Caradco Building, LLLP_Development Agreement_InitiateMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Setting a Public Hearing for a Development Agreement with CARADCO
Building LLLP to Redevelop Property at 900 Jackson Street
DATE: March 1, 2011
Economic Development Director Dave Heiar recommends that the City Council set a
public hearing for March 21, 2011, on entering into a Development Agreement with
CARADCO Building LLLP for the purpose of redeveloping the property located at 900
Jackson Street.
The key elements of the Development Agreement include:
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2007
1) The City is committing to complete the street reconstruction project funded by the
TIGER Grant from the Federal Highway Administration.
2) The project will receive $720,000 in incentives through the Downtown Housing
Incentive Program ($10,000 per new housing unit).
3) CARACDO Building, LLLP will receive a 15 -year TIF incentive on the value of the
assessable improvements. This can be taken as an up front TIF with a minimum
assessment agreement, or a 15 -year TIF rebate.
4) Contingent upon sufficient collateral acceptable to the City, the project will
receive the proceeds from a $4,500,000 loan from the Iowa Finance Authority.
This will be a 20 -year loan at 3% interest.
5) A Downtown Rehabilitation Loan Program loan of $300,000 for the Main Street
buildings. The expected year of funding this is FY2026, and was approved by
the City Council on December 6, 2010.
6) Facade, Planning and Design, and Financial Consultant grants in the amount of
$35,000 will also be made to the Main Street buildings. The expected year of
funding these grants is FY2013, which was approved by the City Council on
December 6, 2010.
7) Contingent upon a subrecipient agreement and loan documents, an $8.9 million
CDBG award from the State of Iowa to assist in the creation of workforce housing
in the building.
8) Developer will spend approximately $28 million to create 72 residential units at
900 Jackson Street. This renovation will also include approximately 35,000
square feet of commercial space on the main floor.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
a el C. Van
Mi Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David J. Heiar Economic Development Director
Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director
SUBJECT: Setting a Public Hearing for a Development Agreement with
CARADCO Building LLLP to redevelop property at 900 Jackson
Street
DATE: February 24, 2011
Dubuque
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INTRODUCTION
This memorandum presents for City Council consideration a Resolution which sets a
public hearing for March 21, 2011 on entering into a Development Agreement on the
property located at 900 Jackson Street.
BACKGROUND
City staff has worked with CARACDO Building LLLP to formulate a funding package to
redevelop the property located at 900 Jackson Street.
The project includes the creation of 72 apartments on the second and third floors of the
building. In addition to the residential units, the CARADCO Building will feature
approximately 35,000 square -feet of first -floor commercial space to attract and support
new downtown businesses. The developer is also exploring the use of 12,000 square -
feet of lower level space for community service projects. The project plans also include
an environmentally sensitive HVAC system and other measures to enhance the
building's energy efficiency. The renovation is expected to begin in spring 2011.
The Carr, Ryder & Adams Company (CARADCO) Main Plant Building, a former
millwork factory, occupying an entire city block, was built between 1880 and 1906. The
renovation of this building is expected to act as a catalyst for the revitalization of the
Historic Millwork District. With its foundation of historic, architecturally unique
warehouses, the district will become an urban mixed -use development containing
mixed - income housing, commercial space, and public gathering places, incorporating
sustainable and energy- efficient technologies.
At the January 18, 2011 meeting, the City Council approved a Community Development
Block Grant (CDBG) Housing Disaster Recovery Fund Contract between the Iowa
Department of Economic Development and the City of Dubuque on behalf of the
CARADCO Building project. The amount of the award was $8.9 million.
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 900
Jackson Street at a cost of $28,000,000. The key elements of the Development
Agreement include the following:
1) The City is committing to complete the street reconstruction project funded by the
TIGER Grant from the Federal Highway Administration.
2) The project will receive $720,000 in incentives through the Downtown Housing
Incentive Program ($10,000 per new housing unit).
3) CARACDO Building, LLLP will receive a 15 year TIF incentive on the value of the
assessable improvements. This can be taken as an up front TIF with a minimum
assessment agreement, or a 15 year TIF rebate.
4) Contingent upon sufficient collateral acceptable to the City, the project will
receive the proceeds from a $4,500,000 loan from the Iowa Finance Authority.
This will be a 20 year loan at 3% interest.
5) A Downtown Rehabilitation Loan Program loan of $300,000 for the Main Street
buildings. The expected year of funding this is FY2026, and was approved by
the City Council on December 6, 2010.
6) Facade, Planning and Design, and Financial Consultant grants will also be made
to the Main Street buildings. The expected year of funding these grants is
FY2013, which was approved by the City Council on December 6, 2010.
7) Contingent upon a subrecipient agreement and loan documents, an $8.9 million
CDBG award from the State of Iowa to assist in the creation of workforce housing
in the building.
8) Developer will spend approximately $28 million to create 72 residential units at
900 Jackson Street. This renovation will also include approximately 35,000
square feet of commercial space on the main floor.
RECOMMENDATION
I recommend that the City Council set a public hearing on the Development Agreement
which includes urban renewal tax increment obligations to CARADCO Building, LLLP
for the purpose of redeveloping the property located at 900 Jackson Street as detailed
in the attached Development Agreement.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution setting a public
hearing on the proposed Development Agreement.
F:\USERS \Econ Dev \CARADCO \Development Agreement\20110224 CARADCO Memo Setting Public Hearing.doc
Prepared by /Return to: David Heiar. 50 W. 13 Street, Dubuque IA 52001, 563 589 -4393
RESOLUTION NO. 80 -11
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA ON THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX
INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT
AGREEMENT RELATING THERETO WITH CARADCO BUILDING, LLLP, AND
PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, City and CARADCO Building, LLLP. have entered into a Development
Agreement, subject to the approval of the City Council, a copy of which is now on file at the
Office of the City Clerk, City Hall, 13 and Central Avenue, Dubuque, Iowa; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement, with CARADCO Building, LLLP;
and
Whereas, it is deemed necessary and advisable that City should authorize Urban
Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of
Iowa, and to enter into the Development Agreement relating thereto for the purpose of
carrying out an Urban Renewal Plan as hereinafter described; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and /or written objections from any resident or
property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City Clerk is hereby authorized and directed to cause this Resolution
and a notice to be published as prescribed by Iowa Code Section 403.9 of a public hearing on
the City's intent authorize Urban Renewal Tax Increment Revenue obligations, to be held on
the 21 day of March, 2011, at 6:30 o'clock p.m. in the City Council Chambers at the Historic
Federal Building, 350 W. 6th St., Dubuque, Iowa.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations and the execution of the Development Agreement relating thereto with
CARADCO Building, LLLP, the proceeds of which obligations will be used to carry out
certain of the special financing activities described in the Urban Renewal Plan for the
Greater Downtown Urban Renewal District, consisting of, the funding of economic
developments grants to Plastic Center, Inc. pursuant to the Development Agreement under
the terms and conditions of said Urban Renewal Plan. It is expected that the aggregate
amount of the Tax Increment Revenue obligations is approximately $2,500,000.
Section 3. The Clerk is hereby directed to cause at least one publication to be
made of a notice of said meeting, in a newspaper, printed wholly in the English language,
published at least once weekly, and having general circulation in said City, said publication
to be not Tess than four days nor more than twenty days before the date of said meeting on
the issuance of said obligations.
Section 4. That the notice of the proposed action to issue said obligations shall
be in substantially the form attached hereto.
Attest:
Passed, approved and adopted this 7 th day of March, 2011.
eanne F. Schneider, City Clerk
U.
D. Buol, Mayor
F: \USERS \Econ Dev \CARADCO \Development Agreement\20110224 CARADCO DA Resolution setting Public
Hearing.doc
NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF URBAN
RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A
DEVELOPMENT AGREEMENT RELATING THERETO WITH CARADCO BUILDING,
LLLP.
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will
hold a public hearing on the 21 day of March, 2011, at 6:30 p.m. in the City Council
Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa, at which
meeting the City Council proposes to take action for the authorization of Urban Renewal
Tax Increment Revenue obligations and the execution of a Development Agreement
relating thereto with CARADCO Building, LLLP., in order to carry out certain of the special
financing activities in the Urban Renewal Plan for the Greater Downtown Urban Renewal
District, consisting of the funding of economic development grants to CARADCO Building,
LLLP, pursuant to a Development Agreement entered into with CARADCO Building, LLLP
under the terms and conditions of said Urban Renewal Plan. It is expected that the
aggregate amount of the Tax Increment Revenue obligations is approximately $2,500,000.
At the meeting, the City Council will receive oral and written objections from any resident or
property owner of said City to the above action. After all objections have been received and
considered, the City Council may at this meeting or at any adjournment thereof, the
approval of the Development Agreement, and authorization of such Tax Increment Revenue
obligations or will abandon the proposal. By order of the City Council said hearing and
appeals there from shall be held in accordance with and governed by the provisions of
Section 403.9 of the Code of Iowa.
This notice is given by order of the City Council of the City of Dubuque, Iowa, as provided
by Chapter 403 of the Code of Iowa.
Dated this day of 2011.
Jeanne F. Schneider
City Clerk of Dubuque, Iowa
F: \USERS\Econ Dev \CARADCO \Development Agreement\20110224 CARADCO DA Resolution setting Public Hearing.doc
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
CARADCO BUILDING, L.L.L.P.
THIS DEVELOPMENT AGREEMENT (the Agreement) dated for reference purposes
the day of , 2011 is made and entered into by and between the City of
Dubuque, Iowa (City), and Caradco Building, L.L.L.P. (Developer).
WHEREAS, Developer is the owner of the following described real estate (the
Property):
Lot 1 CARADCO Place in the City of Dubuque, Iowa
WHEREAS, the Property is located in the Greater Downtown Urban Renewal District
(the District) which has been so designated by City Council Resolution 393 -09 as a slum
and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban
Renewal Law); and
WHEREAS, Developer has undertaken the redevelopment of a vacant building
located on the Property and will be operating the same during the term of this Agreement;
and
WHEREAS, Developer will make an additional capital investment in building
improvements, equipment, furniture and fixtures in the Property (the Project); and
WHEREAS, the Property is historically significant and it is in 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
July 19, 2010, 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 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:
012811ba1_1
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) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date
which representations and warranties shall continue and survive the Closing Date.
