I-JOBS Affordable Housing Program AwardMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: I -Jobs Affordable Housing Program Award
DATE: March 26, 2010
Dubuque
An- AmdlcaCity
1 '
2007
As part of the strategy to promote homeownership in the Washington Neighborhood, the
Housing Department applied to Iowa Finance Authority (IFA) for I -Jobs Program funding
to assist in the conversion of the Historic Washington Row Houses located on
Washington Street. An award of $240,000 has been approved. These funds will be
used as part of a $700,000 budget to acquire the six rowhouse apartments, perform an
historic rehabilitation in accordance with HUD requirements and re -sell the units as
owner - occupied homes to income - qualifying households. The target price for
completed town homes is $80,000.
Housing and Community Development Department Director David Harris recommends
City Council approval of the contract with the Iowa Finance Authority for the $240,000
funding award.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
1 / / . I
Mich el
C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David Harris, Housing and Community Development Department Director
Masterpiece on the Mississippi
TO: Michael Milligen, City Manager
FROM: David H r Housing and Community Development Department
ty
SUBJECT: I -Jobs Affordable Housing Program Award
DATE: 25 March 10
Dubuque
AFAmeaicaCfty
1
2007
Introduction
The purpose of this memorandum is to request the City Council to authorize the Mayor's
signature on the attached contract from the Iowa Finance Authority (IFA.)
Discussion
As part of the strategy to promote homeownership in the Washington Neighborhood, the
Housing Department applied to IFA for I -Jobs Program funding to assist in the
conversion of the Historic Washington Row Houses located on Washington Street. An
award of $240 000 has been approved. These funds will be used as part of a $700 000
budget to acquire the six rowhouse apartments, perform an historic rehabilitation in
accordance with HUD requirements and re -sell the units as owner - occupied homes to
income - qualifying households. The target price for completed town homes is $80 000.
An RFP for interested developers has been issued. An interdepartmental committee of
City staff will be assembled to review proposals received and select a developer to
acquire, rehab and re -sell the units as outlined in the IFA grant application. Other funds
to be used in this project include Ian IFA OurHome construction loan and City CDBG
funding.
Action Step
The action requested of the City Council is to approve the attached IFA contract for the
$240 000 funding award.
Project #: IJH -26
Grantee Name: City of Dubuque
I -JOBS
AFFORDABLE HOUSING ASSISTANCE GRANT FUND
IOWA FINANCE AUTHORITY
Iowa Finance Authority
I N V E S T I N G I N H O M E A N D C O M M U N I T Y
GRANT AGREEMENT
TABLE OF CONTENTS
This Table of Contents is not a part of this Grant Agreement and is only for convenience of
reference.
ARTICLE I - AMOUNT AND TERMS OF THE GRANT
The Grant 2
Making the Grant 2
Disbursement and Use of Proceeds 2
Obligation to Repay Grant Upon Certain Events of Default 2
ARTICLE II - CONDITIONS OF THE GRANT
SECTION 2.01. Conditions Precedent to the Grant 3
SECTION 2.02. Further Conditions Precedent to the Grant 3
ARTICLE III - REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 3.01. Representations and Warranties of the Grantee 3
SECTION 3.02. Covenants of the Grantee 5
SECTION 3.03. Accounts, Records and Reports 7
ARTICLE IV - EVENTS OF DEFAULT
SECTION 4.01. Events of Default 8
SECTION 4.02. Remedies After an Event of Default 9
ARTICLE V - MISCELLANEOUS
SECTION 5.01. Waivers, Consents 9
SECTION 5.02. Notices, Etc. 10
SECTION 5.03. No Waiver; Remedies 10
SECTION 5.04. Indemnity; Fees and Expenses 10
SECTION 5.05. Binding Effect; Governing Law 11
SECTION 5.06. Assignments 11
SECTION 5.07. Counterparts 11
SECTION 5.08. Severability 11
SECTION 5.09. Amendments, Changes and Modifications 12
SECTION 5.10. Term of the Agreement 12
SECTION 1.01.
