Agreement with Affordable Housing Network Inc (AHNI) for Re-Development of Bishop Block, 90 Main Street_InitiateCopyrighted
May 3, 2021
City of Dubuque Items to be set for Public Hearing # 1.
City Council Meeting
ITEM TITLE: Agreement with Affordable Housing Network Inc (AHNI)for Re -
Development of Bishop Block, 90 Main Street
SUMMARY: City Manager recommending the City Council set a public hearing for
May 17, 2021 on a Development Agreement with Affordable Housing
Network Inc (AHNI)for the re -development of Bishop Block, 90 Main
Street.
RESOLUTION Intent to dispose of an interest in City of Dubuque real
estate pursuant to a Development Agreement with Affordable Housing
Network, Inc. providing for the release of a mortgage and setting a time
and place for hearing and providing for the publication of notice thereof
SUGGESTED Receive and File; Adopt Resolution(s), Set Public Hearing for May 17,
DISPOSITION: 2021 Suggested Disposition:
ATTACHMENTS:
Description
Affordable Housing Network Agreement for
Redevelopment of Bishop Block-MVM Memo
Staff Memo
Resolution Setting Public Hearing
Development Agreement
Public Notice of Hearing
Type
City Manager Memo
Staff Memo
Resolutions
Supporting Documentation
Supporting Documentation
THE CITY OF
DUB E-E
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Agreement with Affordable Housing Network Inc (AHNI) for Re -
Development of Bishop Block, 90 Main Street
DATE: April 27, 2021
Dubuque
All -America Cily
I i
2007.2012.2013
2017*2019
Housing and Community Development Director Alexis Steger recommends the City
Council set a public hearing for May 17, 2021 on a development agreement with
Affordable Housing Network Inc (AHNI) for the re -development of Bishop Block, 90
Main Street.
In March 1999, the City of Dubuque entered into a real estate sale agreement with
Bishop's Block Limited Partnership for $350,000. Bishop's Block Limited Partnership
utilized the City's funding to leverage two HOME fund loans and Low -Income Housing
Tax Credits to re -develop the building into a first -floor commercial space and
residential rental units in the floors above.
The note and mortgage remain unsatisfied, with no payments being made to the City
of Dubuque since the revitalization of the building in 1999. The partnership was also
unable to make payments on the two additional mortgages issues by the Iowa Finance
Authority.
In 2011, the City of Dubuque required audited financials be submitted to evaluate the
ability to pay. The audited financials for December 31, 2011 stated, "These factors
raise substantial doubt about the Partnership's ability to continue as a going concern.
The General Partner will continue to fund operating deficits". Upon review of the
financials, the City of Dubuque recognized the operating deficit will continue without
substantial change in the use of the commercial space. Nothing in the agreements
allowed the City of Dubuque to require market rate rent for the commercial space;
however, the Partnership leased to a new lessee for an additional $250/month in 2011.
The Partnership also decreased on -site manager payroll by 50%.
In this same year, lightning struck the turret, toppling it into the street below. Taking an
additional $10,000 from available revenue for the insurance deductible.
From 2012 to 2015, financial statements continued to show an operating deficit but a
partnership payment in 2014 raised concern, so the City of Dubuque required a budget
be submitted with the financials in 2015 and 2016.
All reviews of the financials determined a net loss for the Partnership, which supported
the claims that payments could not be made on the HOME loans or the loan from the
City of Dubuque.
In 2017, the Partnership requested an extension of the maturity date on the City of
Dubuque note and mortgage. This extension was granted. Each year since, the
Partnership has requested an additional extension.
In 2019, the Iowa Finance Authority reviewed the financials of the Partnership and
determined they would forgive the HOME loan for $240,000. In addition, IFA reduced
the interest rate of the second loan to 0% as long as $1,000 payments were made
each month. This note matures in 2024.
The Low -Income Housing Tax Credit performance period ends in 2025. The project is
in the "extended use period" and IFA will inspect the property in 2022 for continued
compliance.
The City of Dubuque completed a full inspection of the property in 2020, with several
violations noted. Some of the violations have been remedied, but many of the high -
cost items remain. The cost of the items remaining will exceed the value of the City of
Dubuque's original loan with the Partnership of $350,000.
AHNI is a well -established non-profit that partners with Four Oaks and works towards
revitalizing neighborhoods. Not only do they provide the resources for rehabilitation of
dilapidated structures, but they provide wraparound services for those residing in the
structures.
AHNI has entered into a purchase agreement with Bishop's Block Limited Partnership to
purchase 90 Main Street. The City of Dubuque supports this change of ownership for
the well-being of the structure and the neighborhood. AHNI will not require partnership
payments and expensive management fees. They are well -versed in the management
of multi -unit spaces that include commercial areas, and as the State of Iowa's only
Community Housing Development Organization, AHNI is able to continue the Low -
Income Housing Tax Credit performance period as required by the Iowa Finance
Authority.
The City's agreement with AHNI requires significant capital investment in an amount
greater than the current note and mortgage with Bishop's Block Limited Partnership.
Once the capital investment is realized, the agreement between the City of Dubuque
and AHNI is fully satisfied and the loan and mortgage will be fully forgiven.
I
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Alexis M. Steger, Housing and Community Development Director
3
THE CITY OF
DuB E
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Alexis M. Steger, Housing & Community Development Director
DATE: April 27, 2021
RE: Agreement with Affordable Housing Network Inc (AHNI) for Re -
Development of Bishop Block, 90 Main Street
Dubuque
All•Ilre�ies ph
2007.2012
2013.2017
Background
In March 1999, the City of Dubuque entered into a real estate sale agreement with
Bishop's Block Limited Partnership for $350,000. Bishop's Block Limited Partnership
utilized the City's funding to leverage two HOME fund loans and Low -Income Housing
Tax Credits to re -develop the building into a first floor commercial space and
residential rental units in the floors above.
The note and mortgage remain unsatisfied, with no payments being made to the City
of Dubuque since the revitalization of the building in 1999. The partnership was also
unable to make payments on the two additional mortgages issues by the Iowa Finance
Authority.
In 2011, the City of Dubuque required audited financials be submitted to evaluate the
ability to pay. The audited financials for December 31, 2011 stated, "These factors
raise substantial doubt about the Partnership's ability to continue as a going concern.
The General Partner will continue to fund operating deficits". Upon review of the
financials, the City of Dubuque recognized the operating deficit will continue without
substantial change in the use of the commercial space. Nothing in the agreements
allowed the City of Dubuque to require market rate rent for the commercial space;
however, the Partnership leased to a new lessee for an additional $250/month in 2011.
The partnership also decreased on -site manager payroll by 50%.
In this same year, lightning struck the turret, toppling it into the street below. Taking an
additional $10,000 from available revenue for the insurance deductible.
From 2012 to 2015, financial statements continued to show an operating deficit but a
partnership payment in 2014 raised concern, so the City of Dubuque required a budget
be submitted with the financials in 2015 and 2016.
All reviews of the financials determined a net loss for the Partnership, which supported
the claims that payments could not be made on the HOME loans or the loan from the
City of Dubuque.
In 2017, the Partnership requested an extension of the maturity date on the City of
Dubuque note and mortgage. This extension was granted. Each year since, the
Partnership has requested an additional extension.
In 2019, the Iowa Finance Authority reviewed the financials of the Partnership and
determined they would forgive the HOME loan for $240,000. In addition, IFA reduced
the interest rate of the second loan to 0% as long as $1,000 payments were made
each month. This note matures in 2024.
The Low -Income Housing Tax Credit performance period ends in 2025. The project is
in the "extended use period" and IFA will inspect the property in 2022 for continued
compliance.
The City of Dubuque completed a full inspection of the property in 2020, with several
violations noted. Some of the violations have been remedied, but many of the high cost
items remain. The cost of the items remaining will exceed the value of the City of
Dubuque's original loan with the Partnership of $350,000.
Discussion
The Affordable Housing Network Inc (AHNI) is a well -established non-profit that
partners with Four Oaks and works towards revitalizing neighborhoods. Not only do they
provide the resources for rehabilitation of dilapidated structures, but they provide wrap-
around services for those residing in the structures.
AHNI has entered into a purchase agreement with Bishop's Block Limited Partnership to
purchase 90 Main Street. The City of Dubuque supports this change of ownership for
the well-being of the structure and the neighborhood. AHNI will not require partnership
payments and expensive management fees. They are well -versed in the management
of multi -unit spaces that include commercial areas, and as the State of Iowa's only
Community Housing Development Organization, AHNI is able to continue the Low -
Income Housing Tax Credit performance period as required by the Iowa Finance
Authority.
The City's agreement with AHNI requires significant capital investment in an amount
greater than the current note and mortgage with Bishop's Block Limited Partnership.
Once the capital investment is realized, the agreement between the City of Dubuque
and AHNI is fully satisfied and the loan and mortgage will be fully forgiven.
Recommendation
respectfully request the City Council set a public hearing on May 17t", 2021 to solicit
input for a development agreement between the City of Dubuque and Affordable
Housing Network Inc to re -develop 90 Main Street.