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties:
(1) Developer is a limited liability limited partnership 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
(2) This Agreement has been duly authorized, executed and delivered by
Developer and, assuming due authorization, execution and delivery by 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 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 organization or operating agreement of Developer or any contractual
restriction, evidence of indebtedness, agreement or instrument of whatever nature
to which Developer is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the business, financial position or result of
operations of Developer or which affects the validity of the Agreement or
Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
State and federal laws and regulations.
(6) Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all material requirements of all applicable local, state, and federal
laws and regulations which must be obtained or met.
(7) Developer has firm commitments for construction financing and 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.
(8) No member of Developer owns or has an interest in any property in the city
of Dubuque which is in violation of any provision of the City of Dubuque Code of
Ordinances
1.3 Closing. The closing shall take place on the Closing Date which shall be the
day of , 2011, or such other date as the parties shall agree in writing
but in no event shall the Closing Date be later than the day of , 2011.
3
Consummation of the closing shall be deemed an agreement of the parties to this
Agreement that the conditions of closing shall have been satisfied or waived.
1.4 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.1 shall be
correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit C.
(2) Developer shall have the right to terminate this Agreement at anytime prior
to the consummation of the closing on the Closing Date if Developer determines in
its sole discretion that conditions necessary for the successful completion of the
Project contemplated herein have not been satisfied in Developer's sole discretion.
Upon the giving of notice of termination by Developer to City, this Agreement shall
be deemed null and void.
(3) Developer and City shall be in material compliance with ail 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 commence construction of and 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 City in its reasonable judgment requires.
(5) Developer's counsel shall issue a legal opinion to City confirming the
representations contained herein in the form attached hereto as Exhibit B.
(6) Developer and City shall have executed an agreement for the Community
Development Block Grant funding award described in Section 3.9.
(7) Developer and City shall have executed a Loan Agreement for the Iowa
Finance Authority loan funds described in Section 3.7.
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.
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SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer shall make a capital investment of not
less than twenty -three million dollars ($23,000,000.00) in improvements to improve the
Property (the Minimum Improvements)which shall include creating not less than seventy -
two (72) apartments for rent at applicable rates as required by the Community
Development Block Grant funding documents (see paragraph 3.9 below) and not less than
thirty -five thousand (35,000) square feet of commercial /retail space.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with 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 by not later than March
1, 2011. All work with respect to the Minimum Improvements shall be in substantial
conformity with the Construction Plans approved by City or any amendments to the Plan
approved by City.
2.3 Timing of Minimum 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 as to the apartments by July 1,
2012 and as to the commercial /retail space by December 31, 2012. 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.
2.4 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an appropriate
instrument so certifying. Such certification (the Certificate of Completion) shall be in
recordable form and shall be a conclusive determination of the satisfaction and termination
of the agreements and covenants in this Agreement.
SECTION 3. CITY PARTICIPATION
3.1. City Improvements. Subject to terms of this Agreement and compliance with
applicable Iowa law, including, but not limited to, the holding of public hearings on
proposed plans, specifications and forms of contract, and as otherwise provided for in this
5
Agreement, City hereby agrees to design, bid and construct, or engage a qualified
contractor to construct the following public street and parking improvements as City funds
become available and in any case on or before July 1, 2012 (the City Improvements):
Washington Street from 9 to 1 1 th
1 U Street from Jackson to Eim
City represents that sufficient City funds are available to replace the city water, sanitary
sewer and storm sewer under the streets and to add fiber optic conduit. City further
represents that $2,200,000 in City funds are available to invest in the parking solutions
described below in this area in 2011 -12. City shall, at City's expense, complete
construction of approximately 197 standard parking spaces on an asphalt surface on
property legally described as City Lot 2 of Center City Place in the City of Dubuque, Iowa.
City shall complete construction of such parking on or before July 1, 2012. Thereafter,
Developer, or its assignee shall lease the parking spaces at an annual rental established
by the City Council of Dubuque, Iowa (which rate shall be consistent with City's standard
and typical lease rates for surfaceparking spaces). The parking spaces shall be leased by
Developer or its assignee as follows:
(1) At least 30 spaces within thirty (30) days after substantial completion of the
residential apartments; and
(2) At least 11 additional spaces each month thereafter until all of the
approximately 197 parking spaces are leased.
(3) Developer, or its assignee, may sublease the Parking Spaces to third parties
upon terms agreeable to Developer, or its assignee, provided that the sub - lessee is
a tenant or owner residing within the Historic Millwork District PUD boundaries.
City represents that at least $5,600,000 is available in 2011 to begin the street work.
City shall construct the streets and streetscape (including lights and all other aspects)
according to the grant agreement with the Federal Highway Administration Award No.
nTFH61- 10- G- nn011.
(1) Construction of Improvements. City Improvements will be advertised, bid and
contracted by City. City shall provide a summary of bids received to Developer
upon City's receipt of bids. City shall not be obligated to award contracts for the
City Improvements until Developer and all other benefitted property owners have
executed the Petition and Waiver Agreement in the form attached hereto as Exhibit
F and incorporated herein by this reference and Developer has otherwise met all
conditions for Closing set forth in Section 1.4 of this Agreement. Final acceptance
or rejection of bids by City is subject to Chapter 26 of the Iowa Code.
(2) Voluntary Assessment. A Petition and Waiver Agreement was signed by
Developer on August 9, 2010, agreeing to a voluntary assessment for street and
6
streetscape improvements for the following amounts:
Private Street Donation Assessment
Public Street Assessment
Private Sanitary Sewer Assessment
Private Water Service AJJGJJI ent
Total Assessment
$272,519.24
$27,416.83
$5,000.00
$2,000.00
$306,936.07
The Private Street Donation Assessment shall be forgiven entirely if the Minimum
Improvements are completed in accordance with this Agreement.
One half of the Public Street Assessment may be forgiven as follows:
(a) One dollar of assessment will be forgiven for every five dollars of
expenses incurred for improvements made but only for improvements which
require a building permit and which result in an increase in the assessed
valuation of the property . Developer must provide paid invoices to City for
substantiation of the costs incurred; or
(b) One dollar of assessment will be forgiven for every two dollars of
expenses incurred for improvements to the primary facade of the Project but
only if the improvement is approved by the Historic Preservation Commission
of the City of Dubuque . Developer must provide paid invoices to City for
substantiation of the costs incurred.
3.2 Tax Increment Financing Incentive to Developer. For and in consideration of
Developer's commitments as provided herein, City agrees, subject to the conditions set
forth in this Section, to make the tax increment revenues resulting from the construction of
the Minimum Improvements available to Developer for a period of fifteen (15) years,
described in this Section. Developer must elect in writing, prior to July 1, 2012, whether
Developer would receive the Tax Increment Financing as a One -Time Economic
Development Grant (described in section 1 below) or as Yearly Economic Development
Grants (described in Section 2 below). If Developer fails to make a timely election, City
shall have no obligations to Developer under this Section 3.2.
(1) One -Time Economic Development Grant. In the event Developer so elects,
and in consideration of Developer's commitments as provided herein, City agrees,
subject to the conditions set forth in this Section, to make an Economic
Development Grant to Developer on the Closing Date, or such other date as the
parties shall mutually agree upon in writing ( "Funding Date "). The Economic
Development Grant shall not exceed one million three hundred sixty thousand
dollars ($1,360,000)(or such other amount determined as provided in Section
3.2(1)(a) hereof) and shall be payable solely and only from the proceeds of the sale
of urban renewal tax increment revenue bonds or notes by City as described in
Subsection (a) below, and not from any other source.
7
(a) Issuance of Notes. Developer acknowledges and agrees that City
intends to finance its costs associated with the funding of the Economic
Development Grant to Developer through the issuance of urban renewal tax
increment revenue bonds or notes to be issued by City under the provisions
of Section 403.9 of the Iowa Code, the Urban Renewal Act and this Section
(such obligation being referred d to herein as "Notes "). Developer . further
acknowledge and agree that it shall identify for City a purchaser for the Notes
( "the Purchaser ") and City agrees to negotiate in good faith with the
Purchaser with respect to the terms of the Notes. Developer further
acknowledges and agrees that the Notes shall be sold on such terms and
conditions, bear such interest rates, have such reserve funding
requirements, mature at such times and in such amounts as City, in its sole
but reasonable, good faith discretion, shall determine to be acceptable to it
and the Purchaser and shall be payable from and secured solely and only by
a pledge of the "Tax Increment Revenues" collected by City in respect of the
Property and the Minimum Improvements located thereon during a period not
to exceed fifteen (15) years. The parties hereto intend that the Notes will be
issued in the maximum amount not to exceed one million three hundred sixty
thousand and no /100 dollars ($1,360,000) plus advances for accrued interest
and issuance costs or such lesser amount that can be repaid from the Tax
Increment Revenues collected by City in respect of the Property and the
Minimum Improvements during a period of fifteen (15) years, taking into
account the Purchaser's requirements for debt service coverage and reserve
funding. Proceeds of the Notes shall be applied only to the payment of
capitalized interest thereon (if necessary), debt service reserve funding,
costs of issuance and the payment of the Economic Development Grant.
City shall have no obligation to fund the Economic Development Grant to be
paid hereunder from any source other than the proceeds of the Notes. City's
obligation to issue the Notes and undertake its obligations hereunder shall be
subject in all respects to unavoidable delays as determined in Section 2.3,
the provisions of this Section, and to the satisfaction of all conditions required
(in the reasonable judgment of bond counsel for City) by Chapter 403 of the
Code of Iowa, as amended, with respect to the issuance of the Notes.
