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73 CHS Forwards LLC Development Agreement_299 Main StreetMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Development Agreement with 73 CHS Forwards, LLC to Redevelop Property at 299 Main Street DATE: August 9, 2010 2. 73 CHS Forwards, LLC must redevelop 299 Main Street at a cost of approximately $2,620,000 by no later than July 1, 2011. Michael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director Dubuque hatil AlaAmedcaCfy 11111 r 2007 Economic Development Director Dave Heiar recommends City Council approval of a Development Agreement, which includes urban renewal tax increment obligations, to 73 CHS Forwards, LLC, for the purpose of redeveloping the building located at 299 Main Street, the former Cooper Wagon Works building. The key elements of the Development Agreement are: 1. The project will receive $210,000 in incentives through the Downtown Housing Incentive Program. This was committed by the City Council on July 19, 2010. 3. 73 CHS Forwards, LLC will receive a 15 -year TIF in the form of a semi - annual tax rebate on the value of the assessable improvements. I concur with the recommendation and respectfully request Mayor and City Council approval. Masterpiece on the Mississippi Dubuque AFAmalca cNr r 2007 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Directob SUBJECT: Development Agreement with 73 CHS Forwards, LLC to redevelop property at 299 Main Street DATE: August 9, 2010 INTRODUCTION On August 2, the City Council set a public hearing for August 16 on a proposed Development Agreement with 73 CHS Forwards, LLC. This memorandum presents for City Council consideration a Resolution approving a Development Agreement on the property located at 299 Main Street, the former Cooper Wagon Works building. The proposed agreement has minor modifications since the August 2 meeting. A redline version has been included to show these changes. BACKGROUND City staff has worked with 73 CHS Forwards, LLC. to formulate a funding package to redevelop the property located at 299 Main Street. 73 CHS Forwards, LLC plans to invest $2,620,000 in redeveloping the building into 21 apartments on floors 2 -4 and maintain the first floor as retail. DISCUSSION The proposed Development Agreement provides for several incentives to encourage redevelopment of the property. The Development Agreement requires the redevelopment of the property located at 299 Main Street into a commercial (restaurant/bar) and twenty -one (21) apartments. The key elements of the Development Agreement include the following: 1) The project will receive $210,000 in incentives through the Downtown Housing Incentive Program. This was committed by the City Council on July 19, 2010. 2) 73 CHS Forwards, LLC must redevelop 299 Main Street at a cost of approximately $2,620,000 by no later than July 1, 2011. 3) 73 CHS Forwards, LLC will receive a 15 year TIF in the form of a semi - annual tax rebates on the value of the assessable improvements. Additional terms and conditions are included within the attached Development Agreement. RECOMMENDATION Following the public hearing, I recommend that the City Council approve the Development Agreement which includes urban renewal tax increment obligations to 73 CHS Forwards, LLC for the purpose of redeveloping the building located at 299 Main Street. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F: \USERS \Econ Dev \Bricktown 2010 \Development Agreement\20100806 73 CHS Forwards Memo Approving DA.doc 3) 73 CHS Forwards, LLC will receive a 15 year TIF in the form of a semi - annual tax rebates on the value of the assessable improvements. Additional terms and conditions are included within the attached Development Agreement. RECOMMENDATION Following the public hearing, I recommend that the City Council approve the Development Agreement which includes urban renewal tax increment obligations to 73 CHS Forwards, LLC for the purpose of redeveloping the building located at 299 Main Street. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F: \USERS \Econ Dev \Bricktown 2010 \Development Agreement\20100806 73 CHS Forwards Memo Approving DA.doc RESOLUTION NO. 333-10 A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH 73 CHS FORWARDS, LLC FOR THE PROPERTY LOCATED AT 299 MAIN STREET. Whereas, the City of Dubuque, Iowa, has created Downtown Incentive Programs 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 these loan /grant programs to finance code compliance activities and to spur job creation activities; and Whereas, the grant application from 73 CHS Forwards, LLC 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 73 CHS Forwards, 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 with 73 CHS Forwards, LLC 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 73 CHS Forwards, LLC. 