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Acceptance of Public Parking Lot Improvements in the City of DubuqueCity of Dubuque City Council Meeting Consent Items # 25. Copyrighted December 20, 2021 ITEM TITLE: Acceptance of Public Parking Lot Improvements in the City of Dubuque, I owa SUMMARY: City Manager recommending acceptance of the public improvements that the developer, 210 Jones, LLC, has recently completed, being a 12-lot surface parking lot with landscaping, irrigation and lighting along Jones Street, in the City of Dubuque, Iowa. RESOLUTION Accepting public parking lot improvements on Jones Street in the City of Dubuque, Iowa SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: Description Type Public Parking Lot Improvements along Jones Street- City Manager Memo MVM Memo Staff Memo Resolution Development Agreement Area Map Staff Memo Resolutions Supporting Documentation Supporting Documentation THE C Dubuque DUjIBQTE WAWca 914 Masterpiece on the Mississippi YP pp aoo�•o 13 zai7*20*�oi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Acceptance of Public Parking Lot Improvements in the City of Dubuque, Iowa DATE: December 10, 2021 City Engineer Gus Psihoyos is recommending acceptance of the public improvements that the developer, 210 Jones, LLC, has recently completed, being a 12-lot surface parking lot with landscaping, irrigation and lighting along Jones Street, in the City of Dubuque, Iowa. The developer shall maintain all landscaping and irrigation for one year from the date of acceptance by City Council. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:jh Attachment CC' Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Gus Psihoyos, City Engineer Dubuque THE CITY OF DUB E., AII•Ameriea CK I I ity ... Masterpiece on the Mississippi zoo�.*o 13 p pp zoi720zoi9 TO: Michael C. Van Milligen, City Manager FROM: Gus Psihoyos, City Engineer SUBJECT: Acceptance of Public Parking Lot Improvements, in the City of Dubuque, Iowa DATE: December 8, 2021 INTRODUCTION The enclosed material provides for City Council acceptance of the public improvements that the developer, 210 Jones, LLC, has recently completed along Jones Street, in the City of Dubuque, Iowa. BACKGROUND As part of a Development Agreement signed in 2017, the developer of the property at 210 Jones Street was to construct certain public improvements including a twelve -lot surface parking lot with landscaping, irrigation, and lighting, along Jones Street in Dubuque, Iowa. This parking lot was to be installed in the area just west of Flat Iron Park on the north side of Jones Street. Per the DA, after the improvements were constructed and inspected the City was to take over ownership and maintenance of the parking lot and appurtenances. DISCUSSION The owner has completed the work and has requested City's acceptance of the parking lot improvements and appurtenances along Jones Street, in the City of Dubuque, Iowa. Upon inspection by the City, it has been determined that the public improvements required by said development agreement have been completed in accordance with plans approved by the City Staff and in conformance with City specifications. RECOMMENDATION I would, therefore, recommend that the City Council accept the public improvements as described above. Per the Development Agreement Section 2.2 (1) (e) the Developer shall maintain all landscaping and irrigation for one (1) year from the date of acceptance by City Council. ACTION TO BE TAKEN The City Council is requested to adopt the attached resolution accepting the public parking lot improvements along Jones Street, in the City of Dubuque, Iowa. Prepared by Nate Kieffer, PLS, PE Preoared by Nate Kieffer City of Dubuque Engineering 50 W. 13th St Dubuque IA 52001 (563)589 4270 Return to Adrienne N. Breitfelder City Clerk City of Dubuque, 50 W. 13th St. Dubuque, IA 52001 (563)589-4100 RESOLUTION NO. 437-21 ACCEPTING PUBLIC PARKING LOT IMPROVEMENTS ON JONES STREET IN THE CITY OF DUBUQUE, IOWA Whereas, pursuant to a Development Agreement dated June 19, 2017, approved by Resolution Number 223-17, a copy of which is attached hereto, certain public improvements including a twelve -lot surface parking lot with landscaping, irrigation, and lighting, were installed by 210 Jones, LLC along Jones Street in Dubuque, Iowa; and Whereas, the improvements have been completed and the City Manager has examined the work and has filed a certificate stating that the same has been completed in accordance with the plans approved by the City Council and in conformance with City specifications, and has recommended that the improvements be accepted by the City Council. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the recommendation of the City Manager be approved and that said public improvements along Jones Street in the City of Dubuque, Iowa, be and the same is hereby accepted. Section 2. That per the Development Agreement Section 2.2 (1) (e) the Developer shall maintain all landscaping and irrigation for one (1) year from the date of this resolution. Passed, approved and adopted this 20th day of December 2021. - '/' 0, &1 Roy D. buol, Mayor Attest: a /%6" Adrienne N. Breittelder, City Clerk City of Dubuque Public Hearings # 2. Copyrighted June 19, 2017 ITEM TITLE: 210 Jones Street Development Agreement SUMMARY: Proof of publication on notice of public hearing to consider approval the proposed issuance of Urban Renewal Tax Increment Revenue Obligations and the execution of a Development Agreement relating thereto with 210 Jones, LLC and the City Manager recommending approval. RESOLUTION Approving a Development Agreement by and between the City of Dubuque, Iowa and 210 Jones, LLC providing for the issuance of Urban Renewal Tax Increment Revenue Obligations for the Redevelopment of 210 Jones Street SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type 210 Jones Street Development Agreement MVM Memo City Manager Memo Staff Memo Staff Memo Development Agreement Supporting Documentation Resolution of Approval Resolutions Proof of Publication Supporting Documentation TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Development Agreement between the City of Dubuque and 210 Jones, LLC. to Redevelop Property at 210 Jones Street DATE: June 13, 2017 Economic Development Director Maurice Jones recommends City Council approval of a Development Agreement between the City of Dubuque and 210 Jones, LLC to redevelop property at 210 Jones Street. The key elements of the Development Agreement are: 1. Fagade, Design & Planning, and Financial Consultant grants totaling up to a maximum of $35,000. 