SECTION 1.02.
SECTION 1.03
SECTION 1.04.
EXHIIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
Grant Data
Project Budget
Activity Status Report
Financial Report
Addresses for Notices and Demands
Payment Request Form
Certificate Regarding Expenditures
-i-
This GRANT AGREEMENT, dated as of the date indicated in Exhibit A attached hereto, which
by this reference is made a part hereof, between the Iowa Finance Authority (the "Authority ") and the
City of Dubuque (hereinafter the "Grantee").
WITNESSETH:
WHEREAS, the Authority is a public instrumentality and agency of the State of Iowa authorized
and empowered by the provisions of Chapter e of decent, safe, and (the
for low— assist in the development and maintenance and
n
moderate — income families; and
WHEREAS, the Affordable Housing Assistance Grant Fund program (the "Program ") has been
created within the Authority to provide financial assistance for certain specified uses, in accordance
with the Iowa JOBS program created by 2009 Iowa Acts, Senate File 376 (creating new Iowa Code
section 16.187) and rules promulgated by the Authority
r and set forth in the Iowa the Affordable Housing Assistance Administrative
Grant
Code 265 — Chapter 35, including the Allocation Plan
Fund Dated June 2009 (collectively, the "Rules "); and
WHEREAS, the Grantee desires to receive monies pursuant to the Program in order to finance a
portion of the costs of the Project described in Exhibit A attached hereto (the "Project "); and
WHEREAS, the Grantee has applied for and received approval for funding through the Program
NOW THEREFORE, for and in consideration of the premises and the respective covenants,
agreements and representations hereinafter contained, the Grantee and the Authority hereby agree as
follows:
ARTICLE I
AMOUNT AND TERMS OF THE GRANT
SECTION 1.01. The Grant to make
e
The Authority agrees, upon the terms and conditions not to exceed set
he amount hown in Exhibit
Grantee under the Program (the "Grant ") in an
hereto in order to fmance a portion of the costs of the Project.
SECTION 1.02. Making the Grant.
Upon fulfillment of the applicable conditions set forth in Article II, the Authority will make the
Grant available to the Grantee from time to time, subject to the provisions of Section 1.03.
SECTION 1.03. Disbursement and Use of Proceeds.
(a) Disbursements of grant proceeds may be made by the Authority to the Grantee,
following compliance by the Grantee with any Special Conditions as set forth in Exhibit A required
to be satisfied prior to disbursement of Grant proceeds, upon the receipt and approval by the
Authority, in its sole discretion, of a written payment request from the Grantee, in the form set out in
Exhibit F attached hereto, for the purpose of financing that portion of the Project to be financed by
the Grant, as described in the Project Budget attached hereto as Exhibit B (the "Qualified Costs "),
but only if such costs were paid or incurred subsequent to the Date of Application Approval by the
Authority as shown in Exhibit A hereto or, if incurred prior to such date, only if such costs have been
approved in writing by the Authority.
(b) The Grantee shall submit to the Authority such supporting evidence as may be
reasonably requested by the Authority to substantiate all payments which are to be made out of any
requisition and/or to substantiate all payments then made with respect to the Project.
SECTION 1.04. Obligation to Repay Grant Upon Certain Events of Default.
Upon the occurrence of an Event of Default under paragraphs (a) or (b) of Section 4.01 hereof,
the Authority may demand repayment of all or a portion of Grant proceeds disbursed hereunder.
Grantee understands and agrees that the Grant is made in consideration of Grantee's covenants and
warranties with respect to the Project and for the purpose of providing housing benefits for low -
income families, and that upon violation of such covenants or warranties, Grantee is obligated to
immediately repay such amounts as are determined by the Authority to have been received by
Grantee without fulfillment of Grantee's obligations with respect to such proceeds, up to the full
amount of Grant proceeds which have been disbursed hereunder. Grantee agrees to pay to the
Authority the amount specified in a written demand for repayment from the Authority, with interest
on such amount at ten percent (10 %) from the date of such written demand until paid.
