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Victory Cafe Dubuque, Inc. Development Agreement_756 Main Street_HearingMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager DATE: June 16, 2010 Dubuque httll All- AmericaCity IV 2007 SUBJECT: Approval of a Development Agreement with the Victory Cafe - Dubuque, Inc. to Redevelop Property at 756 Main Street Economic Development Director Dave Heiar recommends City Council approval of a Development Agreement with The Victory Cafe — Dubuque, Inc. for the purpose of redeveloping the building located at 756 Main Street, the former Walker's Shoe Store, with first floor retail space and four upper story apartments. The key elements of the Development Agreement are: 1) A Downtown Rehabilitation Loan Program loan of $300,000. 2) Facade, Planning and Design, and Financial Consultant grants will be made to the project. 3) The project will receive $40,000 in incentives through the Downtown Housing Incentive Program. 4) The Victory Cafe — Dubuque, Inc. must redevelop 756 Main Street at a cost of approximately $1,100,000 by no later than December 31, 2010. 5) The Victory Cafe — Dubuque, Inc. will receive a 10 year TIF in the form of a semi- annual tax rebates on the value of the assessable improvements. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM:jh Michael C. Van Milligen Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director Masterpiece on the Mississippi TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Director SUBJECT: Approval of a Development Agreement with the Victory Cafe — Dubuque, Inc. to redevelop property at 756 Main Street DATE: June 14, 2010 Dubuque AII- AmedcaCAy 11111 ! 2007 INTRODUCTION This memorandum presents for City Council approval of a Development Agreement on the property located at 756 Main Street. BACKGROUND City staff has worked with the Victory Cafe — Dubuque, Inc. to formulate a funding package to redevelop the property located at 756 Main Street, the former Walker's Shoe Store. The Victory Cafe — Dubuque, Inc. plans to invest $1,100,000 in redeveloping the building into retail space on the first floor and four (4) residential units on the upper floors. DISCUSSION The proposed Development Agreement provides for several incentives to encourage the developer to redevelop the property. The Development Agreement requires the redevelopment of the property located at 756 Main Street into a retail space and four (4) apartments. The key elements of the Development Agreement include the following: 1) A Downtown Rehabilitation Loan Program loan of $300,000. This was committed by Resolution 86 -10 on March 15, 2010. 2) Fagade, Planning and Design, and Financial Consultant grants will be made to the project. 3) The project will receive $40,000 in incentives through the Downtown Housing Incentive Program. This was committed through Resolution 56 -10 on February 15, 2010. 4) The Victory Cafe — Dubuque, Inc. must redevelop 756 Main Street at a cost of approximately $1,100,000 by no later than December 31, 2010. 5) The Victory Cafe — Dubuque, Inc. will receive a 10 year TIF in the form of a semi- annual tax rebates on the value of the assessable improvements. Additional terms and conditions of the disposition of the property are included within the attached Development Agreement. RECOMMENDATION I recommend that the City Council approve the Development Agreement which includes urban renewal tax increment obligations to The Victory Cafe — Dubuque, Inc. for the purpose of redeveloping the building located at 756 Main Street. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F: \USERS \Econ Dev \756 Main Former Walker's \Development Agreement\20100614 Memo Approving DA Victory Cafe.doc RESOLUTION NO. 209 -10 A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH THE VICTORY CAFE — DUBUQUE, INC. FOR THE PROPERTY LOCATED AT 756 MAIN STREET. Whereas, the City of Dubuque, Iowa, has created a Downtown Rehabilitation Loan /Grant Program for the purpose of stimulating reinvestment in the Greater Downtown Urban Renewal District; and Whereas, the City of Dubuque, Iowa is encouraging the use of this loan /grant program to finance code compliance activities and to spur job creation activities; and Whereas, the loan application from The Victory Cafe — Dubuque, Inc. meets the requirements of this program; and Whereas, it is the determination of this Council that approval of the Development Agreement for the rehabilitation of the Property by The Victory Cafe — Dubuque, Inc. according to the terms and conditions set out in the Development Agreement is in the public interest of the City of Dubuque. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Development Agreement with The Victory Cafe — Dubuque, Inc. is hereby accepted and approved. Section 2. That the Mayor is hereby authorized to execute, on behalf of the City Council of the City of Dubuque, Iowa, the attached Development Agreement with The Victory Cafe — Dubuque, Inc. Section 3. That the City Manager is hereby authorized to execute, on behalf of the City Council of the City of Dubuque, Iowa, all necessary loan documents and is further authorized to disburse loan funds from the Downtown Rehabilitation Loan /Grant Program, in accordance with the terms and conditions of the executed agreement. Passed, approved and adopted this 21 day of June, 2010. eanne F. Schneider, City Clerk QLD Roy D. Buol, Mayor F: \USERS \Econ Dev \756 Main Former Walker's \Development Agreement\20100621 DA Approval Resolution Victory Cafe.doc Doc iiiii IIIIII iii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii iiiii ID: 010486570001 Type: GEN IIIIIIII Kind: AGREEMENT Recorded: 05/14/2020 at 04:25:52 PM Fee Amt: $7.00 Page 1 of 1 Dubuque County Iowa John Murphy Recorder Fi1e2020_0000625 7 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 The Victory Cafe — Dubuque, Inc. was made regarding the following described premises: South 23 feet of City Lot 27, in the City of Dubuque, Iowa located at 756 main Street in the City of Dubuque The Development Agreement is dated for reference purposes the 21st day of June, 2010, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dyibuque and may be examined at its offices as above provided. Dated this l 3 day of May, 2020. CITY OF DUB UE, IOWA By: Barry Lindahl, Senior Counsel STATE OF IOWA : ss: DUBUQUE COUNTY On this / 3 day of May, 2020, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Barry A. Lindahl, to me personally known, who being by me duly sworn did say that he is the Senior Counsel of the City of Dubuque, that said instrument was signed on behalf of City of Duque and the Senior Counsel acknowledged said instrument to be his free act and deed on behalf of the ity of Dubuque. L: Notary Public, Stite of Iowa TRACEY L. STECKLEN Commission Number 716016 My Comm Exp. q-)) ' Terrssmazonrisrerawr Ci , o-F bLLL. A E -r . o° DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND THE VICTORY CAFE - DUBUQUE, INC. THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes the c;V:41,Y day o / , 2010 is made and entered into by and between the City of Dubuque, I. a (City), and The Victory Cafe - Dubuque, Inc. (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): South 23 feet of City Lot 27, in the City of Dubuque, Iowa located at 756 Main Street in the City of Dubuque; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 393-09 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer has undertaken the redevelopment of a vacant building located on the Property and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make an additional capital investment in building improvements, equipment, furniture and fixtures in the Property (Project); and WHEREAS, the Property is historically significant and it is in the City's best interest to preserve the Property; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on October 5, 2009, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Development Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. REPRESENTATIONS AND WARRANTIES 1A Representations and Warranties of City. In order to induce Developer to enter into this Agreement, City hereby represents and warrants to Developer that to the best of City's knowledge: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit A. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. 1.2 Representations and Warranties of Developer. The Developer makes the following representations and warranties: 2 (1) Developer is a corporation duly organized and validly existing under the laws of the State of Illinois, and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. Developer's counsel shall issue a legal opinion to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer has firm commitments for permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the requirements of this Agreement and shall provide evidence thereof to City prior to the Closing Date. 1.3 Closing. The closing shall take place on the Closing Date which shall be the 15th day of August, 2010, or such other date as the parties shall agree in writing but in no event 3 shall the Closing Date be later than the 1St day of October, 2010. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing shall have been satisfied or waived. 