmvide assistance on pie-tlevelopment costs associatetl wiV1 a pmject. FOR MORE INFORMATION,please rontacl: Chyo(DWupue Ewrwmic Demlopmen�Departmenl W West 13ih StreH,Dubuque,Irnva 52001 (563)SS9-4393 41 General Contldions: • Property must be lorated in Grealer povmtown Ue�an Rereewal Oistrid(see attacheJ map)and with fimety commencement 8 mmpletian dates itlentRietl. • Pml�ts must be�he rehabilitation of an etisting sirvcWre. • Propertycannotbeavnglefamityhome_ • All existing mde tleficiencies wAhin a scope oi a pmjeR mus�be mrtectetl antl rew lmprovemenb m�st compy wilh all applicable cades antl ortllnances. • Ownerof przperty musi ceNTy ihat all property'in the ciy oi Dubuque, for w�ich Ne ow�r has any iMeresl, complies wdh all applirable Ctty of Dubaque ordinances and regulations, incluaing, but mt Ilmded lo, hoasing, builtlirg,mning, fire, healN, and varnnt antl abandonea buiMing regulations. • E#emr alterations are sWject ta tlesign review antl apqovaL The Hislonc District Guftlelines shall apply to prqeGs bcateJ in Hiloric Reservafion Dstricts. il�e Oowntoxn pesign Gultlelines shall appy to all ofher project locations. Pmjecis wtiich conform to Me appflcable guitlelines may l�e reviewetl aiM appmvetl by ihe City Pla�m�er. Przqec� tliat tlo not stnctly mnfomi to Ne applirable guid Jiros xill be farwardeJ lo Ihe Hetonc Preservation Commission (HPC) for mnsitleration. Substantial rehabilitation pmjecfs may also be considered by tl�e HPC.The pmcess far retiew a a� ihe tlacretion ot fhe Ciy Planner. Guitlefnes can !�e viewetl a� tlrnmloetletl atAttO�lfc[No(cu�upua erai125�Deson-Guitleti�z3. • Arry sgns on ipe pmperty tliat tlo not compty wiU Ctty zomn9�9ulations aMl design guitlelines masl be intlutletl in ihe tlesign review antl impmvetl to oomply vntli applicable CM1y CMes_ Sudnitlsl must inclutle ihe tlesgn mffienala antl colors ihat vnll be used on ihesgn face,hmv tYie sgn xill be 6splsyetl,antl any(ghting prop�etl. • A tletailetl rendennglNawing of ihe pmposetl pmlect must be inGutletl. The plans shaultl intlude tlimersions antl archi�ecNral tle�ails and label matenals. Plans prepar� lry a tlesign prMessqnal (e.g. a¢hReU w tlraftspersonl are strongty recommeMetl. Appfcations wifhout detaiktl tlrawigs vnll not be cansitleretl cwnplete. • Appfcant will mt be reimbursed for personal labor costs or labor costv of tamily members,nor can these cask be muntetl in�he�otal piqed wsLs. • Projects may no�recctive the maximum amount ot eerii fortn of assalance niaa Ihan once. • Deviation fran an approved project plan s�all tlisqualiy ihe prqect hom tl�e program. • City funQetl prqeGs may be ,eqwretl lo meet sountl praofing, lig�tiig, sec�rity, or olher standards - ffi tlHertnined by the CRy N Dubuque folbwng an intemal reighborhootl 'impact sM1Wy - paNculaM "+hen wn% are bratetl in muetl-use reighboRwotls. � Applirations wip be reviewetl monNy lry�he Review Canmilfee, consisting o�at least ne represen�tire fmm Ne Cilys Economic �evelopment, Planniig, a�tl Builtling Services Depatrnents_ The Review Commiqee will score each appliration and vrill Nnd projecls tM1st meet the program aitena antl are reatly to mmmence witM1in ihree montlis_ 42 FAGADE GRANT INFORMATION This program pmvides grants in�he Greater Oovm�own UrOan Renewal�istnct for Ron� or 2ar fagade renovation to reslore the faqatle to ils his�onc appearance ar improve Ne overallappearance_ Amount of GranC 1_7 matching granl rwt to exceed ten�housand tlollars($10 Q00) shall pe aWartled by Ne Crty to qualifying pmJects I]asetl on totll eligible project msls. (Euample_ $8 500 in eligible project costs would receive a $4,2W g�ant mat[hetl by $4,250 in pmate conVibution; 520 WO ar grPater eligible projed casts woultl receire the mabmum$10,00�gran�.) Gran�Specific Contlilions: • Refmbursement is for labor antl matenal costs associatetl with fapade Impmvements,indutling 6u[noi limdetl ta,rehaUilita�ing o�impwhng wintlows, palnt,signage, orawnings to enhance overall