I
Prepared by Crenna Brumwell. Esq., 300 Main St., Ste. 330, Dubuque IA 52001-6944, 563-583-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 140-21
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE REAL ESTATE
PURSUANT TO A DEVELOPMENT AGREEMENT WITH AFFORDABLE HOUSING
NETWORK, INC. PROVIDING FOR THE RELEASE OF A MORTGAGE AND SETTING
A TIME AND PLACE FOR HEARING AND PROVIDING FOR THE PUBLICATION OF
NOTICE THEREOF
WHEREAS, Bishop's Block Limited Partnership, an Iowa limited partnership
(Bishop's Block), is the owner of the property at 90 Main Street, Dubuque, Iowa, legally
described as follows:
Lots 1 and 2 of the West Y2 of Block 1 of Dubuque Harbor Co's Addition, in
the City of Dubuque, Iowa, according to the recorded plat thereof, and Lot
531 and the North Y2 of Lot 532 in the City of Dubuque, Iowa, according to
the United States Commissioner's Map of the Town of Dubuque, Iowa
(the Property); and
WHEREAS, the City of Dubuque (City) entered into an Amended and Restated Loan
Agreement (the Loan Agreement) dated March 5, 1999, as amended, with Bishop's Block;
and
WHEREAS, pursuant to the Loan Agreement, City loaned to Bishop's Block
$350,000 secured by a Promissory Note and Mortgage on the Property dated March 5,
1999 filed May 7, 1999, Instrument Number 7663-99, Records of the Dubuque County,
Iowa Recorder; and
WHEREAS, the Note and Mortgage remain unsatisfied; and
WHEREAS, Bishop's Block has entered into a Real Estate Sales Agreement to
sell the Property to Affordable Housing Network, Inc. (AHNI); and
WHEREAS, the Loan Agreement requires City to consent to the sale of the
Property; and
WHEREAS, City and AHNI have tentatively entered into a Development
04292021bal
Agreement with City for to the Property, a copy of which is attached hereto; and
WHEREAS, pursuant to the Development Agreement City agrees to consent to
the sale of the Property, terminate the Loan Agreement, cancel the Note and release the
Mortgage, subject to the terms and conditions set forth in the Development Agreement;
and
WHEREAS, approving the Development Agreement releasing the Mortgage
requires a public hearing; and
WHEREAS, the City Council finds that it is in the best interests of the City of
Dubuque to approve the Development Agreement including the release of the Mortgage.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City Council of City, intends to dispose of City's interest in the
foregoing -described real property pursuant to the proposed Development Agreement
including the release of the Mortgage.
Section 2. The City Clerk is hereby authorized and directed to cause this Resolution
and a Notice to be published as prescribed by Iowa Code § 364.7 of a public hearing on
City's intent to dispose of the foregoing -described real property, to be held on the 17t" day
of May, 2021, at 6:30 o'clock p.m. in the City Council Chambers at the Historic Federal
Building, 350 W. 6t" Street, Dubuque, Iowa
Passed, approved and adopted this 3rd day of May, 2021.
Roy D. ol, Mayor
Attest:
A6�� /�, 44,"Z,
Adrienne N. Breitfelde , City Clerk
04292021bal
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
AFFORDABLE HOUSING NETWORK, INC.
This Development Agreement (Agreement), dated for reference purposes the
day of , 2021, by and between the City of Dubuque, Iowa, an
Iowa municipal corporation (City) and Affordable Housing Network, Inc., an Iowa non-
profit corporation (AHNI).
WHEREAS, Bishop's Block Limited Partnership, an Iowa limited partnership
(Bishop's Block) is the owner of the property at 90 Main Street, Dubuque, Iowa, legally
described as follows:
Lots 1 and 2 of the West '/z of Block 1 of Dubuque Harbor Co's Addition, in
the City of Dubuque, Iowa, according to the recorded plat thereof, and Lot
531 and the North '/2 of Lot 532 in the City of Dubuque, Iowa, according to
the United States Commissioner's Map of the Town of Dubuque, Iowa
(the Property); and
WHEREAS, AHNI has entered into a Real Estate Sale Agreement with Bishop's
Block to purchase the Property; and
WHEREAS, City and Bishop's Block entered into an Amended and Restated
Loan Agreement (the Loan Agreement) dated March 5, 1999, as amended; and
WHEREAS, the Loan Agreement requires City to consent to the sale of the
Property; and
WHEREAS, pursuant to the Loan Agreement, City loaned to Bishop's Block
$350,000 and Bishop's Block evidenced by Amended and Restated Promissory Note
dated March 5, 1999 (the Note) and a Mortgage dated March 5, 1999 filed May 7, 1999,
Instrument Number 7663-99, Records of the Dubuque County, Iowa Recorder (the
Mortgage); and
WHEREAS, the Note and Mortgage remain unsatisfied; and
WHEREAS, AHNI has requested that City consent to the sale of the Property,
terminate the Loan Agreement, cancel the Note and release the Mortgage; and
WHEREAS, the City Council has determined that it is in the best interest of the
City to consent to the sale of the Property, terminate the Loan Agreement, cancel the
Note and release the Mortgage subject to the terms and conditions set forth herein.
04022021 ba10413202I balredline
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
SECTION 1. DEVELOPMENT ACTIVITIES.
1.1 Required Minimum Improvements. AHNI agrees to renovate the building and
certain internal systems thereto, as follows (the Minimum Improvements):
• Replace roof
• Replace water heaters
• Repair radiators and covers
• Rehabilitate all common areas, including stairwells, hallways, lobbies and
community room
all at a cost of not less than $350,000.
All as more particularly depicted and described on the plans and specifications to be
delivered to and approved by City as contemplated in this Agreement.
1.2 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with the Urban
Renewal Plan, Exhibit I, this Agreement, and all applicable state and local laws and
regulations. AHNI shall submit to City, for approval by City, plans, drawings,
specifications, and related documents with respect to the improvements to be
constructed by AHNI on the Property. All work with respect to the Minimum
Improvements shall be in substantial conformity with the Construction Plans approved
by City.
1.3 Timing of Improvements. AHNI hereby agrees that construction of the Minimum
Improvements on the Property shall be commenced on or before December 1, 2021
and shall be substantially completed by December 31, 2024. The time frames for the
performance of these obligations shall be suspended due to unavoidable delays,
meaning delays outside the control of the party claiming its occurrence in good faith,
which are the direct result of strikes, other labor troubles, shut down due to COVID-19,
unusual shortages of materials or labor, unusually severe or prolonged bad weather,
acts of God, fire or other casualty to the Minimum Improvements, litigation commenced
by third parties which, by injunction or other similar judicial action or by the exercise of
reasonable discretion directly results in delays, or acts of any federal, state or local
government which directly result in extraordinary delays. The time for performance of
such obligations shall be extended only for the period of such delay.
1.4 Certificate of Completion. Promptly following the request of AHNI upon
completion of the Minimum Improvements, the City Manager shall furnish AHNI with an
appropriate instrument so certifying. Such certification (the Certificate of Completion)
shall be in the form of Exhibit H and shall be a conclusive determination of the
04022021 ba10413202I balredline
satisfaction and termination of the agreements and covenants in this Agreement with
respect to the obligations of AHNI to construct the Minimum Improvements.
1.5 Conditional AHNI Note and Mortgage. In consideration of the City's obligations
hereunder, AHNI shall, as noted below, at or prior to Closing, execute and deliver to the
City the Note and Mortgage in the forms attached hereto as Exhibit C and Exhibit D,
respectively. The City agrees to hold the Note and Mortgage and shall not seek to
record or enforce in any manner the Note and Mortgage so long as AHNI is in
compliance with the requirements of this Agreement. If there shall be an Event of
Default (as defined below) hereunder, the City shall give AHNI at least sixty (60) days'
written notice of default and opportunity to cure such default before the City shall be
entitled to exercise any of its remedies permitted hereunder including the recording of
the Mortgage or enforcement of the Note or Mortgage. On the Termination Date, the
City agrees that it shall return the original Note and original Mortgage to AHNI for
destruction.
SECTION 2. OBLIGATIONS OF CITY. In consideration for the agreement of AHNI to
perform the requirements and obligations set forth here, City shall:
(1) Terminate the Loan Agreement;
(2) Cancel the Note; and
(3) Release the Real Estate Mortgage.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF AHNI. AHNI makes the
following representations and warranties:
A. AHNI is duly organized and validly existing or authorized under the laws of
the State of Iowa and has all requisite power and authority to own and operate its
properties, to carry on its respective business as now conducted and as
presently proposed to be conducted and enter into and perform its obligations
under this Agreement.
B. This Agreement has been duly authorized, executed and delivered by
AHNI, and assuming due authorization, execution and delivery by City, is in full
force and effect and is a valid and legally binding instrument of AHNI 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. AHNI's counsel shall issue legal opinions to the City, at time of
Closing, confirming the representations contained herein, in the form attached
hereto as Exhibit A.
C. The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in
conflict with, or result in a violation or breach of, the terms, conditions or
provisions of the articles of incorporation or the bylaws of AHNI or any
contractual restriction, evidence of indebtedness, agreement or instrument of
whatever nature to which AHNI is now a party or by which it or its property is
04022021 ba10413202 I balredline
bound, or constitute a default under any of the foregoing.
D. There are no actions, suits or proceedings pending or threatened against
or affecting AHNI in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, financial position
or result of operations of AHNI or which affects the validity of the Agreement or
AHNI's ability to perform its obligations under this Agreement.
E. AHNI will perform its obligations under this Agreement in accordance with
the material terms of this Agreement, and all local, state and federal laws and
regulations.
F. AHNI will use good faith 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.
G. This Agreement is contingent upon AHNI obtaining, by May 14, 2021,
commitments for permanent financing for the Development Project and all of its
obligations under this Agreement in an amount sufficient, together with equity
commitments, to successfully complete the requirements of this Agreement and
providing evidence thereof to City.
SECTION 4. CONTINGENCIES; CONDITIONS TO CLOSING. The Agreement and
the closing of the transaction contemplated by this Agreement and all the obligations of
AHNI under this Agreement are contingent upon and subject to fulfillment, on or before
the Closing Date, of the following conditions:
A. AHNI and City shall be in material compliance with all the terms and
provisions of this Agreement.