2. 10 years of Tax Increment Finance (TIF) rebates of property tax increases in amounts equal to 90% of the actual amount of tax increment revenues collected by City. The Developer is required to invest at least $2.6 million for the development of 22,000 square feet of commercial space. Developer must also construct 12 parking spaces which will be owned and managed by the City. I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milliger MCVM:jh Attachment M. Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Maurice Jones, Economic Development Director Dubuque THE CITY OF Economic Development Department 50 West 132h Street T TR �j All-AmericaCitV D ' / Dubuque, Iowa 52001-4864 Office (563) 589-4393 V L L I Itil TTY (563) 690-6678 Masterpiece on the Mississippi 2007 • 2012 • 2073 http://www.cityofdubuque.org TO: Michael Van Milligen, City Manager FROM: Maurice Jones, Economic Development Director SUBJECT: Development Agreement between the City of Dubuque and 210 Jones, LLC. to Redevelop Property at 210 Jones Street DATE: June 13, 2017 INTRODUCTION This memorandum presents for City Council consideration and action the attached resolution approving a Development Agreement between the City of Dubuque and 210 Jones, LLC. I_TS]:0109111�WE The building at 210 Jones Street has sat vacant for several years. Chris Miller approached City staff in 2016 to begin discussions on the possible redevelopment of this property, located adjacent to the intersection of Highways 20, 61, and 151 in downtown Dubuque. DISCUSSION The proposed Development Agreement provides for several incentives to encourage the $2.6 million redevelopment of the property, which will include the addition of adjacent parking stalls. The key elements are as follows: 1. Fagade, Design & Planning, and Financial Consultant grants totaling up to a maximum of $35,000. 2. 10 years of Tax Increment Finance (TIF) rebates of property tax increases in amounts equal to 90% of the actual amount of tax increment revenues collected by City. Developer is required to invest at least $2.6 million for the development of 22,000 square feet of commercial space. Developer must also construct twelve (12) parking spaces which will be owned and managed by the City. Additional terms and conditions of the disposition of the property are included in the attached Development Agreement. BUDGETIMPACT The $35,000 in grants will be funded from CIP 2411942 (Downtown Rehabilitation Grant), which after a budget transfer in the FY18 Budget Amendment process will have a balance of $35,000 to cover this commitment. RECOMMENDATION 1 ACTION STEP Based on the highly visible location of this currently boarded -up building, I recommend that the City Council approve the attached Resolution approving the Development Agreement between the City of Dubuque and 210 Jones, LLC. for the redevelopment of 210 Jones Street. 2 Prepared by: Jill Connors, Economic Development, 50 W. 13th Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 50 W. 131h Street, Dubuque IA 52001, 563 589-4393 - RESOLUTION NO. 223-17 APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 210 JONES, LLC. PROVIDING FOR THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS FOR THE REDEVELOPMENT OF 210 JONES STREET Whereas, the City Council, by Resolution No. 197-17, dated June 5, 2017, declared its intent to enter into a Development Agreement with 210 Jones, LLC. for the redevelopment of 210 Jones Street in the City of Dubuque, Iowa (the Property); and Whereas, pursuant to published notice, a public hearing was held on the proposed disposition on June 19, 2017 at 6:00 p.m. in the City Council Chambers at the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa.; and Whereas, it is the determination of the City Council that approval of the Development Agreement, for redevelopment of the Property by 210 Jones, LLC. 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 by and between the City of Dubuque and 210 Jones, LLC., a copy of which is attached hereto, is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. That the City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved and adopted this 191" day of June, 20 M� Attest: KeA S. Firnstahl, City Clerk Doc ID: 010486440001 Type: GEN Kind: AGREEMENT Recorded: 05/14/2020 at 04:19:30 PM Fee Amt: $7.00 Paqe i of 1 Dubuque County Iowa John Murphy Recorder File2020_00006244 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 210 Jones, LLC, was made regarding the following described premises: Lot 1 of City Lot 541, Lot 2 of City Lot 541, City Lot 542, Lot 1 of Lot 2 of City Lot 543, Lot "A" of "Vacated Shields Street", and, Lot 2 of Lot "D" of "Vacated Shields Street", in the City of Dubuque, Iowa, according to the United States Commissioner's Map of the Survey of the Town of Dubuque, Iowa, and the recorded plats of said respective subdivisions The Development Agreement is dated for reference purposes the 191h day of June, 2017, 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 [2 oday of May, 2020. CITY OF DUp QUE, IOWA By: BartA. Lindahl, Senior Counsel STATE OF IOWA ss: DUBUQUE COUNTY On this i) 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 Dubuque and the Senior Counsel acknowledged said instrument to be his free act and deed on behalf of the ity of Dubuque. Notary Public, St to of Iowa TRACEY L. STECKLEIN �•; Commission Numb r 716016 o.My Comm. Exp. DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 210 JONES, LLC. THIS DEV LOPMENT AGREEMENT (Agreement) dated for reference purposes the day of 2017 is made and entered into by and between the City of Dubuque, low (City), and 210 Jones, LLC. (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542, LOT 1 OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543, LOT "A" OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D" OF "VACATED SHIELDS STREET", IN THE CITY OF DUBUQUE, IOWA, ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF THE SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS locally known as 210 Jones 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 372-15 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 historic 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, as amended, and last amended on March 6, 2017, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. 