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Warehouse Trust, LLC Development Agreement Initiate
THE CITY OF Dui Masterpiece on the Mississippi Dubuque All- America City II 111! 2012 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Setting a Public Hearing on a Development Agreement for Warehouse Trust LLC DATE: May 30, 2013 Economic Development Director Dave Heiar recommends the City Council set a public hearing for June 17, 2013, on a Development Agreement for Warehouse Trust LLC (Novelty Iron Works building). I concur with the recommendation and respectfully request Mayor and City Council approval. btitt44 kr,„709,,, Michael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, 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 on a Development Agreement for Warehouse Trust LLC. DATE: May 31, 2013 Dubuque ketti All- America City 11111! 2007 INTRODUCTION The purpose of this memo is to recommend the City Council set a public hearing on a proposed Development Agreement for Warehouse Trust LLC (Novelty Iron Works building). BACKGROUND In 2009, the City Council adopted the Historic Millwork District Master Plan which establishes a vision for the redevelopment of the District. Part of that plan calls for rehabilitation of the historic industrial buildings into a mixed use development. The Novelty Iron Works building, located at 333 E. 10th St is a 19th century manufacturing structure which originally housed the Novelty Iron Works and later became home to the CARADCO successor, Eagle Window and Door. It is a 260,000 square foot structure, five stories on one side and three stories on the other, plus a basement. The building will be rehabilitated in two phases. The proposed Development Agreement addresses phase one of the building rehabilitation. DISCUSSION Phase one of the project will include the construction of 76 apartments and about 34,000 square feet of commercial space. Everything above the first floor will be apartments. Most of the apartments will be two - bedrooms, some one - bedroom, a few efficiencies and several three - bedroom units. First floor will be commercial, as will parts of the basement, which will also include storage and parking. The building's apartments will be 100% market rate, no income qualified or rent capped units. It will be a smart building where tenants are able to monitor electrical consumption, appliances will all be energy star rated and the HVAC system will be state of the art. In June 2010, the City Council approved a Memorandum of Understanding (MOU) with the Developer indicating the City's interest and commitment to rehabilitating the Novelty Iron Works building. Putting together the total financing package for this project has taken longer than originally anticipated. The project had received a commitment for Federal and State Historic Tax Credits. The local Developer, Bob Johnson, has also assembled an investment group to provide equity in the project. In April of 2013, the project received an allocation of $18 million in New Market Tax Credits from Iowa Business Growth. The actual benefit to the project is expected to be about 20% to 25% of the credit. In May 2013, the City Council agreed to sponsor an application to the State of Iowa for up to $500,000 of Brownfield tax credits. This application is pending. The project will also require local incentives to fill the financing gaps. Attached is the proposed Development Agreement which identifies the obligations of the Development Group and commits to the local incentives. The major elements of the Development Agreement are as follows: 1. The project will create 76 market rate resident units and 34,000 sq. ft. of commercial space with an investment of $27 million to be completed no later than December 30, 2014. 2. The City will create up to 120 parking spaces within 600 feet of the building phased in over 150 days after the completion of the project. The City Council previously agreed to this as part of the purchase agreement of the Alamo site. This purchased property currently has a temporary parking lot and will also be the site of the future Intermodal parking facility. 3. The City will waive the remainder of the voluntary assessment for street construction in the amount of $496,360.16 upon completion of the project. The City Council previously agreed to this waiver if the property owner made a major investment in rehabilitating this property. 4. Downtown Housing Incentives of up to $760,000, based on a grant of up to $10,000 per new residential unit. The guidelines for this program indicate the cap for funding is "generally" $750,000 for 75 units, however due to the fact that this project is in the Millwork District, staff is recommending allowing an incentive for one extra residential unit. 5. A 15 year TIF (property tax) rebate. Although the City Council revised our downtown housing incentive program to a 10 year TIF rebate, the negotiations for this project started over 3 years ago when the rebate was 15 years. The MOU approved by the Council in June of 2010 provided for a 15 year rebate. Although the Developer did not meet the timelines stated in that MOU, staff is recommending the 15 year rebate because it is needed to fill the financial gap on this project. In addition, this project is a market rate housing project in the Historic Millwork District, which are both high priorities of the City Council. 6. Planning and Design Grant of up to $10,000. 7. Facade grant of up to $10,000. 