2
ARTICLE II
CONDITIONS OF THE GRANT
SECTION 2.01. Conditions Precedent to the Grant.
The obligation and agreement of the Authority to make the Grant is subject to the conditions
precedent that the Authority shall have received on or before the date of the Grant the following, in
form and substance satisfactory to the Authority:
(a) Evidence that the Local Contributing Effort is available to Grantee in the form and amount
specified in Exhibit A hereto;
(b) Evidence that the Grantee has complied with any and all Special Conditions as set forth in
Exhibit A required to be satisfied prior to Grant closing;
(c) A completed and fully executed Certificate Regarding Expenditures, in the form attached
hereto as Exhibit G, as such form may be revised by the Authority form time to time; and
(d) Such other certificates, opinions, documents, and instruments, which the Authority may
request.
SECTION 2.02 Further Conditions Precedent to the Grant
The obligation of the Authority to make the Grant shall be subject to the further conditions
precedent that on the date of the Grant the following statements shall be true:
(a) The representations and warranties contained in Section 3.01 of this Agreement, the
covenants contained in Section 3.02 of this Agreement, and all representations and certifications
contained in the Application are correct on and as of the date of the Grant as though made on and as
of such date; and
(b) No event has occurred and is continuing, or would result from the Grant, which constitutes
an Event of Default but for the requirement that notice be given or time elapse or both.
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 3.01. Representations and Warranties of the Grantee.
The Grantee represents and warrants as follows:
3
(a) All necessary authorizations or approvals or other actions by, or filings with, any
governmental authority or regulatory body that may be required for the due execution, delivery and
performance by the Grantee of this Agreement and other documents and agreements required to be
delivered by the Grantee pursuant to this Agreement, have been obtained by the Grantee;
(b) This Agreement and other documents and agreements required by this Agreement when
delivered hereunder are and will be, legal, valid and binding obligations of the Grantee enforceable
against the Grantee in accordance with their respective terms;
(c) Neither the execution, delivery or performance of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions
of this Agreement conflicts with or results in a breach of any of the terms, conditions or provisions of
any restriction in any organizational document or any agreement or instrument to which the Grantee
is now a party or by which the Grantee is bound, or constitutes a default under any of the forgoing;
(d) The estimated cost of the Project is set forth in Exhibit B hereto and has been determined
in accordance with generally accepted accounting principles and all of the proceeds of the Grant will
be used to finance that portion of the cost of the Project specified to be financed under the Program,
as set forth in Exhibit B, and no part of the proceeds of the Grant will be used to finance ineligible
costs, within the meaning of the Rules;
(e) There is no litigation or proceeding pending or, to the knowledge of the Grantee, threatened
against the Grantee affecting in any manner whatsoever the right of the Grantee to execute this
Agreement or the other agreements required to be executed by the Grantee under this Agreement, or
the ability of the Grantee to comply with the Grantee's obligations contained herein or therein;
(f) The Grantee agrees that the Authority shall have no responsibility nor incur any expense
for maintenance or preservation of the Project or for the payment of any taxes, assessments or other
governmental charges assessed or levied with respect to the Project;
(g) The certifications and representations of the Grantee and other information contained in the
Application were true and correct as of the date made and are true and correct on the date hereof,
except as information in the Application may have been amended with the written approval of the
Authority;
(h) There has been no adverse change since the date of the Application in the financial
condition, organization, operation, business prospects, fixed assets, or key personnel of the Grantee;
(i) No payment of any bonus or commission has been made by the Grantee for the purpose of
obtaining approval of the Application, or has or will be made for the purpose of obtaining approval
of applications for additional assistance, or any other approval or concurrence of the Authority
required under this Agreement or the Rules; provided, however, that reasonable fees for bonafide
technical, consultant, managerial or other such services, other than actual solicitation are not hereby
prohibited if otherwise eligible as Qualified Costs.