appearance. • LandswpingorscreeningwithfencingorreUiningwallsmaybeareimbursable expense rf a tletetminalion is made fhai pmperty is impmvetl atljacent�o public tlghhof-way. • Inortlertoreceivereim6ursementforrepointing,amortarenalysissamplemay be requested for each fa4aae that will be repointetl_ The applicaN must atlhere to the results of IDat analysis in thei�rehabilrtafion wafk as part of their approvetl projec� plaa The CM1y may request venfication that the new mortar mal[hes �he results of the mortar analysis_ • Language from the National Park Service Technical Preservalion Services Bnefs may he attachetl as a contlition fo� a 6uilding permd if the appliran� c�ooses to pertomt repointing on the prole�t. • ReimbulSableexpentlitu2smustbetloNmented. • Grants will 6e tlisbursetl upon completion of work at a rate of a 59 for eaU $1.00 of quafifietl msts. Approval Process: 1. �esign review by lhe Gty Planning Depaffinent and/ot lhe Histancal Preservalion Commission is required fare�Aeriorwa�k an ihe pmject. 2. Grani applications vnll be reviewetl by City s�aff Review Committee and approvetl by Ne City Manager 3. Funtling vnll be tlisbursetl upon stafl 2view of documentetl eryentlitures antl inspection of a compleletl pmjec[. 43 FINANCIAL CONSULTANT GRANT INFORMATION T�is pmg2m provides granls in the Greater powntown UNan Renewal DisVid for hinng a financial consuttant to analyze Ne feasibility of projeds Amou�tofGrant 1:i matching grant nol to exceetl ffteen thousan0 tlollars ($15,000)shall be awarded to qualifying projeds basetl on total eligible projeU costs (Fxample: $8,50�ln eligible pwject ms�s would receive a $42W grant matchetl by $4,250 in privafe wninbution; $39,00�or g�eater eligible cos�s vroultl receive�he maximum$i5,00a grantJ Grant Speciflc Gondtions: • ReimUursement is for fees assocfated wM hinng a professional inancial consultant. • Reimhursable expendiNres musi be tlocumented. • This granl s�all rrot exceetl ten percent(10%}of total project cosis. • 7Te rehaUili[atlon p�ojec[musl be completetl fortl�e Financial Consulfant Gran� lo be Nntletl. • G2nis will be tlisbursetl upon wmpletion of work at a rate of$.50 for each $1 0�of qualifietl ms�s. Appmval Pmcess: 1. Design review by lhe Ciry Planning Deparhnenl antl/orthe Hisioncal Preservation Commission is required fare�ctenor vro�k on the pmject. 2. Grant applications will be�eviewetl by City staff Review Cammittee and appro�etl by�he Cdy Manager. 3 Funtling will Ue tlisbursetl upon siaR review of tlocumented e�entliNres antl inspection of a mmpleted pmjec[. 44 PLANNING & DESIGN GRANT INFORMATION This pmgram pmvitles granis in the Grea�er povmtavm Urban Renewal Distntl for hinng archilects,engineers or ot�e�pmfessional services used pnorto constnlction. Amounl of Grant: 1:1 matching grant no�to exceetl ten thausantl tlollars($70,OO�) be avraNetl by the City to qualifying p�qects to oftset Ihe actual pre-tlevelopmen� msis. (EKample: $8,50� in eligble project cos�s would recefve 54,250 grani matchetl by$4,250 in private contnbution; $217,�00 or greater eligible project cosls would receive the mapmum$10,O�Q granL) Grant Specific Contlitions: • Reimbursement is for archdecNral antl engineering fees, feasi6iliry stutlies, enviwnmental assessmerrfs or other relatetl soft costs. � Relmbursable expendiNres musl6e documen�ed. • Ovmer!tlevelopertees are no�pem�itled as reimbursable ezpentldu2s • The grdnt shall not exceetl ten percen�(10%)of total pmjecl cosls_ • Grants will be disbursetl upon completion of Me projecl al a rate af$0 50 for each$1 00 af Qualifietl cosis. Approval Process: 1. Deslgn review by the CiTy Planning DeparNient antl/arthe Histanral Preservalion Cammluion is required for e�Renorvrork an ihe praject. 2. G2nt applications will be rehex2tl by City staff Review Commhtee and appmvetl by the CRy Mana9er. 3. 