1.4 Conditions to Closing. The closing of the transaction contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: (1) The representations and warranties made by City in Section 1.1 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer shall have the right to terminate this Agreement at anytime prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to complete the Minimum Improvements (as defined herein) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of Developer's financial ability as the reasonable judgment of the City requires. (5) Developer's counsel shall issue a legal opinion to the City confirming the representations contained herein in the form attached hereto as Exhibit B. 1.5 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. SECTION 2. DEVELOPMENT ACTIVITIES 2.1 Required Minimum Improvements. Developer will make a capital investment of not less than one million eleven thousand dollars ($1,011,000.00) to acquire and improve the Property (the Minimum Improvements). These Minimum Improvements include creating four (4) apartments for market -rate rental and approximately two thousand six hundred (2,600) square feet of retail space. 4 2.2 [This section intentionally left blank] 2.3 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded in the records of Dubuque County, Iowa. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the improvements to be constructed by Developer on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.4 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced within thirty (30) days after the Closing Date, and shall be substantially completed by December 31, 2010. The time frames for the performance of these obligations shall be suspended due to unavoidable delays meaning delays, outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. 2.5 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in recordable form and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement. SECTION 3. CITY PARTICIPATION 3.1 Downtown Rehab Loan/Grant. (1) Subject to the conditions set forth in this section, City hereby commits to a $300,000 low interest loan through the Downtown Rehabilitation Loan/Grant Program. This commitment is subject to Resolution 86-10 approved on March 15, 2010. The Project is to be completed in accordance with the regulations set forth for the City of Dubuque Downtown Rehabilitation Loan/Grant Program, with loan funding anticipated during FY 2023. The loan is for twenty years at 3% interest and is intended to reimburse Developer for historic renovation of the exterior facade and historically significant elements of the interior with remodeling of the remainder of the interior for use as commercial/residential space. Monthly interest only payments shall be required for the first sixty (60) months of the loan. Monthly principal and interest payments, amortized over an additional fifteen (15) year period, shall begin the sixty-first month of the loan. Developer's counsel shall not less than thirty (30) days prior to closing on the loan provide City with an opinion of title showing merchantable title in Developer to the satisfaction of City. City shall have until the closing to render objections to title, including any easements or other encumbrances not satisfactory to City, in writing to Developer. Developer shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise City of its intended action within ten (10) days of receipt of City's objections to title. If Developer shall fail to have such objections removed as of the closing, or any extension thereof consented to by City, City may, at its sole discretion, either (a) terminate its obligation under this Section 3.1 without liability on its part, or proceed to closing subject to such objections. Developer agrees to use its best reasonable efforts to promptly satisfy any such objections. The loan shall be secured by a mortgage and personal guarantees in a form acceptable to City. The City will enter into the loan agreement at the time funds are available given the Developer still owns the Property; and Developer is in compliance with this Agreement and there has been no Event of Default, as described in Section 5. Up to the full amount of the loan shall be forgiven by the City as an incentive for the creation of new employment and/or housing opportunities. The amount of the loan to be forgiven shall be determined sixty (60) months from the completion of the Minimum Improvements. The base employment number to be used to calculate the Employment Incentive has been determined to be zero (0) FTE employees for the Building. The amount of the loan forgiven shall be as follows: (a) Two thousand dollars ($2,000) shall be forgiven for each new FTE position created and maintained by the Owner or his/her tenant. (b) To qualify, the Owner must provide documentation to the City for the following: • The job represents a FTE position. An FTE position is defined as forty hours of labor per workweek. Such hours may be accrued by single individuals or divided among two or more individuals; • The job was created between the completion of the Minimum Improvements and twenty-four (24) months from the completion of the Minimum Improvements; • The job has been maintained by the Owner or his/her tenant for a period of not less than sixty (60) months after the completion of the Minimum Improvements; • The job is a paid position; and • The job has been created by the Developer or another entity located in the Building and is for employment in a business located on the Property. 