4
(j) No officer, member, or employee of the Authority and no members of its board, and no
other public official of the governing body of the locality or localities in which the Project is situated
who exercises any functions or responsibilities d in the rev relating or approval o of the en d whi r c h nng or
carrying out of this Project, has participated in any partnership or association in which he is
his personal interest or the interest of any corporation, p p�
directly or indirectly interested or has any personal or financial interest, direct or indirect, in this
Agreement or the proceeds of the Grant.
SECTION 3.02. Covenants of the Grantee.
The Grantee covenants as follows:
(a) Grantee will commence work on the Project no later than the Commencement Date set
in
forth in Exhibit A, and will complete the Project on or such Completion
Completion
Exhibit A, provided that, at the request of the Grantee, upon written approval royal of such modification
Date may be modified, in the discretion of the Authority, up
by the Executive Director of the Authority or designee.
(b) Grantee will complete the Project in accordance with the Project Budget attached hereto as
Exhibit B, provided that, at the request of the Grantee, such Project Budget may be modified, in the
discretion of the Authority, upon written approval of such modifications by the Executive Director of
the Authority or designee.
(c) Grantee will complete the Project in order to provide the benefits described under the
heading "Housing Benefits to Eligible Recipients" in Exhibit A.
(d) Grantee will comply with all Special Conditions as set forth in Exhibit A.
(e) [Reserved.]
(f) If a nonprofit organization, the Grantee agrees that it shall maintain its existence as a
corporation organized under the laws of the State of Iowa and shall not merge or consolidate with
any other entity and shall not transfer or convey all or substantially all of its property, re consolidate s is and
licenses; provided, however, the Grantee may, without violating any provision
with or merge into another entity or permit one or more other entities to consolidate with or merge
into it, or transfer all or substantially all of its assets to another entity, but only on the condition that:
(i) the assignee entity or the entity resulting from or surviving such merger
(if other than the Grantee) or consolidation or the entity to which such
transfer is made expressly assumes in writing and agrees to perform
all of the Grantee' s obligations hereunder;
(ii) the surviving entity shall preserve and keep in full force and effect all
licenses and permits necessary to the proper conduct of its business;
5
(iii) the surviving entity will have a net worth at least equal to the net worth
of the Grantee prior to the merger, consolidation or transfer; and
(iv) the surviving entity will be duly qualified and authorized to conduct
business in the State of Iowa.
(g) Grantee shall not materially change the Project, abandon the Project, or allow the Project to
be seized or operated by others.
(h) Grantee covenants to comply with the provisions of Section 16.9 of the Act and Sections
216.8 and 216.8A of the Iowa Code and with the provisions of the Fair Housing Act, as amended,
which compliance shall include, but not be limited to, the following:
(i) Grantee shall not refuse to rent, or otherwise make unavailable or deny, a
dwelling to any person because of race, creed, color, sex, sexual orientation,
gender identity, familial status, national origin; age, disability or religion;
(ii) Grantee shall not discriminate against any person on the terms, conditions, or
privileges of rental of a dwelling, or in the provision of services or facilities in
connection therewith, because of race, creed, color, sex, sexual orientation, gender
identity, familial status, national origin, age, disability or religion;
(iii) Grantee shall not make or publish any notice, statement or advertisement,
with respect to the rental or availability of a dwelling, that indicates any
preference, limitation or discrimination based on race, color, creed, sex, sexual
orientation, gender identity, familial status, national origin, age, disability or
religion;
(iv) Grantee shall not refuse to permit, at the expense of a disabled person, reasonable
modifications of existing premises to be occupied by such person if such
modifications may be necessary to afford such person full enjoyment of the
premises.
(i) Grantee shall, in all solicitations or advertisements for employees, state that all qualified
applicants will receive consideration for employment without regard to race, color, creed, religion,
sex, sexual orientation, gender identity, national origin, age, or disability.