(b) Limitations on Financial Undertakings of City. Notwithstanding any
other provisions of this Agreement, City shall have no obligation to Developer
under this Agreement to issue the Notes or to fund the Economic
Development Grant to Developer, if any of the following conditions exist as of
the Funding Date:
i. City is unable to complete the sale of the Notes on such terms
and conditions as it shall deem necessary or desirable in its sole, but
reasonable, good faith discretion; or
ii. City is entitled (or, with the passage of time or giving of notice,
or both, would be entitled) under Section 5 of this Agreement to
exercise any remedies set forth therein as a result of any Event of
Default; or
iii. There has been, or there occurs, a material change in the
financing commitments secured by Developer for construction of
Minimum Improvements, which change(s) make it substantially more
likely, in the reasonable judgment of City, that Developer will be
unable to fulfill its covenants and obligations under this Agreement to
construct the Minimum Improvements; or
iv. City shall not have received a legal opinion from Developer's
counsel in substantially the form attached hereto as Exhibit B.
(c) Use of Tax Increments. Developer recognizes that City intends to
utilize the Tax Increment Revenues collected each year in respect of
Minimum Improvements to pay debt service on the Notes. Notwithstanding
the foregoing, City shall be free to use all Tax Increment Revenues collected
each year in respect of Minimum Improvements or other properties within
Project Area for any purpose for which the Tax Increment Revenues may
lawfully be used pursuant to the provisions of the Urban Renewal Act, and
City shall have no obligation to Developer with respect to use thereof.
(2) Yearly Economic Development Grants. In the event Developer so elects, and
as an alternative to providing the One -Time Economic Development Grant
described in Section 1 hereof, 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, 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
November 1, 2027
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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
May 1, 2028
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 m
a rior to payment to Developer) during the preceding six-month period in
P Fey N 1 y N � p
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 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.
(a) To fund the Economic Development Grants, City shall certify to the
County prior to December 1, 2012, 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,
2026, 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, 2012, the
Economic Development Grants in respect thereof would be paid to the
Developer on November 1, 2013, and May 1, 2014.)
(b) 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 CARADCO 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 CARADCO TIF Account to pay
the Economic Development Grants, as and to the extent set forth in this
Subsection (2). 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 CARADCO TIF Account
(regardless of the amounts thereof) to the payment of the Economic
10
Development Grants to Developer as and to the extent described in this
Section.
(c) 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.
3.3 Downtown Housing Incentive.
(1) City agrees to provide to Developer, on the terms and conditions set forth
herein, a grant in the amount of Seven Hundred Twenty Thousand Dollars
($720,000.00) (the Grant) which shall be funded solely and only from available
Downtown Incentive Program funds.
(2) Grant funds will be disbursed to Developer after City issuance of a Certificate
of Occupancy for the Project. Prior to the disbursement of any funds, Developer
shall provide evidence satisfactory to City that the Minimum Improvements have
been completed in accordance with the plans and other documentation submitted to
City with the application.
(3) The Grant funds may be disbursed in phases if Developer obtains a
Certificate of Occupancy and evidence satisfactory to City that the improvements
have been completed in accordance with the plans and other documentation
submitted to City as to a portion of the Project. For example, if Developer
completes eight of the seventy -two units comprising the Project, obtains a
Certificate of Occupancy as to such eight units and provides the other
documentation required above, City shall disburse $80,000 of the Grant funds to
Developer, reserving the remaining $640,000 for future phases of the Project.
3.4 Iowa Finance Authority Loan. City has obtained a Four Million Five Hundred
Thousand Dollar ($4,500,000) low- interest loan from the Iowa Finance Authority
(IFA) which City intends to loan to Developer on the Funding Date, subject to
Developer providing security for the loan to City's satisfaction in City's sole
discretion and all other required loan documents have been executed by City and
Developer. All loan documents and security must be approved by the City Council in
its sole discretion. The proposed term of the loan is twenty (20) years, and the loan
shall bear interest at the rate of three percent (3 %). At the closing of the loan, a
closing fee of .5% of the loan will be due and payable by Developer to City.
Interest only payments will be due and payable on the 1 day of the month following
the Funding Date and on the 1 day of each month thereafter for twelve (12)
consecutive months. Principal and interest payments will be due and payable on the
11
1 day of the 13 month following the Funding Date and on the first day of each
month until the principal is paid in full.
3.5 Downtown Rehab Loan /Grants.
(1) Subject to the conditions set forth in this section, City hereby commits to a
$300,000 low interest loan through the Downtown Rehabilitation Loan /Grant
Program. This commitment is subject to City of Dubuque City Council Resolution
453 -10 approved on December 6, 2010. The Project is to be completed in
accordance with the regulations set forth for the City of Dubuque Downtown
Rehabilitation Loan /Grant Program, with loan funding anticipated during FY 2026.
The loan is for twenty years at 3% interest and is intended to reimburse Developer
for historic renovation of the exterior facade and historically significant elements of
the interior with remodeling of the remainder of the interior for use as
commercial /residential space. Monthly interest only payments shall be required for
the first sixty (60) months of the loan. Monthly principal and interest payments,
amortized over an additional fifteen (15) year period, shall begin the sixty -first month
of the loan. Developer's counsel shall not less than thirty (30) days prior to closing
on the loan provide City with an opinion of title showing merchantable title in
Developer to the satisfaction of City. City shall have until the closing to render
objections to title, including any easements or other encumbrances not satisfactory
to City, in writing to Developer. Developer shall promptly exercise its best efforts to
have such title objections removed or satisfied and shall advise City of its intended
action within ten (10) days of receipt of City's objections to title. If Developer shall
fail to have such objections removed as of the closing, or any extension thereof
consented to by City, City may, at its sole discretion, either (a) terminate its
obligations under this Section 3.5 without liability on its part, or proceed to closing
subject to such objections. Developer agrees to use its best reasonable efforts to
promptly satisfy any such objections. The loan shall be secured by a mortgage and
personal guarantees in a form acceptable to City. City will enter into the loan
agreement at the time funds are available given the Developer still owns the
Property; and Developer is in compliance with this Agreement and there has been
no Event of Default, as described in Section 5.
(2) Up to the full amount of the loan shall be forgiven by City as an incentive for
the creation of new employment and /or housing opportunities. The amount of the
loan to be forgiven shall be determined sixty (60) months from the completion of the
Minimum Improvements. The amount of forgiveness will be taken off the principal
due on the loan at closing. The base employment number to be used to calculate
the Employment Incentive has been determined to be zero (0) FTE employees for
the Building.
(3) The amount of the loan forgiven shall be as follows:
(a) Two thousand dollars ($2,000) shall be forgiven for each new FTE
position created and maintained by Developer or his /her tenant.
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(b) To qualify, Developer must provide documentation to City for the
following:
i. The job represents an FTE position. An FTE position is defined
as forty hours of labor per workweek. Such hours may be accrued by
single individuals or divided among two or more individuals;
ii. The job was created between the completion of the Minimum
Improvements and twenty -four (24) months from the completion of the
Minimum Improvements;
iii. The job has been maintained by Developer or his /her tenant for
a period from the date of creation of such job until a date sixty (60)
months after the completion of the Minimum Improvements;
iv. The job is a paid position; and
v. The job has been created by Developer or another entity
located in the Building and is for employment in a business located on
the Property.
(c) Two thousand dollars ($2,000) shall be forgiven for each new housing
unit created. A new housing unit shall be defined as one of the following:
i. The creation of a housing unit where one did not previously
exist; or
ii. An existing housing unit which has been unlicensed and
unoccupied for a period of not less than five years.
(4) A grant not to exceed ten thousand dollars ($10,000) shall be available to
offset documented predevelopment costs, architectural and engineering fees and
other miscellaneous soft costs for the Property. A determination must be made by
City that the Project is substantially complete and satisfies the conditions of this
agreement prior to the release of any grant monies. Funding is anticipated for this
program to occur in FY2013.
(5) A grant not to exceed ten thousand dollars ($10,000) shall be available to
offset Developer's documented costs for front or rear facade renovations to the
Property to eliminate inappropriate additions or alterations and restore the facade to
its historic appearance, or to rehabilitate the facade to include new windows, paint,
signage, awnings, etc. to improve the overall appearance of the Property. The costs
of landscaping or screening with fencing or retaining walls may also be allowed,
especially as it may improve property adjacent to the public right -of -way. Funding is
anticipated for this program to occur in FY2013.
13
(6) A grant not to exceed fifteen thousand dollars ($15,000) shall be available to
offset cost related to hiring a financial consultant to evaluate the project's feasibility.
Financial Consultant Grant Funds will be dispensed on completion of work,
documentation of costs and an inspection of completed project at a rate of $.50 for
each $1.00 of costs incurred. Financial Consultant Grant Funds Will be dispensed
after the project has been completed. Written requests for payment must be
submitted to the Economic Development Department. Funding is anticipated for this
program to occur in FY2013.
3.6 CDBG Funding from the Iowa Department of Economic Development. The State of
Iowa has committed $8.9 million of Community Development Block Grant (CDBG)
funding for the redevelopment of the Property. This funding will be paid to City and
will be the subject of a subrecipient agreement (Exhibit I) between Developer and
City, which will require the Developer to comply with the restrictions and regulations
associated with this funding source.
SECTION 4. COVENANTS OF DEVELOPER
4.1 This section intentionally left blank.
4.2 Developer shall convey to City Lot 2 of Center City Place in Dubuque, Iowa upon
the term and conditions set forth in Exhibit G.
4.3 The Minimum improvements shall conform in all respects to the U.S. Secretary of
the Interior's Standards for Rehabilitation.
4.4 [This section intentionally left blank]
4.5 Books and Records. During the term of this Agreement, Developer shall keep at all
times and make available to City upon reasonable request proper books of record and
account in which full, true and correct entries will be made of all dealings and transactions
of or in relation to the business and affairs of Developer in accordance with generally
accepted accounting principles consistently applied throughout the period involved, and
Developer shall provide reasonable protection against loss or damage to such books of
record and account.
4.6 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.
4.7 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
Property or the Minimum Improvements located thereon that may now be, or hereafter
14
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.
4.8 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 the
Minimum Improvements) replacement value when construction is completed.
Coverage shall include the "special perils" form and developer shall furnish City with
proof of insurance in the form of a certificate of insurance.