8. Financial Consultant Grant of up to $15,000. Other details of the project are included in the attached Development Agreement. It should be noted that all of the City's financial commitments are made after the project has been completed. RECOMMENDATION /ACTION STEP Based on the critical need for downtown housing and the City's goal to assist in redeveloping the Millwork District, I recommend the City Council adopt the attached resolution to set a public hearing for June 17, 2013 on the attached Development Agreement with Warehouse Trust LLC. F: \USERS \Econ Dev \1079 Elm Street Novelty Iron \Development Agreement \20130529 Warehouse Trust Memo PH.doc special financing activ of the Code of Iowa, adopted this 3rd day of ides described rin the and to enter into the June, 2013. Greater Downtown Ur- Development Agree- Roy D. Buoi, Mayor ban Renewal District, ment relating thereto Attest: Kevin Firnstahl, consisting of the fund- for the purpose of car- City Clerk ing of'economic devel- rying out the rehabili- It 6/7 opments grants to tation of property , lo- Warehouse Trust LLC cated at'333 E 10th pursuant to the Devel- Street as hereinafter opment Agreement un- described; and der the terms and con- Whereas, before said ditions of said West obligations may be iap- ilth Street Urban Revi- proved, Chapter 403 of talization District Plan. the Code of Iowa' re- It is expected that the quires that the city aggregate amount of Clerk publish a notice the Tax Increment Rev- of the proposal and of enue obligations is ap- 'the time and place of proximately $2,770,000 'the meeting at which over a 15 year period. the City' Council pro - At the meeting, the poses to take action City Council will re- 'thereon and at which ceivef oral and written : meeting the City Coun comments from any cil shall r receive oral resident or property and /or written objet owner of said City to bons from any resident the above action. Writ- i or property owner of ten comments regard- said City to such pro - ing the above public posed action. hearing may be sub- NOW THEREFORE, BE mitted to the City IT RESOLVED BY !,THE Clerk's Office on or be- CITY COUNCIL OFTHE fore said time of public CITY OF' DUBUQUE, IO- hearing. WA: Copies of supporting Section 1. The City documents for the pub- Clerk is hereby author - lic hearings are on file ; zed and directed to in the City Clerk's Of- , cause this Resolution five, 50 W. 13th Street, and a notice to be pub - and may be viewed fished as prescribed by during normal working Iowa Code Section hours. 4039 of a public hear - Any visual or' hearing- ' ing on the City's intent impaired persons authorize Urban Re needing special assis- newal Tax Increment tance or persons with Revenue obligations, to special accessibility be held on the 17th day needs should contact of June; 2013, at 6 :30 the City Clerk's office o'clock p.m. in the City at (563) 589 -4120 or Council Chambers at TDD at (563)'!690 -6678 the Historic Federal at least 48 hours prior Building, 350 W. 6th St., to the meeting. Dubuque, Iowa. Published by order of Section 2. The City the City Council given' Council will meet at th 3rd dey of June said time and place for rban Re- on e , 2013. thepurposeertakiug Kevin S. Firnstahl„ action on the matter of City Clerk authonzmg U 617 newal Tax Increment RESOLUTION Revenue obligations NO. 167 -33 and the execution of FIXING THE DATE the Development FOR A PUBLIC HEAR Agreement relating LNG OF THE CITY thereto with :Ware - Trust LLC, the DUBUQUE proceeds of ons will activ- COUNCIL OF THE house which obli CITY OF IOWA ON THE PRO gate be used to POSED ISSUANCE OF carry out certain of the URBAN RENEWAL special financing TAX INCREMENT ities described in the REVENUE OBLIGA- Greater Bowntown Ur- TIONS AND THE EXE- ban Renewal District, CU`FION OF A DEVEL- consisting of the fund - OPMENT AGREE- ing of economic devel MENT RELATING opments grants to THERETO i WITH Warehouse Trust LLC WAREHOUSE TRUST pursuant to the' Devel LLC, ANA PROVIDING opment Agreement un- FOR THE PUBLICA- der the terms and con OF NOTICE ditions of said West THEREOF 11th Street Urban Rev. Whereas, City and talization District Plan. Warehouse Trust LLC it is expected that the CITY have entered into a De- aggregate amount of Warehouse ent Agreement, the Tax Increment Rev - subject to the approval enue obligations is ap- NOTICE IS HEREBY of the City Council, a proximately $2,770,000 GIVEN that the City copy of which is now over a 15 year period. Council will hold a pub- on file at the Office of Section 3. The Clerk is lit hearing at 6 :30 p.m., the City Clerk, City hereby directed to on the_ 17th day of Hall, 13th and Central cause` at least one pub b g1 0n t' tobemadeofa toric Federal Building wa; and notice of saitl mee ing, Council Chambers Whereas, the City in a newspaper, print - age, publish t once week - aving general n in said City, OF DUBUQUE, OFFICIAL N9OWA OTICE June, 2013, in the His- Avenue, Du uque, o- Ica ion t (second floor), 350 Council has tentatively ed wholly in the Eng West 6th Street,. Dubu- .determined that it hsh lan0u que, Iowa, for the pur- would be in the best in- ed at`leas p taking action terests of the City to ly, and h f au approve the Develop- circulatio b R ment Agreement, with said publication to be Warehouse Trust LLC; not less than four days g ore than twenty Whereas it is deemed y ose of on the matter o thorizing Ur an e newal Tax Increment Revenue obligations and the execution of the Development Agreement relating thereto ` with Ware- house Trust LLC, the proceeds of which obli- gations;will be used to u ce ain of the carry o t rt and nor m days 'before the date of necessary and advisa- said meeting on the is ble that City should au- suanee of said obliga- thorize Urban Renewal tions Tax Increment Reve- Passed, approved and nue obligations, as pro- vided by Chapter 403 STATE OF IOWA DUBUQUE COUNTY {SS: CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald,a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: June 07, 2013, and for which the charge is $71.03. Subscribed to before me Notary Public in and for Dubuque County, Iowa, this A day of WL ,20/ Notary Public in and for Dubuque County, Iowa. MARY K. WESTERMEYER C Commleslcn Plumber 154885 iJ Prepared by /Return to: David Heiar. 50 W. 131h Street, Dubuque IA 52001, 563 589 -4393 RESOLUTION NO. 167 -13 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 WAREHOUSE TRUST LLC, AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF Whereas, City and Warehouse Trust LLC 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, 13th 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 Warehouse Trust LLC; 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 the rehabilitation of property located at 333 E 10th Street 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 17th day of June, 2013, 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 Warehouse Trust LLC, the proceeds of which obligations will be used to carry out certain of the special financing activities described in the Greater Downtown Urban Renewal District, consisting of the funding of economic developments grants to Warehouse Trust LLC pursuant to the Development Agreement under the terms and conditions of said West 11th Street Urban Revitalization District Plan. It is expected that the aggregate amount of the Tax Increment Revenue obligations is approximately $2,770,000 over a 15 year period. 