6 (c) Two thousand dollars ($2,000) shall be forgiven for each new housing unit created. A new housing unit shall be defined as one of the following: • The creation of a housing unit where one did not previously exist; or • An existing housing unit which has been unlicensed and unoccupied for a period of not less than five years. (2) A grant not to exceed ten thousand dollars ($10,000) shall be available to offset documented predevelopment costs, architectural and engineering fees and other miscellaneous soft costs for the Property. A determination must be made by City that the Project is substantially complete and satisfies the conditions of this agreement prior to the release of any grant monies. (3) A grant not to exceed ten thousand dollars ($10,000) shall be available to offset Developer's documented costs for front or rear facade renovations to the Property to eliminate inappropriate additions or alterations and restore the facade to its historic appearance, or to rehabilitate the facade to include new windows, paint, signage, awnings, etc. to improve the overall appearance of the Property. The costs of landscaping or screening with fencing or retaining walls may also be allowed, especially as it may improve property adjacent to the public right-of-way. Funding is anticipated for this program to occur in FY2013. (4) A grant not to exceed fifteen thousand dollars ($15,000) will be available to offset cost related to hiring a financial consultant to evaluate the project's feasibility. Financial Consultant Grant Funds will be dispensed on completion of work, documentation of costs and an inspection of completed project at a rate of $.50 for each $1.00 of costs incurred. Financial Consultant Grant Funds will be dispensed after the project has been completed. Written requests for payment must be submitted to the Economic Development Department. 3.2 Economic Development Grant to Developer. For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make twenty (20) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to Developer: November 1, 2012 November 1, 2013 November 1, 2014 November 1, 2015 November 1, 2016 November 1, 2017 November 1, 2018 November 1, 2019 May 1,2013 May 1,2014 May 1,2015 May 1,2016 May 1,2017 May 1,2018 May 1,2019 May 1, 2020 7 November 1, 2020 November 1, 2021 May 1, 2021 May 1, 2022 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a portion of the tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six-month period in respect of the Minimum Improvements constructed by Developer (the Developer Tax Increments). For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Developer Tax Increments shall be only those tax increment revenues collected by City in respect of the increase in the assessed value of the Property above the assessment of January 1, 2010 ($129,000). The Developer Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter -approved physical plant and equipment levy, (iii) the remaining actual amount of tax increment revenues collected by City in respect of the valuations of the Property prior to January 1, 2011 and (iv) any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. 3.3 To fund the Economic Development Grants, City shall certify to the County prior to December 1, 2010, its request for the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year and each year thereafter until and including January 1, 2020, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to the Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December, 2010, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2012, and May 1, 2013.) 3.4 The Economic Development Grants shall be payable from and secured solely and only by the Developer Tax Increments paid to City that, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the 756 Main TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the 756 Main TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.2 hereof. The Economic Development Grants shall not be payable in any manner by other tax increments revenues, or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the 756 Main TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Developer as and to the extent described in this Section. 