(2) Upon completion of construction of the Minimum Improvements and up to the
Termination Date, Developer shall maintain, or cause to be maintained, at its cost
and expense property insurance against loss and /or damage to the building
(including the Minimum Improvements) under an insurance policy written with the
"special perils" form and in an amount not less than the full insurable replacement
value of the building (including the Minimum Improvements). Developer shall
furnish to City proof of insurance in the form of a certificate of insurance.
The term "replacement value" shall mean the actual replacement cost of the
building with the Minimum Improvements (excluding foundation and excavation
costs and costs of underground flues, pipes, drains and other uninsurable items)
and equipment, and shall be reasonably determined from time to time at the request
of City, but not more frequently than once every three (3) years.
(3) Developer shall notify City immediately in the case of damage exceeding
$50,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. Net proceeds of any such insurance
(Net Proceeds), shall be paid directly to Developer as its interests may appear, and
Developer shall forthwith repair, reconstruct and restore the Minimum Improvements
to substantially the same or an improved condition or value as they existed prior to
the event causing such damage and, to the extent necessary to accomplish such
repair, reconstruction and restoration, Developer shall apply the Net Proceeds of
any insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof, subject, however, to the terms of any mortgage
encumbering title to the Property (as its interests may appear). Developer shall
complete the repair, reconstruction and restoration of the Minimum Improvements
whether or not the Net Proceeds of insurance received by Developer for such
purposes are sufficient.
4.9 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
15
accepted, and from time to time shall make all necessary repairs, replacements, renewals
and additions.
4.10 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.
4.11 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.
4.12 Non - Transferability. Until such time as the Minimum improvements are complete
(as certified by City under Section 2.4), this Agreement may not be assigned by Developer
nor may the Property be transferred by Developer to another party without the prior written
consent of City, which shall not be unreasonably withheld. Thereafter, 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.
4.13 No change in Tax Classification. Developer 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 or to be taxed as such under Iowa law.
4.14 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as commercial, retail and residential, 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
16
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).
4.15 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.
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;
17
(3) City shall be entitled to recover from Developer the sum of all amounts
expended by City in connection with the funding of the Economic Development
Grants and /or loans 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,
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
18
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:
CARADCO Building, LLLP
do John Gronen
1056 Main Street
Dubuque, IA 52001
D. Flint Drake
Drake Law Firm, P.C.
1005 Main Street, Suite 200
Dubuque, IA 52001
Phone: (563) 582 -2000
Fax: (563) 583 -5225
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.
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 July 1, 2028 (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. City 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.
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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 CARADCO BUILDING, LLLP
By By
Roy D. Buol, Mayor John Gronen
Attest:
By
Jeanne F. Schneider Mary Gronen
City Clerk
(City Seal)
20
STATE OF IOWA
COUNTY OF DUBUQUE
SS
on this day of 20 before me the undersigned, State, personally c � � �c `� �� ui luerslgned, a Notary
Public in and for the said County , p y 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 ) SS )
On this day of , 20 _ , before me, a Notary Public in and for said
county and state, personally appeared John Gronen and Mary Gronen, to me personally
known, who stated that they are the Managing Members of CARADCO Building, LLLP.,
and that said instrument was signed on behalf of said company by authority of its members
and that they acknowledged the execution of this instrument to be the voluntary act and
deed of said company by them and by it voluntarily executed.
F: \USERS\Econ Dev \CARADCO \Development Agreement\20110223_CARADCO DA_012811 bal 1.doc
21
Notary Public, State of Iowa
LIST OF EXHIBITS
EXHIBIT A — City Attorney Certificate
EXHIBIT B — Opinion of Developer Counsel
EXHIBIT C — City Certificate
EXHIBIT D — Memorandum of Development Agreement
EXHIBIT E — Minimum Assessment Agreement
EXHIBIT F — Petition and Waiver Agreement
EXHIBIT G — Alamo Offer to Buy and Acceptance
EXHIBIT H — Warranty Deed
EXHIBIT I - CDBG Subrecipient Agreement
22
EXHIBIT A
CITY ATTORNEY CERTIFICATE
23
EXHIBIT B
OPINION OF DEVELOPER COUNSEL
24
EXHIBIT C
CITY CERTIFICATE
25
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
26
EXHIBIT E
MINIMUM ASSESSMENT AGREEMENT
27
Prepared by David J. Heiar, 50 W. 13 Street, Dubuque IA 52001. 563 - 589 -4393
Return to David J. Heiar, 50 W. 13 Street, Dubuque IA 52001. 563- 589 -4393
MINIMUM ASSESSMENT AGREEMENT
CITY OF DUBUQUE, IOWA
THIS MINIMUM ASSESSMENT AGREEMENT, dated for reference purposes
the day of , 2011, by and among the City of Dubuque, Iowa
(City), and CARADCO Buldling, LLLP., an Iowa limited liability partnership with its principal
place of business at Dubuque, Iowa (Developer), and the City Assessor of the City of
Dubuque (Assessor).
WHEREAS, City and Developer have entered into a Development Agreement dated
as of , 2011 (Development Agreement) regarding certain real
property ( the Property) described in Exhibit A attached hereto, located within the City of
Dubuque; and
WHEREAS, it is contemplated that Developer will undertake the development of an
area (the Project) within the Greater Downtown Urban Renewal District by the construction
of the Minimum Improvements on the Property as provided in the Development Agreement;
and
WHEREAS, pursuant to Section 403.6 of the Iowa Code, as amended, City, and
Developer desire to establish a minimum actual value for the Minimum Improvements and
the Property, which shall be effective upon substantial completion and from then until this
Agreement is terminated pursuant to the terms herein; and
WHEREAS, City and Assessor have reviewed the preliminary plans and the
specifications for the Minimum Improvements which it is contemplated will be erected.
NOW, THEREFORE, the parties to this Agreement, in consideration of the
promises, covenants and agreements made by each other, do hereby agree as follows:
1) Commencing January 1, 2012, the minimum actual value which shall be fixed for
28
assessment purposes for the Property described in Exhibit A attached hereto, together with
the Minimum Improvements to be constructed thereon by Developer shall be not less than
XXXXXXXXXXXXX and no /100 dollars ($######), until termination of this Agreement. The
parties hereto expect that the construction of the Minimum Improvements will be
substantially completed on or before the 31 day of December , 2011.
2) The minimum actual value herein established shall be of no further force and
effect and this Agreement shall terminate on the 30 day of June, 2028, the final date of
the City's obligation to pay interest or principal with respect to the indebtedness incurred in
support of the Project, in the principal amount of $######. The final scheduled maturity
date of the said indebtedness is June 30, 2028. Provided, further, that in the event said
indebtedness had not been fully paid as to principal and interest as of January 1, 2028, this
Agreement shall continue in effect for such additional time as shall be required therefore,
but not later than January 1, 2029.
3) This Agreement shall be promptly recorded by Developer and prior to the
recording of any mortgage on the Property. Developer shall pay all costs of recording.
4) Neither the preambles nor provisions of this Agreement are intended to, nor shall
be construed as, modifying the terms of the Development Agreement between City and
Developer.
5) This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the parties.
THE CITY OF DUBUQUE, IOWA
By:
ATTEST
By:
Roy D. Buol, Mayor
Jeanne F. Schneider, City Clerk
29
STATE OF IOWA, COUNTY OF DUBUQUE ss:
On this day of , 20 , before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Roy D. Buol and Jeanne F. Schneider, to
1 .. known, who, M .. ' ... -. by w... duly sworn, vr� iJiiJ say h.� + +he they are the Mayor and City
me personally kl bown, whobeiI N b me dul swot n, did sa that a hey are.. a �e Ma and Cit
Clerk, respectively, of the City of Dubuque, Iowa; a municipal corporation; that the seal
affixed to the foregoing instrument is the corporate seal of the corporation, and that the
instrument was signed and sealed on behalf of the corporation, by authority of its City
Council, as contained in Resolution No. passed by the City Council on the
; and Roy D. Buol and Jeanne F. Schneider acknowledged the execution of the
instrument to be their voluntary act and deed and the voluntary act and deed of the
corporation, by it voluntarily executed.
CARADCO BUILDING, LLLP
(DEVELOPER)
By:
John N. Gronen
Notary Public, State of Iowa
STATE OF IOWA, DUBUQUE COUNTY ss:
On this day of , 20 _ , before me, a Notary Public in and for said
county and state, personally appeared John N. Gronen, to me personally known, who
stated that he is the Managing Member of CARADCO Building, LLLP., and that said
instrument was signed on behalf of said company by authority of its members and that he
acknowledged the execution of this instrument to be the voluntary act and deed of said
company by him and by it voluntarily executed.
30
Notary Public, State of Iowa
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements to be constructed and the market value assigned to the land upon which the
Minimum Improvements are to be constructed, and being of the opinion that the minimum
market value contained in the foregoing Assessment Agreement appears reasonable,
hereby certifies as follows: The undersigned Assessor, being legally responsible for the
assessment of the property described in the foregoing Assessment Agreement, upon
completion of Minimum Improvements to be made on it and in accordance with the
Assessment Agreement, certifies that the actual value assigned to such land, building and
equipment upon completion shall not be Tess than and no /100 dollars
($ ####### #) until termination of this Assessment Agreement pursuant to the terms hereof.
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
Subscribed and sworn to before me by
Assessor for the City of Dubuque, Iowa.
31
Rick Engelken, Dubuque City Assessor
Date:
Notary Public in and for the State of Iowa
My Commission expires:
Date:
, City
CONSENT OF LENDER
The undersigned, as holder of a mortgage on the Development Property, hereby
consents to the Developer's execution and delivery of this Minimum Assessment
1 hereof 1 _ to the extent L � � as the
i L
Agreement and agrees to be bound by the terms e same exJ tei a e
Developer with respect to the Minimum Actual Value set forth herein.