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 less than four days nor more than twenty days before the date of said meeting on the issuance of said obligations. Passed, approved and adopted this 3rd day of June, 2013. Roy D. 7iol, Mayor Attest: ` Kevin erns ahl, City clerk F: \USERS \Econ Dev \1079 Elm Street Novelty Iron \Development Agreement\20130524 Warehouse Trust Resolution setting Public Hearing.doc DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND WAREHOUSE TRUST, LLC THIS DEVELOPMENT AGREEMENT (the Agreement) dated for reference purposes the day of 2013 is made and entered into by and between the City of Dubuque, Iowa (City), and Warehouse Trust, LLC (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): Lot 1 City Center Place #2 in the City of Dubuque, Iowa ; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 393 -09 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer has undertaken the redevelopment of a vacant building located on the Property and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make an additional capital investment in building improvements, equipment, furniture and fixtures in the Property (Project); and WHEREAS, the Property is historically significant and it is in 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 May 2, 2011, 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: Warehouse Trust DA 053013ba1 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) 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. (3) 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. (4) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date which representations and warranties shall continue and survive the Closing Date. 1.2 Representations and Warranties of Developer. The Developer makes the following representations and warranties: (1) Developer is a limited liability company duly organized and validly existing under the laws of the State of Iowa, and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by 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' 2 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 or any member of Developer in any court or before any arbitrator or before or by any governmental body, including but not limited to tax proceedings, audits, or foreclosure proceedings. (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 2nd day of September 2013, or such other date as the parties shall agree upon in writing but in no event shall the Closing Date be later than the 30th day of December, 2013. 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. In addition to the other conditions described in Sections 2 and 3 hereof, the closing of the transaction contemplated by this Agreement and all the obligations of Developer and City under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: 3 (1) The representations and warranties made by City in Section 1.1 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to 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 all other owners of property to be specially benefitted by City Improvements described in Section 3.1, as determined by City, shall have executed the Petition and Waiver Agreement in the form attached hereto as Exhibit F. (7) City approval of construction plans described in Section 2.2. (8) If New Market Tax Credits are utilized as a funding source in this project, Developer shall provide City with a copy of the Community Benefit Agreement associated with such credits. 1.5 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. SECTION 2. DEVELOPMENT ACTIVITIES. 2.1 Required Minimum Improvements. (1) Residential Units. Developer shall improve the Property by creating not less than seventy -six (76) apartments for market -rate rental, as shown on attached 4 Exhibit L, which apartments may not be financed with low income tax credits — LITC.; and (2) Retail Space. Developer shall create not less than thirty -four thousand (34,000) square feet of retail space. (3) The Residential Units and the Retail Space is referred to collectively herein as the Minimum Improvements and shall be a capital investment of approximately Twenty Seven Million Dollars ($27,000,000.00). 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 December 30, 2013. 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. (1) Developer hereby agrees that construction of the Phase I Minimum Improvements on the Property shall be commenced within thirty (30) days after the Closing Date, and shall be substantially completed by December 30, 2014. (2) The time frame 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 the form attached hereto as Exhibit E and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement. 2.5 Construction by Affiliate. For purposes of constructing the Minimum Improvements, 5 Developer may form one or more intermediary entities for the purpose of consummating a new market tax credit transaction and /or obtaining historic tax credits in connection with the construction of the Minimum Improvements (Tax Credit Transaction), and may transfer the Property to such entity, so long as the Developer retains effective control of any such entity and the constituent documents executed to establish such entity and all terms of any such transfer of the Property and the Tax Credit Transaction are consented to in writing by the City Manager in advance thereof, which consent shall be subject to the City Manager's sole discretion. Without limiting the foregoing, the City Manager's consent may be conditioned, among other things, upon receipt by the City of a representation from both the Developer and the intermediary entity that any and all mortgages held by the City shall be senior to or on a parity with any mortgages on the Property being granted to other parties in connection with the Tax Credit Financing. The Developer shall remain fully responsible for all of its obligations under this Agreement, notwithstanding any transfer of the Property to such an intermediary entity and the assumption of any of the Developer's obligations hereunder. SECTION 3. CITY PARTICIPATION 3.1. Parking. 