052517bal 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 9. REPRESENTATIONS AND WARRANTIES 1.1 Representations and Warranties of City. In order to induce Developer to enter into this Agreement, City hereby represents and warrants to Developerthat 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. 2 (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 which representations and warranties shall continue and survive the Closing Date. 1.2 Representations and Warranties of Developer. The Developer makes the following representations and warranties: (1) Developer is a limited liability company duly organized and validly existing under the laws of the State of Iowa, is the owner of the Property, 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 Developerand, assuming due authorization, execution and deliverybythe 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 C. (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 organization or the operating agreement 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 3 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 23rd day of June, 2017, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 30t" day of June, 2017. 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 B. (2) Developer shall have the right to terminate this Agreement at any time 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 C. 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. N SECTION 2. DEVELOPMENT ACTIVITIES 2.1 Required Minimum Improvements. Developer must make a capital investment of not less than two million six hundred thousand dollars ($2,600,000.00) to purchase and improve the Property (the Minimum Improvements). These Minimum Improvements include creating Ten Thousand (10,000) square feet of commercial space and an additional Twelve Thousand (12,000) square feet of climate controlled storage. Developer must also construct twelve (12) parking spaces (the Parking Spaces) which will be owned and managed by City, as provided in Section 2.2. 2.2 Parking Lot. (1) Construction of Improvements. (a) Upon receipt of necessary variances, permits and approvals described in subsection (b) below, Developer shall, within 36 months after Closing, construct a twelve -stall public parking lot (the Parking Lot) as shown on Exhibit E, including all pavement markings, signage, and associated landscaping, lighting, and irrigation, which shall be subject to review and approval at the City's sole discretion (the Parking Improvements). Developer hereby agrees that construction of the Parking Improvements shall be substantially completed by July 31, 2020. (b) Developer shall be responsible for obtaining all necessary variances, permits and approvals to construct the Parking Improvements. City shall cooperate with Developer to obtain any needed variances, permits and approvals to construct the Improvements. If the necessary variances, permits and approvals cannot be obtained, then Developer shall have no obligation to construct the Improvements. Developer shall design the Parking Improvements to all applicable state and city standards and shall submit the plans to City for prior approval prior to commencement of any construction. Parking Lot plans, including grades and elevations, must be designed to work in conjunction with existing public street improvements to the satisfaction of City Engineer in the City Engineer's sole discretion. (c) City will own the Parking Improvements after the Parking Improvements are inspected and accepted by the City Council. (d) Developer will be responsible for any and all construction inspection and materials testing as deemed necessary by the City Engineer in the City Engineer's sole discretion, including but not limited to concrete cylinder testing and base material compaction testing. (e) Developer will maintain all landscaping and irrigation for one year after acceptance of the Parking Improvements by the City. 5 (f) Developer will provide any and all bonding and insurance for the Parking Improvements as deemed necessary by the City Engineer. (2) Operation of Parking Lot. (a) City agrees to operate and maintain the Parking Lot after acceptance of the Parking Improvements by the City Council. (b) City intends to rent or meter the 12 parking stalls in the Parking Lot at market rent as determined by City from 8 a.m. to 5 p.m. on weekdays and Saturdays. City intends to operate the 12 parking stalls as a public parking lot, with restrictions determined at City discretion. (c) Upon completion of construction and prior to the initial renting or metering of the parking stalls, City shall provide written notice to Developer, and Developer shall have the option, upon written notice to City of the exercise of the option delivered to City within thirty days after the date of City's notice, to rent up to 3 stalls from City at a rate established by the City Council and adjusted annually if necessary during the budget process. If Developer fails to exercise the option to rent any spaces within such period of time, City may but shall have no obligation to rent available spaces to Developer. 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, 2017. 