8 3.5 City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area and the remaining actual amount of the property taxes paid by Developer to City, or any available Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 3.2 hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. SECTION 4. COVENANTS OF DEVELOPER 4.1 The improvements to the Property shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. 4.2 This section intentionally left blank. 4.3 Books and Records. During the term of this Agreement, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 4.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 4.6 Insurance Requirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the building (including Minimum Improvements) replacement value when construction is completed. Coverage shall include the "special perils" form and developer shall furnish City with proof of insurance in the form of a certificate of insurance. 9 (2) Upon completion of construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense property insurance against loss and/or damage to the building (including the Minimum Improvements) under an insurance policy written with the "special perils" form and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements). Developer shall furnish to City proof of insurance in the form of a certificate of insurance. The term "replacement value" shall mean the actual replacement cost of the building with 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. (3) Developer shall notify City immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 4.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 4.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, age or disability. 4.9 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, 10 or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 4.10 Non -Transferability. Until such time as the Minimum Improvements are complete (as certified by City under Section 2.5), this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party. Thereafter, with the prior written consent of City, which shall not be unreasonably withheld, Developer shall have the right to assign this Agreement, and upon assumption of the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 4.11 No change in Tax Classification. Developer agrees that it will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than commercial property and to be taxed as such under Iowa law. 4.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property or any part thereof that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as a restaurant and upper -story housing, is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer. SECTION 5. EVENTS OF DEFAULT AND REMEDIES 5.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: 11 (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 5.2. Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of the Downtown Rehab Loan/Grant and Economic Development Grant to Developer and City may take any action, including any legal action it deems necessary, to recover such amounts from the Developer; (4) City may withhold the Certificate of Completion; or (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 12 5.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 5.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 5.5 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 by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief that may be awarded. 5.6 Remedies on Default by City. If City defaults in the performance of this Agreement, Developer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend their performance under this Agreement until they receive assurances from City, deemed adequate by Developer, that City will cure its default and continue its performance under this Agreement. SECTION 6. GENERAL TERMS AND PROVISIONS 6.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: If to Developer: The Victory Cafe — Dubuque, Inc. Attn: Mark Hope 800 Spring Street, Suite 101 Galena, IL 61036 With copy to: D. Flint Drake Drake & Freund P.C. 13 If to City: With copy to: 1005 Main Street, Suite 200 Dubuque, IA 52001 City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 City Attorney City Hall 50 W. 13th Street Dubuque IA 52001 Or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns. 6.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on June 1, 2025 (the Termination Date). 6.4. Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine. The parties intend that the faxed signatures constitute original signatures and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding on the parties. 6.5 Memorandum of Development Agreement. Developer shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit D in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF D BUQUE, IOWA THE VICTORY CAFE - DUBUQUE, INC. By �q ¢rz ./ By / Roy D. `fool ark H • pe Mayor Presid-nt Attest: 14 anne F. Schneider City Clerk (City Seal) STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this 2 ® day of ( 20 /q before me the undersigned, a Notary Public in an for the said County and State, personally appeared Roy D. Buol and Jeanne F. Schneider, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. Notafv Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS ;OWNAessmormaistatesor. SUSAN M. WINTER COMMISSION NO.183274 MY COMMISSION .EXPIRES 2/14/11 On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Mark Hope, to me personally known, who, being by me duly sworn, did say that he is the President of The Victory Cafe - Dubuque, Inc., the corporation executing the instrument to which this is attached and that as said President of The Victory Cafe - Dubuque, Inc. acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public F:\USERS\Econ Dev\756 Main Former Walker's\Development Agreement\20100525756 Main Victory Cafe Development Agreement.doc 15 LIST OF EXHIBITS EXHIBIT A — City Attorney Certificate EXHIBIT B — Opinion of Developer Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement INSURANCE SCHEDULE EXHIBIT A CITY ATTORNEY'S CERTIFICATE 17 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear (DATE) I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 . The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20_, are correct. Very sincerely, Barry A. Lindahl, Esq. City Attorney BAL:tts EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 19 Mayor and City Councilmembers City Hall 13' and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for , (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa ("City") dated for reference purposes the day of , 20 . We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a corporation organized and existing under the laws of the State of Illinois and has full power and authority to execute, deliver and perform in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the articles of incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer's ability to perform Developer's obligations 20 thereunder. Very truly yours, 21 22 City Manager's Office 50 West 13th Street Dubuque, Iowa 52001-4864 (563) 589-4110 phone (563) 589-4149 fax ctyingr@cityofdubuque.org Dear (DATE) THE CITY OF DUB u I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_ On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit B. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental 23 body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. MCVM:jh 24 Sincerely, Michael C. Van Milligen City Manager EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 25 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and The Victory Cafe - Dubuque, Inc. was made regarding the following described premises: South 23 feet of City Lot 27, in the City of Dubuque, Iowa located at 756 Main Street in the City of Dubuque. The Development Agreement is dated for reference purposes the day of , 2010, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, 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 , 2010. CITY OF DUBUQUE, IOWA THE VICTORY CAFE - DUBUQUE, INC. By By Roy D. Buol Mark Hope Mayor President 26 Attest: Jeanne F. Schneider City Clerk STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of , 20_, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F. Schneider, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Mark Hope, to me personally known, who, being by me duly sworn, did say that he is the President of The Victory Cafe - Dubuque, Inc., the corporation executing the instrument to which this is attached and that as said President of The Victory Cafe - Dubuque, Inc. acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. Notary Public, State of Iowa 27 INSURANCE SCHEDULE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide. 2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of cancellation to the City of Dubuque, except for 10 day notice for non- payment, if cancellation is prior to the expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such certificates shall include copies of the following policy endorsements: a) Commercial General Liability policy is primary and non-contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. Developer shall be required to carry the following minimum coverage/limits or greater if required by law or other legal agreement: a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions from the standard ISO commercial general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. 