B. AHNI 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
AHNI has firm financial commitments in an amount sufficient, together with equity
commitments, to complete its obligations.
C. Receipt of an opinion of AHNI in the form attached hereto as Exhibit A.
D. AHNI and Bishop's Block shall have closed on the Real Estate Sale
Agreement, and AHNI shall have acquired title to the Property.
E. City shall have executed the Termination of Amended and Restated Loan
Agreement in the form attached hereto as Exhibit B.
F. AHNI shall have delivered to City the executed Promissory Note attached
hereto as Exhibit C and the Mortgage in the form attached hereto as Exhibit D.
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G. City shall have held all necessary proceedings required by law, including a
public hearing on the termination of the Loan Agreement, cancellation of the
Note, and Release of Real Estate Mortgage, and for the approval of this
Agreement.
SECTION 5. CLOSING. The closing (the Closing) shall take place on the Closing
Date which shall be the 4t" day of June, 2021, or such other date as the parties shall
agree in writing but in no event shall the Closing Date be later than the 15t" day of
June, 2021. In the event the Closing does not take place prior to the 30th day of July,
2021, this Agreement shall be null and void. Consummation of the Closing shall be
deemed an agreement of the parties to this Agreement that the contingencies and
conditions of closing have been satisfied or waived.
SECTION 6. AHNI'S OBLIGATIONS AT CLOSING. At or prior to the Closing date,
AHNI shall:
6.1 AHNI shall have delivered to City evidence that AHNI and Bishop's Block have
closed on the Real Estate Sale Agreement and AHNI has acquired title to the Property.
6.2 AHNI shall have delivered to City the executed Promissory Note attached hereto
as Exhibit C and the Mortgage in the form attached hereto as Exhibit D.
6.3 AHNI shall have delivered to City of an opinion of counsel to AHNI in the form
attached hereto as Exhibit A.
SECTION 7. CITY'S OBLIGATIONS AT CLOSING. At or prior to Closing Date, City
shall:
7.1 City shall have delivered to AHNI the cancelled Note and a Release of Real
Estate Mortgage in the form attached hereto as Exhibit E and Exhibit F.
7.2 City shall have delivered to AHNI an executed Termination of the Amended and
Restated Loan Agreement in the form attached hereto as Exhibit B.
SECTION 8. COVENANTS OF AHNI.
8.1 Insurance.
A. AHNI shall obtain and maintain or cause to be maintained at all times after
Closing and during the process of constructing the Minimum Improvements (and,
from time to time at the request of City, furnish City with proof of insurance in the
form of a certificate of insurance for each insurance policy):
04022021 ba104132021 balredline
All risk builder's risk insurance, written on a Completed Value Form in
an amount equal to one hundred percent (100%) of the replacement
value when construction is completed.
B. Upon completion of construction of the Minimum Improvements and up to
the Termination Date, AHNI shall maintain, or cause to be maintained, at its cost
and expense (and from time to time at the request of City shall furnish proof of
insurance in the form of a certificate of insurance) all risk property insurance
against loss and/or damage to the Minimum Improvements under an insurance
policy written in an amount not less than the full insurable replacement value of
Minimum Improvements. The term "replacement value" shall mean the actual
replacement cost of 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.
C. AHNI agrees to notify City immediately in the case of damage exceeding
$200,000.00 in amount to, or destruction of, the Minimum Improvements or any
portion thereof resulting from fire or other casualty. The net proceeds of any
such insurance (the Net Proceeds) shall be paid directly to AHNI as its interests
may appear, and unless there has been a total destruction of the existing building
on the Property, AHNI 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, AHNI shall apply the
Net Proceeds of any insurance relating to such damage received by AHNI 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).
Unless there has been a total destruction of the existing building on the Property,
in which case AHNI shall not be required to restore the building or the Minimum
Improvements, AHNI shall complete the repair, reconstruction and restoration of
Minimum Improvements whether or not the Net Proceeds of insurance received
by AHNI for such Purposes are sufficient.
8.2 Preservation of Property. After the Closing and during the term of this
Agreement thereafter, AHNI shall maintain, preserve and keep, or cause others to
maintain, preserve and keep, Minimum Improvements in good repair and working order,
ordinary wear and tear excepted, and from time to time shall make all necessary
repairs, replacements, renewals and additions. Nothing in this Agreement, however,
shall be deemed to alter any agreements between AHNI or any other party including,
without limitation, any agreements between the parties regarding the care and
maintenance of the Property. 8.3. Real Property Taxes. From and after the Closing
Date, AHNI shall pay or cause to be paid, when due and before delinquency, all real
property taxes and assessments payable with respect to all and any parts of the
Property unless AHNI's obligations have been assumed by another person pursuant to
04022021 ba104132021 balredline
the provisions of this Agreement. Nothing in this provision shall prohibit AHNI from
seeking a property tax exemption as to all or a portion of the Property or filing an appeal
or other good faith challenge regarding the property taxes for the Property or Minimum
Improvements as permitted by law.
SECTION 9. NON-DISCRIMINATION. In carrying out the project, AHNI shall not
discriminate against any employee or applicant for employment because of age, color,
familial status, gender identity, marital status, mental/physical disability, national origin,
race, religion/creed, sex, or sexual orientation.
9.1 Conflict of Interest. AHNI agrees that no member, officer or employee of City, or
its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a
position to participate in a decision -making process or gain insider information with
regard to the project, shall have any interest, direct or indirect, in any contract or
subcontract, or the proceeds thereof, for work to be performed in connection with the
project, or in any activity, or benefit therefrom, which is part of this project at any time
during or for a period of six months after such person's tenure. In connection with this
obligation, AHNI 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.
9.2 Non -Transferability. During the Term of this Agreement, this Agreement may not
be assigned by AHNI nor may AHNI sell or otherwise transfer any portion of the
Property without the prior written consent of City, which consent shall not be
unreasonably withheld or delayed.
9.3 Restrictions on Use. AHNI 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:
A. 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 consistent with its current zoning is in full compliance with the Urban
Renewal Plan and AHNI agrees to comply with any amendments to the Urban
Renewal Plan, however, AHNI 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
B. Not discriminate upon the basis of age, color, familial status, gender
identity, marital status, mental/physical disability, national origin, race,
religion/creed, sex, or sexual orientation 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, AHNI shall not have any liability to City to
04022021 ba10413202I balredline
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).
9.4 Release and Indemnification Covenants. AHNI agrees to the following conditions
of release and indemnification, except that each company only agrees to indemnify the
Indemnified Parties (defined below), with respect to the negligence, misrepresentation,
or misconduct of their own respective acts.
A. AHNI releases City and the governing body members, officers, agents,
servants and employees thereof (hereinafter, for purposes of this Section, the
Indemnified Parties) from and covenants and agrees that the Indemnified Parties
shall not be liable for, and except with respect to the negligence,
misrepresentation, or misconduct of the Indemnified Parties, agrees to indemnify,
defend and hold harmless the Indemnified Parties against any loss or damage to
property or any injury to or death of any person occurring at or about or resulting
from any defect in the Minimum Improvements.
B. Except for any negligence, misrepresentation, or misconduct, gross
negligence, willful misrepresentation, or any willful or wanton misconduct, or any
unlawful act of the Indemnified Parties, AHNI agrees to protect and defend the
Indemnified Parties and further agrees to hold the Indemnified Parties harmless
from any claim, demand, suit, action or other proceedings whatsoever by any
person or entity whatsoever arising or purportedly arising from (1) any violation of
any agreement or condition of this Agreement (except with respect to any suit,
action, demand or other proceeding brought by AHNI against City based on an
alleged breach of any representation, warranty or covenant of City under this
Agreement and/or to enforce its rights under this Agreement); or (2) the
acquisition, construction, installation, ownership, and operation of the Minimum
Improvements or (3) the condition of the Property and any hazardous substance
or environmental contamination located in or on the Property, caused and
occurring after AHNI takes possession of the Property.
C. The Indemnified Parties shall not be liable to AHNI for any damage or
injury to the persons or property of AHNI or its officers, agents, servants or
employees or any other person who may be on, in or about the Minimum
Improvements due to any act of negligence of any person, other than any act of
negligence on the part of any such Indemnified Party or its officers, agents,
servants, representatives, or employees.
D. All covenants, stipulations, promises, agreements and obligations of City
contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of City, and not of any governing body member,
officer, agent, servant, representative, or employee of City in their individual
capacity thereof.
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E. The provisions of this Section shall survive the termination of this
Agreement.
9.5 Compliance with Laws. AHNI shall comply with all federal, state, and local laws,
rules and regulations relating to its businesses, other than laws, rules and regulations
for which the failure to comply with or the sanctions and penalties resulting therefrom
would not have a material adverse effect on the business, property, or operations,
financial or otherwise, of AHNI.
SECTION 10. EVENTS OF DEFAULT AND REMEDIES.
10.1 Events of Default Defined. The following shall be "Events of Default" under this
Agreement and the term "Event of Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events:
A. Failure by AHNI to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
B. Failure by AHNI to cause the construction of the Minimum Improvements
to be commenced and completed pursuant to the terms, conditions and
limitations of this Agreement.
C. Transfer of any interest by AHNI in any portion of the Property or the
Minimum Improvements in violation of the provisions of this Agreement.
D. Failure by AHNI to substantially observe or perform any other material
covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
10.2 Remedies on Default by AHNI. Whenever any Event of Default referred to in
Section 10.1 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
AHNI (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 AHNI does not provide assurances to
City that the Event of Default will be cured as soon as reasonably possible thereafter:
A. Until the Closing Date, City may cancel and rescind this Agreement;
B. City may withhold the Certificate of Completion; or
C. City may take any action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments due
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under this Agreement or to enforce performance and observance of any
obligation, agreement, or covenant under this Agreement.