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 Agreement, City hereby agrees to design, bid and construct, or engage a qualified contractor to construct, parking improvements for up to 120 parking spaces on property controlled by City not more than 600 feet from Developer's building locally known as the Novelty Iron Works Building (the Iron Works Building) to be rented to Developer at an annual rental established by the City Council (the Iron Works Parking Spaces). The Iron Works Parking Spaces shall be rented to and paid for by Developer as follows: (1) At least 20 spaces within thirty (30) days after the issuance of a Certificate of Occupancy for the Iron Works Building; and (2) At least 20 additional spaces within 60 days after the issuance of a Certificate of Occupancy for the Iron Works Building; and (3) At least 20 additional spaces within 90 days after the issuance of a Certificate of Occupancy for the Iron Works Building; and (4) The balance of the parking spaces within 150 days after the issuance of a Certificate of Occupancy for the Iron Works Building. Developer may sublet the Iron Works Parking Spaces to third parties provided that the subtenant is a tenant or owner residing within the Historic Millwork District PUD boundary. 3.2. Voluntary Assessment. A Petition and Waiver Agreement was signed by Developer on August 6, 2010, agreeing to a voluntary assessment for street and streetscape improvements for the following amounts: 6 Private Street Donation Assessment Private Sanitary Sewer Assessment Private Water Service Assessment Total Assessment $496,360.16 $2,500.00 $15,000.00 $513,860.16 The Private Street Donation Assessment shall be forgiven entirely if the Minimum Improvements for Phase I are completed in accordance with this Agreement as determined by City in its sole discretion. 3.3. Semi - annual Economic Development Grants. For, and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining in compliance with the terms of this Agreement, to make thirty (30) consecutive semi - annual payments on the following dates (such payments being referred to collectively as the Economic Development Grants) to Developer: 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 November 1, 2028 November 1, 2029 November 1, 2030 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 May 1, 2029 May 1, 2030 May 1, 2031 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a portion of the tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six -month period in respect of the Minimum Improvements constructed by Developer (the Developer Tax Increments). For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Developer Tax Increments shall be only those tax increment revenues collected by City in respect of the increase in the assessed value of the Property above the assessment of January 1, 2012 ($715,500) for the entire building. The minimum improvements referred to in this agreement represent about 60% of the entire building. 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- 7 approved physical plant and equipment levy and instructional support 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, 2012 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. (1) To fund the Economic Development Grants, City shall certify to the County prior to December 1, 2015, 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 June 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, 2015, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2016, and May 1, 2017.) (2) 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 Novelty Iron Works 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 Novelty Iron Works TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.3(2) hereof. The Economic Development Grants shall not be payable in any manner by other tax increments revenues, or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the Novelty Iron Works TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Developer as and to the extent described in this Section. (3) 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 3.3(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. (4) Non - appropriation /Limited Source of Funding. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any 8 installment of the Economic Development Grant shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit under the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non - appropriation by the City Council as provided in this Section 3.3(4). City may exercise its right of non - appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non - appropriation shall be exercised only by resolution affirmatively declaring City's election to non - appropriate funds otherwise required to be paid to Developer in the next fiscal year under this Agreement. (a) In the event the City Council elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the installments on the Economic Development Grant due and payable in that fiscal year, then: i) City shall have no further obligation to Developer for the payment of all installments due in the next fiscal year which cannot be paid with the funds then appropriated for that purpose; and, ii) Developer shall be released from all further obligations under this Agreement during that same fiscal year. (b) Each installment of the Economic Development Grant shall be paid by City solely from funds appropriated for that purpose by the City Council from taxes levied on the Property that are allocated to the special fund pursuant to Iowa Code (2013) §403.19(2). (c) The right of non - appropriation reserved to City in this Section 3.3(4) is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to pay future installments on the Economic Development Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. 3.4. Downtown Housing Incentive. (1) City agrees to provide to Developer on the terms and conditions set forth in the Downtown Housing Incentive Program attached hereto as exhibit H herein a grant in the amount of Seven Hundred Sixty Thousand Dollars ($760,000.00) (the Housing Grant) which shall consist of Incentive Program funds based on $10,000 per each new residential unit created. (2) Grant funds will not be disbursed to Developer until City has issued a Certificate of Occupancy for the Project. The Grant shall be paid in Ten Thousand Dollar ($10,000.00) payments for each apartment that receives a Certificate of Occupancy up to a maximum of 76 apartments.. 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 Downtown Housing Assistance application. 