28 INSURANCE SCHEDULE (Continued) Governmental Immunity Endorsement identical or equivalent to form attached. Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers shall be named as an additional insured on General Liability Policies using ISO endorsement CG 20 26 0704 "Additional Insured — Designated Person or Organization," or it's equivalent. — See Specimen b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident $100,000 Each Employee — Disease $100,000 Policy Limit — Disease $500,000 c) UMBRELLA EXCESS LIABILITY LIQUOR OR DRAM SHOP LIABILITY Coverage to be determined on a case by case basis by Finance Director. Completion Checklist ❑ Certificate of Liability Insurance (2 pages) Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) Additional Insured 20 26 07 04 Li Governmental Immunities Endorsement 29 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1 Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 30 POLC'( LIMA MMFUL EF1AL uARILITY CG 2006 D74 THIS ENDORSEMENT CHANQES THE POLPCY, PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This etitimement mxiii1 nwance provided uncIr he Wowing: IXiMMERCIAL GENERAL LIABILITY COVRAQE PART al Insured Person(s) OrOrganIzation0) The City uf Dubuque , itc I ucli ng iI 1 1t.s e I ez:teri ard appnintoi Ffci1s 1i its enp I oyees and vo unteers, al 1 it r, boards., cowl 0' ons ndf or authorities and Viel r taard limbers employees and volunteers. Inforrnalicn reuuired to . ".„ Schedule. if not hOwn above, Will la atiolon in the Declarations. awnori — Who le Ark lisured i nendi to in- •clucts ea an addinone insured the pcisontl) 41u. or9noi zetion(e) ehown in tho Schodaile, but only Mh respec4 to liability for "heir:lily injury", "pnwely damage" or "peraonal and aduartairo injunf caused, i whole or in part, by your 'Ht.* nr orniS810114‘ or the zia5. cir omis- sionsolthose uting on your INabalE A, In tha performanc.a. of youronocing loarations; of B. in connection win) 'your premie a awned by or rlind Ira rfzii 2R 117 Ina iSO PoprArlias. Inc.. 2004 'Pape irai 31 ACOR CERTIFICATE OF LIABILITY INSURANCE ia....T; porarapreel 02/W200.5 --FAX ( 5E4 )556-4,125 1LIY, SIAA. ZIP CODE THIS CERTIFICATE IS ISSUED A5 A MATTER OF :INFORMATION ORLY ANC COMPGAIS- NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATEO0fi5 !Oil' AMEND, EXTEND OR ALTER THE COVERAGE AFFORDEED eV THE MIMES BELOW, INSURED.S AFTORDING COVERAGE TailMvaloarly Street. Addrol. (ity, State, 71p cmie MLAW,4A Inserance Company im..m11,: v.14i ..M.CIMEEt THF PflI ITAFH CIF -acLow I AVE DMK. ICTrUED TT) THF MK/ DAMED I-Q.N IH. POLIO' LKIUU IrL'ILu F. I 171 I -1$1 ANT.,04, ANT, ITEDJIREME4T. TERM OR 4.1.CILII 11011 t144 1:::0141T1Al2tC C.,11ER E,0711MENT WITH RESPECT TC, ,P,14111 HI5I iP1CkVLY rr ii jrri nrr MAI( INGURASICEAFFCRDEO 5Y IliC P11.1:C/IE5 ETF..25(;RIHEI) HEREIN 1ilwJEcrTOALL TI IC -INMS EXCLLSOISS AND CONDI1ION5OF EI,ICH pascEs.AC.r.,REC4TF I [rims SI-KlIAN MEN 14 AVE 131,01 ELLIULT_U -SY 'PHU kr.:_811.46 11W6K 111,1 WItItlalert HEILIC1 wuktrariE 1Wgq I113 1M5 A 1L LIUJW !WM-41341 14.4.iti Atilny c.1„. t,t,',1441)1 X Zittilt -r-.. Liu!! 1111 7re'r HAHHE'LLALIA.Ekiri (.1.ATHR 1 %tem iEDLCTDLE HE I Al '1 1lfl4K4W AED Emotrorms: LICIRILITY 4,444 I'114414 111W.4IX4iII44E cut il.:=XMIL41484 LtLL-1.b1.4 ilvo-td‘erde, 'a5SC:i.AL F RCH.11 El ME Oda. 44141411 I1114 Lien's bx.TE, AgE,DrTY1 hit; Hi 411 itu stIFT,1$*.t so,pop tA:'113.00 t4 „ 5,00D tIt'd RL1LfLt 1,0900 '...iLFILtIALPA14.1.1LIA IL 2 000 nor 1:71-1:1.11q1.1L, AUL/ '..'4A4D1411 I t :11:-1 utter:no 1111 11: RI Bt'.: 1P41. proxttl 1.314 3.41411, 1F = 1,90000 3rflry 144 1P45r4lall 11:111:114, .14alit-h 111441 ,WrC1t01 r4wor,4.,.:114414J AO:AT:TATE t1,ririf;iiii.F, 1 1 rtZ EJ,, AC...T.(ITH'T 100,0 L INEAUE - ( 100,0 EL. LISEAHE I'4"LI! S00,0 DUBUQUE ISILLiSTEOLUIIANODITIONAL INSURED ON GENERAL LIABILTTY POIICIES USING ISO ENDORSE- Mjqd! .111 Pit Y011: "X, .:AL DY12Nictmera.imiT esrmam mr,qopatra ENT FOR R CG ZU 26 07 04. "ATIDTTIONAL INSURED -DESIGNATED PERSON OR ORCANIZATION" OR ITS UNMEANT. CENERAL LIABILITY POLICY IS PRIMARY AND NON,CONTRIBUTINC. 'FORM CC 2S 04 03 47 "DESIONATED LIKA1IO45" GENERAL LIABILITY AGGREGATE UNIT SMALL BE INCLUDED. GOVERNMENTAL IMMUNITIES ENDORSEMENT IS INCLUDED. ALL POLICIES SMALL BE ENDDRSTU 1Y) PROVIDE ao DAY ADVANCE NOTICE OF CAKELLATION ID CITY OF DUBUQUE TF 414114 cry? OF INIBLIOUE CITY HALL SO W. 13111 STREET LIUITUQUk. IA 51.00i Hi AN (*THEMA, ED pm, -pm fr 444,1C11-1.1:0 MI Olt Int E.IPIFIATICM DATE THEREOF, THE IESLIIMPISURM wit, FOGY,2040r4MM. JO -DAYI AFITTEN l4Oi4E7107-117, Cr ITT MC.E.71- I Hi nra *AWED 413 -Art Ltri, 11311RoommoNacatoommtmomat.MOOMM0004000000XPOONCiK IDOomnietrxernimmingxrixoutLNKANNO4000006XXXVOGTXXX , ,.... ALT111C/Mrt 111HtFIC2t.7111.411(t CORE 32 e:MCORD CORPORATION 14:80 IMPORTANT If .tric.; cartirom hol(ter 1..