STATE OF IOWA
) SS •
COUNTY OF DUBUQUE )
32
American Trust & Savings Bank
By:
Its:
On this day of , 20 _ , before me, a Notary Public in and for said
County, personally appeared , to me personally known, who,
being by me duly sworn, did say that that person is the of
American Trust; that said instrument was signed on behalf of said corporation by authority
of its Board of Directors; and acknowledged the execution
of the foregoing Consent to be the voluntary act and deed of said corporation, by it
voluntarily executed.
Notary Public, State of Iowa
EXHIBIT F
PETITION AND WAIVER AGREEMENT
33
Doc ID: 11111111111111111111 Kind: AGREEMENT
Recorded: 09/15/201 at 09:48:37 PM
Fee Ant: $49.00 Pape 1 of 9
Dubuque County Io4wua
Kathy Flynn Thurlew Recorder _ _
F11.2010- 000137
Prepared by: David J. Heiar, ED Director, 50 West 13" Street, Dubuque, IA 52001 563- 589 -4393
Retum to: Jeanne Schneider, City Clerk, 50 West 13 Street, Dubuque, IA 52001 563- 589 -4121
PETITION AND WAIVER AGREEMENT
THIS PETITION AND WAIVER AGREEMENT (Agreement) is made and entered
into by and between the City of Dubuque, Iowa (City) and CARADCO Building, LLLP.
(Owner).
WITNESSETH:
WHEREAS, Owner owns the following property:
Lot 1 CARADCO Place in the City of Dubuque, Iowa
(the Property); and
WHEREAS, City proposes to construct certain street and streetscape
improvements (the Improvements) in said City; and
WHEREAS, Owner desires that the Improvements be constructed to benefit its
properties and that special assessments be levied against the Property, the general
description and location of the Improvements being as follows:
Paving and streetscape of Washington Street from 9th to 11th
Streets, 10th Street from Elm to Jackson Street, and Jackson
Street from 7th to 11 Streets. The streets and streetscapes will be
reconstructed according to the Historic Millwork District Master Plan
adopted by Resolution 79 -09 on February 16, 2009.
NOW, THEREFORE, BE IT AGREED BETWEEN THE PARTIES HERETO AS
FOLLOWS:
As soon as practicable City shall have the right to cause the above described
Improvements to be constructed in accordance with such plans and specifications as it
shall deem appropriate. The construction of the Improvements shall be under the
supervision of an engineer to be selected by City (the Engineer).
34
i
For the purpose of this Agreement, City may elect to enter into contracts for the
Cent! ucctinn _f the !rnpr e n ` p o f any "ontrect f ptib improvement
project entered into prior to the receipt of this instrument as authorized by
384.41(2) of the Code of Iowa.
In consideration of the construction of the Improvements, Owner hereby waives
the public hearing on the adoption of the resolution of necessity and the mailing and
publication of notice thereof, and all other legal formalities of whatsoever kind or
character required by the laws of Iowa to be observed by cities in the construction of the
Improvements where the expense of such Improvements is to be assessed against the
Property. Owner expressly waives each and every question of jurisdiction, the Intention
of the Owner being to authorize and direct City to construct the Improvements without
requiring any of the formalities or legal proceedings required of cities by the laws of
Iowa.
It is further agreed that when the Improvements have been constructed in
accordance with the plans and specifications, City may make assessments against the
Property for the entire cost of the construction of the Improvements, Including the cost
of engineering, supervision, preparation of assessment schedule, and a ten percent
Default and Deficiency Fund as authorized by Section 384.44, Code of Iowa, and that
such assessments so made shall be a lien upon the Property; provided , however, that
the amount to be so assessed shall not exceed the amount set forth below, and Owner
hereby agrees to pay the amount as follows:
Private Street Donation Assessment
Public Street Assessment
Private Sanitary Sewer Assessment
Private Water Service Assessment
Total Assessment
This amount shall be assessed against the Property, and the assessment shall
have the same legal force and effect as if all the legal formalities provided by law in
such cases had been fully and faithfully performed and observed. Owner hereby
expressly waives every objection to the assessment, any limitation of the amount
thereof as a percentage of valuation and any right to defer or postpone payment of the
assessment. The assessment shall be paid by Owner within the time provided by
statute for the payment of special assessments for such Improvements.
The amount and proportion of the cost of the Improvements to be paid by Owner
shall be ascertained and determined by the Engineer and by it reported to the City
Council which shall make such changes or alterations as it may require, and when the
assessments are finally passed by the City Council and by it levied, they shall constitute
the assessments against the Property.
Notwithstanding the foregoing or anything in this Agreement to the contrary, it is
recognized that Owner and City are parties to a Development Agreement requiring,
35
$272,519.24
$27,416.83
$5,000.00
$2.000.00
$306,936.07
among other things, Owner to construct certain Minimum Improvements (as defined in
the Devetoprrhent Agreement) on the Property made subject to this Agreement. In
recognition thereof, City agrees that so long as Owner timely completes the construction
of the required Minimum Improvements under the Development Agreement and is not
its
otherwise in default under the Development Agreement, as determined by City
sole discretion, the final assessment to be levied against the Property in respect of the
Improvements shall be reduced by the terms specified in the Development Agreement.
Owner hereby authorizes the City Council to pass any Resolution requisite or
necessary to order and construct the Improvements, to provide for the construction of
the Improvements and to make the assessments herein provided for, without further
notice to Owner, , and any such Resolution may contain recitals that the Improvements
are ordered or made by the City Council without petition of Owner, without in any way
qualifying this Petition or releasing Owner from its obligation to pay the assessments
levied against the Property for the cost of the Improvements and to issue improvement
bonds or other obligations payable out of the assessments.
Owner warrants that the Property is free and clear of all liens and encumbrances
other than for ordinary taxes, except for such liens as are held by lienholders hereinafter
listed and designated as signers of this Agreement (Lien holders), who by execution of
this Agreement consent to the subordination t o their subordinate the sale of any part special f assessment the
liens herein described. Owner further agrees failure to do so, to pay the full
Property to the terms of this Agreement, and, upon
amount of the assessment on demand. Each Lienholder designated below, by
execution of this Agreement, agrees and consents that Its Nen or hens shall be
subordinated to the lien of the assessments levied pursuant hereto.
Owner agrees that this Agreement shall be effective and binding from and after
the approval hereof by resolution of the City Council.
Dated this 7th day of September
ATTEST:
By:
Bv:
eanne F. Schneider, City Clerk, CMC
Roy D. , Mayor
, 2010.
CITY OF i JBUQUE, IOWA
36
Owner: CARADCO Building, LLLP
Legal description of property to be assessed (the Property):
Lot 1 CARADCO Place in the City of Dubuque, Iowa
The undersigned Owner and Lienholder agree to the terms of the attached Petition and
Waiver Agreement and agree to be bound thereby.
CARADCO BUIL 'y J LLLP
B y : ` ` , � Date: Au& 9
2010
Its: 1 . oG Grp,+, Relettr hon (GP- coradco aids c-t -,P)
WITNESS:
LIENHOLDER:
By: 14 -(,..u
Printed Name: - 7 2 . 1 0 , 11.4-4 ?. 30464t
Its: e)c& -r
Company: ,4,+ax.e..1 1 a - Fw..vG
WITNESS:
SIGNATURE PAGE TO PETITION & WAIVER AGREEMENT
G
37
State of Iowa )
) ss:
County of Dubuque )
On this 9th day of August, 2010, before me, the undersigned, a Notary Public in and for
the State of Iowa, personally appeared John Gronen and acknowledged the execution
of the instrument to be his/her voluntary act and deed.
LAURIE STELPFLUG
Notarial Seal - Iowa
Commission * 74790
My Commission Expires
State of Iowa )
) ss:
County of Dubuque )
TAMMY A. BENDA
Commission Number 763878
My Comm. Exp.�'AE—
ota ° ublic in and fo said State
On this 9th day of August, 2010, before me, the undersigned, a Notary Public in and for
the State of Iowa, personally appeared Thomas R. Bolduc and acknowledged the
execution of the instrument to be his/her voluntary act and deed.
38
State of Iowa )
) ss:
County of Dubuque )
On this 7 day of September, 2010, before me, the undersigned, a Notary Public in and
for the State of Iowa, 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; that the
seal affixed to the foregoing instrument is the corporate seal of the City, and that the
instrument was signed and sealed on behalf of the City, by authority of its City Council,
and Roy D. Buol and Jeanne F. Schneider acknowledged the execution of the
instrument to be their voluntary act and deed.
39
gbh. /
N • ary Public in nd for said State
KEVIN S. FIRNSTAHL
COMMISSION NO.745295
MY • MISS •N EXPIRES
EXHIBIT G
ALAMO OFFER TO BUY AND ACCEPTANCE
40
OFFER TO BUY REAL ESTATE AND ACCEPTANCE
TO: Warehouse Redevelopment, LLC, Seller:
SECTION 1. REAL ESTATE DESCRIPTION. The Buyer offers to buy real estate in
Dubuque County, Iowa, described as follows:
City Lot 2 of Center City Place In Dubuque, Iowa [except Seller retains the
building locally known as the "Alamo Building" (the `Building ") and the real
estate under and around such building as identified on Exhibit "A" consisting of
15 feet of property on the East side of the Alamo Building and 15 feet on the
South side of the Alamo Building ] . The Building and the retained real estate
shall in aggregate be referred to as the "Retained Real Estate ". That portion of
City Lot 2 of Center City Place, excluding the Retained Real Estate, shall be
referred to as the "Real Estate ". In addition, Seller shall also retain an easement
for walkways and an access easement (the "Easement Areas ") to provide direct
access to the Alamo Building from the public sidewalks or roadways as mutually
agreed prior to closing consistent with the accesses shown on Exhibit A. Seller
shall obtain a survey /plat, at Buyer's cost, separating the Retained Real Estate
from the Real Estate and further identifying the Easement Areas. The survey /plat
shall be obtained and recorded prior to closing,
with any easements and appurtenant servient estates, but subject to the following: a. any
zoning and other ordinances; b. any covenants of record; c. any easements of record for
public utilities, roads and highways designated the Real Estate; provided Buyer, on
possession, are permitted to make the following use of the Real Estate: public parking
lot/ramp and public plaza.