3.5. Planning and Design Grant. City agrees to provide a matching (1:1) grant not to exceed ten thousand dollars ($10,000) to reimburse Developer for documented predevelopment costs, architectural and engineering fees and other authorized soft costs associated with the rehabilitation of the Property on the terms and conditions set forth in Exhibit I. Prior to the release of any grant funds, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.6. Facade Grant. City agrees to provide a matching (1:1) grant not to exceed ten thousand dollars ($10,000) to reimburse Developer for documented costs for front or rear facade renovations to the Property to eliminate inappropriate additions or alterations and to 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, and the costs of landscaping or screening with fencing or retaining walls if such landscaping or screening improves the Property adjacent to the public right -of -way, on the terms and conditions set forth in Exhibit J. 3.7. Financial Consultant Grant. City agrees to provide a grant not to exceed fifteen thousand dollars ($15,000) to reimburse Developer for documented costs related to hiring a financial consultant to evaluate the Project's feasibility on the terms and conditions are further set forth in Exhibit K. Such funds will be disbursed only on completion of the Minimum Improvements, documentation of costs and an inspection of the completed Project at a rate of $.50 for each $1.00 of costs incurred. 3.8. Written requests for payment of grant funds must be submitted to the Economic Development Department together with all required documentation. SECTION 4. COVENANTS OF DEVELOPER 4.1 The Minimum improvements shall conform in all respects to the U.S. Secretary of the Interior's Standards for Rehabilitation. 10 4.2 [Intentionally left Blank] 4.3 Books and Records. During the term of this Agreement, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 4.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 4.6 Insurance Requirements. (1) At all times during 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. (2) 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 11 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. 4.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 4.8 Non - Discrimination. In carrying out the Project, Developer shall not discriminate against any employee or applicant for employment or tenant of the minimum improvements because of race, religion, color, sex, sexual orientation, gender identity, national origin, age or disability. 4.9 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the project during his or her tenure, or who is in a position to participate in a decision - making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 4.10 Non - Transferability. Except as provided in Section 2.5, 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 to be granted on City's sole discretion. Thereafter, Developer shall have the right to assign this Agreement with the prior written consent of the City, which shall not be unreasonably withheld, and upon assumption of the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 4.11 No change in Tax Classification. Developer will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than multi - residential or commercial property or to be taxed as such under Iowa law. 4.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property or any part thereof that they, and their respective successors and assigns, shall: 12 (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 market rate 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 that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer. SECTION 5. EVENTS OF DEFAULT AND REMEDIES 5.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement (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) The holder of any Mortgage on the Development Property owned by Developer, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default by Developer under the applicable Mortgage documents. 13 (6) The Developer: (7) (a) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or (b) makes an assignment for the benefit of its creditors; or (c) admits in writing its inability to pay its debts generally as they become due; or (d) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer as a bankrupt or its reorganization under any present or future bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the Developer or part thereof, shall be appointed in any proceedings brought against the Developer and shall not be discharged within ninety (90) days after such appointment, or if the Developer shall consent to or acquiesce in such appointment. Defaults by Developer under other project related agreements. 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) City may cancel and rescind this Agreement; (3) City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of all prior Economic Development Grants 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 14 (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 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: Warehouse Trust, LLC c/o Robert I. Johnson 1079 Elm Street 15 With copy to: If to City: With copy to: Dubuque, IA 52001 Drake Law Firm, P.C. Flint Drake 2254 Flint Hill Dr Dubuque, IA 52003 City Manager 50 W. 13th Street Dubuque, lowa 52001 Phone: (563) 589 -4110 Fax: (563) 589 -4149 City Attorney City Hall 50 W. 13th Street Dubuque IA 52001 Or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 6.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City and Developer and their respective successors and assigns. 6.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on July 1, 2026 (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. 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. 