(j) Grantee shall not discriminate against any qualified employee or applicant for employment
because of race, color, religion, creed, sex, sexual orientation, gender identity, national origin, age or
disability. Grantee agrees to post notice setting forth the provisions of the nondiscrimination clause
in conspicuous places so as to be available to employees.
(k) The Grantee will comply in all material respects with all applicable laws, rules, ordinances,
regulations and orders, such compliance to include, without limitation, paying before the same
6
become delinquent all taxes, assessments and governmental charges imposed upon the Grantee or
upon the Grantee's property except to the extent contested in good faith.
(1) The Project shall recognize during its construction phase the financial contribution made by
the State of Iowa through the Iowa Jobs Program in the form of appropriate signage. directions
format, graphics, and materials of such signs shall be as directed by the Authority, which
may be posted on the www.ijobsiowa.gov web site. The Project may deviate from such directions
only with the written consent of the Authority. Following construction, the Project shall recognize in
by the
a permanent manner reasonably acceptable to the Authority Wri a the ass�steds are to be
State of Iowa through the Iowa Jobs Program, except
The Grantee shall notify the Authority o to commemorate, celebrate, ebra e, or mark the
than ten (10) days prior to any event held by the
groundbreaking, opening, dedication of the Project.
SECTION 3.03. Accounts, Records and Reports.
Grantee covenants to comply with the following accounting, recordkeeping, and reporting
requirements:
(a) The Grantee shall maintain books, records, documents, and other evidence pertaining to all
costs and expenses incurred and revenues received under this Agreement to the extent and
in such detail as will properly reflect all costs, direct and indirect, of labor, materials,
equipment, supplies, services, and other costs and expenses of whatever nature, for which
payment is requisitioned under this Agreement.
(b) At any time during normal business hours and as frequently as is deemed necessary, the
Grantee shall make available to the Authority, its auditor or the State Auditor, for their
examination, all of its records pertaining to all matters covered by this agreement and
uch records,
permit these parties to audit, examine, make conditions of employment, employment, all other
contract, invoices, payrolls, personnel records,
matters in connection with the Grant made under this Agreement.
(c) If requested in writing by the Authority, the Grantee is required to have an audit of the
Project conducted, to include all income and expenditures of Grant proceeds and other
contributions to the Project. This audit may be part of the next regular audit following
Project completion. If required, the audit report shall be submitted to the Authority within
thirty (30) days after audit completion. Audits shall be performed in accordance with
applicable provisions of law and tax codes.
(d) All records pertaining to this Agreement and the Grant shall be retained for a period of
three (3) years beginning with the date upon which the final disbursement under this
Agreement is made. All records shall be retained beyond the three -year period if audit
findings have not been resolved shall retapned for a acquired under this Agreement three-year (3) period after the final
e
disposition of such property.
7
(e) During each year for which any of the Grant proceeds were used, the Grantee shall submit
the following reports to the Authority, at the following times, in form and substance
satisfactory to the Authority:
(1) an Activity Status Report as set forth in Exhibit C attached hereto, due within
10 calendar days of the end of each reporting period; and
(2) a Financial Report, as set forth in Exhibit D attached hereto, due within 10
calendar days of the end of each reporting period.
The Authority may, in its discretion, waive in writing the submission of any one or more of the
above reports for a particular time or period. No waiver of a particular report at a particular time
shall preclude the Authority from subsequently requiring such reports as specified herein.
The Authority reserves the right to require more frequent submission of the reports
specified in paragraph (e) above if, in its opinion, more frequent submissions would help
improve the Project.