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 0 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 and the Parking Improvements, the City Manager shall f6rnish Developer with the Certificate of Completion in recordable form and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement. The Certificate of Completion is in the form attached hereto as Exhibit F SECTION 3. CITY PARTICIPATION 3.1 Downtown Rehabilitation Grants (1) Planning and Design Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Developerfor documented predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Property on the terms and conditions set forth in Exhibit G. Prior to the release of any grant funds, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. (2) Fagade Grant. City agrees to provide a matching (1:1) grant not to exceed Ten Thousand Dollars ($10,000) to reimburse Developer for documented costs for front or rear fagade renovations to the Property to eliminate inappropriate additions or alterations and to restore the fagade to its historic appearance, or to rehabilitate the fagade to include new windows, paint, signage, awnings, etc., to improve the overall appearance of the Property, and the costs of landscaping or screening with fencing or retaining walls if such landscaping or screening improves the Property adjacent to the public right-of-way, on the terms and conditions set forth in Exhibit H. (3) Financial Consultant Grant. City agrees to provide a matching (1:1) grant not to exceed Fifteen Thousand Dollars ($15,000) to reimburse Developer for documented costs related to hiring a financial consultant to evaluate the Project's feasibility on the terms and conditions set forth in Exhibit I. Such funds will be disbursed only on completion of the Minimum Improvements, documentation of costs and an inspection of the completed Project. (4) Written requests for payment of grant funds must be submitted to the Economic Development Department together with all required documentation. J 3.2 Economic Development Grants. (1) 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 7 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, as follows: November 1, 2020 May 1, 2021 November 1, 2021 May 1, 2022 November 1, 2022 May 1, 2023 November 1, 2023 May 1, 2024 November 1, 2024 May 1, 2025 November 1, 2025 May 1, 2026 November 1, 2026 May 1, 2027 November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to ninety percent (90%) of the actual amount of 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 Property and Minimum Improvements constructed by Developer (this 90% share of the collected tax increment revenue being referred to herein as the Pledged Developer Tax Increments). Developer recognizes and agrees that the Economic Development Grants shall be paid solely and only from the incremental taxes collected by City in respect to the Property and Minimum Improvements, which does not include property taxes collected for the payment of bonds and interest of each taxing district, and taxes for the regular and voter - approved physical plant and equipment levy, instructional support levy, and 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. (2) To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2019, its request for the available Pledged Developer Tax Increments, resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Developer on November 1 and May 1 of that fiscal year. (Example: If City so certifies by December 1, 2019, the Economic Development Grants in respect thereof would be paid to Developer on November 1, 2020, and May 1, 2021.) (3) The Economic Development Grants shall be payable from and secured solely and only by the Pledged 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 210 Jones, LLC TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term and to apply the incremental taxes collected in respect of the Property and Minimum Improvements and allocated to the 210 Jones, LLC TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.2(1) 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 Pledged Developer Tax Increments actually collected and held in the 210 Jones, LLC 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. (4) City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area, or any available Pledged 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. (5) All of City's obligations under this Agreement, including but not limited to City's obligation to pay the Economic Development Grants to Developer, shall be subject to City having completed all hearings and other procedures required to amend the Urban Renewal Plan to describe the Urban Renewal Project being undertaken in accordance with this Agreement. SECTION 4. NOW APPROPRIATION / LIMITED SOURCE OF FUNDING. 4.1 Non -Appropriation. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any installment of the Economic Development Grants from the pledged tax increment revenues shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit within the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non -appropriation by the City Council of City as provided in this Section. City may exercise its right of non -appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non -appropriation shall be exercised only by resolution affirmatively declaring City's election to non -appropriate funds otherwise required to be paid in the next fiscal year under this Agreement. In the event the City Council of City elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the installments on the Economic Development Grants due and payable in that future fiscal year, then City shall have no further obligation to Developer for the payment of any installments due in that future fiscal year which cannot be paid with the funds then appropriated for that purpose. 9 4.2 The right of non -appropriation reserved to City in this Section is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to pay future installments on the Economic Development Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision, and to this end the provisions of this Agreement are severable. SECTION 5. COVENANTS OF DEVELOPER 5.1 The Minimum Improvements to the Property shall conform to City of Dubuque. Architectural Guidelines and the Design Letter, Exhibit J. 5.2 This section intentionally left blank. 5.3 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. 5.4 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. 5.5 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. 5.6 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 10 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. (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. 5.7 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. 