D. City may record the Mortgage.
10.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed
expedient.
10.4 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
10.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in
equity, including an action for declaratory relief or arbitration, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of litigation from the other party. Such
fees and costs of litigation may be set by the court in the trial of such action or 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.
SECTION 11. GENERAL TERMS AND PROVISIONS.
11.1 Notices and Demands. Whenever this Agreement requires or permits any notice
or written request by one party to another, it shall be deemed to have been properly
given if and when delivered in person or three (3) business days after having been
deposited in any U.S. Postal Service and sent by registered or certified mail, postage
prepaid, addressed as follows:
If to AHNI: Affordable Housing Network. Inc.
Attn: Tami Gillmore
5400 Kirkwood Blvd SW
Cedar Rapids, Iowa 52404
Phone: (319) 784-2025
With a copy to: Marty L. Stoll
Shuttleworth & Ingersoll, P.L.C.
115 Third St. SE, Suite 400
P.O. Box 2107
Cedar Rapids, IA 52406-2107
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If to City: City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
With a copy to: City Attorney
City Hall
50 W. 13th Street
Dubuque, Iowa 52001
or at such other address with respect to any party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
11.2 Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of City and AHNI and their respective successors and assigns.
11.3 Force Majeure. A party shall be excused from its obligations under this
Agreement if and to the extent and during such time as the party is prevented, impeded,
or hindered, unable to perform its obligations or is delayed in doing so due to events or
conditions outside of the party's reasonable control and after the party has taken
reasonable steps to avoid or mitigate such event or its consequences (each a "Force
Majeure Event") including, without limitation in any way, as the result of any acts of God,
war, fire, or other casualty, riot, civil unrest, extreme weather conditions, terrorism,
strikes and/or labor disputes, pandemic, epidemic, quarantines, government stay-at-
home orders, municipal and other government orders, or other matter beyond the
control of such party. Upon the occurrence of a Force Majeure Event, the party
incurring such Force Majeure Event will promptly give notice to the other party
identifying the Force Majeure Event, explaining how it impacts performance and the
estimated duration, identifying the relief requested, agreeing to limit damages to the
other party and to immediately resume performance upon termination of the Force
Majeure Event, and agreeing to supplement the notice as more information becomes
available, and thereafter the parties shall meet and confer in good faith in order to
identify a cure of the condition affecting its performance as expeditiously as possible.
No obligation to make a payment required by this Agreement is excused by a Force
Majeure Event. The nonperforming party shall not be entitled to any damages or
additional payments of any kind for any such delay.
11.4 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate upon issuance of the Certificate of Completion to AHNI (the
Termination Date).
11.5 Memorandum of Development Agreement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit G in
the office of the Recorder of Dubuque County, Iowa after the Closing. AHNI shall pay
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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 AHNI has caused
this Agreement to be duly executed.
CITY OF DUBUQUE, IOWA
Roy D. Buol, Mayor
AFFORDABLE HOUSING NETWORK, INC.
By: '&-a �to"L�'
Anne Gruenewald
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LIST OF EXHIBITS
Exhibit A AHNI Opinion of Counsel
Exhibit B Termination Agreement of Loan Agreement
Exhibit C Promissory Note
Exhibit D Mortgage
Exhibit E Cancellation and Termination of Promissory Note
Exhibit F Release of Real Estate Mortgage
Exhibit G Memorandum of Development Agreement
Exhibit H Certificate of Completion
Exhibit I Urban Renewal Plan
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EXHIBIT A
OPINION OF AHNI COUNSEL
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[Shuttleworth & Ingersoll, P.L.C. letterhead]
City of Dubuque, Iowa
Mayor and City Councilmembers
Citx Hall
13t and Central Avenue
Dubuque IA 52001
Re: Development Agreement by and Among the City of Dubuque, Iowa, and Affordable
Housing Network, Inc.
Dear Mayor and City Councilmembers:
We have acted as counsel for Affordable Housing Network, Inc. ("AHNI") in
connection with the execution and delivery of a certain Development Agreement
("Development Agreement") between AHNI and the City of Dubuque, Iowa ("City") dated
for reference purposes the day of , 2021. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Development Agreement.
We have examined 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. Additionally, we have examined originals or copies, certified to
our satisfaction, of such certificates of public officials and officers and representatives of
AHNI, and we have made such inquiries of officers and representatives of AHNI as we
have deemed relevant or necessary, as the basis for the opinions set forth herein.
Collectively, the copies, certificates, and other documents that we have reviewed in
connection with this opinion are herein referred to as the "Documents".
For purposes of this opinion, we have, with your permission, assumed without
independent investigation:
(i) the accuracy and completeness of all facts set forth in all certificates and other
statements, documents, records, and papers reviewed by us, and the accuracy
and completeness of all factual representations, warranties, schedules and
exhibits contained in the Development Agreement, with respect to the factual
matters set forth therein;
(ii) the Documents submitted to us as originals are authentic and the
documents submitted to us as copies conform to the original documents;
(iii) the Development Agreement has been duly and validly authorized,
executed, acknowledged and delivered for value by the City;
(iv) the persons who executed, acknowledged and delivered the Development
Agreement on behalf of the City were duly authorized to do so by the City;
a,
(v) all signatures on the Development Agreement will be genuine;
(vi) the City has all requisite power and authority and have taken all necessary
actions to enter into the Development Agreement and effect the transactions
contemplated by the Development Agreement;
(vii) the Development Agreement and the transactions evidenced thereby are
valid, binding and enforceable against the City to the extent that such validity,
binding effect and enforceability affect the opinions herein expressed;
(viii) each individual executing the Development Agreement had sufficient legal
capacity to execute such documents (provided, however, we have no actual
knowledge that any such individual lacks legal capacity to do so);
(ix) there has not been any mutual mistake of fact, fraud, duress or undue
influence involved in the execution and delivery of the Development Agreement;
(x) all parties to the Development Agreement have complied with any
requirement of good faith, fair dealing and conscionability; and
(xi) AHNI will receive consideration for the execution of the Development
Agreement.
Based on the pertinent law, the foregoing examination and such other inquiries
as we have deemed appropriate, we are of the opinion that:
1. AHNI is an Iowa limited liability company with its principal place of
business at Cedar Rapids, Iowa 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 by AHNI and, assuming due authorization by the City and
execution and delivery by AHNI and the City without unsatisfied conditions or
reservations, express or implied, is in full force and effect and is valid and legally
binding instrument of AHNI 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 and subject to the exceptions set out herein.
2. To our knowledge, the execution, delivery and performance by AHNI of
the Development Agreement and the carrying out of the terms thereof, will not result in
violation of any provision of, or in default under, the articles of incorporation and bylaws
of AHNI, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment,
decree, order, statute, rule, regulation or restriction to which AHNI is a party or by which
AHNI property is bound or subject.
3. To our knowledge, there are no actions, suits or proceedings pending or
threatened against or affecting AHNI in any court or before any arbitrator or before or by
any governmental body in which there is a reasonable possibility of an adverse decision
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which could materially adversely affect the business (present or prospective), financial
position or results of operations of AHNI or which in any manner raises any questions
affecting the validity of the Development Agreement or the ability of AHNI to perform
AHNI's obligations thereunder.
Our opinions expressed above are subject to the following qualifications:
(a) Except as expressly stated herein, we express no opinion and have not
made or undertaken to make any investigation as to title to any collateral under the
Development Agreement or the priority of any lien or security interest created, or
purported to be created, by the Development Agreement.
(b) No opinion is given or expressed, nor should any opinion be inferred or
implied, as to: (i) the financial ability of AHNI under or pursuant to the Development
Agreement to meet or satisfy its obligations thereunder; (ii) the truthfulness,
completeness or accuracy of any applications, reports, plans, documents, financial
statements, or other matters furnished to the City under the Development Agreement or
in conjunction with the transactions contemplated by the Development Agreement, (iii)
the truthfulness, completeness or accuracy of any representation, warranty, certification
or statement by AHNI or the City or any other document or item referred to or described
in the Documents; and (iv) the compliance by AHNI or any other person or entity with
applicable federal and state securities laws and/or regulations in connection with the
transactions evidenced by the Documents.
(c) No opinion is herein expressed as to any issue involving (i) the legal status of
validity of the issuance, sale, purchase, resale or transfer of the Development
Agreement under any securities laws, rules or regulations whether local, county, state
or federal, (ii) ERISA laws or regulations, (iii) federal or state taxation, banking,
securities or "blue sky" laws or regulations; or (iv) the application or compliance with any
anti -fraud statues, rules or regulations of other applicable state or federal anti -fraud law.
As used in this letter, the phrase "to our knowledge" or any similar statement as
to our awareness refers only to the actual current knowledge of those attorneys in this
firm who have given substantive attention to AHNI in connection with the execution by
AHNI of the Development Agreement and the consummation of the transactions
contemplated by the Development Agreement and does not (i) include constructive
notice of matters or information, or (ii) imply that we have undertaken any independent
investigation (a) with any persons outside our firm, or (b) as to the accuracy or
completeness of any factual representation or other information made or furnished in
connection with the transactions contemplated by the Development Agreement.
This opinion letter is delivered upon the express assumption that no amendments
or modifications of which we are unaware have been made to the Documents, after the
last draft submitted to us for our review prior to the issuance of this opinion letter.
This opinion is limited to the internal laws of the State of Iowa. We express no
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opinion as to matters governed by the laws of any other state or jurisdiction.