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 grant documents and is further authorized to disburse grant funds from the Downtown Incentive Programs, in accordance with the terms and conditions of the executed agreement. Passed, approved and adopted this 16 day of August, 2010. Attest: eanne F. Schneider, City Clerk Roy D. Buol, Mayor F: \USERS \Econ Dev \Bricktown 2010 \Development Agreement\20100806 DA Approval Resolution CHS Forwards LLC.doc //II/II///IIIII//II/I///I//IIIIIIIIIIIIllhIII/!IIIIIIIIIIIIIIIii//iiiii///iiiiij iii iiiii iiii iiii Doc ID: 010486430001 Type: GEN Kind: AGREEMENT Recorded: 05/14/2020 at 04:18:52 PM Fee Amt: $7.00 Page 1 of 1 Dubuque County Iowa John Murphy Recorder Fi1e2020-00006243 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 73 CHS Forwards, LLC, was made regarding the following described premises: Lot 73 (except the southerly 3 inches thereof) in the City of Dubuque, Iowa, according to the United States Commissioner's Map thereof The Development Agreement is dated for reference purposes the 16th day of August, 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. '111- Dated thi day of May, 2020. CITY OF DU = J' • E, IOWA By: Barry . Lindahl, Senior Counsel STATE + F IOWA DUBUQUE COUNTY : ss: On this 13 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, City of Dubuque. Notary Publi; tate of Iowa TRACEY L. STECKLEiN Commission Numb r 716016 My Comm Exp. 4' ft 3 00 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 73 CHS FORWARDS, L.L.C. THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes the 16th day of August , 2010 is made and entered into by and between the City of Dubuque, Iowa (City), and 73 CHS Forwards, L.L.0 (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): Lot 73 (except the southerly 3 inches thereof) in the City of Dubuque, Iowa, according to the United States Commissioner's Map thereof; 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 four -story 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: 08042010ba1 SECTION 1. 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 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. 2 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, 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. 3 1.3 Closing. The closing shall take place on the Closing Date which shall be the 1 day of October, 2010, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 1 day of January, 2011. 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 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 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 two million six hundred twenty thousand dollars ($2,620,000.00) to acquire and improve the Property (the Minimum Improvements). These Minimum Improvements 4 include creating twenty -one (21) apartments for market -rate rental and maintaining the first floor as commercial space, including bar and restaurant. 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 July 1, 2011. 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 of Developer's obligations to make the Minimum Improvements under this Agreement and completion of the Minimum Improvements by Developer as required by this Agreement. SECTION 3. CITY PARTICIPATION 3.1 Downtown Housing Incentive. (1) City agrees to provide to Owner on the terms and conditions set forth herein a grant in the amount of Two Hundred Ten Thousand Dollars ($210,000.00) (the Grant) that shall consist of Incentive Program funds. (2) Grant funds shall be disbursed to Owner by City for Qualifying Project Expenses as defined in the Grant Agreement for amounts not in excess of the total sum in Section 3.1. It is expressly understood that all funds advanced under this 5 Agreement shall be used by Owner only for the purpose of paying the Qualifying Project Expenses set forth in such written requests. (3) Grant funds will be disbursed to the Owner after City issuance of a Certificate of Occupancy for the Project. Prior to the disbursement of any funds, Owner shall provide evidence satisfactory to City that the improvements have been completed in accordance with the plans and other documentation submitted to City with the application. 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 thirty (30) 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 November 1, 2020 November 1, 2021 November 1, 2022 November 1, 2023 November 1, 2024 November 1, 2025 November 1, 2026 May 1,2013 May 1,2014 May 1,2015 May 1,2016 May 1,2017 May 1,2018 May 1,2019 May 1, 2020 May 1,2021 May 1, 2022 May 1, 2023 May 1, 2024 May 1, 2025 May 1, 2026 May 1, 2027 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 ($852,900). 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 6 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, 2011, 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, 2025, 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, 2011, 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 299 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 299 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 299 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. 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 Minimum Improvements 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 7 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. (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. (3) 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. (4) 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 8 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, 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. 