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Agreement with Affordable Housing Network Inc. (AHNI) for Re-Development of Bishop Block_HearingCity of Dubuque City Council Meeting Public Hearings # 2. Copyrighted May 17, 2021 ITEM TITLE: Agreement with Affordable Housing Network Inc. (AHNI)for Re - Development of Bishop Block, 90 Main Street SUMMARY: Proof of publication on notice of public hearing to consider City Council holding a public hearing on May 17, 2021 to solicit input for a development agreement with Affordable Housing Network I nc (AHNI ) and approve the redevelopment agreement for 90 Main Street, and City Manager recommending approval. RESOLUTION Approving an Agreement with Affordable Housing Network, I nc. for the re -development of Bishop Block SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: Description Type Affordable Housing Network Agreement for City Manager Memo Redevelopment of Bishop Block-MVM Memo Staff Memo Staff Memo Resolution Approving Agreement Resolutions Agreement Supporting Documentation THE C DUUB_-_*._TE 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: May 12, 2021 Dubuque *Awrin Cia 2007-2012.2013 2017*2019 Housing and Community Development Director Alexis Steger recommends the City Council hold a public hearing on May 17, 2021 to solicit input for a development agreement with Affordable Housing Network Inc (AHNI) and approve the redevelopment agreement for 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. 2 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 & 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: May 11t', 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 City of Dubuque explored options for foreclosure in 2019, but the City held the last position lien, behind three others. If the City were to foreclose on the "junior lien" it held, it could take title to the property, but would then be indebted to the senior liens on the property. The City would have to pay all senior lien holders to continue to hold title to the property. At that time, this would have required the City make at least an additional $720,000 investment as well as take the $350,000 loss. The value of the building if the City attempted to sell the property after foreclosure, as well as the labor/maintenance needed to run a rental property during the selling process, did not make this a feasible option. The City of Dubuque extended the loan terms to match the first position lien holder's maturity date, so that the City had the option to foreclose at that time. 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. 2 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 I respectfully request the City Council hold a public hearing on May 17th, 2021 to solicit input for a development agreement between the City of Dubuque and Affordable Housing Network Inc and approve the redevelopment agreement for 90 Main Street. 3 Prepared by Alexis Steger, Housing & Community Devel., 350 W. 6th St., Suite 312, (563) 690-6072 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100 • Q •' • : •U-SM 2�-ffill 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 %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 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 will hold a public hearing to solicit input on the development agreement with Affordable Housing Network Inc. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,• • • Section 1. The City Council approves the development agreement with the Affordable Housing Network Inc for the redevelopment of 90 Main Street. Section 2. The City Council authorizes the City Manager or the City Manager's designee to manage the agreement and act in accordance with the terms of the agreement. Passed, approved and adopted this 17t" day of May, 2021. Roy D. B 6 I, Mayor Attest: 7 HE, L-55 L � = n � Trish L. Gleason, Assistant City Clerk DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND AFFORDABLE HOUSING NETWORK, INC. h This Development Agreement (Agreement), dated for reference purposes the 1 day of _, 2021, by and between the City of Dubuque, Iowa, an Iowa municipal corpordtion 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'/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 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 bai04132021 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. 04022021 ba10413202 I balredline 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. 04022021 ba104132021 balredline 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 0402202 1 ba10413202 I balredline 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 04022021 ba10413202I balredline 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 04022021 ba10413202I balredline 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 AFFORDABLE HOUSING NETWORK, INC. By: By: Roy D.$Bbuol, Mayor Ann�6 Gruenewald 04022021 ba10413202 lbalredline 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 04022021 ba104132021 balredline EXHIBIT A OPINION OF AHNI COUNSEL 04022021 bal04132021 balredline [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 04022021 ba104132021 balredline 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 04022021 ba104132021 balredline 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, 04022021 ba10413202I balredline EXHIBIT B TERMINATION OF LOAN AGREEMENT 04022021 bal04132021 balredline 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 04022021 ba10413202I balredline 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 04022021 ba104132021 balredline EXHIBIT C PROMISSORY NOTE 04022021 bal04132021 balredline 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. 04022021 ba104132021 balredline 04022021 ba104132021 balredline EXHIBIT D MORTGAGE 04022021 bal04132021 balredline 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 04022021 ba104132021 balredline 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, 04022021 ba104132021 balredline 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 04022021 ba104132021 balredline 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. 04022021 ba104132021 balredline 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 04022021 ba10413202I balredline 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 04022021 ba104132021 balredline 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 04022021 ba104132021 balredline 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 04022021 ba10413202I balredline 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 04022021 ba104132021 balredline EXHIBIT I URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13t" Street, Dubuque, IA 52001) 04022021 ba104132021 balredline STATE OF IOWA SS: DUBUQUE COUNTY CERTIFICATE OF PUBLICATION I, Kathy Goetzinger, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: 05/07/2021 and for which the charge is 77.99 <:— Subscribed to befo me, a Notary Public in d for Dubuque County, Iowa, this 7th day of May, 2021 (I" 4'� a � Nota j blic in and for Dubuq e County, Iowa. JANE'T K. PAPE _ � = Commnission Nurmher 199669 My Comm.. Exp. DEC 11, 202,2 Ad text : CITY OF DUBUQUE, IOWA OFFICIAL NOTICE PUBLIC 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.conVAgendaPublic/ or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org. Copies of supporting documents for the public hearings are on file in the City Clerk's Office, City Hall, 50 W. 13th St., Dubuque, Iowa, and may be viewed during normal working hours. To comply with social distancing mandates, documents can be viewed at https://www.cityofdubuque.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. 13th 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 Clerks 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 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 * 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 * of Lot 532 in the City of Dubuque, Iowa, according to the United States Commissioners 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 Bishops 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 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 17th day of May, 2021, at 6:30 o'clock p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th Street, Dubuque, Iowa Passed, approved and adopted this 3rd day of May, 2021. Roy D. Buol, Mayor Attest: Adrienne N. Breitfelder, City Clerk It 5/7 Doc ID: 010932650002 Type: GEN Kind: AGREEMENT Recorded: 03/29/2022 at 11:57:21 AM Fee Amt: $12.00 Pape 1 of 2 Dubuque County Iowa John Murphy Recorder File2022-00004031 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 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 Development Agreement is dated for reference purposes the 18th day of May, 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 16th day of March, 2022. CITY OF DUBUQ OWA i By: Barry A. Lindahl, Esq. Uv DBQ City Clerk \' STATE OF IOWA : SS: DUBUQUE COUNTY On this 16th day of March, 2022, 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 Nota ublic, State of Iowa o'Vv.c a; Co mii"lon�Number 832198 Myl��Exptres �ow� Doc ID: 010962740002 Type: GEN Kind: AGREEMENT Recorded: 05/24/2022 at 01:44:38 PM Fee Amt: $12.00 Paqe 1 of 2 Dubuque County Iowa John Murphy Recorder File2022_00006646 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 18th day of May, 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 16th day of March, 2022. CITY OF DUBUQIX, IOWA An Barry A. Vindahl, Esq. 1200 ® CA-A4 Utr 1 L STATE OF IOWA : SS: DUBUQUE COUNTY On this 16th day of March, 2022, 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 h Notaroublic, State of low 'Ai + JONI LYN YEDINGER Commission Number 832198 My�mmle.Ion �ayExpires lows