This opinion is rendered as of the effective date set forth above, and is intended
to apply only to those facts and circumstances that exist as of the date hereof. We
assume no obligation or responsibility to update or supplement this opinion to reflect
any facts or circumstances that may hereafter come to our attention or any changes in
laws that may hereafter occur or to inform the addressee of any change in
circumstances occurring after the date hereof that would alter the opinions rendered
herein.
This opinion may only be relied upon by the addressees hereto and their
respective successors and permitted assigns in such capacities, and by no other person
or entity. This opinion may not be disclosed, quoted, assigned, circulated or furnished
or filed with a governmental agency or otherwise referred to (except to the parties
referred to in the first sentence of this paragraph) without our express written consent.
This opinion is issued solely as an accommodation to our client (i.e. AHNI) and does not
create an attorney -client relationship between this firm and any other person including
but not limited to the addressees.
Very truly yours,
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EXHIBIT B
TERMINATION OF LOAN AGREEMENT
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TERMINATION OF LOAN AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
BISHOP'S BLOCK LIMITED PARTNERTSHIP
This Termination of Loan Agreement, dated for reference purposes the
day of 2021, is made and entered into by the City of Dubuque,
Iowa.
WHEREAS, Bishop's Block Limited Partnership (Bishop's Block), an Iowa limited
partnership (Bishop's Block), is the owner of the property at 90 Main Street, Dubuque,
Iowa (the Property), legal described as follows:
Lots 1 and 2 of the West'/2 of Block 1 of Dubuque Harbor Co's Addition, in the City of
Dubuque, Iowa, according to the recorded plat thereof, and Lot 531 and the North '/2 of
Lot 532 in the City of Dubuque, Iowa, according to the United States Commissioner's
Map of the Town of Dubuque, Iowa; and
WHEREAS, American Affordable Housing Network, Inc. (AHNI) has entered into
a Real Estate Sale Agreement with Bishop's Block to purchase the Property; and
WHEREAS, the City of Dubuque (City) and Bishop's Block entered into an
Amendment and Restated Loan Agreement (the Loan Agreement) dated March 5,
1999, as amended; and
WHEREAS, the Loan Agreement requires City to consent to the sale of the
Property; and
WHEREAS, pursuant to the Loan Agreement, City loaned to Bishop's Block
$350,000 evidenced by an Amended and Restated Promissory Note dated March 5,
1999 (the Note) and a Mortgage dated March 5, 1999 filed May 7, 1999, Instrument
Number 7663-99, Records of the Dubuque County, Iowa Recorder (the Mortgage); and
WHEREAS, the Note and Mortgage remain unsatisfied; and
WHEREAS, AHNI has requested that City consent to the sale of the Property,
terminate the Loan Agreement, cancel the Note and release the Mortgage; and
WHEREAS, the City Council has determined that it is in the best interest of City
to consent to the sale of the Property, terminate the Loan Agreement, cancel the Note
and release the Mortgage subject to the terms and conditions set forth herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Subject to evidence provided to City by AHNI that the Real Estate
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Sale Agreement has closed and that AHNI has taken title to the Property, by not later
than the day of , 2021, City will execute this Termination of
Loan Agreement terminating the Amended and Restated Loan Agreement, cancel the
Amended and Restated Promissory Note, and execute and record the Release of
Mortgage.
Section 2. In the event the condition in Section 1 is not satisfied by the day
of , 2021, this Termination of Loan Agreement shall be void and of no
further force or effect.
CITY OF DUBUQUE, IOWA
Michael C. Van Milligen
City Manager
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EXHIBIT C
PROMISSORY NOTE
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PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, each as principal, jointly and severally,
promise(s) to pay to the order of the City of Dubuque, Iowa at 50 West 131h Street, Dubuque,
Iowa, the sum of DOLLARS with interest thereon from
, payable at the rate of % per
annum until payment hereof as follows:
Interest shall first be deducted from the payment and any balance shall be applied on
principal.
Principal and interest not paid when due shall draw interest at the rate of %
per annum. Upon default in payment of any interest, or any installment of principal, the whole
amount then unpaid shall become immediately due and payable at the option of the holder
without notice. The undersigned, in case of suit on this note, agrees to pay attorney's fees.
Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest
and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and
consent that the time or times of payment of all or any part hereof may be extended after
maturity, from time to time, without notice.
Important. Read Before Signing: The terms of this Agreement should be read
carefully because only those terms in writing are enforceable. No other terms or oral
promises not contained in this written contract may be legally enforced. You may change
the terms of this Agreement only by another written agreement.
signed.
Borrower acknowledges the receipt of a copy of this document at the time it was
Affordable Housing Network, Inc.
Mortgagor
ma
Its
Address: 3000 J Street SW
Cedar Rapids IA 52404
Phone: 319.363.1403
Caveat: This form not to be used for a Consumer Credit Transaction.
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EXHIBIT D
MORTGAGE
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REAL ESTATE MORTGAGE
Recorder's Cover Sheet
Preparer Information: (name, address and phone number)
Barry A. Lindahl, 300 Main Street Suite 330, Dubuque IA 52001
Taxpayer Information: (name and complete address)
Affordable Housing Network, Inc., 3000 J Street SW, Cedar Rapids IA 52404
Return Document To: (name and complete address)
Barry A. Lindahl, 300 Main Street Suite 330, Dubuque IA 52001
Grantors:
Affordable Housing Network, Inc., 3000 J Street SW, Cedar Rapids IA 52404
Grantees:
City of Dubuque IA 52001, 50 West 13th Street, Dubuque IA 52001
Legal Description:
Lots 1 and 2 of the West '/2 of Block 1 of Dubuque Harbor Co's Addition, in the City of
Dubuque, Iowa, according to the recorded plat thereof, and Lot 531 and the North '/2 of Lot 532
in the City of Dubuque, Iowa, according to the United States Commissioner's Map of the Town
of Dubuque, Iowa
Document or instrument number of previously recorded documents: NA
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i r
REAL ESTATE MORTGAGE
l
THIS MORTGAGE is made between Affordable Housing Network, Inc. ("Mortgagors")
and the City of Dubuque, Iowa ("Mortgagee").
I I If this box is checked, this Mortgage is a Purchase Money
Mortgage as defined in the Iowa Code.
1. GRANT OF MORTGAGE AND SECURITY INTEREST. Mortgagors hereby sell,
convey and mortgage unto Mortgagee, and grant a security interest to Mortgagee in the
following described property:
a) LAND AND BUILDINGS. All of Mortgagors' right, title and interest in and to
the following described real estate situated in Dubuque County, Iowa (the
"Land");
Lots 1 and 2 of the West %2 of Block 1 of Dubuque Harbor Co's Addition, in the
City of Dubuque, Iowa, according to the recorded plat thereof, and Lot 531 and
the North '/z of Lot 532 in the City of Dubuque, Iowa, according to the United
States Commissioner's Map of the Town of Dubuque, Iowa
and all buildings, structures and improvements now standing or at any time
hereafter constructed or placed upon the Land (the "Buildings"), including all
hereditament, easements, appurtenances, riparian rights, mineral rights, water
rights, rights in and to the lands lying in streets, alleys and roads adjoining the
land, estates and other rights and interests now or hereafter belonging to or in any
way pertaining to the Land, subject to existing loans and security instruments
recorded as of the date of this Mortgage..
b) PERSONAL PROPERTY. All fixtures and other personal property integrally
belonging to, or hereafter becoming an integral part of the Land or Buildings.
whether attached or detached, including but not limited to, light fixtures, shades,
rods, blinds, Venetian blinds, awnings, storm windows, screens, linoleum, water
softeners, automatic heating and air-conditioning equipment and all proceeds,
products, increase, issue, accessions, attachments, accessories, parts, additions,
repairs. replacements and substitutes of, to, and for the foregoing (the "Personal
Property").
c) REVENUES AND INCOME. All rents, issues, profits, leases, condemnation
awards and insurance proceeds now or hereafter arising from the ownership,
occupancy or use of the Land, Buildings and Personal Property, or any part
thereof (the "Revenues and Income").
TO HAVE AND TO HOLD the Land, Buildings, Personal Property and
Revenues and Income (collectively called the "Mortgaged Property"), together
with all privileges, hereditament thereunto now or hereafter belonging, or in any
way appertaining and the products and proceeds thereof, unto Mortgagee, its
successors and assigns.
2. Obligations. This Mortgage secures the following (hereinafter collectively referred to
as the "Obligations"):
a) The payment of the loan made by Mortgagee to the City of Dubuque, Iowa,
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evidenced by a promissory note dated in the principal
amount of $ with a due date of , any
renewals, extensions, modifications or refinancing thereof and any promissory
notes issued in substitution therefor; and
b) All other obligations of Mortgagors to Mortgagee, now existing or hereafter
arising, whether direct or indirect, contingent or absolute and whether as maker or
surety, including, but not limited to, future advances and amounts advanced and
expenses incurred by Mortgagee pursuant to this Mortgage.
c)
3. REPRESENTATIONS AND WARRANTIES OF MORTGAGORS. Mortgagors
represent, warrant and covenant to Mortgagee that:
(i) Mortgagors hold clear title to the Mortgaged Property and title in fee simple in the
Land;
(ii) Mortgagors have the right, power and authority to execute this Mortgage and to
mortgage, and grant a security interest in the Mortgaged Property;
(iii) the Mortgaged Property is free and clear of all liens and encumbrances, except for
real estate taxes not yet delinquent and except as otherwise stated in subparagraph 1 a.
herein; (iv) Mortgagors will warrant and defend title to the Mortgaged Property and the
lien and priority of this Mortgage against all claims and demands of all persons, whether
now existing or hereafter arising; and
(v) all buildings and improvements now or hereafter located on the Land are, or will be,
located entirely within the boundaries of the Land. (vi) Mortgagor not acting, directly or
indirectly, for or on behalf of any person, group, entity or nation named by any Executive
Order of the United States Treasury Department as a terrorist, "Specially Designated
National and Blocked Person" or any other banned or blocked person, entity, nation or
transaction pursuant to any law, order, rule or regulation that is enforced or administered
by the Office of Foreign Assets Control; and are not engaged in this transaction, directly
or indirectly on behalf of, or instigating or facilitating this transaction, directly or
indirectly on behalf of, any such person, group, entity or nation. Mortgagor hereby
agrees to defend, indemnify and hold harmless the other party from and against any and
all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and
costs) arising from or related to any breach of the foregoing certification.