9 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: (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. 10 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) Until issuance of the Certificate of Completion, 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. 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, 11 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: With copy to: If to City: With copy to: 73 CHS Forwards, L.L.C. Attn: Jim Hobart 4425 Plumberry Road Ely, IA 52227 John Beasley Phelan Tucker Law Firm P.O. Box 2150 321 E. Markey Street Iowa City IA 52244 City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589 -4110 Fax: (563) 589 -4149 City Attorney City Hall 50 W. 13 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. 12 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, 2027 (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 DU UQUE, IOWA By Att Roy D Mayor 0 eanne F. Schneider City Clerk i) X / 13 73 CHS FORWARDS, L.L.C. By By Mike F antz, Manage Brian 'n, Manager (City Seal) STATE OF IOWA COUNTY OF DUBUQUE STATE OF IOWA Not. ` Pub IC ) ) ) ) ) COUNTY OF DUBUQUE ) SS On this `4 day of % 20 /l before me the undersigned, a Notary Public in and for the said C�� r' 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 •f said City _ andhem .luntarily executed. SS On this I? day of AtfujT 20 /0, before me the undersigned, a Notary Public in and for the State oflowa, personally appeared Mike Frantz and Brian Flynn, to me personally known, who, being by me duly sworn, did say that they are Managers of 73 CHS Forwards, L.L.C. the limited liability company executing the instrument to which this is attached and that as said Managers of 73 CHS Forwards, L.L.C. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by them voluntar executed. F: \U RS \Econ Dev \Bricktown 2010 \Development Agreement\20100804 73 CHS Forwards, LLC Development Agreement bal dean.doc 14 o • i SUSAN M. WINTER COMMISSION NO.183274 MY COMMISSION EXPIRES 2/14/11 LIST OF EXHIBITS EXHIBIT A — City Attorney's Certificate EXHIBIT B — Opinion of Developer's Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement INSURANCE SCHEDULE EXHIBIT A CITY ATTORNEY'S CERTIFICATE 16 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear 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. 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 BAL:tls 17 (DATE) Very sincerely, Barry A. Lindahl, Esq. City Attorney EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 18 321 East Market Post Office Box 2150 Iowa City, Iowa 52244.2150 Phone: (319) 354.1104 Fax: (319) 354-6962 E -mail addresses: attorney's last name ©ptmlaw.com www.ptmlaw.com William V. Phelan Bruce L. Walker Richard M. Tucker Thomas H. Gelman Gary J. Schmit John E. Beasley Dean D. Carrington Pope S. Yamada Anna Moyers Stone Rachel Zimmermann Smith Daniel W. Boyle William M. Tucker [19222003] Charles A. Mullen [1937.2001] PHELAN TUCKER MULLEN WALKER TUCKER GELMAN LLP AT T 0 R NE YS AT L A W Mayor and City Councilmembers City Hall 13 and Central Avenue Dubuque, IA 52001 Dear Mayor and City Councilmembers: August 12, 2010 Re: Development Agreement Between the City of Dubuque, Iowa and 73 CHS Forwards, L.L.C. We have acted as counsel for 73 CHS Forwards, L.L.C. (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 August, 2010. 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 under the 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 Certificate of Organization and Operating Agreement 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 thereunder. JEB /ch Very truly yours, E. Beasley City Manager's ()nice 50 West 1301 Street 1)uhuyue, Iowa 520(11- 4136•t (563) 589- .171(1 phone (593) 5M9 1119 tax i hvml;r- cihvotc7uhuque.org Dear (DATE) 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 body in which there is a reasonable possibility of an adverse decision which could 22 MCVM:jh 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. 23 Sincerely, Michael C. Van Milligen City Manager EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 24 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 73 CHS Forwards, L.L.C. was made regarding the following described premises: Lot 73 (except the southerly 3 inches thereof) in the City of Dubuque, Iowa, according to the United States Commissioner's Map thereof. 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 73 CHS FORWARDS, L. .C. t By B Roy D. Buol Mayor 25 Mike Frantz, Manac€r Attest: Jeanne F. Schneider City Clerk STATE OF IOWA COUNTY OF DUBUQUE 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 On this /2. day of (d 20 /6, before me the undersigned, a Notary Public in and for the State of I a, personally appeared Mike Frantz and Brian Flynn, to me personally known, who, being by me duly sworn, did say that they are Managers of 73 CHS Forwards, L.L.C., the limited liability company executing the instrument to which this is attached and that as said Managers of 73 CHS Forwards, L.L.C., acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by them voluntarily, uted. .' - z .