SECTION 2. PRICE. The purchase price shall be $698.973.42 Tess $210.00 per day
for each day that the Closing occurs prior to May 1, 2011 (for example If closing
occurs 30 days before May 1, 2011. the purchase price would be reduced by
$6,300.00 (30 x $210)) and the purchase price shall increase $210.00 per day for
each day that the closing occurs after May 1, 2011, payable at City Hail, Dubuque,
Iowa, as follows: $100.00 with this Offer to Buy Real Estate, receipt of which is hereby
acknowledged, and the balance of the purchase price in cash at closing. In the event this
agreement fails to close by the dosing date, Seller shall promptly return all earnest
money to Buyer. The parties acknowledge that the purchase and sale contemplated
herein does not include the Building as such Building is, due to the required rehabilitation,
a liability as it relates to the proposed use of the Real Estate and is unlikely to be an
income generating structure. In addition, the Seller has obtained commitments from
funding sources to assist in such rehabilitation and certain of such sources are not
available to Buyer.
SECTION 3. REAL ESTATE TAXES. Seller shall pay any unpaid real estate taxes
payable for fiscal year 2009 -2010 and prior years for the Real Estate and the Retained
Real Estate. Seller shall also pay real estate taxes for fiscal year 2010 -2011 prorated to
41
1
the date of closing for the Real Estate and the Retained Real Estate. Buyer shall pay all
subsequent real estate taxes for the Real Estate. Any proration of real estate taxes on the
Real Estate shall be based upon such taxes for the year currently payable unless the
parties state otherwise.
SECTION 4. SPECIAL ASSESSMENTS. Seller shall pay all special assessments
which are a lien as of the date of closing. Buyer agrees that the Retained Real Estate
shall not be assessed for any of Buyer's street and infrastructure improvements now
planned and which are completed within three (3) years after the Closing Date.
SECTION 5. RISK OF LOSS AND INSURANCE. Sellers shall bear the risk of loss or
damage to the Real Estate prior to closing or possession, whichever first occurs.
Sellers agree to maintain existing insurance and Buyers may purchase additional
insurance.
SECTION 6. CARE AND MAINTENANCE. Subject to Par. 18, the Real Estate shall be
preserved in its present condition and delivered intact at the time possession is delivered
to Buyer,
SECTION 7. POSSESSION. If Buyer timely performs all obligations, possession of the
Real Estate shall be delivered to Buyer within twenty (20) days of completion of the
deconstruction and stabilization identified in Paragraph 18.3 and no later than the 1 day
of May, 2011 (the 'Closing Date ") or such later date as the parties may agree in writing
with any adjustments of rent, insurance, and interest to be made as of the date of transfer
of possession.
SECTION 8. FIXTURES. All property that integrally belongs to or is part of the Alamo
Building (former Rouse and Company Foundry Building located on the comer of 10 and
Washington Streets) on the Real Estate, whether attached or detached, such as light
fixtures, shades, rods, blinds, awnings, windows, storm doors, screens, plumbing fixtures,
water heaters, water softeners, automatic heating equipment, air conditioning equipment,
wall to wall carpeting, built -in items and electrical service cable, outside television towers
and antenna, fencing, gates and landscaping shall be considered a part of the Building
and excluded from the sale.
SECTION 9. USE OF PURCHASE PRICE. At time of settlement, funds of the
purchase price may be used to pay taxes and other liens and to acquire outstanding
interests, if any, of others.
SECTION 10. ABSTRACT AND TITLE. Seller, at its expense, shall promptly obtain
an abstract of title to the Real Estate continued through the date of acceptance of this
offer, and deliver it to Buyer for examination. It shall show merchantable title in Seller in
conformity with this agreement, Iowa law and Title Standards of the Iowa State Bar
Association. The abstract shall become the property of the Buyer when the purchase
price is paid in full. Seller shall pay the costs of any additional abstracting and title work
due to any act or omission of Seller, including transfers by or the death of Seller or its
i
42
2
assignees.
SECTION 11. DEED. Upon payment of the purchase price, Seller shall convey the
Real Estate to Buyer, by Warranty Deed, free and dear of all liens, restrictions, and
encumbrances except as provided in 1 a. through 1 .d. Any general warranties of title
shall extend only to the time of acceptance of this offer, with special warranties as to acts
of Seller continuing up to time of delivery of the deed.
SECTION 12. TIME IS OF THE ESSENCE. Time is of the essence in this contract.
SECTION 13. REMEDIES OF THE PARTIES
13.1 If Buyer fails to timely perform this contract, Seller may forfeit it as provided in the
Iowa Code, and all payments made shall be forfeited or, at Seller's option, upon thirty
days written notice of intention to accelerate the payment of the entire balance because of
such failure (during which thirty days such failure is not corrected) Seller may declare the
entire balance immediately due and payable. Thereafter this contract may be foreclosed
in equity and the Court may appoint a receiver.
13.2 if Seller fails to timely perform this contract, Buyer has the right to have all
payments made returned to it and Seller shall reimburse Buyer for any expenses
incurred by Buyer for the design of the parking lot contemplated by this agreement.
13.3 • Buyer and Seller also are entitled to utilize any and all other remedies or actions at
law or in equity available to them and shall be entitled to obtain judgment for costs and
attorney fees as permitted by law.
SECTION 14. APPROVAL OF COURT. If the sale of the Real Estate Is subject to
Court approval, the fiduciary shall promptly submit this contract for such approval. If this
contract is not so approved, it shall be void.
SECTION 15. CONTRACT BINDING ON SUCCESSORS IN INTEREST. This
contract shall apply to and bind the successors in interest of the parties.
SECTION 16. CONSTRUCTION. Words and phrases shall be construed as in the
singular or plural number, and as masculine, feminine or neuter gender, according to the
context.
SECTION 17. TIME FOR ACCEPTANCE. If this offer is not accepted by Seller on or
before 5:00 pm on the 31st day of October, 2010, it shall become void and all payments
shall be repaid to the Buyer.
SECTION 18. OTHER PROVISIONS.
18.1 The Offer is subject to final approval of the City Council of the City of Dubuque,
Iowa in its sole discretion.
43
3
1 X3.2 Buyer, its counsei, accountants, agents and other representatives, shaii have fuii
and continuing access to the Real Estate and all parts thereof, upon reasonable notice
to Seller for the purpose of inspecting, surveying, engineering, test boring, performance
of environmental tests and such other work as Buyer shall consider appropriate,
provided that Buyer shall hold Seller harmless and fully indemnify Seller against any
damage, claim, liability or cause of action arising from or caused by the actions of
Buyer, its agents, or representatives upon the Real Estate (except for any damage,
claim, liability or cause of action arising from conditions existing prior to any such entry
upon the Real Estate), and shall have the further right to make such inquiries of
governmental agencies and utility companies, etc. and to make such feasibility studies
and analyses as Buyer considers appropriate.
18.3 Seller shall at its expense deconstruct the former Eagle Offices located at 955 Elm
Street and the auto body building, located at 375 East sm Street (the "Deconstruction
Buildings "). Provided, however, Seller shall not be responsible for the cost of unforeseen
conditions or elements related to the Deconstruction Buildings to be deconstructed or the
Real Estate, including environmental issues. Such deconstruction shall be to the
satisfaction of Buyer prior to closing. Buyer will be deemed satisfied with the
deconstruction if the Deconstruction Buildings and foundations have been removed from
the premises and the property graded to a level lot. Seller shall also, at its expense,
stabilize the Alamo building. Such stabilization shall include structural stabilization,
including roof, masonry work and repairs to the holes in the building caused by
deconstruction. Buyer shall at Closing reimburse Seller for its actual costs of such
deconstruction and stabilization. Provided, Seller shall obtain bids for all proposed
deconstruction of the Deconstruction Buildings and stabilization of the Alamo and shall
submit such bids to Buyer for approval at least thirty (30) days prior to the Closing. If
Buyer approves such bids this transaction shall proceed as provided herein and Seller
shall be reimbursed for the above costs at Closing. If Buyer does not approve such bids
in writing prior to Closing then this agreement shall be null and void and neither party
shalt have any further obligation to the other hereunder.
18.4 Buyer will acknowledge on the appropriate Internal Revenue Service form
prepared by Seller that Buyer is in receipt of an appraisal of the Real Estate that shows
the fair market value of the Real Estate to be $800,000.00 and that Sellers are donating
to the City the difference between this fair market value appraisal and the purchase price.
18.5 Seller warrants that the rights of all tenants shall be terminated by Seller prior to
Closing and that there will be no tenants whose rights in the Real Estate survive the
Closing. This covenant shall survive the Closing.
18.6 Additional Contingencies. Seller's obligation to proceed hereunder is expressly
subject to and contingent upon (but may be waived by Seller) the following:
Completion, execution and final City approval of Development Agreements
providing as follows:
44
4
1
(a) That Buyer shaii develop an asphalt surface parking lot on the Real Estate
consisting of approximately 197 standard parking spaces (the `Parking
Spaces"). Buyer shall not be required to complete construction of the
Parking Spaces before substantial completion of the rehabilitation of the
Caradco Building.
(b) That an entity controlled by John Gronen and Mary Gronen, or their
assignees, shall lease the Parking Spaces at an annual rental established by
the City Council (which rate shall be consistent with Buyer's standard and
typical lease rates for such spaces) as long as at least 72 residential units are
available in that Building locally known as the Caradco Building (900
Jackson). The Parking Spaces shall be leased by the Gronen entity or
Gronens' assignee as follows:
i. At least 30spaces within thirty (30) days after the substantial
completion of rehabilitation of the Caradco Building (900
Jackson),; and,
ii. At least11 additional spaces for each month after the Section
18.6 (b)i date until all of the approximately 197 Parking Spaces
are leased by the Gronen entity or its' assignee; and,
The Gronen entity or the Gronens' assignee may sublease the Parking Spaces to third
parties upon terms agreeable to the Gronen entity: or the Gronens' assignee in its or
their sole discretion, provided that the sub - lessee is a tenant or owner residing within
the Historic Millwork District PUD boundaries.