5.8 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, gender identity, national origin, age or disability. 11 5.9 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, 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. 5.10 Non -Transferability. During the Term of this Agreement, this Agreement may not be assigned by Developer nor may any portion of the Property be sold or otherwise transferred by Developer without the prior written consent of City in City's sole discretion. City has no obligation to consent to any assignment or sale. 5.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property or any part thereof that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as commercial and storage space, is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 5.12 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 6. EVENTS OF DEFAULT AND REMEDIES. 6.1 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: 12 (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 or the Parking 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 Property. 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. 6.2. Remedies on Default by Developer. Whenever any Event of Default referred to in Section 6.1 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 or Economic Development Grant and Loan 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. 6.3 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 13 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. 6.4 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. 6.5 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. 6.6 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 7. GENERAL TERMS AND PROVISIONS 7.1 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: Chris Miller 210 Jones, LLC. 3211 North Cedar Court Dubuque IA 52003 With copy to: Attorney Flint Drake 300 Main Street, Suite 323 Dubuque, Iowa 52001 (563) 582-2000 14 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: 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. 7.2 Binding Effect. This Agreement shal[be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns. 7.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on June 1, 2030 (the Termination Date). 7.4 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. 7.5 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 DUBUQUE, IOWA By ; Roy D. uol, Mayor 210 JONES, LLC A Chris Miller, President 15 City Clerk (City Seal) STATE OF IOWA SS COUNTY OF DUBUQUE On this day of `La, 20Q, before me the undersigned, a Notary Public in and for the said County and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, 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. Notary Public STATE OF IOWA SS COUNTY OF DUBUQUE GLEASON CO mission Number 719986 ;y Commission Expires -� On this 0-"— day of201-7, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Chris Miller, to me personally known, who, being by me duly sworn, did say that he is the President of 210 Jones, LLC., the corporation executing the instrument to which this is attached and that as said President of 210 Jones, LLC. 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. Public- �t arfU,t •rw ��n}Sr115�'��Xp, s J�j fact m. 16 LIST OF EXHIBITS EXHIBIT A — City Attorney Certificate EXHIBIT B — City Certificate EXHIBIT C — Opinion of Developer Counsel EXHIBIT D — Memorandum of Development Agreement EXHIBIT E --- Parking Improvements EXHIBIT F — Certificate of Completion EXHIBIT G — Planning and Design Grant EXHIBIT H — Fapade Grant EXHIBIT i — Financial Consultant Grant EXHIBIT J — Design Letter INSURANCE SCHEDULE 17 EXHIBIT A CITY ATTORNEY'S CERTIFICATE m BARRY A. LINDAHL, ESQ. CITY ATTORNEY (DATE) RE: Dear I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Ag reement between (Developer) and the City of Dubuque. Iowa (City) dated for reference purposes the day of , 29 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. BAL:tIs Very sincerely, Barry A. Lindahl, Esq. City Attorney 19 EXHIBIT B AIwas] 4 A IIalo7,110 20 rf1b MY C9- Du Qu rr City NIallel;er's of ice ff Dubuque, Iowa 52001-486.1 (50) 589-411U ljlxrne (5 )3) 989-41.111 hx clV1T1gV tdWOfkiubtLgve-org (DATE) Dear 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 orproceedings 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 21 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) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing ❑ate with the same force and effect as if such representations and warranties had been made on and as of the Closing Date which representations and warranties shall continue and survive the Closing Date. MCVM:jh Sincerely, Michael C. Van Milligen City Manager 22 EXHIBIT C OPINION OF ❑EVELOPER'S COUNSEL 23 Mayor and City Councilmembers City Hall 131h and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Council members: 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 limited liability company organized and existing underthe laws of the State of Iowa 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 ❑eveloper's obligations 24 thereunder. Very truly yours, 25 I 4191: i MEMORANDUM OF DEVELOPMENT AGREEMENT 26 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 563 583-41 13 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and 210 Jones, LLC. was made regarding the following described premises: LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542, LOT 1 OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543, LOT "A" OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D" OF "VACATED SHIELDS STREET", IN THE CITY OF ❑UBUQUE, IOWA, ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF THE SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS The Development Agreement is dated for reference purposes the day of 2017, 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 2017, CITY OF ❑UBUQUE, IOWA 27 m Roy D. Bud, Mayor Kevin S. Firnstahl, City Clerk 99 STATE OF IQWA SS COUNTY OF ❑UBUQUE On this day of , 20, before me, a Notary Public in and for the State of Iowa; in and for said county, personally appeared Foy D. Buol and Kevin S. Firnstahl, 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 SS COUNTY OF ❑UBUQUE