- Notary abli a e of Iowa ) ) ) ) ) ) SS SS 26 By Brian Flyn `Manager JOHN E BEASLEY Commission Number 162595 My Commission Expires r 15.2012 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 Products - Completed Operations Aggregate Limit Personal and Advertising Injury Limit Each Occurrence Limit Fire Damage Limit (any one occurrence) Medical Payments 27 $2,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 $ 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. 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 its 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 INSURANCE SCHEDULE (Continued) ❑ 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 ❑ Governmental Immunities Endorsement 28 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. 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 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 29 P011;:nv NiMIFU COMMERCIAL GENERAL UAW LITY CC> 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION 1his undctse,ment modifies insurance wcw.. undei the 'ullawing t"...X.NholLRCIAL GENERA,L AIIrY COVERAGE PART SCHEDULE Name Of Additional Insured PersoMs) Or Organization(s) Th C17y W Dubuque, 1:c 1 uci ng 1 1 11..9 e1jPil a rd appriintcc of zls , a 1 1 l:s elp 1 oyee:, and ve 1 uriLeiTS , a 1 1 uoares (Oxiiissinns a ndier autP.or ti es and tlei r :Oard TPlibers, irreloyens 4nd c 1 uflteers kyornatricr 1 fee corrVre th,F, .Schedu le. if rot "L siown ir the Decla Stgtiun 11 — Who k A insurod anordeic 1c In- clude e.3 en &Jr:lidera inBu Rao the PC zabon(ii shown in nk Sonr...e.blo. but only WI" respect to habilily 'nedily "pmpely carn.iuc" di 'persoral and arivertsiro :mune' c..aused ii whee or in dart. by your W.',Er ur c:r the arts or urns- c inse nn your ber A. In the perfornance at your ordOing coeratior F iT EL n connocrwi in your oremise3 owned 71 or , nril*w. I r: 'fru i C.C1 741 ?A n7 lid 1 0 ISO P:oner.ies. Inc.. 20C4 Page 1 of 1 30 ACQRQ. CERTIFICATE OF LIABILITY INSURANCE KL • (563)556 OZ72 INSURANCE AJJENLY KEEI ACIDNESS �IAII, LI• CO01 4 o'spany Street Andrus+ City, 5tatC, 71p code TYRE aF Lmul FIAArr 1•I JJt" hUMtllit II,SIEITY 141171 11714 : r'1- ,:. 1 «211 l ( .': N4i, I X :I; :JO. •1' H ',.1�1'.1.t5 •L' 1 EJLI MHHI41HHkL �.L14 LI •. , }d i Art 4tncY.rhismothrh rkiuh A4.0 •As1 a'•cra• 4.V LJT r A•4Y 114:;i•k-l.`Y.1 .4 hE •1'EF.c G.lt Yc r+.. t101 11FR (TTY 01 I)LJKINXIE CUFY RAIL 50 W. 13111 STRIFE WIJUI?Ut, IA $2001 ACCRED 2b Y20011031 FAX (56.i)5S6 -44411 �1 ♦. : r . .) U)1 : tt 31 THIS CERTFICATE IS ISSUED AS A MATTER OF 1NFORNIA11QN ONLY AND CONFERS MO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE GOES NO AMEND, E$TFNf OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOVY. INSURER. AFFORDING COVERAGE 7S. Id , . 1.1 NS. 4.4 i- insurance company ' .IFFI - I-IF Ir: €F9r,1F IN. il?? «tdl:f Li:sli..:::Ll.liV'!k r.' aL6GC�';• i;' UCnTrJTHF INS €Ft[7M.:kitll.:1!{YakF:.*.{ IHe Y'LHILILIIhi.r,.:RI s'.11 •i; I fiNl xw LP.'/ RC. ^..;1 4EI.IE4r TERM s'r {.UN'1II (,.l /o441 1..t11 11tAC1 r GThFP. 00711ElE4JT 4 RISPE1'T 114 '1'Hl;. i NI'> Cf: f+i'- a - n I- 414'4 1:4 ilifi it I I YAP MAY ' —H tA.'N 1.11 11"IJRAFICC rrcn.J_.J _Y "117 ro.. 1`,444 eYFti,{;:JIH i Ml•M.t -IN I «:il.H.lt., f IGALL . 1 it TE'.i$ 144 ..: :',14 44 ,=N('i r.) I+O_.CLw' )..L[14PFT.GFF1 r:IT 41VtT', WA tit Ln( I4L1:U&OJJ SY '1.40 '�AY,+c LN1I4 I 'Y 1 •e1' -: .1.1 =wlJ4.14 • .a•.u*44.4,J 5,(100 .. ... •1. -r.Y _ 1,000,000 ;r N: SAL = -1. . +•1L ' a,onn,n.� i' •,: L...ta'— , .GA " .v.,;': 1,000,00 'I. 1 u:,aerr. 1111 i ' -.4 .I•4 A III,:N 1 IAA = :14 - 8.1 filC 1T h'11 .... $13411 A ; f.'1' =:111 :711,1"4:0 4.- '4.• LYYLMIr111121 L>• UYtNAIIJrq!LUL:A1111'414, 111.- All ,Gl ACM/ MAC= >1Y?44 CH5NNlMT ;Ire; Al7'M111KI.4S HI CITY OF DUBUQUE IS LISTED AS AV ADDITIONAL INSURED OA GENERAL LIAM - 111Y P01I(IIS U51NG ISO ENDORSE ENT FORK CG 20 26 07 04 "MRT1 T(1NA1 INSURED- DESIGNATED PERSON OR ORGANIZATION" OR 11 S EQ111VILANT. *AMC LIABILITY POLICY IS PRIMARY AND NON - CONTRIBUTING. FORM CG 25 04 D3 97 "DESIGNATED L0C TI0VS" NERAL LIABILITY AGGREGATE 1£111 SH4_L BE INCLUDED. COVERYMENTAI TMMIINt ENDORSEMENT I5 INCLUDED. L POLICIES SHALL 0C ENT1IRSID lO MA/Mt 30 TAY ADVANCE NOTICE OF own! Al If}1 rU C1 Y OF DUBUQUE NAIC « 100,0 100, SOLI , UI)1 iimaULl AW3'4 F TNEAEIOLE DE9:11R0 P r 1 I rr' 1 r l ' 142444. 4 4 1 1 44 41 1 4.4144 1812 t%i'Il414 IC?J 4411 THEREOF, T4JEISSi,444 WSt11E'14 wit 1 tom X.,/IJiN 1 14.1.1 LAVE o1FITT14N W1T an T it rri rlr rATI ton f1412 14,3332*) 1O . It Srr 1. 101041X 0116 paitleaD 1X0EK EO IiQUIIIMOC]Btlll/A IXX%4 MYn M/rtl:L2 ,rrnlzearnv -,qt .. _.._ ^._.. TAACORD CORPGRATION 114 B A.CORD 25 127011 I If II le _c:Lif tare hoIri Is .in ADIJ, I [;etiAL I It: pul'ovyfi s, n:..51 be s lie' d url it lit +1 ;:•II41:_Ae ?r.res not canter ngh • to the ceTtifiu t& Ii;lller ill limn :rl r,.,� ?+ ra ieJe:r,aiilhiiEf::i. If .SUBROGATION 15'. ':A;VI I).Fubted:tle the e3irI;; ea cur Wide, r-54:fIIrt,4J4. ,ex!lan p4:li4:ies may liteulte t It t:noxse.trr:n1. 