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( �i��mF�-� az gk �� ''�. --�1= �� , ! , 8 ; _ - ; 0 � �� ` 41 I�; �'. � � �� :� �r, s ;,��c: -l� ...s.... ��I� �� 56 x+-: y �:n t r STATE OF IOWA {SS: CITYOFDUBUQUE, scr`ipe�th�reir�it�o-ord�r � , IOWp to c,arry out Yh� pu7 OFFICIAL NOTICE i pose"s�an��ob��;�,tives�P- i DUBUQUE COUNTY NOT�CEo�AP�B�� the Urbari 'ReYfe��l'"' � HEpRING` OF� THE' Plan for the Greater ��TY COUNCIL 'OF Downtown Urlaan Re- +: THE �C1TY OF;DUBU- newa� DistricY,consist- '� ,�Q�� OW�1, ON THE� ing of the funding of � b1�PR,�1��4,L OF THE ,economic development CERTIFICATION OF PUBLICATION Fi�'T ��ENOEMENT� 9rants to s000.;�ackson, ; � , �'O' DEVELOPMENT LC, under. the terms>i ' 'AGREEMENT BE• and conditions of said " 3 'rWEEN THE CITY OF Development 'Agree-'` j DUBUQUE,AND 3000. ment,as amended,and 9 JACKSON,LC INCWD- the Urban 'Renewal �NG 1"�1� PROPOSED i plan for the. Greater I, Suzanne Pil�e, a Billin Clerk for Woodward' puTHoqiz�►T,Q� oF. g URBAt� ;; RENEVI(AL 1 DewaltD stri tr The ag- I Communications, Inc., an Iowa corporation, publisher T� IHCREMENT��RE- i gregate amount of the � �VENUEOBL(C,pTIp,Ng , Urban Renewal<Tax In- of the Telegraph Herald, a newspaper of general ��uB�I��,`�o�ric��S , �rement Re�enue, �e��by 9i�,eT��kha�,y{F(g�� Granf Obli atiohs can-.' circulation published in the City of Dubuque, COlillty r city�counc�l ot the city_: not-be de ermined at II of',bub�c�ue`lowa, will ' � of Dubu ue and State of Iowa; hereb certif that the hold a . ublic•, hearin"., the present time but is ' q y y p g not expected to exceed ', �N attached notice was ublished in said news a er on the °n tne 1'tn day of $Z 575,o3z p p p June Z01�9x at 6:00 p.m:� qt.#he meeti�g, the-i ij followin dates: in ,the ,city council i .city council wiu re- I �� g Chambers,af the His-I `ceive oral and written i �� tqYrc Federal� Building, - �� 350; W 6th St Dubu- objections from any 'I June 7, 2019, que lowa, :at �which- resident or property , �meeting flie City Co,un�- 01A'ner.of said City to I� 'cil propose"s to take ac�! the above actiort.After � aT1C� fOT WI11C11 tlle C111Tge 1S $43.47 ' ;tiqn; on the; author-',' all ob�ections; have.j I �iz�,'tioq a�rd �xecu�ion'� been received and con- ' � '��f ;the First: Amend=� sidered,the City Coun- , � rrient $o D��ieloprrienC- cil.may at this meeting ' `� '"A9�pem�ent�t'�fid on,�he: or at any adjournment iss�anc"e 4rF.additional;� thereofi approve the . 1� � First Amendme�'t t6 ' economic develppment �. Subscribed to before me a Notar Public in and for 9ran.ts (Urban;Renewal Development Aqree- � � y Tax;Increment Revenue �ment, `and authorize., Grant Obli such Tax Increment i Dubuque County, IOWa, gations) de-: Revenue Grant Obliga- I' tions; or abandon the proposal. By order of ; � t111S �� day of ,,4,/�..�2.�-� � 2Q�, the City Council said- hearing and appeals,. ' therefrom shall be held � in accordartce with and- � governed"by the"provi- i �� sions of Section 403.9 of the Code of lowa. �� Copies.of supporting Notary P ic in and for Dubuque 11ty, IOWa. documents for the pub- � �ic hearings are o:n file � in the ,City,Clerks Of- � fice, City Hall,�'50 W.' 13th St:, DUbuque, I, lowa, and may;,be : li ��-r��`�(�,� vieived tluring normal ' �*,�,�,a s� �q{�Y K ,�� working hours. � � .�Y ��,��{q��r��pr Written comments re- garding the abovepub- '; ";r�vu PJIY CQfilmiS51UC1�Xp.��b.��2Q lic heacin9s ,maY be ; � �........v-�---m�-- submitted to the;City , ` 'Clerks Office, 50: W. ' � , 13th St., Dubuque, IA 52001, on or before ' said time of, public ' � hearing. At said time and place of public' ° , hearirig5 all intefested". citizens and ,parties will be'given an oppor- _tunity to be heard'for:. or againstsaid propos-- al. Indivitluals with Jiinit- ;', ed English proficiency, i vision, hearing , or � speech 'impairments ; requiring special assis- tance should ,contact ' the City Clerk's Office at (563) 589-4100 :or TDD (563)690-6678 as.: soon as feasible. ' This notice is given by ', order of'the City Coun- cil of the City of ' Dubuque;:lowa,as pra.` vided-by Chapter 403 oi ', the Code.oflo�ra. rDated this 7th day of , June 2019.' �,s.. �I�e�in S.Firnstahl ' � �C�y-ClerkofDubuqUe, ' �� , lowa`�� it,6/7 