4. PAYMENT AND PERFORMANCE OF THE OBLIGATIONS. Mortgagors will
pay all amounts payable under the Obligations in accordance with the terms of the
Obligations when and as due and will timely perform all other obligations of Mortgagors
under the Obligations. The provisions of the Obligations are hereby incorporated by
reference into this Mortgage as if fully set forth herein.
5. TAXES. Mortgagors shall pay each installment of all taxes and special assessments of
every kind, now or hereafter levied against the Mortgaged Property before the same
become delinquent, without notice or demand, and shall deliver to Mortgagee proof of
such payment within fifteen (15) days after the date in which such tax or assessment
becomes delinquent.
6. LIENS. Mortgagors shall not create, incur or suffer to exist any lien, encumbrance,
security interest or charge on the Mortgaged Property or any part thereof which might or
could be held to be equal or prior to the lien of this Mortgage, other than the lien of
current real estate taxes and installments of special assessments with respect to which no
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penalty is yet payable, subject to existing loans and security instruments recorded as of
the date of this Mortgage. Mortgagors shall pay, when due, the claims of all persons
supplying labor or materials to or in connection with the Mortgaged Property.
7. COMPLIANCE WITH LAWS. Mortgagors shall comply with all present and future
statutes, laws, rules, orders, regulations and ordinances affecting the Mortgaged Property,
any part thereof or the use thereof.
8. PERMITTED CONTESTS. Mortgagors shall not be required to (i) pay any tax,
assessment or other charge referred to in paragraph 5 hereof, (ii) discharge or remove any
lien, encumbrance or charge referred to in paragraph 6 hereof, or (iii) comply with any
statute, law, rule, regulation or ordinance referred to in paragraph 7 hereof, so long as
mortgagors shall contest, in good faith, the existence, amount or the validity thereof, the
amount of damages caused thereby or the extent of Mortgagors' liability therefor, by
appropriate proceedings which shall operate during the pendency thereof to prevent (A)
the collection of, or other realization upon the tax, assessment, charge or lien,
encumbrances or charge so contested, (B) the sale, forfeiture or loss of the Mortgaged
Property or any part thereof, and (C) any interference with the use or occupancy of the
Mortgaged Property or any part thereof. Mortgagors shall give prompt written notice to
Mortgagee of the commencement of any contest referred to in this paragraph 8.
9. CARE OF PROPERTY. Mortgagors shall take good care of the Mortgaged Property;
shall keep the Buildings and Personal Property now or later placed upon the Mortgaged
Property in good and reasonable repair and shall not injure, destroy or remove either the
Buildings or Personal Property during the term of this Mortgage. Mortgagors shall not
make any material alteration to the Mortgaged Property without the prior written consent
of Mortgagee.
10. INSURANCE.
a) RISKS TO BE INSURED. Mortgagors, at their sole cost and expense, shall
maintain insurance on the Buildings and other improvements now existing or
hereafter erected on the Land and on the Personal Property included in the
Mortgaged Property against loss by fire, extended coverage perils and such other
hazards as Mortgagee may from time to time require, such insurance to have a
"Replacement Cost" endorsement attached thereto, with the amount of the
insurance at least equal to the balance of the Obligations. At Mortgagors' option,
such policy may have a coinsurance clause of not less than 90% of replacement
cost provided the policy contains an appropriate form of cost escalation
endorsement. Mortgagors will at their sole cost and expense, from time to time,
and at any time at the request of Mortgagee, provide Mortgagee with evidence
satisfactory to Mortgagee of the replacement cost of Mortgaged Property.
Mortgagors will maintain such other insurance as Mortgagee may reasonably
require.
b) POLICY PROVISIONS. All insurance policies and renewals thereof maintained
by Mortgagors pursuant to this Mortgage shall be written by an insurance carrier
satisfactory to Mortgagee, be payable to the parties as their interest may appear,
contain a standard or union -type loss payable clause in favor of Mortgagee,
contain an agreement of the insurer that it will not amend, modify or cancel the
policy except after thirty (30) days prior written notice to Mortgagee, and be
reasonably satisfactory to Mortgagee in all other respects.
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c) DELIVERY OF POLICY OR CERTIFICATE. If requested by Mortgagee,
Mortgagors will deliver to Mortgagee original policies satisfactory to Mortgagee
evidencing the insurance which is required under this Mortgage, and Mortgagors
shall promptly furnish to Mortgagee all renewal notices and, upon request of
Mortgagee, evidence of payment thereof. At least ten (10) days prior to the
expiration date of a required policy, Mortgagors shall deliver to Mortgagee a
renewal policy in form satisfactory to Mortgagee.
d) ASSIGNMENT OF POLICY. If the Mortgaged Property is sold at a foreclosure
sale or if Mortgagee shall acquire title to the Mortgaged Property, Mortgagee
shall have all of the right, title and interest of Mortgagors in and to any insurance
policies required hereunder, and the unearned premiums thereon, and in and to the
proceeds thereof resulting from any damage to the Mortgaged Property prior to
such sale or acquisition.
e) NOTICE OF DAMAGE OR DESTRUCTION; ADJUSTING LOSS. If the
Mortgaged Property or any part thereof shall be damaged or destroyed by fire or
other casualty, Mortgagors will, within five (5) calendar days after the occurrence
of such damage or destruction, give written notice thereof to the insurance carrier
and to Mortgagee and will not adjust any damage or loss which is estimated by
Mortgagors in good faith to exceed $25,000 unless Mortgagee shall have joined in
or concurred with such adjustment; but if there has been no adjustment of any
such damage or loss within four (4) months from the date of occurrence thereof
and if an Event of Default shall exist at the end of such four (4) month period or
at any time thereafter, Mortgagee may alone make proof of loss, adjust and
compromise any claim under the policies, and appear in and prosecute any action
arising from such policies. In connection therewith, Mortgagors do hereby
irrevocably authorize, empower and appoint Mortgagee as attorney -in -fact for
Mortgagor (which appointment is coupled with an interest) to do any and all of
the foregoing in the name and on behalf of Mortgagors.
f) APPLICATION OF INSURANCE PROCEEDS. All sums paid under any
insurance policy required by this Mortgage shall be paid to Mortgagee, which
shall, at its option, apply the same (after first deducting therefrom Mortgagee's
expenses incurred in collecting the same including but not limited to reasonable
attorney's fees) to the reduction of the Obligations or to the payment of the
restoration, repair, replacement or rebuilding of Mortgaged Property that is
damaged or destroyed in such manner as Mortgagee shall determine and secondly
to the reduction of the Obligations. Any application of insurance proceeds to
principal of the Obligations shall not extend or postpone the due date of the
installments payable under the Obligations or change the amount of such
installments.
g) REIMBURSEMENT OF MORTGAGEE'S EXPENSES. Mortgagors shall
promptly reimburse Mortgagee upon demand for all of Mortgagee's expenses
incurred in connection with the collection of the insurance proceeds, including but
not limited to reasonable attorneys fees, and all such expenses shall be additional
amounts secured by this Mortgage.
11. INSPECTION. Mortgagee, and its agents, shall have the right at all reasonable times
and after reasonable notice, to enter upon the Mortgaged Property for the purpose of
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inspecting the Mortgaged Property or any part thereof. Mortgagee shall, however, have
no duty to make such inspection. Any inspection of the Mortgaged Property by
Mortgagee shall be entirely for its benefit and Mortgagors shall in no way rely or claim
reliance thereon.
12. PROTECTION OF MORTGAGEE'S SECURITY. Subject to the rights of
Mortgagors under paragraph 8 hereof, if Mortgagors fail to perform any of the covenants
and agreements contained in this Mortgage or if any action or proceeding is commenced
which affects the Mortgaged Property or the interest of the Mortgagee therein, or the title
thereto, then Mortgagee, at Mortgagee's option, may perform such covenants and
agreements, defend against or investigate such action or proceeding, and take such other
action as Mortgagee deems necessary to protect Mortgagee's interest. Any amounts or
expenses disbursed or incurred by Mortgagee in good faith pursuant to this paragraph 12
with interest thereon at the rate of % per annum, shall become an
Obligation of Mortgagors secured by this Mortgage. Such amounts advanced or disbursed
by Mortgagee hereunder shall be immediately due and payable by Mortgagors unless
Mortgagors and Mortgagee agree in writing to other terms of repayment. Mortgagee
shall, at its option, be subrogated to the lien of any mortgage or other lien discharged in
whole or in part by the Obligations or by Mortgagee under the provisions hereof, and any
such subrogation rights shall be additional and cumulative security for this Mortgage.
Nothing contained in this paragraph shall require Mortgagee to incur any expense or do
any act hereunder, and Mortgagee shall not be liable to Mortgagors for any damage or
claims arising out of action taken by Mortgagee pursuant to this paragraph.