%in ADDIFI 1014AL INSURED, itio mitor.e.e.d. A 71atenteni on this et rtificateKloes net confer rights kr the cr.tilitlue,1 [mirk!. in Urn or n1i 1ILIrI1II1Ll.). If SUBROGATION 15 WAIVED, ,suagaLl lathe teIrN dud ui iiiii iF 1.111. may IU!UirI iieniloxseirerrt„.. A statement on this cratificate &kit...5mA 1.3.ifirrii k: !Litt t*Iitikete hairier in lieu of Suer encloraernent(s). DISCLAIMER [he Certify:Me rriuckince nn the nwerme side of tris Nile duo* notr..T..wiiitiluio ciuritiot,1 the Issuing irtsurerM, ettillrOTIZSA iepreeentailve or proaeoer, end ihe cal anomie, 110.1v , du= atfirriceirseiy tat new:014'0y WILNriil, Orient1 or atter he Grp/sr-age fffiordeil b the polioitits• Iiriii SPEC MEN RL 2fi palt01311 FQLICY NUMBER: COMMERCIAL GENERAL LIABILITY CO 25 0403 97 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, DESIGNATED LOCATION(S) GENERAL AGGREGATE LIMIT MIS erieterserunt modines insiirnnoe prnvided undo,' the tenoning: COMMERCIAL GENERAL LIARII ITY CO.VERAGE PART SCHEDULE igriated Lecation(ey. SPECIMEN fit ne mit; appears ehnve information required to complete this. enclor_semeni wit he Ahown in lie Declarations es eopkohle to dna encoreaneet. A. Fen all sums which he irrsu-ed losrAnne.a obtlidated lo pay as damages caused by "ncnurrenrne 1.11141,K vERA(E A {SECTION and fa- all merlins' exwrises caused by acc- denls under COVERAGE C rECTION 1), whki can Oa attributed only to operatiOns al a El ingte designated "lacalion" stows in the Sena:tufo Move: 1. A Se.oarate Design.ated Lear Qenerat Aggiegate Limit applies to well designated location', arx.1 het imit KILIEll to Me niuuii1ur the General Aggregate Lim t 8 hCiATI ill the Ceoteratlans 2. TF1 C Designated Location General Aggregale t imil i$ will pay for the .sum of all damages under COVOlos(GC A. cxecrpr. dam- ages because at "bodity injury' or 'preprly damageincluded in the 'products,opmpleted operations haZard.', and foi medical expenses under CO/RAGE C regardless of the num- ber of: ;nsuieds. 34 b. Claims made o ui& Lsovs11,1., C. Persons Cr orgentzarions making Claims or bringing ',SIAS'. 1 Any paments made under COVERAGE A for damages or under COVERAGE C for melle."1 expenses shall redete tte Desig- nated LoGatIOn Ge4r,cial Aggiegata Limit for the: designated '10c*tien, Such peymcnis stri41 not redvoa the General Argerente.Iiiipt ?hewn in the rieelr-lralions nor shall they re- duce arrir other Designated Lion General Aggregate Limit for env 'iter designated "innation' .shown in the SchsdUe above, 4. The limit shown in the Dedanaliens for Each O 1-XLMIVf100, Fire Damage and Medical LY.- per.Fre oontirtue to apply. However: nstead of being subjeet to the General Aggiegate Lirrit Shown in the Declarations, such livirts mil be 6ubject to the applicable Designate Crinnrion G eneral Aggregeie I Jinn B. Ecu aII sorts whitilr Elis ir1 ar ;l becomes legaity obligated to pay ad lama iee causal by 'oer...unencea" under _OVERA.GE A ,:LSECT110f4 1), and fur an medical yx(rerrgM5 i:;%iiisexl by aCi i, dents ender OWERAGE C (SECTION 1). tvhidh cannot be attributer) only to operator ata sin- gle designated 'Iocaticn` shown in heie 1uIe above. 1. A,%r payments made under COVERAGE A far dai>taoers as -index' COVERAGE C =or niedic-al expenses shell reduce the amount available ander the General Aggregate Limit or die Eradur is Cur•ipletr l Upera'ttrine Ati- greglate L •r'It. whiubever is applib9bla; and w.bion payrnerts shalt not redu:e any Designated Lnxati©m General Aggregate L'riniL C. When voYerage, fur Iit ilily a(L5ii r)ul cf she 'produclo completed operations hazard' is pro- vided, 3rry payments for damages becauss of 'bad); injunf or "preperlt damage" nclu led in the "products -completed °aerations hazard" will reduce the Rrrxiuclr-Completed (7paratii]ron Ag- gregate Limit. and not r xduce the General Ag- gregate unit nor pie Uesrgnated Li titian can - era] Aggregate Limit. D. For lhupurposes of This endorsement. the Defi- nitions f'ecrran ia arnerided by the addition of the F Itw ing derinitiai is `Location" roans premises rwoly ng the sant' or connecting 'Intl, or premises wise °snnaC- 11011 Is Inte-ruated only by a street. roadway. vra- i'tn ary or rigt-t-cf=-nay of a. Railroad. E. 1 ne prolsi°ns or I.nwl% Of Ina;rrranoe (SECTION ill) not otttrwire modified by this cndicrrscriteral shall ccmviinua tc apply as stipulated. SPECIMEN 35