(1)
ARTICLE IV
EVENTS OF DEFAULT
SECTION 4.01. Events of Default
The following events each constitute an Event of Default:
(a) Any representation or warranty made by the Grantee under or in connection with this
Agreement shall prove to have been incorrect in any material respect when made and shall not be
made good within thirty (30) days after notice thereof to the Grantee by the Authority; or
(b) The Grantee shall fail to perform or observe any other term, covenant, or agreement
contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after
written notice thereof shall have been given to the Grantee by the Authority; or
(c) The Grantee shall (i) apply for or consent to the appointment of, or the taking of possession
by, a receiver, custodian, trustee or liquidator of all or a substantial part of the Grantee's property, (ii)
admit in writing the Grantee's inability, or be generally unable, to pay the Grantee's debts as they
become due, (iii) make a general assignment for the benefit of the Grantee's creditors, (iv) commence
a voluntary case under the Federal Bankruptcy Laws (as now or hereafter in effect), (v) file a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debts, (vi) acquiesce in writing to, or fail to controvert
in a timely or appropriate manner, any petition filed against the Grantee in an involuntary case under
such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the forgoing; or
8
(d) A case or other proceeding shall be commenced, without the application or consent of the
Grantee, in any court of competent jurisdiction, seeking the liquidation, reorganization, dissolution,
winding up, or composition or readjustment of debts, of the Grantee, the appointment of a trustee,
receiver, custodian, liquidator or the like of the Grantee or of all or any substantial part of its assets,
or any similar action with respect to the Grantee under any laws relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, and such case or proceeding
(other than an involuntary case under the Federal Bankruptcy Laws) shall continue undismissed, or
unstayed and in effect, for a period of sixty (60) days, or in an involuntary case under the Federal
Bankruptcy Laws (as now or hereinafter in effect) an order for relief against the Grantee shall be
entered.
SECTION 4.02. Remedies After an Event of Default.
(a) Upon any occurrence of an Event of Default, the Authority or its agent may:
(1) make no further disbursements under the Grant; and
(2) take whatever action at law or in equity may appear necessary or desirable to
enforce performance and observance of any obligation, agreement or covenant
of the Grantee under this Agreement.
(b) Upon an occurrence of an Event of Default under paragraph (a) or (b) of Section 4.01, the
Authority may:
(1) by written notice to the Grantee, demand repayment from the Grantee, in accordance
with Section 1.04 hereof, of all or a portion of amounts previously disbursed under
the Grant, whereupon such amounts shall become due and payable, without
presentment, demand, protest or further notice of any kind, all of which are expressly
waived by the Grantee; and
(2) take whatever action at law or in equity may appear necessary or desirable to enforce
Grantee's obligation under Section 1.04 to repay all or a portion of the Grant proceeds
and to recover Grant proceeds.
No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any
other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by
statute. Upon the occurrence of an Event of Default and at any time thereafter, the Authority or its
agent may, at its option, exercise any and all of the rights and remedies available to it.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Waivers, Consents.
9
No waiver by the Authority of any default hereunder, nor consent to any departure by the Grantee
from the provisions of this Agreement, shall in any event be
or effective
shall be effective only in the
writing and signed by the Authority and then purpose for which given, and shall not operate as a waiver or
specific instance and for the specific pure
consent with respect to any other default or departure or the same default or departure on a future
occasion.
SECTION 5.02. Notices, Etc.
mailed or
All notices and other communications provided for hereunder or, in party, r t ng a s other
w delivered to the persons and addresses set forth n�n notice to the other parties. All such notices
address as shall be designated by such party in
and communications shall, when mailed or telegraphed, be effective when deposited in the mail or
delivered to the persons respectively, addressed as aforesaid.
SECTION 5.03. No Waiver Remedies.
No failure on the part of the Authority to exercise, and no delay in exercising, any right under this
Agreement shall operate as a waiver thereof; nor shall any hereof or the exercise of any other right.
this Agreement preclude any other or further exercise remedies
The remedies provided in this Agreement are cumulative and not exclusive of any
provided at equity or by law.
SECTION 5.04. Indemnity; Fees and Expenses.