13. CONDEMNATION. Mortgagors shall give Mortgagee prompt notice of any action,
actual or threatened, in condemnation or eminent domain and hereby assign, transfer and
set over to Mortgagee the entire proceeds of any award or claim for damages for all or
any part of the Mortgaged Property taken or damaged under the power of eminent
domain or condemnation. Mortgagee is hereby authorized to intervene in any such action
in the names of Mortgagors, to compromise and settle any such action or claim, and to
collect and receive from the condemning authorities and give proper receipts and
acquittances for such proceeds. The remaining proceeds or any part thereof shall be
applied to reduction of that portion of the Obligations then most remotely to be paid,
whether due or not, or to the restoration or repair of the Mortgaged Property, the choice
of application to be solely at the discretion of Mortgagee.
14. FIXTURE FILING. From the date of its recording, this Mortgage shall be effective as
a financing statement filed as a fixture fling with respect to the Personal Property and for
this purpose the name and address of the debtor is the name and address of Mortgagors as
set forth in paragraph 20 herein and the name and address of the secured party is the
name and address of the Mortgagee as set forth in paragraph 20 herein.
15. EVENTS OF DEFAULT. Each of the following occurrences shall constitute an event
of default hereunder ("Event of Default"):
a) Mortgagors shall default in the due observance or performance of or breach its
agreement contained in paragraph 4 hereof or shall default in the due observance
or performance of or breach any other covenant, condition or agreement on its
part to be observed or performed pursuant to the terms of this Mortgage.
b) Mortgagors shall make an assignment for the benefits of its creditors, or a petition
shall be filed by or against Mortgagors under the United States Bankruptcy Code
04022021 ba104132021 balredline
or Mortgagors shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of a material part of its properties or of the
Mortgaged Property or shall not, within thirty (30) days after the appointment of a
trustee, receiver or liquidator of any material part of its properties or of the
Mortgaged Property, seek to have such appointment vacated.
c) A judgment, writ or warrant of attachment or execution, or similar process shall
be entered and become a lien on or be issued or levied against the Mortgaged
Property or any part thereof which is not released, vacated or fully bonded within
thirty (30) days after its entry, issue or levy.
d) An event of default, however defined, shall occur under any other mortgage,
assignment or other security document constituting a lien on the Mortgaged
Property or any part thereof.
16. ACCELERATION; FORECLOSURE. Upon the occurrence of any Event of Default
and at any time thereafter while such Event of Default exists, Mortgagee may, at its
option, after the greater of such notice as may be required by law or thirty days' written
notice, exercise one or more of the following rights and remedies (and any other rights
and remedies available to it):
a) Mortgagee may declare immediately due and payable all Obligations secured by
this Mortgage, and the same shall thereupon be immediately due and payable,
without further notice or demand.
b) Mortgagee shall have and may exercise with respect to the Personal Property, all
the rights and remedies accorded upon default to a secured party under the Iowa
Uniform Commercial Code. If notice to Mortgagors of intended disposition of
such property is required by law in a particular instance, such notice shall be
deemed commercially reasonable if given to Mortgagors at least ten (10) days
prior to the date of intended disposition.
c) Mortgagee may (and is hereby authorized and empowered to) foreclose this
Mortgage in accordance with the law of the State of Iowa, and at any time after
the commencement of an action in foreclosure, or during the period of
redemption, the court having jurisdiction of the case shall at the request of
Mortgagee appoint a receiver to take immediate possession of the Mortgaged
Property and of the Revenues and Income accruing therefrom, and to rent or
cultivate the same as he may deem best for the interest of all parties concerned,
and such receiver shall be liable to account to Mortgagors only for the net profits,
after application of rents, issues and profits upon the costs and expenses of the
receivership and foreclosure and upon the Obligations.
17. REDEMPTION. It is agreed that if this Mortgage covers less than ten (10) acres of
land, and in the event of the foreclosure of this Mortgage and sale of the property by
sheriffs sale in such foreclosure proceedings, the time of one year for redemption from
said sale provided by the statues of the State of Iowa shall be reduced to six (6) months or
reduced to three (3) months if the property is not used for an agricultural purpose as
defined in section 535.13. provided in all cases under this section the Mortgagee, in such
action files an election to waive any deficiency judgment against Mortgagors which may
arise out of the foreclosure proceedings; all to be consistent with the provisions of
Chapter 628 of the Iowa Code. If the redemption period is so reduced, for the first two (2)
months after sale such right of redemption shall be exclusive to the Mortgagor, and the
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time periods in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to
three (3) months.
It is further agreed that the period of redemption after a foreclosure of this
Mortgage shall be reduced to sixty (60) days if all of the three following contingencies
develop: (1) The real estate is less than ten (10) acres in size; (2) the Court finds
affirmatively that the said real estate has been abandoned by the owners and those
persons personally liable under this Mortgage at the time of such foreclosure; and (3)
Mortgagee in such action files an election to waive any deficiency judgment against
Mortgagors or their successors in interest in such action. If the redemption period is so
reduced, Mortgagors or their successors in interest or the owner shall have the exclusive
right to redeem for the first thirty (30) days after such sale, and the time provided for
redemption by creditors as provided in Sections 628.5, 628.15 and 628.16 of the Iowa
Code shall be reduced to forty (40) days. Entry of appearance by pleading or docket entry
by or on behalf of Mortgagors shall be a presumption that the property is not abandoned.
Any such redemption period shall be consistent with all of the provisions of Chapter 628
of the Iowa Code. This paragraph shall not be construed to limit or otherwise affect any
other redemption provisions contained in Chapter 628 of the Iowa Code.
18. ATTORNEYS' FEES. Mortgagors shall pay on demand all costs and expenses
incurred by Mortgagee in enforcing or protecting its rights and remedies hereunder,
including, but not limited to, reasonable attorneys' fees and legal expenses.
19. FORBEARANCE NOT A WAIVER, RIGHTS AND REMEDIES CUMULATIVE.
No delay by Mortgagee in exercising any right or remedy provided herein or otherwise
afforded by law or equity shall be deemed a waiver of or preclude the exercise of such
right or remedy, and no waiver by Mortgagee of any particular provisions of this
Mortgage shall be deemed effective unless in writing signed by Mortgagee. All such
rights and remedies provided for herein or which Mortgagee or the holder of the
Obligations may have otherwise, at law or in equity, shall be distinct, separate and
cumulative and may be exercised concurrently, independently or successively in any
order whatsoever, and as often as the occasion therefor arises.
20. NOTICES. All notices required to be given hereunder shall be in writing and deemed
given when personally delivered or deposited in the United States mail, postage prepaid,
sent certified or registered, addressed as follows:
a) If to Mortgagors, to: Affordable Housing Network, Inc.
3000 J Street SW
Cedar Rapids, Iowa 52404
With a copy to: Marty L. Stoll
Shuttleworth & Ingersoll, P.L.C.
115 Third St. SE, Suite 400
P.O. Box 2107
Cedar Rapids, IA 52406-2107
b) If to Mortgagee, to: City Attorney
City Hall
50 W. 13`" Street
Dubuque, Iowa 52001
or to such other address or person as hereafter designated in writing by the applicable
party in the manner provided in this paragraph for the giving of notices.
04022021 ba104132021 balredline
21. SEVERABILITY. In the event any portion of this Mortgage shall, for any reason, be
held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions
shall not be affected thereby and shall continue to be valid and enforceable and if, for any
reason, a court finds that any provision of this Mortgage is invalid, illegal, or
unenforceable as written, but that by limiting such provision it would become valid, legal
and enforceable then such provision shall be deemed to be written, construed and
enforced as so limited.
22. FURTHER ASSURANCES. At any time and from time to time until payment in full
of the Obligations, Mortgagors will, at the request of Mortgagee, promptly execute and
deliver to Mortgagee such additional instruments as may be reasonably required to
further evidence the lien of this Mortgage and to further protect the security interest of
Mortgagee with respect to the Mortgaged Property, including, but not limited to,
additional security agreements, financing statements and continuation statements. Any
expenses incurred by Mortgagee in connection with the recordation of any such
instruments shall become additional Obligations of Mortgagors secured by this Mortgage.
Such amounts shall be immediately due and payable by Mortgagors to Mortgagee.
23. SUCCESSORS AND ASSIGNS BOUND; NUMBER; GENDER; AGENTS;
CAPTIONS. The rights, covenants and agreements contained herein shall be binding
upon and inure to the benefit of the respective legal representatives, successors and
assigns of the parties. Words and phrases contained herein, including acknowledgment
hereof, shall be construed as in the singular or plural number, and as masculine, feminine
or neuter gender according to the contexts. The captions and headings of the paragraphs
of this Mortgage are for convenience only and are not to be used to interpret or define the
provisions hereof.
24. GOVERNING LAW. This Mortgage shall be governed by and construed in accordance
with the internal laws of the State of Iowa.
25. RELEASE OF RIGHTS OF DOWER, HOMESTEAD AND DISTRIBUTIVE
SHARE. Each of the undersigned hereby relinquishes all rights of dower, homestead
and distributive share in and to the Mortgaged Property and waives all rights of
exemption as to any of the Mortgaged Property.
26. ACKNOWLEDGMENT OF RECEIPT OF COPIES OF DEBT INSTRUMENT.
Mortgagors hereby acknowledge the receipt of a copy of this Mortgage together with a
copy of each promissory note secured hereby.
27. ADDITIONAL PROVISIONS.
Dated:
Affordable Housing Network, Inc.
Mortgagor
Its
I UNDERSTAND THAT HOMESTEAD PROPERTY IS IN MANY CASES
PROTECTED FROM THE CLAIMS OF CREDITORS AND EXEMPT FROM
04022021 ba104132021 balredline
JUDICIAL SALE; AND THAT BY SIGNING THIS MORTGAGE, I VOLUNTARILY
GIVE UP MY RIGHT TO THIS PROTECTION FOR THIS MORTGAGED PROPERTY
WITH RESPECT TO CLAIMS BASED UPON THIS MORTGAGE.
Dated:
Affordable Housing Network, Inc.
Mortgagor
Its
STATE OF IOWA, COUNTY OF DUBUQUE
This record was acknowledged before me on , by
Signature of Notary Public
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EXHIBIT E
CANCELLATION AND TERMINATION OF PROMISSORY NOTE
04022021 bal04132021 balredline
CANCELLATION AND TERMINATION OF PROMISSORY NOTE
STATE OF IOWA )
) ss.
COUNTY OF DUBUQUE )
Michael C. Van Milligen, affiant, being first duly sworn on oath, deposes and states:
1. That I am the City Manager for the City of Dubuque, Iowa, an Iowa municipality
("The City of Dubuque").
2. The City of Dubuque is the owner of a Promissory Note dated March 5, 1999,
from Bishop's Block Limited Partnership, as Maker, to City of Dubuque, as
Holder.
3. The original Promissory Note became lost. A true and accurate copy of the
original Promissory Note is attached hereto as Exhibit "A".
4. Affiant has made a diligent search for the lost instrument and has been unable to
find it.
5. The City of Dubuque has not sold, assigned, endorsed, pledged, or otherwise
transferred the described instrument.
6. No person or entity other than The City of Dubuque has any, right, title, or
interest in the lost instrument.
7. This affidavit is made, under the penalties of perjury, and is being relied upon by
Maker and Holder.
8. The Holder has agreed to cancel and terminate the Promissory Note all pursuant
to a Termination of Loan Agreement dated the _ day of , 2021.
9. By receipt of the above -described performance by Maker, the Promissory Note is
hereby cancelled and terminated, and is of no further force and effect.
10. Holder agrees to write/stamp "cancelled" across each page of the Promissory
Note with the dated initials of the authorized person on behalf of The City of
Dubuque, Iowa.
11. Holder releases and discharges Maker from any obligations on account of said
Promissory Note.
04022021 ba104132021 balredline
Affiant
Signed and sworn to on this day of , 2021, by Michael C.
Van Milligen
Notary Public
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EXHIBIT F
RELEASE OF REAL ESTATE MORTGAGE
04022021 bal04132021 balredline
RELEASE OF REAL ESTATE MORTGAGE
Recorder's Cover Sheet
Preparer Information: (name, address and phone number)
Barry A. Lindahl, 300 Main Street Suite 330, Dubuque IA 52001
Taxpayer Information: (name and complete address)
Bishop's Block Limited Partnership, 90 Main Street, Dubuque, IA 52001
Return Document To: (name and complete address)
Barry A. Lindahl, 300 Main Street Suite 330, Dubuque IA 52001
Mortgagee releasing mortgage:
City of Dubuque, Iowa
Mortgagor:
Bishop's Block Limited Partnership
Legal Description:
Lots 1 and 2 of the West''/2 of Block 1 of Dubuque Harbor Co's Addition, in the City of
Dubuque, Iowa, according to the recorded plat thereof, and Lot 531 and the North''/2 of Lot 532
in the City of Dubuque, Iowa, according to the United States Commissioner's Map of the Town
of Dubuque, Iowa
Document or instrument number of previously recorded documents: 7663-99
04022021 ba104132021 balredline
RELEASE OF REAL ESTATE MORTGAGE
The undersigned, the present owner(s) of the mortgage hereinafter described, do hereby
acknowledge that a certain mortgage bearing date of May 7, 1999, made and executed by
Bishop's Block Limited Partnership to The City of Dubuque, Iowa and Recorded in the records
of the office of the Recorder of the County of Dubuque, State of Iowa, recorded as document
reference number 7663-99 on May 7, 1999, is redeemed, paid off, satisfied and discharged in
full.
Words and phrases herein, including acknowledgment hereof, shall be construed as in the
singular or plural number, and as masculine, feminine or neuter gender, according to the context.
Dated
City of Dubuque, Iowa
C
Michael C. Van Milligen
City Manager
STATE OF IOWA, COUNTY OF DUBUQUE
This record was acknowledged before me on , by
Signature of Notary Public
04022021 ba104132021balredline
EXHIBIT G
MEMORANDUM OF DEVELOPMENT AGREEMENT
04022021 bal0413202 I balredline
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa
municipal corporation, and Affordable Housing Network, Inc., an Iowa non-profit
corporation, was made regarding the following described premises:
Lots 1 and 2 of the West '/2 of Block 1 of Dubuque Harbor Co's Addition, in the City of
Dubuque, Iowa, according to the recorded plat thereof, and Lot 531 and the North Y2 of
Lot 532 in the City of Dubuque, Iowa, according to the United States Commissioner's
Map of the Town of Dubuque, Iowa
The Development Agreement is dated for reference purposes the day of
2021, and contains contingencies, covenants, conditions, and
restrictions concerning the sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the
terms and provisions of the Development Agreement shall prevail. A complete
counterpart of the Development Agreement, together with any amendments thereto, is
in the possession of the City of Dubuque and may be examined at its offices as above
provided.
Dated this day of , 2021.
CITY OF DUBUQUE, IOWA
04022021 ba104132021 balredline
In
Barry A. Lindahl, Esq.
STATE OF IOWA
Ss:
DUBUQUE COUNTY
On this day of , 2021, before me, a Notary Public in and for
the State of Iowa and said county, personally appeared Barry A. Lindahl, Esq, to me
personally known, who being by me duly sworn did say that he is Senior Counsel of the
City of Dubuque, a Municipal Corporation, created and existing under the laws of the
State of Iowa, and that said instrument was signed and sealed on behalf of said
Municipal corporation and said Senior Counsel Clerk acknowledged said instrument to
be the free act and deed of said Municipal Corporation by it voluntarily executed
Notary Public, State of Iowa
04022021 ba104 l 32021 balredline
EXHIBIT H
CERTIFICATE OF COMPLETION
04022021 ba104132021 balredline
(DATE)
Prepared By: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
Return to: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113
CERTIFICATE OF COMPLETION
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa
municipal corporation, of Dubuque, Iowa, and Affordable Housing Network, Inc., an
Iowa non-profit corporation, was made regarding the following described premises:
Lots 1 and 2 of the West '/2 of Block 1 of Dubuque Harbor Co's Addition, in the City of
Dubuque, Iowa, according to the recorded plat thereof, and Lot 531 and the North '/2 of
Lot 532 in the City of Dubuque, Iowa, according to the United States Commissioner's
Map of the Town of Dubuque, Iowa
The Development Agreement is dated for reference purposes the day of
2021, and contains contingencies, covenants, conditions, and
restrictions concerning the sale and use of said premises.
WHEREAS, Affordable Housing Network, Inc., 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 of Dubuque to permit the
execution and recording of this certification; and
NOW, THEREFORE, pursuant to Section 1.4 of the Agreement, this is to certify
that all covenants and conditions of the Agreement with respect to the obligations of
Affordable Housing Network, Inc., and its successors and assigns, to construct the
Minimum Improvements on the Property have been completed and performed by
Affordable Housing Network, Inc., to the satisfaction of the City of Dubuque and such
covenants and conditions are hereby terminated.
The Recorder of Dubuque County is hereby authorized to accept for recording and to
record the filing of this instrument, to be a conclusive determination of the satisfaction of
the covenants and conditions of said the Agreement
CITY OF DUBUQUE, IOWA
in
04022021 ba10413202 1 balredIine
STATE OF IOWA
SS
COUNTY OF DUBUQUE
Michael C. Van Milligen, City Manager
On this day of , 2021, before me, the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Michael C. Van Milligen, to me
personally known, who, being by me duly sworn, did say that he is the City Manager of
the City of Dubuque, Iowa, a municipal corporation, and that the instrument was signed
on behalf of the corporation, and Michael C. Van Milligen acknowledged the execution
of the instrument to be his voluntary act and deed.
Notary Public in and for said State
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EXHIBIT I
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13t" Street, Dubuque, IA 52001)
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CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
NOTICE is hereby given that the Dubuque City Council will conduct a public hearing on
the 17th day of May, 2021, at 6:30 p.m., and conducted virtually, at which meeting the
City Council will review and approve a development agreement with Affordable Housing
Network Inc for the re -development of Bishop Block, 90 Main Street.
Due to the ongoing COVID-19 pandemic, the City Council will meet virtually through
GoToMeeting. The official agenda will be posted the Friday before the meeting and will
contain listening, viewing, and public input options. The City Council agenda can be
accessed at https://cityofdubuque.novusagenda.com/AgendaPublic/ or by contacting
the City Clerk's Office at 563-589-4100, ctyclerk cityofdubugue.org.
Copies of supporting documents for the public hearings are on file in the City Clerk's
Office, City Hall, 50 W. 13t" St., Dubuque, Iowa, and may be viewed during normal
working hours. To comply with social distancing mandates, documents can be viewed
at https://www.cityofdubugue.org/Agendas or by contacting the City Clerk's Office at
563-589-4100.
Written comments regarding the above public hearings may be submitted to the City
Clerk's Office, 50 W. 13t" St., Dubuque, IA 52001, on or before said time of public
hearing. At said time and place of public hearings all interested citizens and parties will
be given an opportunity to be heard for or against said proposal.
Individuals with limited English proficiency, vision, hearing or speech impairments
requiring special assistance should contact the City Clerk's Office at (563) 589-4100,
TDD (563) 690-6678, ctyclerk@cityofdubuque.org as soon as feasible. Deaf or hard -of -
hearing individuals can use Relay Iowa by dialing 711 or (800) 735-2942.
Adrienne N. Breitfelder
City Clerk