On this day of , 20, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Chris Miller to me personally known, who being by me duly sworn did say that he is the President of 219 Jones, LLC. and that said instrument was signed on behalf of said company by authority of its members and that he acknowledged the execution of this instrument to be the voluntary act and deed of said company by it voluntarily executed. Notary Public, State of Iowa 29 PARKING IMPROVEMENTS 30 —, C. ,, DUT WijUE- EXHIBIT E PARKING IMPROVEMENTS N Map Prepared by! City or Dubuque 1 inch= 30 feet w E W West I alh strool Dubuque. ma 52001 30 15 0 3D RW Phone: (563) 5894270 s Far: (563) 689A205 I WX:11:11d 9 CERTIFICATE OF COMPLETION 32 Prepared By: Barry A. Undahl, 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 C49aZW2[O-TH WOM9191 IT, Iaw: aiC0 kiI WHEREAS, the City of Dubuque, Iowa, a municipal corporation (City) and 210 Jones, LLC (Developer) entered into a Development Agreement dated for reference purposes , 2017, relating to certain real property located within the Greater Downtown Urban Renewal District of the City of Dubuque and as more particularly described as follows: LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542, LOT 1 OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543, LOT "A" OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D" OF "VACATED SHIELDS STREET", IN THE CITY OF DUBLIQUE, IOWA, ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF THE SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS (the Property); and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the development of the Property, and obligated Developer to construct certain Minimum Improvements in accordance with the Agreement; and WHEREAS, Developer has to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements on the Property in a manner deemed sufficient by City to permit the execution and recording of this certification. NOW, THEREFORE, pursuant to Section 2.4 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of Developer, and its successors and assigns, to construct the Minimum Improvements on the Property have been completed and performed by Developer to the satisfaction of City and such covenants and conditions are hereby satisfied. The Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfaction of the covenants and conditions of said Agreement, as amended, and that said Agreement shall otherwise remain in full force and effect. CITY OF ❑UBUQUE, IOWA 33 STATE OF IOWA SS COUNTY OF ❑UBUQUE Michael C. Van Milligen, City Manager On this day of .20 , before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Michaei 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 34 EXHIBIT G PLANNING & DESIGN GRANT 35 PLANNING & DESIGN GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring architects, engineers or other professional services used prior to construction - Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) be awarded by the City to qualifying projects to offset the actual pre -development costs_ (Example_ $.8,500 in eligible project costs would receive $4.250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant_) Grant Specific Conditions: • Reimbursement is for architectural and engineering fees, feasibility studies, environmental assessments or other related soft costs. ■ Reimbursable expenditures must be documented_ ■ Owner I developer fees are not permitted as reimbursable expenditures. ■ The grant shatl not exceed ten percent (10%) of total project costs. • Grants will be disbursed upon completion of the project at a rate of $0.50 for each $11_00 of qualified costs. Approval Process: 1. Design review by the City Planning Department and/or the Historical Preservation Commission is required forexterior wank on the project. 2. Grant applications wall be reviewed by City staff Review Committee and approved by the City Manager. I Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project. 36 EXHIBIT H FACADE GRANT 37 FACADE GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for front or rear fagade renovation to restore the facade to its historic appearance or improve the overall appearance. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) shall be awarded by the City to qualifying projects based on total eligible project costs. (Example_ $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $20,DQ0 or greater eligible project casts would receive the maximum $10,000 grant.) Grant Specific Conditions: ■ Reimbursement is for labor and material costs associated with facade improvements, including but not limited to, rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is matte that property is improved adjacent to public right-of-way. • In order to receive reimbursement for repointing, a mortar analysis sample may be requested for each fa§ade that will be repointed. The applicant must adhere to the results of that analysis in their rehabilitation work as part of their approved project plan. The City may request verification that the new mortar matches the results of the mortar analysis. • Language from the National Park Service Technical Preservation Services Briefs may be attached as a condition for a building permit if the applicant chooses to perform repointing on the project. ■ Reimbursable expenditures must be documented. • Grants will be disbursed upon completion of work at a rate of $_50 for each $1.00 of qualified costs_ Approval Process: 1. Design review by the City Planning Department andlor the Historical Preservation Commission is required for exterior work on the project 2. Grant applications will be reviewed. by City staff Review Committee and approved by the City Manager. 3. Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project_ m IWAM 21 FINANCIAL CONSULTANT GRANT 39 FINANCIAL CONSULTANT GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring a financial consultant to analyze the feasibility of projects. Amount of Grant: 1A matching grant not to exceed fifteen thousand dollars ($15,000) shall be awarded to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4.250 grant matched by $4.250 in private contribution; $30,000 or greater eligible costs would receive the maximum $15,000 grant) Grant Specific Conditions: Reimbursement is for fees associated with hiring a professional financial consultant. • Reimbursable expenditures must be documented_ • This grant shaft not exceed ten percent (10%) of total project costs. • The rehabilitation project must be completed for Me Financial Consultant Grant to be funded. • Grants will be disbursed upon completion of work at a rate of 5.50 for each $1.0Q of qualified costs. Approval Process: 1. Design rewcew by the City Planning Department and/or the Historical Preservation Commission is required for exterior wort[ on the project. 2. Grant applications will be reviewed by City staff Review Committee and approved by the City Manager_ 3_ Funding will be disbursed upon staff review of documented expenditures and inspection of a completed project - MN EXHIBIT J DESIGN LETTER 41 1rr?C,rmQl D41bmu�- D-Ii E lrinsfc�t��ic�ct. Vol TO: Jill Connors, Economic Development Project Coordinator FROM: David Johnson, Assistant Planner .- SUBJECT: Design Review-210Jones Street DATE: October 6, 2016 MWWL19= This memorandum forwards the design review for exterior improvements to 210 Jones Street. The design review is being provided per your request in response to a development agreement for the property. Background The project is located in the Greater Downtown Urban Renewal District and the Downtown Design Guidelines Area. Exterior alterations receiving city incentives are subject to design review and approval. The City of Dubuque Architectural Guidelines apply to this project_ Discussion The scope of this design review is limited to the exterior of the building. The proposed alterations include new windows and doors to be located in ex}sbng openings. The project as depicted in the enclosed drawings prepared by Jeffrey Morton Architects and dated July 6, 2012 is recommended for approval with the following conditions: The new windows must be either alu"num clad or wood and match the same size, shape, and style as the original windows. The divided] ite pattem depicted in the drawings is acceptable. Muntins must be located on the exterior of the glass. 2_ The new commercial and service doors are acceptable as depicted and may be either wood or metal. The colors of the doors, windows and any trim should complement each other_ The property owner should continue to consult with me if the design of the doors should change. This project, d done in conformance with the approved plans and corWltions, will meet the City of Dubuque Architectural Guidelines. The property owner must be aware that local approval and conditions do not necessarily mirror those standards set forth by the State of Iowa for Historic Tax Credit projects. If Federal funding or Hstoric Tax Credits are planned for the project, it is highly recommended the propefty owner consult with the State Historic Preservation Office prior to commencing work. cc Todd Carr, Building Services Manager 42 � � a AnoiboLLVI M ATFaNtlU4 iY liO VA=F34MG AiblLfArMT 4M r• I EEI ail EEEEI EM PFRI 43 INSURANCE SCHEDULE AA 45 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees 119IR111 _►fLyM1yawl :1•I11WAUM shall furnish a signed certificate of insurance to the City of Dubuque. Iowa for the coverage required it) Exhibit I prior to the lease, license, or permit commencement Ali lessees of City property and right of way licensees or permittees shall submit an updated certificate annually. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Eg: Project # or lease of premises at or construction of or right of way permitted location and description Alt policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current AM. Sest's Rahng Guide. 3. Each certificate shall he hrmrshed to the Department of the City of Dubuque. 4. The lessee, licensee, or permittee shall be required to carry the minimum coveragellimits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque 5. Failure to obtain or maintain the required insurance shall he considered a material breach of the lease, license, or permit. &. All required endorsements shall tie attaches to certificate. 7. Whenever a specific iSO foci is referenced the current edition of the form nmust tie user unless an equivalent form is approved by the Finance Director. The lessee, licensee, or permittee must identify and fist rn wrib ng all deviations and exclusions from the ISO form. 8 If lessee's, licensee's, or permidee's limits of liability are higher than the required minimum limits then the lessee's, licensee's, or permittee's limits shall be this agreement's required lirnits. 9 Lessee, licensee, or permittee shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Lesee, licensee, or perm ittee agrees that it shall be lie hte for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the lessee, licensee, or pernuttee_ Page 1 of4 Schedule AA Lessees Of City Property. Right Of Way Licensees or Permittees April 2_017 M City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE AA (CONTINUED) EXHIBIT I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit S2,000,0136 Products -Completed Operations Aggregate Limit $1,ODO,DD0 Personal and Advertising Injury Limit $1,00D,0D0 Each Occurrence $1,000,0D0 Fire Damage Limit (any one occurrence) $50,000 Metfical Payments 55,000 1 y Coverage shall be written on an occurrence, not claims made, form_ The general liability coverage shall be written in accord with ISO form CG0001 or business owners form BP0002_ All deviations from the standard ISO commercial general liability form CG 0001, or Business owners fom) BP 0002. shalt be clearly identified. 2) Include ISO endorsement tam CG 25 04 "Designated LoGabon (s) General Aggregate Limit-' 3) Include endorsement indicating that coverage is primary and non-contributory_ 4) Include Preservation of Governmental Immunities Endorsement (Sample attached). 5) Include an endorsement that deletes any fellow employee exclusion. 6) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials. all its employees and volunteers, all its boards, commissions andlor authorities and their board members, employees and volunteers. Use ISO form CG 20 10 (Ongoing operations) or its equivalent 7) kf lessee, licensee, or permittee utilizes Trikkes or Segways in the conduct cf business. include an endorsement reflecting that these vehicles are not excluded from Commercial General Liability coverage. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Statutory —state of Iowa Coverage B Employers Liability Each Accident $100,000 Each Employee -Disease $100,OD0 Policy Limit -Disease $500,13DO Policy shalt include Watver of Right to Recover from Others endorsement. Nonelect ion of Workers` Compensation or Employers` Liability Coverage under Iowa Code sec. 87_22 yes _ form attached C) ENVIRONMENTAL IMPAIRMENT LIABILITY OR POLLUTICfI LIABILITY Coverage required- _ yes _ no Page 2 of 4 Schedule AA Lessees Of City Property; Right Of Way Licensees or Permittees April 2017 47 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE AA (Continued) Pollution liability coverage shall be required if the lessee, contracting parry, or perm ittee has any pollution exposure for abatement of hazardous or contaminated materials including; but not limited to, petroleum products, the removal of lead, asbestos, or PCBs. Pollution product and completed operations coverage shall also be covered. Each occurrence $2.00D,1300 Policy Aggregate $4,00D.000 1) Policy to include premises and transportation coverage_ 2j Include additional insured as stated in AM. 3) Include Preservation of OovemmeMal Immunities Endorsement. 4) Provide evidence of coverage for 5 years after completion of project. Di PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE. OR PERMIT yes , no Evidence of property coverage provided ____ yes Page 3 of 4 Schedule AA Lessees Of City Property Right Of Way Licensees or Permittees April 2017 M City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Inirnunity- The Ensurer expressly agrees and states lhat 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 Cade of Iowa Section 670.4 as it is now exists and as it may be amended From time to time_ 2. Claims Coverage. The insurer 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 terns and conditions of this insurance policy. 3. 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 insurer. 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of govemtrmental 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, towa_ No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy - SPECIMEN Page 4 of 4 Schedule AA Lessees Of City Property: Might Of Way Licensees or Permittees April 2017 STATE OF IOWA {SS. DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, 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: June 9, 2017, and for which the charge is $34.34. Subscribed to before n a Notary Public in and for Dubuque County, Iowa, this _ day o w,^ .. , 20 Z Notary Public in and for Dubuque County, Iowa. iOp'l MARY K WESTERMEYER Commission Number 154885 C My, Commission Exp. Feb.1, 2020 or persons"with special accessibility needs should contact the City CITY OF OUBUQUE, At the meeting, the Clerk's63) 4100 .ore TDDat /TfY IOWA city Council 'will (563) $90-6678 at least OFFICIAL NOTICE:` receive oral and 48 hours prior to, the NOTICE OF A,PUBLIC written objections from meeting. HEARING OF THE any resident or pro- Dated this 9th day of CITY, COUNCIL OF perty owner of said June, 2017.. T.HE CITY OF DUBU- City to the above Kevin S.'Firnstahl, City QUE, IOWA,,ON THE action. After all objec- Clerk of Dubuque, Iowa' MATTER. OF THE tions' have been re- It6/9 ..PRO P.OSED'AUTHORI. ceived and considered, , ZATIAN OF URBAN the City Council may at RENEWAL TAX this meeting or at any IN- GREMENT REVENUE adjournment thereof, OBLIGATIONS AND approve the, Develop - THE'' APPROVAL OF ment Agreement and ize such Tax THE' DEVELOPMENT autIncrement Revenue AGREEMENT RELAT- Grant Obligations or ING THERETO WITH abandon the proposal. 216 JONES, LLC By order of • the City PUBLIC NOTICE is Council said " hearing hereby given that the , City Council of the City andappeals therefrom shall be held in actor- of Dubuque; Iowa,. will dance with and govern - hold , a public hearing ed by the provisions of on the 19th day of Section 403,9 of the June, 2017, at 6A0 P.M. Code of Iowa9 in the City . Council This notice is given by Chambers at the order notice the City Historic Federal Build Council of the City of ing, 350 W. 6th St., Dubuque, Iowa, at Dubuque, provided [by b Iowa,. as Chapter which meeting the City prov of the. Code er Council proposes 'to Iowa. take action on the Any visual or hearing authorization and lop- impaired persons need- crient g the Develop- ing special assistance ment .Agreement, and on the issuance of economic development ,grants (UrbamRenewal Tax Increment Reve nue Grant obligations) described therein in order to carry out the .purposes and objec- tives of the. Urban Renewal Plan• for the Greater Downtown Urban Renewal) District consisting ,funding ,_;of economic development grants to 210 Jones, 11 ., under the terms and condi- tions of said -Develop ment Agreement and the Urban Renewal Plan for the Greater Downtown„Urban Re- newal District. The nnoreaate• amount,,; of it,obligations can - 'be determined at present time, but is expected to exceed 3,000. i - 100, E w �E f_ �f �f TREE 3 F 8 TREE �- 12" TREE / 1" IRRIGATION LINE E ; �A BANDONEp�—w � r3 " TRANSFORPER 3 T 6" THEE / L —T—T* T T_r �� r _ 12 STALLS r— sHH E r; —E E—E ESE ` STREET wv E v _W � WLW / /T_ G c_ T--r----y rr rr= t_TS T c T—�r_Tsr_Tr_r r T lit" I III 8" TREE —a _wZTYP 23.= r T- 2-2" 3Q JOW-wsw N ES �S T w—w—W —w— REET r_ T T TAT G G—G_ T A _ r _ 1" IR GATION LINE /STREET HH I I 1 I � -E I Ewe � i-E- -IG T I 3 2-2" C NDUI� 3 BIKE PARK 0 5' 10' 20' 1" = 10' (22"x34") 1" = 20' (11"x17") IRRIGATION SYSTEM LEGEND o RATS TE....EDnDN NETER. CONNECT TO CITY GwPRE"ENTER WATER SYSTEM © aAln elao CONTROLLER WITH q" LIVE TAP o MIN BIRD 1812 POPUPSPRAY HEAD LIGHTING LEGEND ESE STREET LIGHT PER CITY SPECIFICATIONS E o HAND HOLE }J! E E 2-2^CONDUITS REPLACE WALK PANELS DISTURBED FROV IRRIGATION SERVICE LINE INYc'TALLATION VD IT -/ "" © SIG Iw WV® BIK I I RO TE i 2-2^ CI NDUIT IQ 3 Im I 62' I w_w_J''COPPE♦jLATERAL _ c'= I I r— f r—_S r I_ r r—T- _ i—T c_ — T r_ a T--T-tT—r�gT r m m 0 U (n O Z � O N N W (if Do 0 FA 0) C3.00