(a) The Grantee will indemnify and save harmless the Authority and its officers and employees
from and against any and all losses, by it or them while it o they safeguard are acting in ood faith its or theirgnterests or
the transactions contemplated by this Agreement or
determine or carry out its or their obligations under this Agreement, or any law or contract applicable
to said transaction;
(b) The Grantee will, upon demand, pay to the Authority the amount of any and all reasonable
luding the vale expenses, including the reasonable fees and expenses agents, which the mayuncur
Ge General Counsel' s time, if any, and of any experts and g ents
connection with (i) the exercise or enforcement of any of the rights of the Authority hereunder, (ii)
the failure by the Grantee to perform or observe any of the provisions hereof, and (iii)
on demand recovery of
any proceeds misappropriated by the Grantee. The Grantee will also pay, upon
any other reasonable expenses of the Authority related to the Project or this financing
(including reasonable attorneys' fees) which are not otherwise expressly required to be paid by the
Grantee under the terms of this Agreement;
(c) The Grantee agrees to pay, as and if applicable, all appraisal fees, survey fees, recording
fees, license and permit fees, insurance premiums, taxes, charges, and assessments in connection
with the Project.
10
It is the intention of the parties that the Authority shall not incur pecuniary liability by reason of
required
the terms of this Agreement, (ii) the undertaking s q uired act of the Authority hereunder, (iii) the
r, , requested of any act required of it by this Agreement or (iv) the performance of any ct reqed
employed st st or
serving it by the Grantee. Accordingly, if the Authority e Authority, such per son ons hereinafter included in all
servg as an officer or a member of liability, then in such
references to the Authority in this Section) d hold harmless the Authority against pecuniary claims y or on behalf
event the Grantee shall indemnify and
any person, firm or corporation, arising out of the same, and
on or all
proceeding brought thereoneT
connection with any such claim or in conn es tt hat the Authority shall not be liable for, and agrees to
Grantee releases the Authority from, agrees
and hold the Authority harmless from, (i) any liability for any loss or damage to property
or any injury to, or death of, any person that may be occasioned by any cause whatsoever pertaining
to the Project, or (ii) any liabilities, losses or damages, its or covenants contained sing n o this Agr
or claimed failure of the Grantee to comply with and hold the
including, in each such case, any attorneys' fees. The Grantee agrees to indemnify
Authority harmless to the fullest extent permitted incurred by los them as thee case be sin
( including attorneys' fees), judgments and liabilities
connection with any action, suit or proceeding instituted or threatened in connection with the
transaction contemplated by this Agreement. The obligation of the Grantee under this Section shall
survive the termination of this Agreement.
SECTION 5.05. Binding Effect; Governing Law.
ority
This Agreement shall be binding upon and inure to the benefit
antee of
hall not the righto a sign
and their respective successors and assigns, except that the
its rights hereunder or any interest herein without the prior �w ho consent l of the he thority. Iowa.
Agreement shall be governed by, and construed in accordance
SECTION 5.06 Assignments,
This Agreement may not be assigned by the Grantee without the prior written consent of the
Authority.
SECTION 5.07. Counterparts.
This Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall be an original, and such counterparts shall together constitute one and
the same instrument.
SECTION 5.08. Severability
If any provision of this Agreement shall be held or deemed to be or shall, in fact, be illegal,
inoperative or unenforceable, the same shall not affect any other provision or provisions herein
contained or render the same invalid, inoperative, or unenforceable to any extent whatever.
11
SECTION 5.09. Amendments Chan es and Modifications.
Except as provided in Section 3.02(a) and (b), this Agreement may not be effectively amended,
f the authorized
changed, modified, altered or terminated without the Director f the Authority, designee, is the
representatives of the parties hereto. The Exec h u e l Authorized Representative of the Grantee is as
authorized representative of the Authority. �,
specified in Exhibit A.
SECTION 5.10. Term of the Agreement.
This Agreement shall be in full force and effect from the date hereof and shall continue in effect
until March 31, 2012.
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date indicated in E_ hereto.
(SEAL, if any)
(SEAL)
CITY OF DUBUQUE
By:
Title: Roy D. Buol. Mayor
IOWA FINANCE AUTHORITY
By:
Joseph O'Hern, Executive Director
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