16 CITY OF DUBUQUE, IOWA WAREHOUSE TRUST, LLC By By Roy D. Buol, Mayor Attest: Kevin S. Firnstahl City Clerk (City Seal) STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of 20_, before me the undersigned, a Notary Public in and for the said County and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS Notary Public On this 30 day of j%Zi 206', before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Robert Johnson, to me personally known, who, being by me duly sworn, did say that he is Manager of Warehouse Trust LLC. the limited liability company executing the instrument to which this is attached and that as 17 said Manager of Warehouse Trust LLC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. CHRISTINA L. KELLEY Commission Numb r 77.465 My Comm. Exp. 18 Notary Public 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 Certificate of Completion EXHIBIT F Petition and Waiver Agreement EXHIBIT G [Intentionally Left Blank] EXHIBIT H Downtown Housing Incentive Program EXHIBIT I Planning and Design Grant Program EXHIBIT J Facade Grant Program EXHIBIT K Financial Consultant Grant Program EXHIBIT L Site Plan 19 EXHIBIT A CITY ATTORNEY CERTIFICATE 20 Bany A. Lindahl, Esq. City Attorney Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001 -6944 (563) 583-4113 office (563) 583 -1040 fax balesq@cityofclubuque.org Dubuque All-Ainedca City 11111, 2007 (DATE) THE CITY OF DUB Masterpiece on the Mississippi RE: Development Agreement between and the City of Dubuque, Iowa Dear I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_ The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20_, are correct. BAL:tls 21 Very sincerely, Barry A. Lindahl, Esq. City Attorney EXHIBIT B OPINION OF DEVELOPER COUNSEL 22 Mayor and City Councilmembers City Hall 1 3tn and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa (City) dated for reference purposes the day of 20 . We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a limited liability company organized and existing under the laws of the State of and has full power and authority to execute, deliver and perform in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the articles of incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. There are no actions, suits or proceedings pending or threatened against or affecting Developer or any member of Developer in any court or before any arbitrator or before or by any governmental body, including but not limited to tax proceedings, audits, or foreclosure proceedings. Very truly yours, 23 EXHIBIT C CITY CERTIFICATE 24 THE CITY OF Dui Masterpiece on the Mississippi Dear Dubuque highl 11111! 2012 (DATE) City Manager's Office City Hall 50 West 13th Street Dubuque, Iowa 52001 -4864 (563) 589 -4110 office (563) 589 -4149 fax cty mgr@cityofdubuque. org I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_ On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking. (2) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (3) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. (4) City has good and marketable fee simple title interest in the Property. (5) The Property has a permanent right of ingress or egress to a public roadway for the use and enjoyment of the Property. Warehouse Trust DA 053013bal (6) There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice. The Property is in material compliance with all applicable zoning, fire, building, and health statutes, ordinances, and regulations. The Property is currently zoned PUD and Developer's intended use of the Property as a corporate office /industrial facility is a permitted use in such zoning classification. (7) Payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property. (8) The Property will, as of the Closing Date, be free and clear of all liens, security interests, and encumbrances. (9) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject. (10) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and has full power and authority to execute, deliver and perform its obligations under this Agreement. 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 C. (11) The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property that shall in any way be binding upon the Property. (12) City represents and warrants that any fees or other compensation which may be owed to a broker engaged directly or indirectly by City in connection with the purchase and sale contemplated in this Agreement are the sole responsibility and obligation of City and that City will indemnify Developer and hold Developer harmless from any and all claims asserted by any broker engaged directly or indirectly by City for any fees or other compensation related to the subject matter of this Agreement. 26 (13) City shall exercise its best efforts to assist with Developer in the development process. (14) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (15) With respect to the period during which City has owned or occupied the Property, and to City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws. (16) All city utilities necessary for the development and use of the Property as an industrial manufacturing facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees. (17) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. MCVM:jh 27 Sincerely, Michael C. Van Milligen City Manager EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 20130529 Warehouse Trust DA.doc031213bal Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113 A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Warehouse Trust, LLC. was made regarding the following described premises: Lot 1 City Center Place #2 in the City of Dubuque, Iowa The Development Agreement is dated for reference purposes the day of 2013, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of 2013. CITY OF DUBUQUE, IOWA WAREHOUSE TRUST, LLC. By By Roy D. Buol Mayor Attest: Kevin S. Firnstahl City Clerk 29 Robert Johnson, Manager STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of 20 before me the undersigned, a Notary Public in and for the said County and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. Notary Public STATE OF IOWA 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 Robert Johnson, to me personally known, who, being by me duly sworn, did say that he is Manager of Warehouse Trust LLC. the limited liability company executing the instrument to which this is attached and that as said Manager of Warehouse Trust LLC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. Notary Public 30 EXHIBIT E CERTIFICATE OF COMPLETION 31 Prepared By: David J. Heiar 50 West 13th Street Dubuque, IA 52001 563 - 589 -4393 Return to: David J. Heiar 50 West 13th Street Dubuque, IA 52001 563 - 589 -4393 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Grantor "), has granted incentives to Warehouse Trust, LLC (the "Grantee "), in accordance with a Development Agreement dated as of [Date] (the "Agreement "), and as amended by the First amendment to Development Agreement, by and among the Grantor, and the Grantee (collectively, the "Agreement "), certain real property located within the Greater Downtown Urban Renewal District of the Grantor and as more particularly described as follows: Lot 1 City Center Place #2 in the City of Dubuque, Iowa (the "Development Property "); and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the rehabilitation of the Development Property, and obligated the Grantee to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, the Grantee has to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; and NOW, THEREFORE, pursuant to Section 2.4 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Grantee, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Grantee to the satisfaction of the Grantor and such covenants and conditions are hereby satisfied. The Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfaction of the covenants and conditions as set forth in said Agreement, and that the Agreement shall otherwise remain in full force and effect. 32 (SEAL) CITY OF DUBUQUE, IOWA By: Mike Van Milligen, City Manager STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) On this _day of 2013, before me, the undersigned, a notary public in and for the State of Iowa, personally appeared and acknowledged the execution of the instrument to be his /her voluntary act and deed. Notary Public in and for Dubuque County, Iowa 33 34 EXHIBIT F PETITION AND WAIVER AGREEMENT 35 I1IIIIIIIIIIIIIIIIIIII 1 lIlll IIIIIIIIIIIIIIIIIIIIIIIO Doc ID 006859210009 Type GEN Kind AGREEMENT Recorded, 09/15/2010 at 03:49 22 PM Fee Amt: $49.00 Page 1 of 9 Dubuque County Iowa Kathy Flynn Thurlow Recorder F11e2010_00013756 Prepared by: David J. Heiar, ED Director, 50 West 13th Street, Dubuque, IA 52001 563 - 589 -4393 Return to: Jeanne Schneider, City Clerk, 50 West 13th 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 Mid America Holdings, LLC. (Owner). WITNESSETH: WHEREAS, Owner owns the following property: Lot 1 City Center Place #2 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 1 lth 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). For the purpose of this Agreement, City may elect to enter into contracts for the 20130529 Warehouse Trust DA.doc031213bal construction of the Improvements as a part of any contract for a public improvement project entered into prior to the receipt of this instrument as authorized by Section 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 $496,360.16 $0.00 $2,500.00 $15,000.00 $513,860.16 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, among other things, Owner to construct certain Minimum Improvements (as defined in 37 the Development 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 otherwise in default under the Development Agreement, as determined by City in its 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 (Lienholders), who by execution of this Agreement consent to the subordination of their liens to the special assessment liens herein described. Owner further agrees to subordinate the sale of any part of the Property to the terms of this Agreement, and, upon failure to do so, to pay the full amount of the assessment on demand. Each Lienholder designated below, by execution of this Agreement, agrees and consents that its lien or liens 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 By: , 2010. CITY OF UBUQUE, IOWA Roy D. B4ol, Mayor anne F. Schneider, City Clerk, CMC 38 SIGNATURE PAGE TO PETITION & WAIVER AGREEMENT Owner: Mid America Holdings, LLC Legal description of property to be assessed (the Property): Lot 1 City Center Place #2 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. MID AMERICA HOLDINGS, LLC By Its: \'Yep ✓t. WITNESS: Date: , 2010 LIENHOLDER: By: Printed Name: Its: Company: WITNESS: 39 State of Iowa ) ss: County of Dubuque ) On this 6th day of August, 2010, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Robert Johnson and acknowledged the execution of the instrument to be his /her voluntary act and deed. 40 otary Public in d for s State BRENDA FUGLSANG z Commission Number 745861 My Comm. Exp. MAR 19, 2013 State of Iowa ) ss: County of Dubuque ) On this 7th day of September, 2010, before me, the undersigned, a Notary Public in and for the State of Iowa, NCIbUI !oily 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. Notary blic in and 41 KEVIN S. FIRNSTAHL COMMISSION NO.745295 MY Crity, EXPIRES EXHIBIT H DOWNTOWN HOUSING INCENTIVE PROGRAM 20130529 Warehouse Trust DA.doc031213bal Economic Development Department City Hall — Second Floor 50 West 13th Street Dubuque, Iowa 52001- 4864 (563) 589 -4393 Office (563) 589 -1733 Fax (563) 589 -6678 TDD DOWNTOWN HOUSING INCENTIVE PROGRAM David J. Heiar Economic Development Director dhe iar @cityofd ubuq ue. orq October 30, 2012 Phil Wagner Asst. Economic Development Director pwaaner @cityofdubuque.orq 50 West 13th Street Dubuque, IA 52001 563- 589 -4393 Protects eligible to receive assistance from this established pool of funds must meet the following requirements: • The project must assist in the creation of new market -rate downtown rental and/or owner - occupied residential units within the Greater Downtown Urban Renewal District. • The project must be the rehabilitation of an existing structure. • Within the Washington Neighborhood, rental units must be located above a commercial component on the first floor of the building unless the project is rehabilitating or reusing a former church or school building. • Exterior alterations are subject to design review and approval. The Historic District Guidelines shall apply to projects located in Historic Preservation District. The Downtown Design Guidelines shall apply to all other project locations. Projects which conform to the applicable guidelines may be reviewed and approved by the City Planner. Projects that do not strictly conform to the applicable guidelines will be forwarded to the Historic Preservation Commission (HPC) for consideration. New construction or substantial rehabilitation projects may also be considered by the HPC. The process for review is at the discretion of the City Planner. Guidelines can be viewed and downloaded at http: //www.cityofdubuque.ora /design guidelines. • Any signs on the property that do not comply with City zoning regulations and design guidelines must be included in the design review and improved to comply with applicable City Codes. Submittal must include the design materials and