(c) That an entity controlled or operated by Robert Johnson, or Johnson's
assignee shall lease at least 120 Parking Spaces on property controlled by Buyer
within 600 feet of that building locally known as the Iron Works Building at an annual
rental established by the City Council (which rate shall be consistent with Buyer's
standard and typical lease rates for such spaces) as long as at least 75 Residential
Units are available in that Building (the "Iron Works Parking Spaces "). The Iron Works
Parking Spaces shall be leased by the Tenant entity as follows:
i. At least 40 spaces within thirty (30) days after the substantial
completion of rehabilitation of the Iron Works Building, but no
later than January 1, 2012 ; and,
ii. At least 40 additional spaces within 60 days after the Section
18.6 (c)i date; and,
iii. At least 20 additional spaces within 90 days after the Section
18.6 (c)I date; and,
iv. The balance of the Parking Spaces within 150 days after the
Section 18.6 (c)i date.
The Johnson entity or Johnson's assignee may sublease the Iron Works Parking
45
5
Spaces to third parties upon terms agreeable to the Johnson entity or Johnson's
assignee in its or his sole discretion, provided that the sub - lessee is a tenant or owner
residing within the Historic Millwork District PUD boundary.
(d)That in the event a parking ramp is developed on the Real Estate, the Gronen
entity or the Gronen assignee Building under Paragraph 18.6(b) above and the Johnson
entity or Johnson's assignee under Paragraph 18.6(c) above shall be entitled to the
same lease rights within the parking ramp (the same number of Parking Spaces and the
same number of Iron Works Parking Spaces, respectively) as provided above.
During the construction of said ramp, some or all of the then existing parking
spaces may not be available to the Gronen entity and /or the Johnson entity or their
assignees. During this period Buyer will provide temporary substitute parking /shuttle
options for these displaced parking patrons.
Dated: r -r`, 2./0
CITY OF DUBUQUE, IOWA
By:
Michael C. Van Milligen
City Manager
THIS OFFER IS ACCEPTED
Dated: /O / _5 fri)
WAREHO = REDEVEEs PMENT, LLC
By: •
John one jig Vsk- voi, By ' _
!' r • tt
By:
Bob Jo s mber
6
46
8
SITE PLAN
ROUSE and DEAN
FOUNDRY REHAB.
PROJECT
OtlaIQMP
ner
2
C
a
G
I` i IDY 1111117 111111111lliiiiiiiiiiiiiiiiii lil■
PI,
MI Iii: ■ J _ ..e.-- M 1 i' } —. -- -- ��._.- - -- ._.
DalrainnUESEWEERgaminsuoi
' 111 ftain - -t
11:t
1 ' ■
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it
1! In I1 MI
47
Alamo site with parking ramp structure taken from the ?Laster Plan
Created by ADJ
Base data provided by Dubuque County GIS
Millwork District
49
Legend
Road Centerline
Alamo Purchase Area
Q Historic Millwork District Boundary
R i�a•�,. S;fr
Warehouse Redevelopment LLC
Exhibit 1
Capital Expenditures
Land 60,000.00
Building 432,213.07
Office Improvements 16,517.07
improvements 4,329.84
Organizational Costs 800.00
Total Capital Expenses ! 513,659.98
Net income (Loss) Before Depreciation & Amortization
January 2006 through December 2008
January 2007 through December 2007
January 2008 through December 2008
January 2009 through December 2009
January 2010 through August 31, 2010
September 2010 through May 1, 2011 Estimated Holding Cost
Total Holding Expenses
Accounts Receivable Not Collected included In Income
Carrying Cost of Capital Contributions (6% Interest Rate) through May 1, 2011
Total Investment & Holding Costs In Warehouse Redevelopment LLC
From January 2006 through May 1, 2011
Note: If the closing date is extended the holding cost each day Is:
$50 Interest and $160 operating cost
50
(11,853.08)
(12,347.19)
(32,715.40)
(24,984.21)
(34,713.55)
(50,000.00)
1
18,700.01
56,051.78 NO
755,025.18
See, osl.7lo.
418 9 73. zz
210.00
EXHIBIT H
WARRANTY DEED
FOR
10 STREET FROM JACKSON TO ELM STREETS AND WASHINGTON STREET
FROM 9TH TO 11 STREETS
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EXHIBIT I
CDBG SUBRECIPIENT AGREEMENT
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SUBRECIPIENT AGREEMENT FOR COMMUNITY DEVELOPMENT BLOCK GRANT
HOUSING DISASTER RECOVERY FUND CONTRACT
BETWEEN
THE CITY OF DUBUQUE
AND
CARADCO BUILDING, LLLP
THIS CONTRACT, made and entered into this day of 2011, by and
between the City of Dubuque, Iowa (hereinafter called "the City ") and the Caradco Building,
LLLP (hereinafter called "the Subrecipient ").
WITNESSETH THAT:
WHEREAS, the City, at the request of the Subrecipient, has applied to the Iowa
Department of Economic Development (IDED) for a grant of federal funds from the U.S.
Department of Housing and Urban Development (HUD) pursuant to Contingency
Appropriations Act of 2009, Title I of the Housing and Community Development Act of 1974
and Chapter 23 of the Administrative Code, as amended, to renovate the former Carr, Ryder
and Adams Company Main Plant Building ( "the Building ") into 72 residential units for
workforce housing ( "the Project "); and
WHEREAS, the City has been awarded a grant of funds as aforesaid in the amount of
$8,900,000, subject to the condition that the City rehabilitate for persons or households
whose incomes are at or below 80% of the area median income limits persons, 46 units of
residential housing in the Project; and
WHEREAS, the parties hereto desire to make a written agreement with respect to
said funds and the implementation of the Project;
NOW, THEREFORE, the parties hereto have agreed to the terms and conditions as
hereafter stated:
Section 1. The Project includes the creation of 72 apartments on the second and third floors
of the Building. No less than 46 of the rental units shall be occupied by persons or
households whose incomes are at or below 80% of the area median income limits (LMI) by
household size as established by HUD for Dubuque County, Iowa.
The following regulations are also part of this funding commitment:
• Maximum (gross) rent limits on the Community Development Block Grant (CDBG)
Supplemental Funds assisted (affordable) rental units (by bedroom size) shall not
exceed the most current HOME Program 65% rent limits.
• Subrecipient hereby agrees to a 10 -year period of affordability in terms of tenant
income restrictions (limitations) and through affordable rent limitations (controls) on
all CDBG Supplemental Funds assisted rental units (i.e., the affordable rental units)
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serving LMI tenants, shall maintain the appropriate number of affordable rental units
for the entire 10 -year period.
Throughout the period of affordability, Subrecipient shall ensure that the appropriate
number of rental units remain affordable to, and are occupied by, income eligible
and verified Livii tenants. All assisted rental units shall be subject to the maximum
rent limitations (by bedroom size) applicable to all assisted rental units for the entire
10 -year period of affordability. Subrecipient shall appoint and maintain at all times a
knowledgeable individual to be responsible for the long -term affordability
requirements and oversight for all funded new construction multi - family (rental)
projects.
• Throughout the period of affordability, Subrecipient shall provide City with periodic
reporting requirements and compliance monitoring and /or inspections (for tenant
incomes and rents on the affordable units, appropriate unit mix, property standards
compliance, etc.) to the extent and at the times required by applicable HUD or IDED
regulations.
• The CDBG Supplemental Funds subsidy amount provided shall be secured as a
mortgage lien on the assisted multi - family property, in form satisfactory to City.
• The CDBG Supplemental Funds forgivable loan may be recorded in junior position
to the principal conventional loan provided by American Trust and Savings , but
must be recorded in senior position to any and all other funding in the Project.
Additionally, Subrecipient must maintain its assistance security agreements in the
above - stated recording position throughout the 10 -year period.
• The form of financial assistance (CDBG Supplemental Funds) will be a 10 -year
forgivable loan (non- receding), forgiven in full at the end of the 10 -year compliance
period, as described in a separate loan agreement to be executed by City and
Subrecipient, which is incorporated herein and made a part of this agreement by
reference. If the assisted rental project is sold or transferred, or converted to an
alternate (non - residential) use, during the 10 -year period following completion and
acceptance, the entire amount of the CDBG forgivable loan shall be repaid.
Upon mutual agreement and consent between IDED and Subrecipient, the Project
may be sold or transferred, but, only if the new purchaser agrees to continue with
the terms of the forgivable loan agreement and this agreement and to complete the
remainder of the10 -year affordability period (tenant income and rent limitations on
46 of the rental units).
Section 2. Construction Contracts and Services. The Subrecipient shall, for the purpose
of constructing the Project, proceed forthwith to engage the services of an architect/engineer,
adopt plans and specifications, and award construction contracts in accordance with the laws
and regulations of the State of Iowa and of the United States.
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Section 3. Administration. The administration of CDBG Contract #08 -DRH -212
(Contract) and all transactions involving the expenditure of any of the grant funds within the
scope of said contract shall be the sole prerogative of the City carried out in such manner
as it deems appropriate and consistent with Title I of the Housing and Community
Development Act of 1974 and 261 -- Chapter 23 of the Iowa Administrative Code. The East
Central Intergovernmental 9 (ECIA) is hereby named the administrator responsible
for administering the Davis -Bacon Act and related federal compliance issues per a separate
contract.
Section 4. Property Ownership. Any and all improvements or property, real or personal,
constructed, installed, or acquired pursuant to this Contract shall be and remain the property
of the Subrecipient. If, from the date funds are first spent for the property until ten years after
closeout of the City's grant contract, the use or planned use of the property is proposed to be
changed, then the Subrecipient shall notify the City of the proposed change. The City shall
contact IDED for instructions on how to proceed. If the Subrecipient proceeds with a use
determined by IDED to be inconsistent with the use of CDBG funds, the Subrecipient shall
reimburse the City and the City will reimburse IDED amount of funds as determined by
IDED. See Section 16.