4 $tater+"ent 0f1 :his certifrr.:ilte +}:,Inx n+:k+asfitel +iylilx I4. I l■r. 4:r.:h1:4.a1n hrldrr ■lI:cy.c l.f a enf1CA:seref.nfist. DISCLAIMER I he LIerrfi' j1c rjf i5+:•n1Y, el on Ilse {£'.t'e ee 4-de of ins Bann does ft'd? :.U":StiLvlil: <7 4:lnt':iu2 1 I'„•rr: � he ung rn ur:sl(s„ itenY'1reti represent. Ive or ate xr, and ;t c311 fId 4Ls2 h::JE , itin Atinn'alrrxaly d71 neyativ y •.I Il.'. w, exrenr1 or at& the coverage 1urflsx5 hf ,hds p.:h ;s li lrr 3 I I tai nn+ SPECIMEN 32 FCYNLIMEE1( THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY modifies irsiirance Ix tinder thu it:dewing: COMMERCIAL GENERAL 1 L4Ii I rsr COVERAGE PART SCHEDULE Designated Location(e): ;I na aopears shrive irforrnatic:n relied b ccrnpot e this ereenernent fl hi zIifwI ri the Cleclz-ratiors. as anPlcat* to :NS eriCanseniest.; A. For all aUMS kk'h ch !he insu ber:onwim ieuaity bJId I o pay damages c.aused be/ 'uccurrernes: inder. VIA(1 4 (SECTION arid to all rredinal expenses oat.sed bi - itr:s under COVLHAGE C (SECTION I), whic can be attributed Only to Operaticlis at a singe Linogriatad - Iccalion" &hew') in the Sc anOy'e: 1, A F■e.:Vralte Desirglamd Lacalan General Aggregate , rnit pales to each ciesignatcd - iocaloir. and ht Mit is rlital 10 the or J tii Aggregate LIMO 3hown in me Uevarations 2- The.. Ecsignaacd _oration nera Agcsegele id it the mutsl •Aie will pay fur the sum of all darrages unaer cr:vraAnr A, excep-, dam- ages because of bothl o "r.noperty :tannage' includec ir the 'prr_cluets-ci.amplercal DperatOns ard lui medical expernes jrrder COVFRAGE G tetkird10:4 of the I. 11SU DESIGNATED LOCATION(S) GENERAL AGGREGATE LIMIT 33 COMMERCIAL GENERAL LIABILITY CG 25 04 02 97 SPECIMEN b. Cairns made I, C. Pen5311; or aigares rnriktho 3. Ai y payments made under CCIVERAGF: A for damages cll under CCAJTRAGIT,, C medical expeiSes rceuee tre Desig natee Lucelirri Aijoegaie Limo to the: dcaignated cJccrc n pra visll not reduce the Genera Aggre;);a1: shown in the f),r--iIirir iai slai the re, duce any oher Designatc,d LeL;a:ian Gereral Agiregalia Limit fo any rarer elesyryAtud 'Incatizin' shown iri !he Sr...ticdue aosve 4. Trie imits Strewn in the Lecla'rakirr: la! Each Occu:lerce. Fire Gernrige and Aeclicral perse. cn1irue U appqt, lowever. instead of bellg slipleCt 10 the Genr:lial Aggwgata Lirrl Gllawr in hisi Deciatation,i. Such mt v Da t•uz.1)ect 10 the applicable DE:sly 1 riron Gone.rel A/Agre.urtelifilii Et. Ftx all su'fis wfbc1' tre iu. iU heocanes leyairy obligated Le ptty s rnagee ceased by 'f unoer COVERAGE A ;SLUT FUN I) and fer all rveciral tixrrilim.tc hy aarrtzi UrICLI COVEI-LrtGE C (SECTION I) whrft ceirel be attributer. proy to eproatura at a Sin Gle designated locaticre shown Ir. the Schedule above 1. A7.,./ frayrrenta made 1..hr1ci COVERAGE A tor danagos .inde COVERAOF C cr inedica expenses shall -educe the arrcunt available uncer tire General Applegate Llm11 oi t'c PrLiducts aripleled Opt latter .19g- gleipte erlt wIiji,r Bppliaaolc enc. 2. paymert.5 shah not rr.h...ckr any DesIgnabd IrrArian Gcrural Aggregate C. Wher, caverage fur litv.filiry iu u i. u cf th,7 "orodixl.ri coinoiated opervione hazar a ie pro- vied, any pa5imen1. s for damages ty..:(2:4 'bodi y injury' ar 'prcptrty clatnafje" ncludevl in the 'preducts-coropletec ocerations haTant' ill reduce the PrOde(15-Completed Gpslahuns Ag- piegate Limit ad - 11.7t rexiLOD Ine Geistral Ai war:gate Ltfnit rie( Ole Des7;nalel I CN7F11 ("A-f- eral Aggregate Limit D. For the pkgposics ot th s enoorsernent "he Defi- nitions Sec*.lon 1.9 FiRIPMIPKI Ns. the additon Of me ft de'initcfl: - Locaticxf rleans pr se tre Sarne Or ccbrechng ar premises •hnuse comb- !Ion is inte only by a s:reet. roadway ioa terway ar rigf of a letilraed. E, he provisions at I im ts CJ Insuranne tSEC 111 not GrrentilSE modified ay this !CH. Snail cc.1.1 rue tc app.,. a stir SPECIMEN 34 04`. AI frig. /1.1. IR.VVIOV A, 0.. K. A(3 YV V, DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND 73 CHS FORWARDS, L.L.C. THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes the day of , 2010 is made and entered into by and between the City of Dubuque, Iowa (City), and 73 CHS Forwards, L.L.0 (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): N 64.3' of City Lot 73 (except the southerly 3 inches thereof) in the City of Dubuque, Iowa, according to the the-United States Commissioner's Map thereof; 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 four -story 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: 08042010bal SECTION 1. 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 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. 2 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, 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. 3 1.3 Closing. The closing shall take place on the Closing Date which shall be the 1 day of October, 2010, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 1 day of January, 2011. 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 anytifneanv 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 B. 1.5 Citv'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 two million six hundred twenty thousand dollars ($2,620,000.00) to acquire and improve the Property (the Minimum Improvements). These Minimum Improvements 4 include creating twenty -one (21) apartments for market -rate rental and maintaining the first floor as retail commercial space, including bar and restaurant. 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 July 1, 2011. 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 of Developer's obligations to make the Minimum Improvements under this Agreement and terminatiea completion of the Minimum Improvements by Developer as required by of the agreement) this Agreement. SECTION 3. CITY PARTICIPATION 3.1 Downtown Housing Incentive. (1) City agrees to provide to Owner on the terms and conditions set forth herein a grant in the amount of Two Hundred Ten Thousand Dollars ($210,000.00) (the Grant) that shall consist of Incentive Program funds. (2) Grant funds shall be disbursed to Owner by City for Qualifying Project Expenses as defined in the Grant Agreement for amounts not in excess of the total 5 sum in Section 3.1. It is expressly understood that all funds advanced under this Agreement shall be used by Owner only for the purpose of paying the Qualifying Project Expenses set forth in such written requests. (3) Grant funds will be disbursed to the Owner after City issuance of a Certificate of Occupancy for the Project. Prior to the disbursement of any funds, Owner shall provide evidence satisfactory to City that the improvements have been completed in accordance with the plans and other documentation submitted to City with the application. 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 thirty (30) 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 November 1, 2020 November 1, 2021 November 1, 2022 November 1, 2023 November 1, 2024 November 1, 2025 November 1, 2026 May 1,2013 May 1,2014 May 1,2015 May 1, 2016 May 1,2017 May 1,2018 May 1,2019 May 1, 2020 May 1, 2021 May 1, 2022 May 1, 2023 May 1, 2024 May 1, 2025 May 1, 2026 May 1, 2027 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 ($852,900). 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 6 1 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, 20110, 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, 2025, 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, 1 20110, 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 299 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 299 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 299 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. 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 Minimum Improvements shall conform to the U.S. Secretary of the Interior's Standards for Rehabilitation. [4.2 This section intentionally left blank.] 7 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 Toss 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. (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. (3) 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. (4) 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 8 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, 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 9 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: (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. 10 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) Until issuance of the Certificate of Completion, 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. 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 11 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: With copy to: With copy to: 73 CHS Forwards, L.L.C. Attn: Jim Hobart 4425 Plumberry Road Ely, IA 52227 atterneyJohn Beasley fimiPhelan Tucker Law Firm addressP.O. Box 2150 321 E. Markey Street city state ziplowa City IA 52244 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589 -4110 Fax: (563) 589 -4149 City Attorney City Hall 50 W. 13 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. 12 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, 2027 (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 DUBUQUE, IOWA 73 CHS FORWARDS, L.L.C. By By Attest: Roy D. Buol Mayor Jeanne F. Schneider Brian Flynn, Manager City Clerk 13 Mike Frantz, Manager Prccidcnt By (City Seal) STATE OF IOWA COUNTY OF DUBUQUE On this day of 20 before me the undersigned, a Notary Public in and 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. Notary Public STATE OF IOWA COUNTY OF DUBUQUE On this day of 20 before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Mike Frantz and Brian Flynn, to me personally known, who, being by me duly sworn, did say that they are be is Managers the President of 73 CHS Forwards, L.L.C. the limited liability company executing the instrument to which this is attached and that as said Managers President of 73 CHS Forwards, L.L.C. acknowledged& the execution of said instrument to be the voluntary act and deed of said company, by it and by them , _voluntarily executed. Notary Public ) ) ) ) ) ) SS SS F: \USERS \Econ Dev \Bricktown 2010 \Development Agreement\20100804 73 CHS Forwards, LLC Development Agreement bal redline.do Z • ' !P.. - ' "° ' 14 LIST OF EXHIBITS EXHIBIT A — City Attorney's Certificate EXHIBIT B — Opinion of Developer's Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement INSURANCE SCHEDULE BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear 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. BAL:tls 17 (DATE) Very sincerely, Barry A. Lindahl, Esq. City Attorney THE CITY OP DUBU 1 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 thereunder. 19 EXHIBIT C CITY CERTIFICATE 21 City Manager's Office 50 West 13th Street Dubuque, Iowa 52001 -4864 (563) 589 -4110 phone (563) 589 -4149 fax ctymgr@cityofdubuque.org Dear 22 (DATE) 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 MCVM:jh 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. 23 Sincerely, Michael C. Van Milligen City Manager 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 732 CHS Forwards, L.L.C. was made regarding the following described premises: N 64.3' of City Lot 73 (except the southerly 3 inches thereof) in the City of Dubuque, Iowa, according to the-the United States Commissioner's Map thereof. 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 73 CHS FORWARDS, L.L.C. By By Roy D. Buol Mike Frantz, Manager Mayor Prccidcnt 25 Attest: Jeanne F. Schneider Brian Flynn, Manager City Clerk STATE OF IOWA COUNTY OF DUBUQUE Notary Public, State of Iowa STATE OF IOWA COUNTY OF DUBUQUE Notary Public, State of Iowa ) ) ) 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. ) ) ) SS SS On this day of 20, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Mike Frantz and Brian Flynn, to me personally known, who, being by me duly sworn, did say that they are be is the President Managers of 73 CHS Forwards, L.L.C., the limited liability company executing the instrument to which this is attached and that as said ManagersPresident of 73 CHS Forwards, L.L.C., acknowledged& the execution of said instrument to be the voluntary act and deed of said company, by it and by them , voluntarily executed. 26 By 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. 27 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 its 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 ❑ Governmental Immunities Endorsement 28 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. 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 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 29 POLICY NUMRF COMMERCIAL GENERAL IJABILITY CO 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION Thls endcisement modifies insurance provided undw the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons) Or Organizations) The Ci.y of Dubuque, including all its elected ard appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Inforrnalrcn -. *edit) curt • this Schedule. if not shown above. will be shown in the Declarations. Section 11 — Who Is An Insured is amended 10 in- clude as an editions insured the prraor(s) to organ► xatiion(s) shown in tho Schedule, but only with respect to Nobility for "hn injury". "prapeiy damage" or "personal and advartisirg injury) caused. in whole or in part by your axis or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations. or B. In connection with your premises owned by or rented in you ri ?n 9R ri'7 na A ISO Precedes. Inc.. 2004 Pepe* of 1 ❑ 30 ACORD, CERTIFICATE OF LIABILITY INSURANCE ( m /Nao czo s "K"ChM (563)5564272 FAX 033556 -44. S 1515UKANCE Amy ] I ItEET ADDRESS CI17, STATE. ZIP CODE 11415 CERTFICATE IS issue!) AS A NATTER CO INFORMATION OILY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE ICATE DOES NOT AD, EXTEND ALTpt TIME OOY_RAOE AFP.M122 SY TIE POLICES I$SUF ERS AFFORDING COVERAGE OR I13-.0w NAM= n Ts Cony Street Add ress City, State. 71p Code its -.hr', Insurance C.oupa.y rLi..10 re.i..htri: COVERAGES f A A THE POI IGIES OF IN.411RAN CE USIE.) BELOW! Rot OTSN ISSUED TO Ter IN$LBI O WNW MK,* KM !Ha MOM Y rtHMJU IMOL A ILL,. NGI YA I IS !AMA ' aNY nEOJIrcEMEYT. TERM OR OM NI KIN C4 ANY CONTRACT CM OTTER DO_UAIIEMT MATH RESPECT TO NHIGH "'HIS CERTIFICATE MAY PL LSS.R OR Mar r+.IITA A THE MJSURAMCC NrcRJx 3Y THE PO,VEE 0E5CmIIEU WHERE IS SUBJECT TON J. TIE 'EMS EJLCLLSIOMS ANC CNDITI ©N9 of *Doi POJCES..AOGRE:1*TP INITR SKEAN MAY "AVE BUN KLIMIC..1J. Y /VU CJIM6 Ott ryyl�pN ►O.JC, M AIOR ��A TE r11@IYI x OTJIi'AL UMW" T x ItNAFU:M• C *.liial LAIMIITY ( CLAWS mars MOM GEHL *^USPEWT_ ism Jr, IRE ^=ft FOLM,Y r AITCWOILE LM.ILIN M A71TT r1l i i?&D'Liao SCHEDLCETI .AVMs MED NJ'1 NCH 7.MTIED A UTU3 &IRAQ!LLSLRY T HY AUTO !]teSibutIO lELLA LIMIUTY Ctctut [1 CLM,•S SLIDE S 1 CEDED ILE NV 1 XI I Yli CONVENIATON IMO Evsta per LrJ.AJrY MY II CPRFT.'.PoPARi6FAEXEVJTYE GM t L:ealltrtHt 0.I.LJUtItO It A+w, r*r >3fR3tt . PROV1U060 aea. L,1 Tltll TYPE Of NSUPAICR CITY OF DUBUQUE CITY HALL 50 W. 1318 STREET UUNM4UL. IA 52001 CANCELLATcN 31 MINE N are e•PMellaMA7Ne CM:NtJ:t:UN•t'tLt M 1,000 I1V x-v: u Z1I W 6 NIty INNS IFloa.m r :r1 A!U L0.'I40/016 Kew) i . 414. Y 'LW F9.LNT i :LNtliAL KAA?tt:7i It ULIAN'i- , ;U6"' , j- ALIU ULKCINI1M K1111 Y ►lt tl•Y :Per prim) ..5110 Y711.)1••.• ;MI Zd.Yni, 7i0P IT iI0VAtd A ITN TIN Y - ► A Al7C:11HA I OII IL t11AN AJT4 GNI Y 4'4r till 61 R'fDFEGATC LATE x Alr, START tflTIR,1!i f EL. EN I- rap :nl:MT LL ENCASE - CA CYPI MI! EL DISEASE P:LIE.I. EN s0,00n 5.000 1,000.000 s 2,000,00a i 1,000,000 t AA1:L' z Wli s S S s 1,000,000 • 100,000 $ 100,000 : 500,000 THE i rO 1 / 0 U0 QU S 1 TE© k5 AM AOUIT�OR AL I�b ON RAl LIABILITY POI ICLIS USING ISO F SE- NT FORK CG 20 26 07 04 "AODTTI0NA1. INSURED - DESIGNATED PERSON OR ONGAMIZATIDN" OR ITS EQUIVILANT. GENERAL LIABILITY POLICY IS PRIMARY AND NON- CANTRIBUTTG. Frill CG 25 04 03 07 "DESIGNATED LOCATIONS" GENERAL LIABILITY AGGREGATE LIMIT SHALL BE INCLUDED. GOVERNMENTAL IMMUNITIES ENDORSEMENT IS INCLUDED. ALL POLICIES SWILL BE EPDORSFD TO PRONIDE 30 DAY ADVANCE NOTICE OF CANCELLATION TO CITY OF DUBUQUE MIOLLOAMYOF MEADOW EEOCIINED POUEESO: civEaLLes err 1JaR Ntt eUPUATI&N DAM THEME, THE I.EMINE PIpE1?F lax* 1110110005/10 Iva 30 SAYE w rriui NOME 1010E crIrwt AST Nn MIR MAIM to Tie Lt► XXXXXXX ACRD 25 12001.910 OACORD CORPORATION TOES AOQRD 25 (200110e6 IMPORTANT If the certifrate holder Is an ADDI 1 IOt AL INSURED, the pults:yfes) racist G7e ernlu A statement on ills eett7ICate does not confer rights to the certificate holder in est of :safe rnrtk,csmnengs). If SUBROGATION IS WAIVED, subject to the tla ere dell) rutrdithes of the p4G.7, attlelrr policies may IegUUtl an enrdOrseITent # 'talented on this centime, due's nut coats liyldo k: ihts t7n1ifimte holder in lieu of suer enrlcxsemente). DISCLAIMER The Certificate of rnswence on the reverse side of the farm does not constitute a vurllreA behave' the issuing insuref(sl, autj'orized representative or producer, and the ce.tiicats huide Iwl Jots it atteratwely or negatively amend, esdend or alter the coverage afforded br Ore policies islet Iles me SPECIMEN 32 FOLUCY NUMBER: COMMERCIAL GENERAL LWOILtTY CO 250403 $T THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED LOCATIONS GENERAL AGGREGATE LIMIT This endorsement modifies iraurenm penvided under the teaming: COMMERCIAL GENERAL LIARII ITV COVERAGE PART SCHEDULE Designated Location(e): SPECIMEN Of no car appaars above.. Uiormaticn required to complete this endorsement MI he shown in the Declarations as aopkabie to the eneoreeneet. h A. For all sums which the inured becomes *goat obligated to pay as damages caused by "occurrences" IMAM r.OVFRAGE A (SECTION IL and to- all medical expenses caused by acc- dents under COVERAGE C (SECTION I), whicn can be attributed only to operations al M single designated "location" shown in the Seneduio above: 1. A separate Designated Location General Aggregate Limit applies to each designated nocaeon% and that lima is equal to the *mount of the General Aggregate Um t shown in the Declarations 2. Trio Designated Location Genera Aggregate 1 inil is Uses nxxrt was wit pay for the sum of all damages under COVERAGC A, except dam- ages because of 'bodily injury' or "prop:rty damage" included in the 'products-completed operations hazard', and for medical expenses under COVERAGE C regardless of the num- ber of: a. , nsureds. 33 b. Claims made or 'suits' Ls ugf 1, is C. Persons or organizations making claims or bringing °suits'. 3. Any payments made under COVERAGE A for damages or under COVERAGE C for medicse expenses shall reduce We Desig- nated Location Oaetred Aggregate Lima far tha: designated `location ". Ouch payments Shall not reduce the Genera Aggregate 1 init shcwn in the iledatelions no strap they re- duce any other Designated Localon General Aggregate Limit for any otter designated 'location shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Ex- perse continue to apply. however, instead of being subject to the General Aggregate Lirrit Shaver in the Declarations, such limns will be bugled to thn applicable Designated Location General Aggregate 1 trait B. Fa all sums which the Iii ared beoomes IegaNy obligated to pay as damages caused by 'oocurrencee" under COVERAGE A ;SECTION 1), and for ail medical expenses Cauwxt hy arri dells under COVERAGE C (SECTION 1). wh#i cannot be attributed only to cperatona at a sin- gle designated location' shown in the Schedule above. 1. A+y peyrrenbi made under COVERAGE A for damages or .rider COVERAGE C `or medical expenses shall reduce the anoint available under Ma General Aggregate Limit c the Produals-Ctsyleted Operations Ag gregate Link whichever is applicable, and 2 Salt paymerts shall not reduce any Designated Locetdon General A{,lyreeate LimiL. C. When coverage for lieoilily arising out cf fhe 'product completed operolione hazard' ha pro - vieed, any payments for damages because of 'bodily injury' or "prcpetty damage" ncluded in the "products-completed oaeralions hazard' will reduce the Products- :a pleled Operations Ag- gregate Limit and not reduce the General Ag- aale Limit nor the Designated Location Oen- Aggregate Limit. D. For the purposes of this endorsemerlt. the Defi- nitions Section is amended by the addition of the foaming definition: 'Location" means premises itvoly ng the same or c c nnecting tots, or premises wicse connec- tion Is Inle only by a street roadway. wra- terway or right-of-way of a railroad. E. 1 he provisions of Limits Of Insurance (SECTION 111) not otherwise modified by this endorsement shall co tine to apply as slipufatec. 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