colors that will be used on the sign face, how the sign will be displayed, and any lighting proposed. • Include detailed drawing of the proposed project. The plans should include dimensions and architectural details and label materials. Plans prepared by a design professional (e.g. architect or draftsperson) are strongly recommended. Applications without detailed drawings will not be considered complete and will not be accepted by the City. 43 • Deviation from an approved project plan may disqualify the project from the program • Preference will be given to projects that also utilize Federal and /or State Historic Tax Credits. • No more than $10,000 in assistance will be considered per residential unit. • In general, no more than $750,000 will be provided to a single project. • No developer fee will be permitted until all city assistance is paid or satisfied in full. • The City will disperse awarded funds for the benefit of the project once the project is completed and a Certificate of Occupancy has been given for the housing units. • Each approved project will also be eligible to receive site - specific Tax Increment Financing (TIF) for up to a 10 year period, depending on the project type and scope. • A minimum of 2 new housing units must be created in the project. • Units smaller than 650 square feet will not be eligible for this project, unless the project meets the guidelines for Federal or State Historic Tax Credits and is a self- contained unit with a private bathroom and kitchen facility. • No residential units will be allowed to have a restriction of less than 80% of the median income. • No more than 65% of the units of any project can have a restriction of 80% of the median income. • A project that is funded by Low Income Tax Credits (LITC) is not eligible. • The owner(s) of the property must certify that all other property in the City of Dubuque in which the owner(s) has any interest, complies with all applicable City of Dubuque ordinances and regulations, including, but not limited to, housing, building, zoning, fire, health, and vacant and abandoned building regulations. 44 EXHIBIT I PLANNING AND DESIGN GRANT PROGRAM 45 PLANNING AND DESIGN GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring architects, engineers or other professional services used prior to construction. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) per building may be awarded by the City to offset the actual pre - development costs. (Example: $8,500 in eligible project costs would receive $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for architectural and engineering fees, feasibility studies, environmental assessments or other related soft costs. • Reimbursable expenditures must be documented. • Owner / developer fees are not permitted as reimbursable expenditures. • The grant shall not exceed ten percent (10 %) of total project costs. • Grants will be dispersed upon completion of the project at a rate of $0.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff and approved by the City Manager. 3. Funding will be dispersed upon staff review of documented expenditures and inspection of a completed project. 46 EXHIBIT J FAQADE GRANT PROGRAM 47 FACADE GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for front or rear fagade renovation to restore the fagade to its historic appearance, or improve the overall appearance. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) shall be awarded by the City to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for labor and material costs associated with fagade improvements, including, but not limited to rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right -of -way. • In order to receive reimbursement for repointing, a mortar analysis sample may be requested for each fagade that will be repointed. The applicant must adhere to the results of that analysis in their rehabilitation work as part of their approved project plan. The City may request verification that the new mortar matches the results of the mortar analysis. • Language from the National Park Service Technical Preservation Services Briefs may be attached as a condition for a building permit if the applicant chooses to perform repointing on the project. • Reimbursable expenditures must be documented. • Grants will be dispersed upon completion of work at a rate of $.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff and approved by the City Manager 3. Funding will be dispersed upon staff review of documented expenditures and inspection of a completed project. 48 EXHIBIT K FINANCIAL CONSULTANT GRANT PROGRAM 49 FINANCIAL CONSULTANT GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for hiring a financial consultant to analyze the feasibility of projects. Amount of Grant: 1:1 matching grant not to exceed fifteen thousand dollars ($15,000) shall be awarded to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $30,000 or greater eligible costs would receive the maximum $15,000 grant.) Grant Specific Conditions: • Reimbursement is for fees associated with hiring a professional financial consultant. • Reimbursable expenditures must be documented. • The grant shall not exceed ten percent (10 %) of total project costs. • The rehabilitation project must be completed for the Financial Consultant Grant to be funded. • Grants will be dispersed upon completion of work at a rate of $.50 for each $1.00 of qualified costs. Approval Process: 1. Design review by the City Planning Department or the Historical Preservation Commission is required for exterior work on the project. 2. Grant applications will be reviewed by City staff and approved by the City Manager. 3. Funding will be dispersed upon staff review of documented expenditures and inspection of a completed project. 50 EXHIBIT L SITE PLAN 51 1 ,,jj,1! 1 1 i t 1 0 V321V A8 311S 31803H3S OVERALL SITE PLAN 1 1 _ M=715■ VAMP I'M ir-yzeza■ PM-ARM - ®iER© z!:■ .am 71.1SS44aE4A41Nttioi SUMERS 4C.£SSYIRCOIVARtS PHASE I. 1A - SECTION 17 1B - SECTIONS 20 -21 03- 15-13 - 1C - FLOORS 4 -5 1001-13 1D - PARKING LOT 52 PHASE 11 ; U 1 i 4 2A -PHASE II I- 06 •-1 •14 STORAGE 06- 'I4 -14 il:U5N2777...r4r; :a. --- 5wA CODE PLANS AND INFORMATION MOMMORS UNABMWM49*!,,, V3e1V A8 9NIO1If18 311103HOS PHASE I 1A - SECTION 1 i■miCI-01-13 18 - SECTIONS 20-21 12-01.13 1C - FLOORS 4-5 1D - PARKING LOT 53 03-01-14 06-14-14 PHASE II 2A - PHASE II I STORAGE 06-14-14