Section 5. Proposed Project. The Subrecipient shall grant access to the Project and
Subrecipient's program records for the City and its contractors to perform such required
functions consistent with the CDBG contract as the City shall deem appropriate.
• The Subrecipient agrees to submit semi - annual status reports to the City by the
seventh day of the month following the end of each semi - annual period as cited in the
Contract, in the manner prescribed by the City.
• The Subrecipient agrees to submit all information and documentation regarding
project expenditures and employment as requested by the City.
• The Subrecipient agrees to at all times maintain proper documentation and books of
account in a manner satisfactory to the City. The Subrecipient agrees to provide to
the City an itemized schedule of Project expenditures on a semi - annual basis.
• The Subrecipient will furnish to the City a financial operating statement on an annual
basis no later than the sixtieth (60 day following the expiration of the Subrecipient's
fiscal year.
• The Subrecipient hereby authorizes the City or its agents to conduct an audit of the
Subrecipient's books and records at the City's discretion.
Section 6. [Intentionally Left Blank]
Section 7. Indemnification. The Subrecipient shall hold the City, ECIA, the State of Iowa
and IDED and their officers and employees harmless from any and all claims, losses,
damages or liability whatsoever resulting from or arising out of this Agreement, the Contract
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or the Project.
Section 8. Unallowable Costs. If the City determines at any time, whether through
monitoring, audit, closeout procedures, or other means or process that the Subrecipient has
expended funds which are unallowable, the Subrecipient will be notified of the questioned
costs and given an opportunity to justify questioned costs prior to the City's final
determination of the disallowance of costs. If it is the City's final determination that costs
previously paid by the City are unallowable under the terms of the Agreement, the
expenditures will be disallowed and the Subrecipient shall repay to the City any and all
disallowed costs.
Section 9. Events of Default. The following shall constitute Events of Default under this
Agreement:
a. Material Misrepresentation. If at any time any representation, warranty or
statement made or furnished to the City by, or on behalf of the Subrecipient in
connection with this Agreement or the Contract or to induce the City to make a
grant to the Subrecipient shall be determined by the City to be incorrect, false,
misleading or erroneous in any material respect when made or furnished and
shall not have been remedied to the City's satisfaction within thirty (30) days
after written notice by the City is given to the Subrecipient.
b. Noncompliance. If there is a failure by the Subrecipient to comply with any of
the covenants, terms or conditions contained in this Agreement or the Contract,
and any such failure shall remain unremedied for thirty (30) days after written
notice hereof shall have given by City.
c. Contract Expiration Date. If the Project, in the sole judgment of the City, is not
completed on or before the Contract Expiration Date (December 31, 2012).
d. Misspending. If the Subrecipient expends Grant proceeds for purposes not
described in the CDBG application, this Agreement or the Contract, or as
authorized by the City.
e. The Subrecipient shall assign this Agreement or the Contract to another party
without prior written consent of the City and IDED.
f. Insurance. If loss, theft, damage or destruction of any substantial portion of the
property of the Subrecipient occurs for which there is either no insurance
coverage or for which, in the opinion of the City, there is insufficient insurance
coverage.
Section 10. Notice of Default. The City shall issue a written notice of default providing
therein a fifteen (15) day period in which the Subrecipient shall have an opportunity to cure,
provided that cure is possible and feasible.
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Section 11. Remedies upon Default. If, after opportunity to cure, the default remains,
the City shall have the right, in addition to any rights and remedies available to it to do one
or both of the following:
a. Exercise any remedy provided by law;
b. Require immediate repayment of up to the full amount of funds disbursed to the
Subrecipient under this Agreement or the Contract plus interest incurred at 6%
rate.
Section 12. Miscellaneous. Neither party to this Agreement shall assign its rights and
obligations hereunder without the prior written authorization of the other party. This
Agreement shall be governed by the laws of the State of Iowa. In the event any provision
of this Contract shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision
hereof. The terms and conditions of this Agreement may be amended only by written
instrument executed by both parties and, when necessary, with the concurrence of the
State of Iowa, IDED. Such amendments include any deviation from the recipient program
schedule, or other terms and conditions provided for by IDED contract number 08 -DRH-
212 which is by this reference incorporated herein and made a part hereof of this
Subrecipient Agreement.
Section 13. Termination for Convenience. The City or Subrecipient may terminate this
Agreement when both parties agree that the continuation of the Project would not produce
beneficial results commensurate with the future expenditure of funds. The parties shall agree
upon the termination conditions, including the effective date and shall cancel as many
outstanding obligations as possible. The City may allow full credit to the Subrecipient for the
City share of the noncancellable obligations, properly incurred by the Subrecipient prior to
termination, subject to IDED approval.
Section 14. Termination for Cause. The City or Subrecipient, for legitimate and just cause,
may terminate this Contract upon ten (10) days written notice to the other. Each party shall
be responsible for the liabilities they possess as a result of this Agreement and shall save
and hold harmless each from further liability.
Section 15. Legal Entity. No separate legal entity is created by this Agreement.
Section 16. Reversion of Assets. Up to and including the expiration date of this
Agreement (10 years after the date of closeout of the City's contract with IDED), the
Subrecipient shall transfer immediately to the City any CDBG funds on hand (excluding
payments for accounts payable under the aforesaid Project received prior to Project
closeout) and /or any account receivable attributable to the use of CDBG funds and /or any
real property under the Subrecipient's control that was acquired or improved in whole or part
with CDBG funds and disposed of in a manner that results in the Subrecipient being
reimbursed in the amount of current market value of the property less any portion of the
value attributable to expenditures on non -CDBG funds for acquisition of or improvement to
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the property.
Section 17. Federal Laws. By virtue of the federal funding provided for under this
Agreement, the parties hereto shall be bound by and adhere to all applicable federal laws,
rules, policies, orders and directions, including, by way of specification, but not limited to the
following:
a. The requirements of Title VIII of the Civil Rights Act of 1968, 42 U.S.C. 3601-
19 and implementing regulations; Executive Order 11063; Title VI of the Civil
Rights Act of 1964 (42 U.S.C. 200d -1), and the Americans with Disabilities
Act, as applicable (P.L. 101 -336, 42 U.S.C. 12101 - 12213); and related Civil
Rights and Equal Opportunity statutes; and regulations which supplement
these laws and orders.
b. The prohibitions against discrimination on the basis of age under the Age
Discrimination Act of 1975 (42 U.S.C. 6101 -07) and the prohibitions against
discrimination against handicapped individuals under Section 504 of the
Rehabilitation Act of 1973 (24 U.S.C. 794).
c. The requirements of Executive Order 11246 and the regulations issued
under the Order at 41 CFR Chapter 60.
d. The requirements of Section 3 of the Housing and Urban Development Act of
1968, 12 U.S.C. 1701.
e. The requirements of Executive Orders 11625, 12432, and 12138. Consistent
with responsibilities under these Orders, the provider must make efforts to
encourage the use of minority- and women -owned business enterprises in
connection with activities funded under this part.
f. The maintenance of books, records, documents and other such evidence
pertaining to all costs and expenses incurred and revenues received under
this contract/ subagreement to the extend and in such detail as will properly
reflect all costs, direct and indirect, of labor, materials, and equipment,
supplies, services, and other costs and expenses of whatever nature, for
which payment is claimed under their contract/subagreement as specified in
261 -- Chapter 23, Iowa Administrative Code and OMB Circular A -102.
At any time during normal business hours and as frequently as deemed
necessary, the parties heretofore shall make available to the Iowa
Department of Economic Development, the State Auditor, the General
Accounting Office, and the Department of Housing and Urban Development,
for their examination, all of its records pertaining to all matters covered by
this contract/subagreement and permit these agencies to audit, examine,
make excerpts or transcripts from such records, contract, invoices, payrolls,
personnel records, conditions of employment, and all other matters covered
g.
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by this contract/subagreement for five years after complete grant closeout and
all other pending matters are closed.
h. The Subrecipient agrees to include the provisions of Paragraphs (a) through
(g) in every subcontract or purchase order unless excepted by rules,
regulations, or orders of the Secretary of Labor issued pursuant to Section 204
of Executive Order No. 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take
such action with respect to any subcontract or purchase order as the
contracting agency may direct as a means of enforcing such provisions
including sanctions for noncompliance: Provided, however, that in the event
the contractor becomes involved in, or is threatened with, litigation with a
subcontractor or vendor as a result of such direction by the contracting agency,
the contractor may request the United States to enter into such litigation to
protect the interests of the United States."
Certification regarding government -wide restriction on lobbying. The
Subrecipient certifies, to the best of its knowledge the belief that:
1. No federal appropriated funds have been paid or will be paid, by or on
behalf of the Subrecipient, to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making of any federal
grant, the making of any federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid to any
person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee, or an employee of a
Member of Congress in connection with this Federal contract, grant, loan or
cooperative agreement, the Subrecipient shall complete and submit Standard
Form LLL, "Disclosure Form to Report Federal Lobbying" in accordance with
its instruction.
3. The Subrecipient shall require that the language of this certification be
included in the award documents for all subawards at all tiers (including
subcontracts, subgrants, and contracts under grants, loans and cooperative
agreements) and that all sub - subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction
imposed by section 1352, title 31, U.S. Code. Any person who fails to file the
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J.
required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.
Political Activity. No portion of program funds shall be used for any partisan
political activity or to further the election or defeat of any candidate for public
r i Neither the t funds provided therefore, nor the
office. IVellfler U IC program nor the funds prvviucu u�c�c�v��., nor ���..
personnel employed in the administration of this Contract or its Funding
Agreements, shall be in any way or to any extent, engaged in the conduct of
political activities in contravention of The Hatch Act (5 U.S.C. 15).
Section 18. Other Requirements. In connection with the carrying out of this Agreement,
the Subrecipient agrees to comply with any and all rules and regulations of the IDED and the
US Department of Housing and Urban Development concerning third party contracts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized representatives.
Grantee: City of Dubuque
By. Date:
Roy D. Buol, Mayor
ATTEST:
Jeanne F. Schneider, City Clerk
Subrecipient: Caradco Building, LLLP
By:
ATTEST:
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Date: