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Weaver Castle, LLC Development Agreement for 346-348 W. Locust StreetMasterpiece on the Mississippi Dubuque band AI- America City 1 2007 • 2012 • 2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Development Agreement with Weaver Castle, LLC to Redevelop Property at 346 -348 West Locust Street DATE: August 12, 2013 Acting Economic Development Director Phil Wagner recommends the City Council approve a Development Agreement with Weaver Castle, LLC to redevelop the property located at 346 -348 West Locust Street. The Bluff /Locust area has been identified as a pocket neighborhood in need of reinvestment. The City Council expanded the Downtown Urban Renewal District to include this neighborhood in hopes of encouraging reinvestment in this area. The Fiscal Year 2014 budget also included funds to expand traditional downtown incentives to this neighborhood. The City Council previously approved two other development agreements with Gary Stelpflug, Chris Stelpflug, and Danielle Stelpflug (Weaver Castle, LLC) for properties located at 324 -326 West Locust Street and 407 -409 Loras Boulevard. In December of 2011, Lynn Lampe conveyed the property at 346 -348 West Locust Street to the City with the intention that the City would find a developer who is willing to renovate the historic building. In the Development Agreement, City staff proposes that the City convey the building located at 346 -348 West Locust Street to Weaver Castle LLC so long as it completes a historic rehabilitation of the property prior to December 31, 2014, per the terms of the Development Agreement. The Stelpflugs have decided to do historic renovations utilizing federal and state historic tax credits. They have also contracted with Gary Carner, a local contractor who has overseen the rehabilitation of the Franklin (Central Alternative) School project, to take the lead on their restoration project. The Development Agreement requires the redevelopment of the property located at 346 -348 West Locust Street into five (5) apartments. The key elements of the Development Agreement include the following: 1) The City will convey 346 -348 West Locust Street for one dollar ($1.00) to Weaver Castle, LLC. 2) Weaver Castle, LLC must redevelop 346 -348 West Locust Street at a cost of approximately $500,000 by no later than December 31, 2014. 3) The project will receive up to $50,000 in incentives through the Downtown Housing Incentive Program ($10,000 for each residential unit). 4) Facade, Design and Financial Planning grants totaling up to $35,000 will be utilized with this project. Since the property is located in the Jackson Urban Revitalization District and would qualify for property tax abatements for 10 years, no TIF rebate is being proposed for this project. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Phil Wagner, Acting Economic Development Director 2 Masterpiece on the Mississippi Dubuque katil All- America City 1 2007 TO: Michael Van Milligen, City Manager FROM: Phil Wagner, Acting Economic Development Director SUBJECT: Development Agreement with Weaver Castle, LLC to Redevelop Property at 346 -348 West Locust Street DATE: August 7, 2013 INTRODUCTION The City Council set a public hearing for August 19, 2013 on a Development Agreement for the property located at 346 -348 West Locust Street. Following this public hearing the Council can consider a resolution to approve the attached Development Agreement. BACKGROUND The Bluff /Locust area has been identified as a pocket neighborhood in need of reinvestment. The City Council expanded the Downtown Urban Renewal District to include this neighborhood in hopes of encouraging reinvestment in this area. The FY 2014 budget also included funds to expand traditional downtown incentives to this neighborhood. The City Council has previously approved two other development agreements with Gary Stelpflug, Chris Stelpflug, and Danielle Stelpflug (Weaver Castle, LLC) for properties located at 324 -326 West Locust Street and 407 -409 Loras Boulevard, with significant rehabilitation already occurring on the Loras Boulevard property. In December of 2011, Lynn Lampe conveyed the property at 346 -348 West Locust Street to the City with the intention that the City would find a developer who is willing to renovate the historic building. In the attached Development Agreement, City staff proposes that the City convey the building located at 346 -348 West Locust Street to Weaver Castle LLC so long as it completes a historic rehabilitation of the property prior to December 31, 2014 per the terms of the Development Agreement. The Stelpflugs have decided to do historic renovations utilizing federal and state historic tax credits. They have also contracted with Gary Carner, a local contractor who has overseen the rehabilitation of the Franklin (Central Alternative) School project, to take the lead on their restoration project. DISCUSSION The Development Agreement requires the redevelopment of the property located at 346 -348 West Locust Street into five (5) apartments. The key elements of the Development Agreement include the following: 1) The City will convey 346 -348 West Locust Street for one dollar ($1.00) to Weaver Castle, LLC. 2) Weaver Castle, LLC must redevelop 346 -348 West Locust Street at a cost of approximately $500,000 by no later than December 31, 2014. 3) The project will receive up to $50,000 in incentives through the Downtown Housing Incentive Program ($10,000 for each residential unit). 4) Facade, Design and Financial Planning grants totaling up to $35,000 will be utilized with this project. Additional terms and conditions of the disposition of the property are included in the attached Development Agreement. Since the property is located in the Jackson Urban Revitalization District and would qualify for property tax abatements for 10 years, no TIF rebate is being proposed for this project. RECOMMENDATION Because the property is also in an urban renewal district, Iowa law requires a special competitive disposition process to dispose of the property described in the attached Resolution. Competitive proposals were due August 16, 2013 by 10 a.m. At this time, no competing proposals have been received. Therefore, I recommend the approval of a resolution that authorizes the Development Agreement. This action supports the City Council's objectives to redevelop this neighborhood. ACTION STEP The action step for the City Council is to adopt the attached Resolution. F: \USERS \Econ Dev \Weaver Castle LLC \346 -348 W Locust\Development Agreement \20130807 Development agreement memo.docx RESOLUTION NO. 272 -13 APPROVING DISPOSAL OF AN INTEREST IN REAL PROPERTY OWNED BY THE CITY OF DUBUQUE BY SALE THROUGH A DEVELOPMENT AGREEMENT WITH WEAVER CASTLE LLC Whereas, the City of Dubuque, Iowa is the owner of the real property located at 346 -348 West Locust Street (the Property) legally described as follows: Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the Northwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches of Lot 13, in D.N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa (the Real Estate) ; and Whereas, the City of Dubuque, Iowa, is interested in stimulating reinvestment in the Greater Downtown Urban Renewal District; and Whereas, Weaver Castle LLC has proposed a Development Agreement to acquire and rehabilitate the Property to construct five market rate residential units; and Whereas, the City Clerk published a notice as required by law soliciting competitive proposal for the Property; and Whereas, as of 10:00 a.m. on August 16, 2013, the City Clerk received no competitive proposals for the Property; and Whereas, the City Council believes it is in the best interest of the City of Dubuque to approve the Development Agreement proposed by Weaver Castle LLC and the sale of the Property as provided in the Development Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Development Agreement between the City and Weaver Castle LLC, including the sale of the Property as provide therein, is hereby approved. Section 2. The Mayor is authorized and directed to execute said Development Agreement on behalf of the City of Dubuque. Attest: Passed, approved and adopted this 19th day of August, 2013. D. Buol, Mayor Kevin . Firnstahl, City Clerk F: \USERS \Econ Dev \Weaver Castle LLC \346 -348 W Locust \Development Agreement120130819 Resolution approving DA.docx DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND WEAVER CASTLE LLC THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposesthe day of , 2013 is made and entered into by and between the City of Dubuque, Iowa (City), and Weaver Castle LLC (Developer). WHEREAS, City is the owner of the real estate locally known as 346-348W. Locust St. Dubuque, Iowa and legally described as follows (the Property): Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the Northwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches of Lot 13, in D. N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa according to the recorded plats thereof WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 271 -12 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer proposes the redevelopment of the three -story building located on the Property and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make an additional capital investment in building improvements, and fixtures in the Property (the Project); and WHEREAS, the Property is historically significant and it is in the City's best interest to preserve the Property; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on June 3, 2013, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the rehabilitation 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: 051313bal SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER 1.1 Purchase Price. (1) The purchase price for the Property (the Purchase Price) shall be the sum of One Dollar ($1.00) which shall be due and payable by Developer in immediately available funds in favor of City, on August 21, 2013 or such other date as the parties may mutually agree (the Closing Date). (2) In determining the fair value of the Property for uses in accordance with the Urban Renewal Plan, the City has taken into account and given consideration to the uses provided in said Plan, the restrictions upon and the covenants, conditions and obligations assumed by the Developer in this Agreement, and the objectives of the Plan for the prevention of the recurrence of blighted areas within the District. 1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple title in the Property to Developer subject only to easements, restrictions, conditions and covenants of record as of the Closing Date to the extent not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3, below: (1) City, at its sole cost and expense, shall deliver to Developer within no fewer than (14) days and no more than thirty (30) days after the execution of this Agreement, an abstract of title to the Property reflecting merchantable title in City in conformity with this Agreement and applicable state law. The abstract shall be delivered together with full copies of any and all encumbrances and matters of record applicable to the Property, and such abstract shall become the property of Developer when the Purchase Price is paid in full in the aforesaid manner. (2) Developer shall have until the Closing Date to render objections to title, including any easements or other encumbrances not satisfactory to Developer, in writing to City. Developer agrees, however, to review the Abstract promptly following Developer's receipt the Abstract and to promptly provide City with any objections to title identified therein. Nothing herein shall be deemed to limit Developer's rights to raise new title objections with respect to matters revealed in any subsequent title examinations and surveys and which were not identified in the Abstract provided by the City. City shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise Developer of its intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing Date, or any extension thereof consented to by Developer, Developer may, at its sole discretion, either (a) terminate this Agreement without any liability on its part, and any sums previously paid to City by Developer (or paid into escrow for City's benefit) shall be returned to Developer with interest, or (b) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. 2 1.3 Rights of Inspection, Testing and Review. Developer, its counsel, accountants, agents and other representatives, shall have full and continuing access to the Property and all parts thereof, upon reasonable notice to City. Developer and its agents and representatives shall also have the right to enter upon Property at any time after the execution and delivery hereof for any purpose whatsoever, including, but not limited to, inspecting, surveying, engineering, test boring, and performing environmental tests, provided that Developer shall hold City harmless and fully indemnify City against any damage, claim, liability or cause of action arising from or caused by the actions of Developer, its agents, or representatives upon the Property (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the Property), and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. and to make such feasibility studies and analyses as it considers appropriate. 1.4 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 the time of closing confirming the representations contained herein, in the form attached hereto as Exhibit A. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. 3 (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (8) As of the date of this Agreement there has been prepared and approved by City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal Plan for the Greater Downtown Urban Renewal Plan, most recently approved by City Council of City on June 3, 2013, and as subsequently amended through and including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in the form attached hereto, has been recorded among the land records in the office of the Recorder of Dubuque County, Iowa. (9) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, and use of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. (10) City has good and marketable fee simple title interest in the Property. (11) 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 R -4 Multiple - Family Residential (12) 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. (13) The Property will, as of the Closing Date, be free and clear of all liens, security interests, and encumbrances. (14) 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 or Developer. 4 (15) 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. (16) All city utilities necessary for the development and use of the Property for residential use adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees. 1.5 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 this 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' rights generally. Developer's counsel shall issue a legal opinion to City, at the time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. 5 (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, state and federal laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer has firm commitments for permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the requirements of this Agreement and shall provide evidence thereof to City prior to the Closing Date. 1.6 Closing. The closing shall take place on the Closing Date which shall be the 21 st day of August, 2013, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 31st day of October, 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. 1.7 Conditions to Closing. The closing of the transaction contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: (1) The representations and warranties made by City in Section 1.4 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to complete the Minimum Improvements (as defined herein) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of Developer's financial ability as City in its reasonable judgment City requires. (5) Developer's counsel shall issue a legal opinion to City confirming the 6 representations contained herein in the form attached hereto as Exhibit B. (6) Title to the Property shall be in the condition warranted in Section 1.4. (7) Developer, in its sole and absolute discretion, having completed and approved of any inspections done by Developer hereunder. (8) Developer having obtained any and all necessary governmental approvals which might be necessary or desirable in connection with the sale, transfer and development of the Property. Any conditions imposed as a part of the zoning must be satisfactory to Developer, in its sole opinion. City shall cooperate with Developer in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, provided that City shall bear no expense in connection therewith. In connection therewith, the City agrees (a) to review all of Developer's plans and specifications for the project and to either reject or approve the same in a prompt and timely fashion; (b) to issue a written notification to Developer, following City's approval of same, indicating that the City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that Developer and its lenders shall have the right to rely upon the same in proceeding with the project; (c) to identify in writing within ten (10) working days of submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Property by Developer, and the construction, use and occupancy of the project with the intent and understanding that Developer and its lenders and attorneys will rely upon same in establishing their agreement and time frames for construction, use and occupancy, lending on the project and issuing legal opinions in connection therewith; and (d) to cooperate fully with Developer to streamline and facilitate the obtaining of such permits, approvals and consents. (9) City having given and completed all required notice to or prior approval, consent or permission of any federal, state, municipal or local governmental agency, body, board or official to the sale of the Property; 1.8 City's Obligations at Closing. At or prior to the Closing Date, City shall: (1) Deliver to Developer City's duly recordable Special Warranty Deed to the Property On the form attached hereto as Exhibit K (Deed) and appropriate resolutions of the City Council conveying to Developer marketable fee simple title to the Property and all rights appurtenant thereto, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3 below. (2) Deliver to Developer the Abstract of Title to the Property. 7 (3) Deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. 1.9 Delivery of Purchase Price; Obligations At Closing. At closing, and subject to the terms, conditions, and provisions hereof and the performance by City of its obligations as set forth herein, Developer shall pay the Purchase Price to City pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting credit pursuant to Section 3.1 below. 1.10 Closing Costs. The following costs and expenses shall be paid in connection with the closing: (1) City shall pay: (a) The transfer fee, if any, imposed on the conveyance. (b) A pro -rata portion of all taxes, if any, as provided in Section 1.10. (c) All special assessments, if any, whether levied, pending or assessed. (d) City's attorney's fees, if any. (e) City's broker and /or real estate commissions and fees, if any. (f) The cost of recording the satisfaction of any existing mortgage and any other document necessary to make title marketable. (2) Developer shall pay the following costs in connection with the closing: (a) The recording fee necessary to record the Deed. (b) Developer's attorney's fees. (c) Developer's broker and /or real estate commissions and fees, if any. (d) A pro -rata portion of all taxes as provided in Section 1.10. 1.11 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years that end prior to the Closing Date. Real estate taxes for the fiscal year in which the Closing Date occurs shall be prorated between City and Developer to the Closing Date on the basis of a 365 -day calendar year. Developer shall pay or cause to be paid all real estate taxes due in subsequent fiscal years. Any proration of real estate taxes on the Property shall be based upon such taxes for the year currently payable. SECTION 2. DEVELOPMENT ACTIVITIES 8 2.1 Required Minimum Improvements. Developer will make a capital investment of not less than Five Hundred Thousand Dollars ($500,000.00) to improve the Property (the Minimum Improvements). The Minimum Improvements include creating 5 apartments for market -rate rental using Historic Tax Credits. 2.2 [This section intentionally left blank] 2.3 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded in the records of Dubuque County, Iowa. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the improvements to be constructed by Developer on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.4 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced within one hundred twenty (120) days after the Closing Date, and shall be substantially completed by December 31, 2014. The time for the performance of these obligations shall be suspended due to unavoidable delays meaning delays, outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. 2.5 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in form attached as Exhibit J and shall be a conclusive determination of the satisfaction of Developer's obligations to make the Minimum Improvements under this Agreement and completion of the Minimum Improvements by Developer as required by this Agreement. 2.6 Developer's Lender's Cure Rights. The parties agree that, if Developer shall fail to complete the Minimum Improvements as required by this Agreement such that re- vestment of title may occur (or such that the City would have the option of exercising its re- vestment rights), then Developer's lender shall have the right, but not the obligation, to complete such Minimum Improvements. SECTION 3. CITY PARTICIPATION 9 3.1 Financial Incentives. The financial incentives set forth in this Section 3 are full and complete and cannot be modified except by amendment to this Agreement. City is under no obligation to approve any such amendment. 3.2 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 F, a grant in the amount of Fifty Thousand Dollars ($50,000.00) (the Grant). (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 five 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. 3.3 The Property is located in the Jackson Park Historic Preservation District and the Jackson Park Urban Revitalization District and Developer is eligible for property tax abatements on the Minimum Improvements for a period of up to 10 years. Developer must apply for such abatement by February 1st of the assessment year for which the abatement is first claimed, but not later than the year in which all the Minimum Improvements are first assessed for taxation. The application for abatement must contain, at a minimum, the following: a) The nature of the Minimum Improvements; b) The cost of the Minimum Improvement; c) The actual or estimated date of completion; and d) The exemption option to be applied. 3.4 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 G. Prior to the release of any grant funds, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.5 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 H. 10 3.6 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 I. 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. 3.7. 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 to the U.S. Secretary of the Interior's Standards for Rehabilitation. 4.2 [This section intentionally left blank.] 4.3 Books and Records. During the term of this Agreement, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 4.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 4.5 [This section intentionally reserved] 4.6 Insurance Requirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100 %) of the building (including Minimum Improvements) replacement value when construction is completed. Coverage shall include the "special perils" form and developer shall furnish City with proof of insurance in the form of a certificate of insurance. (2) Upon completion of construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense property insurance against loss and /or damage to the building (including the Minimum Improvements) under an insurance policy written with the 11 "special perils" form and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements). Developer shall furnish to City proof of insurance in the form of a certificate of insurance. (3) The term "replacement value" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (4) Developer shall notify City immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 4.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 4.8 Non - Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, 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. 12 4.10 Non - Transferability. Until such time as the Minimum Improvements are complete Las certified by City under Section 2.5), this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party. Thereafter, with the prior written consent of City, which shall not be unreasonably withheld, Developer shall have the right to assign this Agreement, and upon assumption of the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 4.11 No change in Tax Classification. Developer agrees that it will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than commercial property and to be taxed as such under Iowa law. This restriction shall terminate upon the termination of this Agreement. Developer may have the Property reclassified in the event the State of Iowa laws are modified to allow a building containing four apartments within one building to be classified as residential for property tax purposes. 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, for the duration of this Agreement, that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as a restaurant and upper -story housing, is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer. SECTION 5. EVENTS OF DEFAULT AND REMEDIES 5.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: 13 (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 5.2. Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) Until issuance of the Certificate of Completion, City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of the Downtown Rehab Loan /Grant and Economic Development Grant to Developer and City may take any action, including any legal action it deems necessary, to recover such amounts from the Developer; (4) City may withhold the Certificate of Completion; or (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 5.3 Re- vesting Title in City Upon Happening of Event Subsequent to Conveyance to Developer. In the event that, subsequent to conveyance of the Property to Developer by City, and prior to receipt by Developer of the Certificate of Completion, but subject to the 14 terms of the mortgage granted by Developer to secure a loan obtained by Developer from a commercial lender or other financial institution to fund the acquisition of Property or construction of the Minimum Improvements on Developer's Property (First Mortgage), an Event of Default under Section 5.1 of this Agreement occurs and is not cured within the times specified in Section 5.2, then City shall have the right to re -enter and take possession of the Property and any portion of the Minimum Improvements thereon and to terminate (and re -vest in City pursuant to the provisions of this Section 5.3 subject only to any superior rights in any holder of the First Mortgage) the estate conveyed by City to Developer, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to Developer shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in the event of default under Section 5.1 on the part of Developer and failure on the part of Developer to cure such default within the period and in the manner stated herein, City may declare a termination in favor of City of the title and of all Developer's rights and interests in and to Property conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interests of Developer, and any assigns or successors in interest to and in Property, shall revert to City (subject to the provisions of Section 5.3 of this Agreement), but only if the events stated in Section 5.1 of this Agreement have not been cured within the time period provided above, or, if the events cannot be cured within such time periods, Developer do not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's first mortgage lender, in a form reasonably acceptable to City and to Developer's first mortgage lender. 5.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the re- vesting in City of title to the Property as provided in Section 5.3 of this Agreement, City shall, pursuant to its responsibility under law, use its best efforts, subject to any rights or interests in such property or resale granted to any holder of a First Mortgage, to resell the Property or part thereof as soon and in such manner as City shall find feasible and consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party or parties (as determined by City in its sole discretion) who will assume the obligation of making or completing the Minimum Improvements or such other improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such the Property or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such property or proceeds granted to any holder of a First Mortgage upon such resale of the Property the proceeds thereof shall be applied: (1) First, to pay and discharge the First Mortgage; (2) Second, to pay the principal and interest on mortgage(s) created on the Property, or any portion thereof, or any improvements thereon, previously acquiesced in by City pursuant to this Agreement. If more than one mortgage on the Property, or any portion thereof, or any improvements thereon, has been previously acquiesced in by City pursuant to this Agreement and insufficient proceeds of the resale exist to pay the principal of, and interest on, each such mortgage in full, then such proceeds of the resale as are available shall be used to 15 pay the principal of and interest on each such mortgage in their order of priority, or by mutual agreement of all contending parties, including Developer, or by operation of law; (3) Third, to reimburse City for all allocable costs and expenses incurred by City, including but not limited to salaries of personnel, in connection with the recapture, management and resale of the Property or part thereof (but less any income derived by City from the Property or part thereof in connection with such management); any payments made or necessary to be made to discharge any encumbrances or liens (except for mortgage(s) previously acquiesced in by the City) existing on the Property or part thereof at the time of re- vesting of title thereto in City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, default or acts of Developer, its successors or transferees (except with respect to such mortgage(s)), any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property or part thereof, and any amounts otherwise owing to City (including water and sewer charges) by Developer and its successors or transferees; and (4) Fourth, to reimburse Developer and Employer up to the amount equal to (1) the sum of the Purchase Price paid to City for the Property and the cash actually invested by such party in making any of the Minimum Improvements on the Property, less (2) any gains or income withdrawn or made by Developer or Employer from this Agreement or the Property. 5.5 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. 5.6 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. 5.7 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. 16 5.8 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: Weaver Castle, LLC Attn: Danielle Stelpflug 7693 Pigeon River Road Lancaster, WI 53813 With copy to: Drake Law Firm, P.C. Flint Drake 2254 Flint Hill Dr Dubuque, IA 52003 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589 -4110 Fax: (563) 589 -4149 With copy to: City Attorney City Hall 50 W. 13th Street Dubuque IA 52001 or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 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 December 31, 2023 (the Termination Date). 17 6.4. Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine. The parties intend that the faxed signatures constitute original signatures and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding on the parties. 6.5 Memorandum of Development Agreement. Developer shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit D in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF DU3UQUE, IOWA WEAVER CASTLE LLC By By Roy D. of Danielle Stelpflug, Manager Mayor Attest: Kevin S irnstahl City Clerk 18 (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 Co inty 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, and by them voluntarily executed. C Notary Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS PAMELA J. McCARRON Commission Number 772419 My Comm. Exp. 9 —S -2bt On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Danielle Stelpflug, to me personally known, who, being by me duly sworn, did say that he is Manager of Weaver Castle LLC. the limited liability company executing the instrument to which this is attached and that as said Manager of Weaver Castle 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 19 LIST OF EXHIBITS EXHIBIT A — City Attorney's Certificate EXHIBIT B — Opinion of Developer's Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement EXHIBIT E — Urban Renewal Plan EXHIBIT F — Downtown Housing Incentive Program EXHIBIT G - Planning and Design Grant Program EXHIBIT H - Facade Grant Program EXHIBIT I - Financial Consultant Grant Program EXHIBIT J - Certification of Completion EXHIBIT K— Warranty Deed 20 EXHIBIT A CITY ATTORNEY'S CERTIFICATE 21 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear (DATE) THE CITY OF DUB 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 Very sincerely, Barry A. Lindahl, Esq. City Attorney 22 EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 23 Mayor and City Councilmembers City Hall 13 and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for , 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 2013. 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 ofthe State of Iowa and has full power and authority to execute, deliver and perform in full the 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 a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. To our actual knowledge with no duty to inquire, the execution, delivery and performance by Developer of the Development Agreement and the carrying out ofthe 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. To our actual knowledge with no duty to inquire, there are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity ofthe Agreement or the Developer's ability to perform Developer's obligations thereunder. This opinion is rendered for the sole benefit of the City of Dubuque and no other party may rely on this opinion. 24 This opinion is rendered and valid as of the date of this letter and we have no duty to update this opinion for any matters which come to our knowledge after the date of this letter. Sincerely, 25 EXHIBIT C CITY CERTIFICATE 26 City Manager's Office 50 West 13th Street Dubuque, Iowa 52001 -4864 (563) 589 -4110 phone (563) 589 -4149 fax ctymgr@cityoklubuque.org Dear (DATE) THE CLTY OF DUB I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_. On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit B. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which 27 affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. MCVM:jh 28 Sincerely, Michael C. Van Milligen City Manager EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT 29 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583 -4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Weaver Castle LLC. was made regarding the following described premises: LOT 5 OF LOTS 10 & 11 & SE 26.9' OF LOT 12 COOLEY'S SUB AND NW 23.3' OF LOT 12 & SE 8.3' OF LOT 13 COOLEYS SUB 348 -348 1/2 W LOCUST ST 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 WEAVER CASTLE LLC. By Roy D. Buol Danielle Stelpflug, Manager Mayor Attest: 30 By Kevin S. Firnstahl City Clerk STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this _day of 20_ before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA 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 Danielle Stelpflug, to me personally known, who, being by me duly sworn, did say that he is Manager of Weaver Castle LLC., the limited liability company executing the instrument to which this is attached and that as said Manager of Weaver Castle 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, State of Iowa 31 EXHIBIT E Urban Renewal Pla 32 Prepared by: Return to: Phil Wagner, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (563) 589 -4393 Kevin S. Firnstahl, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (563) 589 -4121 AMENDED and RESTATED URBAN RENEWAL PLAN Greater Downtown Urban Renewal District (A merger of the Downtown Dubuque, Ice Harbor, Kerper Boulevard, East 7th Street and Quebecor Urban Renewal Districts) City of Dubuque, Iowa This Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District traces its beginnings to the merger of the Downtown Urban Renewal Area Project Number Iowa R -15, originally established by Resolution 123 -67 by the City Council of the City of Dubuque, Iowa on May 18, 1967 and subsequently amended and restated by Resolution 79 -71 on March 15, 1971, by Resolution 73 -74 on March 11, 1974, by Resolution 107 -82 on May 3, 1982, by Resolution 191 -84 on June 25, 1984, by Resolution 371 -93 on December 6, 1993, by Resolution 145 -94 on May 2, 1994, by Resolution 479 -97 on November 17, 1997, by Resolution 476 -98 on October 19, 1998 and by Resolution 187 -02 on April 1, 2002, with the Ice Harbor Urban Renewal District, originally established by Resolution 403 -89 of the City Council of the City of Dubuque, Iowa on December 18, 1989 and subsequently amended and restated by Resolution 241- 00 on June 5, 2000 and by Resolution 114 -02 on March 4, 2002. The Urban Renewal Plan for the Greater Downtown Urban Renewal District resulting from that merger was later amended by Resolution 170 -04 on April 19, 2004, by Resolution 391 -06 on August 21, 2006, by Resolution 108 -07 on February 20th, 2007, by Resolution 597 -07 on December 17, 2007, by Resolution 300 -08 on September 2, 2008, by Resolution 393 -09 on October 5, 2009, and by Resolution 26 -10 on July 19, 2010. On May 2, 2011 the Kerper Boulevard Industrial Park Economic Development District originally established by Resolution 274 -94 on August 15, 1994 and the East 7th Street Economic Development District, originally established by Resolution 144 -97 on April 7, 1997 were merged into and became part of the Greater Downtown Urban Renewal District, pursuant to Resolution 155 -11 approved on May 2, 2011. The Quebecor Economic Development District, originally established by Resolution 479 -02 on September 16, 2002, was merged into and became part of the Greater Downtown Urban Renewal District pursuant to Resolution 271 -12 approved on October 1, 2012. The Urban Renewal Plan for the Greater Downtown Urban Renewal District resulting from that merger and amendment was thereafter amended and restated by Resolution -13 on June 03, 2013. 33 EXHIBIT F DOWNTOWN HOUSING INCENTIVE PROGRAM 34 Economic Developm ent Departm ent City Hall — Second Floor 50 West 131h Street Dubuque, Iowa 52001- 4864 (563) 589 -4393 Office (563) 589 -1733 Fax (563) 589 -6678 T DD Masterpiece on the Mississippi DOWNTOWN HOUSING INCENTIVE PROGRAM David J. Heiar Economic Development Director dh ei aracityofd ub uq ue. org October 30, 2012 Phil Wagner Asst. Economic Development Director pwag neracityofdu bu qu e. orq 50 West 13th Street Dubuque, IA 52001 563 -589 -4393 Proiects eligible to receive assistance from this established pool of funds m ust m eet 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 com ponent 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:Uwww.citvofdubuaue.orq /design guidelines. • Any signs on the property that do not cam ply 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 recomm ended. Applications without detailed drawings will not be considered complete and will not be accepted by the City. 35 • 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. • 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. 36 EXHIBIT G PLANNING AND DESIGN GRANT PROGRAM 37 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. 38 EXHIBIT H FAQADE GRANT PROGRAM 39 FACADE GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for front or rear facade renovation to restore the facade to its historic appearance, or improve the overall appearance. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) shall be awarded by the City to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for labor and material costs associated with facade improvements, including, but not limited to rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right -of -way. In order to receive reimbursement for repointing, a mortar analysis sample must be provided for each facade 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. 40 EXHIBIT I FINANCIAL CONSULTANT GRANT PROGRAM 41 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. 42 EXHIBIT J CERTIFICATE OF COMPLETION 43 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 Weaver Castle, LLC (the "Grantee "), in accordance with a Development Agreement dated as of [Date] (the "Agreement "), certain real property located within the Greater Downtown Urban Renewal District of the Grantor and as more particularly described as follows: LOT 5 OF LOTS 10 & 11 & SE 26.9' OF LOT 12 COOLEY'S SUB AND NW 23.3' OF LOT 12 & SE 8.3' OF LOT 13 COOLEYS SUB 348 -348 1/2 W LOCUST ST (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 2.5 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. (SEAL) CITY OF DUBUQUE, IOWA 44 By: Mike Van Milligan, City Manager 45 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 46 EXHIBIT K WARRANTY DEED 47 OFFICIAL NOTICE RESOLUTION NO. 203-13 RESCINDING RESOLU- TION NOS. 156 -13 AND 201 -13 Whereas, the City Council of Dubuque, lo- . Minimum improvements; ;ment to historic reno- 3) Developer and City vation. obligations; and Economic Feasibility 4) General terms and of the Proposed Devel- conditions. opment: wa; d d on June 3, 2013 Section 5. That the (1) The economic re- adopt an Amended and Development Agree- turn to the City provid- ment submitted by the ed by the proposed de- E Restated Urban Renew - 1 Developer satisfies the velopment, including al Plan for the Greater 1 requirements of this but not limited to, the Downtown Urban Re- offering and, in the sale price, the property newal District ( "the event that no other taxes generated and Plan') for the Urban qualified proposals are the encouragement of Renewal Area descri- timely submitted, that related development in bed therein; and the City Council in- the area. Whereas, the Plan tends to accept and : (2) The! ability of the 'd ether prov es, among o er approve the Develop - prospective developer things, for the disposi- mentAgreement. tion of properties for Section 6. That it is private development hereby determined purposes as a pro- that the Developer pos. Posed economic level- sesses the qualifica- p p p opment action; and tions, financial resour- development upon the Whereas, Weaver ces and legal ability City's operating budget Castle LLC ( "Develop- necessary to purchase and capital improve- er') has submitted to 346 -348 W Locust and ment plan, particularly to rehabilitate manage as it relates to the con- I to finance and com piece the project as proposed. (3) The! financial im- act of the ro osed the City a proposal for the purchase of certain real property herein- after described ("Prop- erty") for the rehabili- tation of a building lo- cated at 346 -348 West Locust as described therein ("the Develop- ment and operate the site in truction'1 and mainte- the manner proposed nance of any required I; by this offering in ac- public improvements. If d the osals are. and retain for' ublic Council to meet the cortlance with the Section 16. an on- Plan. ly if, competing pro - Section 7. That p d Cit Clerk shalltreceive and determined by he erem e Agreement' ), examination the at- minimum requirements which Property is le tacked , Development described herein, the gaily described as foie Agreement submitted Developer shall be al- lows: by the Developer and, lowed() owed to amend' its Lot 5 of the Subdivo- in the event no other proposal' in response sion of qualified proposals ar into submitted, shall same to the City Man - bmi I b I t th Lots 10 and a thereto and to deliver 11; the Souttheasterly time 6feet O inches ®f 2 resu Lot 12' the North h l t d d b the the Deve op- ager, y no a er an a vuester6y 2 feet 3 iro- merit Agreement to a e etermine y e whet of L ®t et and City Council for final 'City Council In such RESOLUTION (1) AP- the Southeasterly 8 approval and execution 'event, tee Council shall PROVING THE MINI- feet 3 inches of Lot upon expiration of the scheduleto a subsequent MUM REQUIRE- 13 in D.N. Cooley's notice hereinafter pre - meeting to be held by MENTS, COMPETI- Subdivision of Out ssectio. the City Manager at TIVE CRITERIA, AND Lots 667, 668 and 669 Section 8. That the ac- which there shall be a OFFERING PROCE- to' Dubuque, in the tion of the City Council bid -off conducted by DUKES FOR THE DE- City of Dubuque, he be considered es ere to be 'the City Manager. Dor- . VELOPMENT AND vva (the Real Estate) and does hereby con_ ing such bid-off, each THE SALE OF CER- together with the re- I' TAIN REAL PROPER- quest that this Proper - TY AND IMPROVE- ty be made available MENTS IN THE for sale as rapidly as GREATER DOWN- possible; and TOWN URBAN RE- Whereas, in order to NEWAL DISTRICT; (2) establish reasonably 1 DETERMINING THAT competitive! bidding / THE OFFER TO PUR- procedures for the dis- CHASE SUBMITTED position of the Proper- BY WEAVER CASTLE ty in accordance with LLC SATISFIES THE the statutory require OFFERING REQUIRE- ments of Iowa Code MENTS WITH RE- Chapter 403, specifical- SPECT TO THE REAL Iy, Section 403.8, and to PROPERTY AND IM- assure that the City ex- PROVEMENTS AND tends a full and fair op- DECLARING THE IN- portunity to all devel- TENT OF THE CITY opers interested in COUNCIL TO AP- submitting a proposal, PROVE THE SALE TO a summary of submis- WEAVER CASTLE LLC sion requirements and IN THE EVENT THAT minimum requirements NO COMPETING PRO- and competitive crite- POSALS ARE SUBMIT- ria for the Property of- TED; (3) SOLICITING fering is included here - COMPETING PRO- in; and POSALS; AND (4) Whereas, said Devel- STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald,a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: July 16, 2013, and for which the charge is $171.89. Subscribed to before me, a. otary Public in and for Dubuque County, Iowa, this ; day of a; , 20 Notary Public in and for Dubuque County, Iowa. JANET K. PAPE Commission Number 199659 My Comm. Exp. DEC 11, 2013 OFFICIAL NOTICE RESOLUTION NO. 203-13 RESOLUTION (1) AP- PROVING THE MINI- .. MUM REQUIRE- MENTS, COMPETI- TIVE CRITERIA, AND OFFERING PROCE- DURES FOR THE DE- VELOPMENT AND THE SALE OF •CER- TAIN REAL PROPER- ' TY AND IMPROVE - MENTS. IN THE GREATER DOWN - TOWN URBAN RE- NEWAL DISTRICT; (2) DETERMINING THAT THE OFFER TO PUR- CHASE SUBMITTED BY WEAVER CASTLE LLC SATISFIES THE OFFERING REQUIRE- MENTS WITH . RE- SPECT TO THE REAL PROPERTY AND IM- PROVEMENTS AND DECLARING THE IN- TENT OF THE CITY COUNCIL TO AP- PROVE THE SALE TO WEAVER CASTLE LLC IN THE EVENT THAT NO COMPETING PRO- POSALS ARE SUBMIT- TED; (3) SOLICITING COMPETING PRO- POSALS; AND (4) RESCINDING RESOLU- TION , .NOS. 156-13 AND 201 -13 Whereas, the City Council of Dubuque, Io- wa, didbn June 3, 2013 adopt an Amended and Restated Urban Renew- al Plan for the Greater Downtown Urban Re- newal District ( "the Plan ") for the Urban Renewal Area descri- bed therein; and Whereas, the Plan provides, among other things, for the disposi- tion of properties for private development purposes as a pro- posed economic devel- opment action; and Whereas, Weaver Castle LLC ( "Develop- er") has submitted to the City a proposal for the purchase of certain real property herein- after described ("Prop- erty") for the rehabili- tation of a building lo- cated at 346 -348 West Locust as described therein ("the Develop- ment Agreement"), which Property is le- gally described as fol- lows: Lot 5 of the Subdivi- sion of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the North- westerly 23 feet 3 in- ches of Lot 12, and the Southeasterly. 8 feet 3 inches of Lot 13, in D.N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Io- wa (the Real Estate) together with the re- quest that this Proper- ty be made available for sale as rapidly as possible; and Whereas, in order to establish reasonably competitive bidding procedures for the dis- position of the Proper- ty in accordance with the statutory require- ments of Iowa Code Chapter 403, specifical- ly, Section 403.8, and to assure that the City ex- tends a full and fair op- portunity to all devel- opers interested in submitting a proposal, a summary of submis- sion requirements and minimum requirements and competitive crite- ria for the Property of- fering is included here- in; and Whereas, said Devel- Legal Notices oper' has signed a De- velopment Agreement with the City, attached hereto as Exhibit "A "; and Whereas, to recognize both the firm proposal for sale of the Property and improvements al- ready received by the City, as described above, and to give full and fair opportunity to other developers inter- ested in submitting a proposal for the use &of the Property,.. this Council should by this Resolution: 1) Set the fair market value of the Property for uses in accordance with the Plan; 2) Approve the .mini- mum requirements and competitive criteria in- cluded herein; 3) Approve as to form the Development Agreement attached hereto as Exhibit "A "; 4) Set a date for re- ceipt of competing pro - posals.and the opening thereof; II 5) •Declare that the proposal submitted by Developer satisfies 'the minimum requirements of the • offering, and • that in the event no other qualified propos- al is - timely, submitted, that the City Council intends to approve such proposal and au- thorize the City Manag- er to sign the Develop ment Agreement; and direct publication df notice of said intent; 6) Approve and direct publication of a notice to advise any other person of the opportu- nity to compete for ' sale of the Property on the terms and condi- tions set forth herein; and 7) Declare that in the event another qualified proposal is timely-sub- mitted and accepted, another and future no- tice will be published on the intent of the City to enter into the resulting contract, as, required by law; and Whereas, the City Council believes it is in the best interest of the City and the Plan to act as expeditiously as possible to sell the Property as set forth herein; and Whereas, Resolution Nos. 156 -13 and 201 -13, which were adopted prior to the required stitute notice to all concerned ofthe,inten- tiofl of this Council, in the event that no other qualified proposals are timely . submitted, to accept the proposal of the Developer to pur- chase 346 -348 W Lo- cust and to approve the Development Agreement by and be- tween City and Devel- oper. Section 9. That the of- ficial notice of this of- fering and of the intent of the City, in the event no other qualified pro- posals are timely sub- mitted, to approve the Development Agree- ment, shall be a true copy of this Resolution,, but without the'attach- ments referred to here- in. Section 10. That the City Clerk is authorized and directed to secure immediate publication ofsaid official notice the Telegraph Herald, a newspaper having a general circulation in the community, by publication of the text of this Resolution with- out attachments on or before the 16th,' day of July, 201,3:0 Section 11. That writ - ten proposals for the sale of 346-348 W Lo- cust will be received by the City Clerk at or be- fore`10:00 a.m... August 16, 2013 in the Office of the City Clerk, located on the first floor at City Hall, 50 West 13th I Street, Dubuque, Iowa 52001. Each proposal will be opened at the hour of 10:00 a.m. in City Hall, Dubuque, Io- wa on August 16, 2013. Said proposals will then be presented to the City Council at 6:30 p.m., August 19, 2013, at a meeting to be held in the City Council Chambers, Historic Federal Building at 350 West 6th Street, Dubu- que, Iowa. Section 12. That such offering shall be in substantial conform - ance with the provi- sions of Iowa Code Section 403.8, requiring reasonable competitive bidding procedures as are hereby prescribed, which method is here- by determined to be the appropriate meth- od for rehabilitation of the 346 -348 W Locust Street property. Section 13. That the required- documents for the submission of a Notice of Public_Hear- pr_oposal_shaILbe_in-. competing bidder shall bid against the other, starting with the sec- ond proposal received and continuing until such time as each bidder shall decline to im- prove its proposal to acquire and redevelop 346 -348 W Locust in response to the last bid of the other bidder or bidders. The period of time to be allowed for such bid - off shall be determined by the City Manager. The rules of such bid - off shall be as deter- mined by the City Man- ager at or before such bid -off period and shall be absolute. Section 17. That in the event another qualified proposal is timely sub- mitted and accepted by the City, another and further notice shall be published of the in- tent of the City of Du- buque, Iowa, to enter into the resulting agreement, as required by law. Section 18. Resolution Nos. 156 -13 and 201 -13 are hereby rescinded. Passed, approved and adopted this 15th day of July, 2013. Roy D. Buol, Mayor Attest Kevin S. Firnstahl,City Clerk It 7/16 - • IF IOWA {SS: [E COUNTY -2ERTIFICATION OF PUBLICATION a Billing Clerk for Woodward Communications, Inc., an Iowa blisher of the Telegraph Herald,a newspaper of general circulation City of Dubuque, County of Dubuque and State of Iowa; hereby attached notice was published in said newspaper on the following 2,013, and for which the charge is $171.89. Subscribed to before me, a otary Public in and for Dubuque County, Iowa, this (Pj day of ,2013 . otary Public in and for Dubuque County, Iowa. JANET K. PAPE Commission Number 199659 My Comm. Exp. DEC 11, 2013 TED; (3) SOLICITING COMPETING PRO- POSALS; AND (4) Ore rruperry oT- fering is included here- in; and Whereas, said Devel- herein; and Whereas, Resolution Nos. 156 -13 and 201 -13, which were adopted prior to the required Notice of Public Hear- ing, should be rescind- ed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY ' COUNCIL OF THE CITY OF DU- BUQUE, IOWA: Section 1. That the re- al property shown on Exhibit "B" attached hereto located at 346- 348 W Locust shall be offered for sale in ac- cordance with the terms and conditions c contained in this Reso- s lution. p Section 2. That it is hereby determined e that in order to qualify s for consideration for i selection, any person in must submit a propos- C al which meets these M minimum requirements: th 1) Contains an agrees- to Dent to purchase the ° a Property, located - gen- p erally at 346 -348 W Lo- a cost, at not less than m fair market value es- to tablished herein; ci 2) Establishing the- ea number of residential i units that will be treat m ed in this project; sh 3) Sets out or pro- st vides to the satisfac - al tion of the City Council. cri the experience of the he principals and key staff Co who are directly en- ma gaged in the perform-- do ance of contract obli- the gations in carrying out S projects of similar pos and character;, sat and min 4) Meets, at a mini- me mum, the terms and by conditions of the De- sha velopment Agreement the submitted by the •De- stre veloper including an pos agreement to invest pets not less than $500,000 Q to complete a historic pos renovation of the build+ (1 ing. the Section 3. That the (2) Development Agree- rials ment by and between con the City and the Devel - proj oper be and is hereby (3) approved as to form pleti for the purposes here- tatio inafter stated. Ar 4. That for the of th purpose of defining the opm offering of the Proper- (1) ty for sale, said Devel- of th opment Agreement dente shall be deemed to be (2) illustrative of the terms to 1 acceptable to the City mate with respect to: (3 1) Timely completion qual of the rehabilitation ment project; , . • to the -Const'nrction f•.. -(4 minimum improvements; Tent 3) Developer and City ;vation obligations; and Eco 4) General terms and of the conditions. opme Section 5. That the (1) T Development Agree- turn t ment submitted by the ed by Developer satisfies the velop requirements of this • but no offering • and, in the sale p event that no other taxes timelyesubmtted,st at related the City Council in- the are tends to accept and (2) T approve the Develop- prospe ment Agreement. to fin Section 6. That it is plete hereby determined propos that the Developer pos- (3) T sesses ' the qualifica- pact o tions, financial resour- develop ces and legal ability City's o necessary to purchase and 346 -348 W Locust and ment p to rehabilitate, manage as it rel and operate the site in structio the manner proposed nonce o by this offering in ac- public i Sectio ly if, c posals and de Council minimu describe Develop lowed t proposal thereto same to ager, by date de City Cou event, th schedule meeting the City which th bid -off c the City ing such the 346 -348 W Locust Street property. Section 13. That the required documents for the submission of a proposal shall be in substantial conformity with the provisions of this Resolution. Section 14. That the City Clerk is hereby nominated and ap- pointed as the agent of the City of Dubuque, Iowa to receive pro - posals for the sale of the 346 -348 W Locust ! on that date and ac -! cording to the proce- dure hereinabove spe- ified for receipt of uch proposals and to roceed at such time to formally acknowl dge receipt of each of uch proposal by not - ng the receipt of same the Minutes of the ouncil; that the City anager is hereby au- orized and directed make preliminary nalysis of each such roposal , for compli -. nce with the mini -' um requirement es- blished by this Coun- I hereinabove. - For ch proposal that sat sfies these require_ ents, the City'COuhcil all judge - the rength of the propos- by the competitive teria established reinabove. The City until shall then ke the final' evalua- n and selection of proposals. ection 15. Each pro- al submitted which isfies the foregoing imum require - nts, as determined the City 'Manager, 11 be reviewed on basis of _ the ngth of such pro - al following Com- tive Criteria uality of the Pro - ed Development ) The total cost of project The types of mate - to be used in the struction of the ect. - Timeline for com - on of the rehabili- n project. rchitectural Design e Proposed Devel- ent The compatibility e design with resi- al neighborhood. The commitment reuse of building rials. - - ) The aesthetic ity of the develop - and its.sensitivity neighborhood. } Level= -oaf cpro to historic,reno- nomic Feasibility Proposed Devel- nt he economic re- o the City provid- the proposed de- ment, including t limited to, the rice, the property generated and couragement of development in a. he ability of the ctive developer ance and com- the project as ed. he financial im- f the proposed ment upon the perating budget capital improve- Ian, particularly ates to the Con- n and mainte- f any required mprovements. n16.If, and on- ompefing pro- are received termined by the to :meet the m requirements d herein, the er shall be al- o amend its in response and to deliver the City Man- no later than a termined by the ncil. In such e Council shall a subsequent to be held by Manager at ere shall be a onducted by Manager. Dur- bid -off, each cordance with the Plan. Section 7. That the City Clerk shall receive and retain for public examination the at- tached ' Development Agreement submitted by the Developer and, in the event no other qualified proposals are timely submitted, shall resubmit the Develop- ment Agreement to the City Council for final approval and execution upon expiration of the notice hereinafter pre - scribed. Section 8. That the ac- tion of the City Council be considered to be and does hereby con- M1IUI ii u imiMi 1111 IIU 11 n Doc ID 008082890007 Type: GEN Kind: RESOLUTION Recorded: 09/03/2014 at 02:52:53 PM Fee Amt: $37.00 Paqe 1 of 7 Dubuque County Iowa Kathy Flynn Thu•rlow Recorder File 2 01 `"'F-00009 6 9 7 RECORDER'S COVER SHEET CITY OF DUBUQUE RESOLUTION NO. 272-13 Preparer Information: Barry A. Lindahl, City Attorney, 300 Main Street, Suite 330, Dubuque, IA 52001 Phone: (563) 583.4113 Taxpayer Information: City of Dubuque, Iowa, 50 West 13th Street, Dubuque, IA 52001 Return Document To: Kevin S. Firnstahl, City of Dubuque City Clerk, 50 West 13th Street, Dubuque, IA 52001 Legal Description: Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the Northwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches of Lot 13, in D.N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa according to the recorded plats thereof Grantors: Grantees: City of Dubuque, Iowa Weaver Castle LLC RESOLUTION NO. 272-13 APPROVING DISPOSAL OF AN INTEREST IN REAL PROPERTY OWNED BY THE CITY OF DUBUQUE BY SALE THROUGH A DEVELOPMENT AGREEMENT WITH WEAVER CASTLE LLC Whereas, the City of Dubuque, Iowa is theowner of the real property located at 346-348 West Locust Street (the Property) legally described as follows: Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the Northwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches of Lot 13, in D.N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa (the Real Estate) ; and Whereas, the City of Dubuque, Iowa, is interested in stimulating reinvestment in the Greater Downtown Urban Renewal District; and Whereas, Weaver Castle LLC has proposed a Development Agreement to acquire and rehabilitate the Property to construct five market rate residential units; and Whereas, the City Clerk published a notice as required by law soliciting competitive proposal for the Property; and Whereas, as of 10:00 a.m. on August 16, 2013, the City Clerk received no competitive proposals for the Property; and Whereas, the City Council believes it is in the best interest of the City of Dubuque to approve the Development Agreement proposed by Weaver Castle LLC and the sale of the Property as provided in the Development Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Development Agreement between the City and Weaver Castle LLC, including the sale of the Property as provide therein, is hereby approved. Section 2. The Mayor is authorized and directed to execute said Development Agreement on behalf of the City of Dubuque. Passed, approved and adopted this 19th day of August, 2013. 44-7---/ Attest: Kevin Firnstahl, City Clerk oy D. Buol, Mayor F:\USERS\Econ Dev\Weaver Castle LLC\346-348 W Locust\Development Agreement120130819 Resolution approving DA.docx CERTIFICATE of the CITY CLERK STATE OF IOWA COUNTY OF DUBUQUE ) SS: I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 272-13 and associated Certification of Publication is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 20th day of August, 2013. Kev S. irnstahl, Tclerk P. alt= r w�v $142as r?th Cit. frDu�uque, to ',1;',/:7-41,4i'1ur�`e3'2013 ad1041,Ameildetand' 4Ip ar44 thecGreater Do�4t.49 Urban",' Re Ill al Polstift,ott X the PI"}i'l; foe e Urban Ren wai Area't�descri- ri herein, and? rnoQg+other • n s`g(v hdisposi , oh': of�prciierties"for rut. . as aro norm dye' :pp. rj ant bo lbOf F IOWA {SS: e fE COUNTY tho tha' rsal i atter e�" CERTIFICATION OF PUBLICATION a Billing Clerk for Woodward Communications, Inc., an Iowa iblisher of the Telegraph Herald,a newspaper of general circulation City of Dubuque, County of Dubuque and State of Iowa; hereby er#,attached notice was published in said newspaper on the following ung red ?013, and for which the charge is $171.89. gain lows Loof5,bf th SubdiY% �ofaiLo' IrOFFICIALINOTICE RESOLUTION NO '203=13;' 9 InOl eS >of. the Noi 1141023 ieet RESOLUIONT.i1)4puthei5o0heasel pROVINGTHE:*MINI flet )�nchs "ofLo MUlia 4, ° REQ.UIRE L3, in D,N "MENTS, e' COtMP.'EfI Su#bdiVi5ion 13Coo%leOy,u)st TIVECRITERA?AND Lo6hucipe n55tOFFERING3rPROCE to D 4VELOPMEND AND wa(theRRarE,tate! THEO,SALE,OF tidi ECER t ether4', Wlici4theire_ TAIN REAL*kPROPER que, 'thattthis Proper TY AMD- IMPROVE tyhermade=available MEFL�Rrt SIN f t �a HE for, sa e as rapidly as iGREATER MDQ ltd =rpos ib e, and.' TOWN'S 1IRBAN 'ARE Whereas in order•to NEWAL DISTRICT;1(2) ,establish reasonably, DETERMININGt"THAT donipetitiVe bjdtling `:THE OFFER'TO:�P,UR ''probedureswforthedis CHASE'",'SUBMITTED ,position of the Proper BY WEAVERICASTLE' ty inx'accordance with;:, :LLC SATISFIESS',THE` <the{ statutory =require-- SPECT TO THE REAL ly, Section 43.8; and to 1 PROPERTY AND =IM assure that the City:ex- s, PROVEMENTS >> AND 'tends a full and,fair-op- DECLARING THE IN portun ty to all+devel- TENT OF THE .CITY . doers ° ,interested in COUNCIL:: TO AP- submitting -a -proposal, PROVE THE. SALE TO a summary of submis- WEAVER,CASTLELLC sion'requirements and IN THE EVENT THAT' minimum requirements NO COMPETING PRO- and competitive crite- POSALS ARE SUBMIT- ria' for the Property of - TED; (3) SOLICITING fering is included here - COMPETING PRO- in; and POSALS; AND (4) Whereas, said Devel- OFFERING REQUIRE-- .mentsTof, lova-:Code MENTS WITH `:RE Chapter 403', specifical if )It Ihd`ate4„ olat,,City estt3th ua; Iowa proposal_ Getgffsaid$i[iteot, �iW,ili�be op.enedtat'the, Approve ar dsd edt Thou of �o p0 44a m4> ,n, Dubuquelo- lication of ai"no to''ad: Ise y any, other yva on, Au persongf he�oppo�t said" pr nityu to compete for rthep Abe gust162013. op95als t Will presented to 7), Declare thatm t uent:another quahfie sale of the Property of :the City C,buncil at,6 30 the ,terms andG�condi .� m �Auguste19,TM2013 nthE ,rClty aCOunCll ,; hA io1 s set forth herein at ameefing to baheld4` e d miffed and acdeptedl enter i to proposal is timely sub ' anpther•and;futi2re no Sectional2 That such tice,-will be; publ oris, the intent ��'b Cit sto r ished' `: off m ers i uric FederaIB�iidmg at,50.: "West"6th Street Dubu- que Tlowa. eri,ng ;shall "•,be>'in� f thet •Substantial confarm- Yt n the fiance with the prove resulting contract, asp sions<. of Iowa ,Code required by law; and Section 403.8, requiring -Whereas, the City, reasonable competitive Council believes it is in :biddingprocedures as the best-interestofthe are hereby prescribed, City and the Plan to act which= method. is- here - as, . expeditiously as by :determined, to be possible to , sell the . the appropriate meth - Property as set forth od for rehabilitation of herein; and the ,546-348,-,W Locust Whereas, Resolution Street property. Nos. 156-13 and 201-13, Section `13. That :the, which -.were adopted required documents Subscribed to before me, a otary Public in and for Dubuque County, Iowa, this f 2 day of ,2013 . Sil?)-6D otary Public in and for Dubuque County, Iowa. JANET K. PAPE Commission Number 199659 My Comm. Exp. DEC 11, 2013 gel STATE OF IOWA 5 3 DUBUQUE COUNTY teeSubdivi triodot5 d'a- a 5 BBQ M Illi thee$oDth, teFrY' 2Cv feet9Zt F8E sB9v f8C �a1�L' OFFIC1l�liiNOTIC whet It ttke , ttt P �� the le ,G RESOLAITION uk wie'te0 a23,f,''ee f3,f�n th 9c It u� NO2tl�� ,ch �bLot-12. and Jtl �A�aP e� m hece�of RES06UTO�i 1)dAP theo tBester9 J3. s uchprapocal alZd"ati *tJfCttY Cierif oeate P_ROYR�G,tTHE�MiNI fee c�ues ore LotIoelle�Glaltagn ttefir$$ff(oatattiity MtiWe { REQUIRE Y3 in D N }Coo eY's �C to s g t i�eu�elop l fall 50 e Jath" iMENTS, r� OO IIP TI t Sul d ion 1d �0ut t lea nti ataf TlVE CRI[ERIA,i!AND Lot SEiT itd 669; g eerierit, and fsthee �Ltubuq e lowa? OFFERING#�� RROCE,,,,' tol#DubUgile; sln�tthe, notic ofsaidcle t t� Wil ie penedrat the' DURES FOR 3 E DE C� tOf Ot1J uque, to ,i6}ir4pproue and4d ept ha of i>0 00 a m in V LOPIutENT f� AND W (tt a Rea�'Estate) publicattonaof a notice City Wall,trDubuque+lo- s1 EL'OPMLE T OF CER v-, tirjether, with there- to � ;advf5e ahy 'athet wa on August 16 2813: TAIN REAL PROPER quest that tLve Proper person of,e,Lopport Saida proposals iill TY i AND"` IMPRO'VE ty re,s a ade available, nity ,to compete foj then abe�tpresentedr to MEyT5 tIN�{ - EHEC for sale as rapidly as saleogf the P1rop rty orj #hewCity tipunc:,equ' 30,: GREATER? e WN possible ands - file terms ancl;cpndij 'pm August 19 _013 : TOWN RB�4Nf the 1Ahereas i order to tions set forth ,herein- gat a meeti�ng'to be;hield` NEVIIAL`D�5TR�CT'(2) ,establish teasonablyi apd4 Jn the.,:City Council DETERMININGd THAT . cor> petitive bidtling 7i peclare thatsm the Chambers, Jiistoric :THE rOFFER ATO .RUR-prooeduresrfdr the dis event another, gballfier JFederal�Buildmg,at350':. CHASE :.<SUBMITTED ' position,of,„the proper-` proppsai is timeiysub West 6,th _Street, Dthbu- BY WEAVER CASTLE ty n accordance -with tufted. and accepted ue Jowa LLC' -SATISFIES"THE ".the statutory require anpthet,and�,futare no �Sectioq xt2 That uch. OFFERING REQUIRE .ments `of Iowa Code tice jwill be published offering' °shall bei, in MENTS -:WITH'; , RE Chapter 403, specifical oto the intent of the, =substantial =conform - SPECT TO THE REAL ly,'Section 403 8, and to C7ty ,:,to enter into the vance with the 'provi- PROPERTY AND:`�IM -'assLre that the Cityex resulting contract asl :lions;,;."of = Iowa Code PROVEMENTS AND ' tends `a full and -lair 0P- required bylaw, and ;Section 403.8, requiring ' DECLARING THE,' IN- portunity to all=devel- .Whereas the City; `reasonable„competitive TENT' OF THE :CITY . Doers interested in Council believesrIt is m. ,;bidding• ocedures as COUNCIL' TO:. AP- submitting' -a' proposal, the:best.interest,of the , arie',herebyr prescribed, PROVE THE'. SALE TO a summaryof submis Cityanil-the-Plan,jto.act.which; method is here- WEAVERiCASTLELLC sion requirements and as . eipeditiously as by,:determine.toe. be IN THE EVENT THAT' minimum requirements possible .to , sell -the.. the sappropriate meth - NO COMPETING PRO- and competitive crite- property as set forth <od for, rehabilitation of POSALS ARE SUBMIT- ria for the Property= of- herein; and the:346-348 W :Locust TED; (3) SOLICITING Tering is inckUded here- Whereas, Resolution Street property. COMPETING PRO- in; and Nos. 156-13 and 201-13, , Section `13. That the POSALS; AND (4) Whereas, said Devel- which were adopted required. documents {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: July 16, 2013, and for which the charge is $171.89. Subscribed to before me, aotary Public in and for Dubuque County, Iowa, this (e day of ,20\3 • Notary Public in and for Dubuque County, Iowa. JANET K. PAPE Commission Number 199659 My Comm. Exp. DEC 11, 2013 POSALS-ARE SUBMIT- TED; (3) SOLICITING COMPETING PRO- POSALS; AND ° (4) rla for the Property of- herein; and the 346-348 Wy Locust fering is Included here- Whereas, Resolution Street property. ln; and Nos. 156-13 and 201-13, Section 13. That the Whereas, said Devel- which were adopted equired documents prior to the required , or the submisslgn of a lgtice of Publlgyldear proposal shall ? be in Otg'shpuld0be rescind$ 'substantial cohformlty I with the provisions of fNOWit THEREFORE, .+this.Resolutwn h ; EtiEvel RESOLVED BY ?Section 14 That the THE"'�CITYi 1COUNCII . Clty Clerk is.. hereby cfl THE�CI1X OFaD'1 '§,nominated and ap= ;D actionIOWA•",'' ',poiratted as,the agent of. ' Sectiop 1 T�hatthe re thee.-e..,Ctty of.Dubuque al property shown`on .' bwto recelye .p-p- Ekh'bit ¢ attachetl posals for they=sale of hereto located -at 346 te*346 348 ,W1.ocpist, 348:.,1 Locust°sflall? he on ;that dateandf„ac ,:; offered fqr sale„in aca cor iag to fhezptge cardance4iure'hereinabovds terms and cogditioos cJfie4 fob Treciijt n hip es hUcl poop cbtita' gi i t lutign> twsytt„tt Secttop 2 Th$t it to b(= ally ae o4 Be eby �etermined f recce t etptrof tach c1 Al�ifyE suc 4,144,b atrlot . slderatlgn fqr e,ingah a receiptsof same he Ml, tesgf�th 1 6r Jt ity e�a. tqy t r yeuc�u u' es to Ine Tsat fr Domofithet 1tyyCoun 1. the, expertenceof' the polncipals wh; and;kes stdfE ra,,�c�tt cLly 9a9�ino-ttteperfoI -. ssgP(y-; Ig Olt Jfiri#lan aetelai of ,erdpg'art9,. gyent hat5b �9rtjeyAsuhfm tte ,,trye2 City' C4 tends o acc4 appra tfieb me7Agree�e' x:Setiltr Gc(j ses"si tionsy finao ces 4a�ldxfe neeessappy. .345.34go reit bl0. ap_. tioo 7 Tat City Clerk shallJreot andetaipue or4p attop�J�e tatne�b,SeVel,bp . Agreement sup t hyo -the Develo'ne 0the'teventt ,Ro -ol 36Iyasdubtte t ni YeS a btn�t;Ithe�l_S eve; meat Aaaeerdeohi toi sere sltia��tlfe a rbYdcaff'�condtCs}��y the$C1ty Manage' - 9:: such `bld;-9Effi 1111111111111111111111111111111111111111 N 111111 11 ti Doc ID 008082900002 Type: GEN Kind AGREEMENT Recorded: 09/03/2014 at 02:53:28 PM Fee Amt: $12.00 Page 1 of 2 Dubuque County Iowa Kathy Flynn Thu•rlow Recorder Fi1e2014-00009698 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Weaver Castle LLC. was made regarding the following described premises: Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the Northwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches of Lot 13, in D. N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa according to the recorded plats thereof The Development Agreement is dated for reference purposes the 19th day of August, 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 Ado day of CITY OF DUBUQUE, IOWA t-vausr- 20r, WEAVER CASTLE LLC. By uol, Mayor Danielle 84e1014.4g-, Manager ova Attest: Kevin S. F rnstahl, City Jerk STATE OF IOWA ) SS COUNTY OF DUBUQUE ) On this 70 qay of 406uST , 20, before me, a Notary Public in and for the State of Iowa, in and for said county, 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, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed ofiid Municipal Corporation by it voluntarily executed. Notar Public. State of Iowa STATE OF IOWA BARRY A. LINDAHL Commission Numb r 117515 My Comm. Exp. ) ) COUNTY OF DUBUQUE ) SS On this 24 day of P(3141r— 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Danielle Stelpflug, to me personally known, who, being by me duly sworn, did say that she is Manager of Weaver Castle LLC., the limited liability company executing the instrument to which this is attached and that as said Manager of Weaver Castle LLC., acknowledged the execution of said instr e t to be the voluntary act and deed of said company, by it and by her voluntarily e► uted. Notary laublic, State of Iowa BARRY A. LINDAHL Commission Numb r 7515 My Comm. Exp. ' Doc ID: 008082910003 Type GEN Kind SPECIAL WARRANTY DEED Recorded: 09/03/2014 at 02:54:45 PM Fee Amt: $22.00 Page 1 of 3 Revenue Tax: $0.00 Dubuque County Iowa Kathy Flynn Thurlow Recorder F11e2014-00009699 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 Tax Statement to: Weaver Castle LLC 7693 Pigeon River Road Lancaster, WI 53813 SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (Grantor), in consideration of the Grantee named below undertaking the obligations of the Developer under the Development Agreement described below and the sum of one and no/100 Dollars ($1.00) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto Weaver Castle, LLC, an Iowa limited liability company (.Grantee), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the Property): Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12.; the Northwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches of Lot 13, in D. N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa according to the recorded plats thereof Exempt per Exemption #6 Iowa Code 428A.2(6) This Deed is given pursuant to the authority of Resolution No. 272-13 of the City Council of the City of Dubuque adopted the 19th day of August, 2013, the terms and conditions thereof, if any, having been fulfilled. This Deed is being delivered in fulfillment of Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Amended and Restated Development Agreement executed by Grantor and Grantee herein, dated the 19" day of August, 2013 (the Agreement), a Memorandum of which was recorded on the 3Iro day of l , 2014, in the records of the Recorder of Dubuque County, Iowa, Instrument Number 20 IL - (mg. Promptly after completion of the improvements in accordance with the provisions of the Agreement, Grantor will furnish Grantee with a Certificate of Completion in the form set forth in the Agreement. Such certification by Grantor shall be, and the certification itself shall so state, a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of Grantee, and its successors and assigns, to construct improvements and the dates for the beginning and completion thereof, it being the intention of the parties that upon the granting and filing of the Certificate of Completion that all restrictions and reservations of title contained in this Deed be forever released and terminated and that any remaining obligations of Grantee pursuant to the Agreement shall be personal only. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, Grantor shall, within twenty days after written request by Grantee, provide Grantee with a written statement indicating in adequate detail in what respects Grantee has failed to complete the improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts will be necessary, in the opinion of Grantor, for Grantee to take or perform in order to obtain such certification. In the event that an Event of Default occurs under the Agreement and Grantee herein shall fail to cure such default within the period and in the manner stated in the Agreement, then Grantor shall have the right to re-enter and take possession of the Property and to terminate and revest in Grantor the estate conveyed by this Deed to Grantee, its assigns and successors in interest, in accordance with the terms of the Agreement. None of the provisions of the Agreement shall be deemed merged in, affected or impaired by this Deed. Grantor hereby covenants to warrant and defend the said premises against the lawful claims of all persons whomsoever claiming by, through and under it. Dated this 20 rliof Ati6USi', 20) at Dubuque, Iowa. CITY OF DUBUQUE IOWA Attest: By: Kevin Firnstahl, City Ole STATE OF IOWA SS COUNTY OF DUBUQUE On this 2'day of Ati‘usi , 20p before me a Notary Public in and for said County, personally appeared Roy D. uol and Kevin S. Firnstahl to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. 04, Notary P blic in and for Dubuque County, Iowa BARRY A. LINbAHL Commission Num r 107 15 My Comm. Exp. 41 (411 lIII 1111 11 IIII 1111 11111111111111 111 11 IIHI N Doc ID: 008082920002 Type' GWH Kind GROUNDWATER HAZARD Recorded: 09/03/2014 at 02:54:52 PM Fee Amt: $0.00 Page 1 of 2 Dubuque County Iowa Kathy Flynn Thurlow Recorder Fi1e2014-00001433 REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT TO BE COMPLETED BY TRANSFEROR TRANSFEROR: Name City of Dubuque, Iowa Address 50 West 13th Street Dubuque Iowa 52001 Number and Street or RR City, Town or P.O. State Zip TRANSFEREE: Name Weaver Castle LLC Address 7693 Pigeon River Road Lancaster Wisconsin 53813 Number and Street or RR City, Town or P.O. State Zip Address of Property Transferred: 346-348 West Locust Street Dubuque Iowa 52001 Number and Street or RR City, Town or P.O. State Zip Legal Description of Property: (Attach if necessary) Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the Norbwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches ofLot 13, in D. N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa according to the recorded plats thereof 1. Wells (check one) X There are no known wells situated on this property. There is a well or wells situated on this property. The type(s), location(s) and legal status are stated below or set forth on an attached separate sheet, as necessary. 2. Solid Waste Disposal (check one) X There is no known solid waste disposal site on this property. There is a solid waste disposal site on this property and information related thereto is provided in Attachment #1, attached to this document. 3. Hazardous Wastes (check one) X There is no known hazardous waste on this property. There is hazardous waste on this property and information related thereto is provided in Attachment #1, attached to this document. 4. Underground Storage Tanks (check one) X There are no known underground storage tanks on this property. (Note exclusions such as small farm and residential motor fuel tanks, most heating oil tanks, cisterns and septic tanks, in instructions.) There is an underground storage tank on this property. The type(s), size(s) and any known substance(s) contained are listed below or on an attached separate sheet, as necessary. FILE WITH RECORDER DNR form 542-0960 (July 18, 2012) "LOIS-i— ct ct 5. Private Burial Site (check one) X There are no known private burial sites on this property. There is a private burial site on this property. The location(s) of the site(s) and known ® identifying information of the decedent(s) is stated below or on an attached separate sheet, as necessary. 6. Private Sewage Disposal System (check one) X All buildings on this property are served by a public or semipublic sewage disposal system. This transaction does not involve the transfer of any building which has or is required by law to have a sewage disposal system. ® There is a building served by private sewage disposal system on this property or a building without any lawful sewage disposal system. A certified inspector's report is attached which documents the condition of the private sewage disposal system and whether any modifications are required to conform to standards adopted by the Department of Natural Resources. A certified inspection report must be accompanied by this form when recording. ® There is a building served by private sewage disposal system on this property. Weather or other temporary physical conditions prevent the certified inspection of the private sewage disposal system from being conducted. The buyer has executed a binding acknowledgment with the county board of health to conduct a certified inspection of the private sewage disposal system at the earliest practicable time and to be responsible for any required modifications to the private sewage disposal system as identified by the certified inspection. A copy of the binding acknowledgment is attached to this form. ® There is a building served by private sewage disposal system on this property. The buyer has executed a binding acknowledgment with the county board of health to install a new private sewage disposal system on this property within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. ® There is a building served by private sewage disposal system on this property. The building to which the sewage disposal system is connected will be demolished without being occupied. The buyer has executed a binding acknowledgment with the county board of health to demolish the building within an agreed upon time period. A copy of the binding acknowledgment is provided with this form. [Exemption #9] This property is exempt from the private sewage disposal inspection requirements pursuant to the following exemption [Note: for exemption #9 use prior check box]: ® The private sewage disposal system has been installed within the past two years pursuant to permit number Information required by statements checked above should be provided here or on separate sheets attached hereto: I HEREBY DECLARy THAT I HAVE REVIEWED THE INSTRUCTIONS FOR THIS FORM AND TH FIE INFORMATION STATED ABOVE IS TRUE AND CORRECT. Signature: (Transferor or Agent) FILE WITH RECORDER Telephone No:: Z07.511 -1 - (Trans eror ?.5 DNR form 542-0960 (July 18, 2012) DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND WEAVER CASTLE LLC THIS DEVELOPMENT AGREEMENT (Agreement) dated for reference purposes the I day of f ,a,' , 2013 is made and entered into by and between the City of Dubuque, Iowa (City), and Weaver Castle LLC (Developer). WHEREAS, City is the owner of the real estate locally known as 346-348 W. Locust St. Dubuque, Iowa and legally described as follows (the Property): Lot 5 of the Subdivision of Lots 10 and 11; the Southeasterly 26 feet 9 inches of Lot 12; the Northwesterly 23 feet 3 inches of Lot 12, and the Southeasterly 8 feet 3 inches of Lot 13, in D. N. Cooley's Subdivision of Out Lots 667, 668 and 669 to Dubuque, in the City of Dubuque, Iowa according to the recorded plats thereof WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 271-12 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer proposes the redevelopment of the three-story building located on the Property and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make an additional capital investment in building improvements, and fixtures in the Property (the Project); and WHEREAS, the Property is historically significant and it is in the City's best interest to preserve the Property; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on June 3, 2013, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the rehabilitation 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: 051313ba1 SECTION 1. CONVEYANCE OF PROPERTY TO DEVELOPER 1.1 Purchase Price. (1) The purchase price for the Property (the Purchase Price) shall be the sum of One Dollar ($1.00) which shall be due and payable by Developer in immediately available funds in favor of City, on August 21, 2013 or such other date as the parties may mutually agree (the Closing Date). (2) In determining the fair value of the Property for uses in accordance with the Urban Renewal Plan, the City has taken into account and given consideration to the uses provided in said Plan, the restrictions upon and the covenants, conditions and obligations assumed by the Developer in this Agreement, and the objectives of the Plan for the prevention of the recurrence of blighted areas within the District. 1.2 Title to Be Delivered. City agrees to convey good and marketable fee simple title in the Property to Developer subject only to easements, restrictions, conditions and covenants of record as of the Closing Date to the extent not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3, below: (1) City, at its sole cost and expense, shall deliver to Developer within no fewer than (14) days and no more than thirty (30) days after the execution of this Agreement, an abstract of title to the Property reflecting merchantable title in City in conformity with this Agreement and applicable state law. The abstract shall be delivered together with full copies of any and all encumbrances and matters of record applicable to the Property, and such abstract shall become the property of Developer when the Purchase Price is paid in full in the aforesaid manner. (2) Developer shall have until the Closing Date to render objections to title, including any easements or other encumbrances not satisfactory to Developer, in writing to City. Developer agrees, however, to review the Abstract promptly following Developer's receipt the Abstract and to promptly provide City with any objections to title identified therein. Nothing herein shall be deemed to limit Developer's rights to raise new title objections with respect to matters revealed in any subsequent title examinations and surveys and which were not identified in the Abstract provided by the City. City shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise Developer of its intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing Date, or any extension thereof consented to by Developer, Developer may, at its sole discretion, either (a) terminate this Agreement without any liability on its part, and any sums previously paid to City by Developer (or paid into escrow for City's benefit) shall be returned to Developer with interest, or (b) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. 2 1.3 Rights of Inspection, Testing and Review. Developer, its counsel, accountants, agents and other representatives, shall have full and continuing access to the Property and all parts thereof, upon reasonable notice to City. Developer and its agents and representatives shall also have the right to enter upon Property at any time after the execution and delivery hereof for any purpose whatsoever, including, but not limited to, inspecting, surveying, engineering, test boring, and performing environmental tests, provided that Developer shall hold City harmless and fully indemnify City against any damage, claim, liability or cause of action arising from or caused by the actions of Developer, its agents, or representatives upon the Property (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the Property), and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. and to make such feasibility studies and analyses as it considers appropriate. 1.4 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 the time of closing confirming the representations contained herein, in the form attache d hereto as Exhibit A. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. 3 (6) No ordinance or hearing is now before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. (8) As of the date of this Agreement there has been prepared and approved by City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal Plan for the Greater Downtown Urban Renewal Plan, most recently approved by City Council of City on June 3, 2013, and as subsequently amended through and including the date hereof, attached as Exhibit E (the Urban Renewal Plan). A copy of the Urban Renewal Plan, as constituted on the date of this Agreement and in the form attached hereto, has been recorded among the land records in the office of the Recorder of Dubuque County, Iowa. (9) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, and use of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. (10) City has good and marketable fee simple title interest in the Property. (11) 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 R-4 Multiple -Family Residential (12) 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. (13) The Property will, as of the Closing Date, be free and clear of all liens, security interests, and encumbrances. (14) 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 or Developer. (15) 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. (16) All city utilities necessary for the development and use of the Property for residential use adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees. 1.5 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 this 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' rights generally. Developer's counsel shall issue a legal opinion to City, at the time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. 5 (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, state and federal laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer has firm commitments for permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the requirements of this Agreement and shall provide evidence thereof to City prior to the Closing Date. 1.6 Closing. The closing shall take place on the Closing Date which shall be the 21st day of August, 2013, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 31st day of October, 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. 1.7 Conditions to Closing. The closing of the transaction contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: (1) The representations and warranties made by City in Section 1.4 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit C. (2) Developer shall have the right to terminate this Agreement at any time prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with all the terms and provisions of this Agreement. (4) Developer shall have furnished City with evidence, in a form satisfactory to City (such as a letter of commitment from a bank or other lending institution), that Developer has firm financial commitments in an amount sufficient, together with equity commitments, to complete the Minimum Improvements (as defined herein) in conformance with the Construction Plans (as defined herein), or City shall have received such other evidence of Developer's financial ability as City in its reasonable judgment City requires. (5) Developer's counsel shall issue a legal opinion to City confirming the 6 representations contained herein in the form attached hereto as Exhibit B. (6) Title to the Property shall be in the condition warranted in Section 1.4. (7) Developer, in its sole and absolute discretion, having completed and approved of any inspections done by Developer hereunder. (8) Developer having obtained any and all necessary governmental approvals which might be necessary or desirable in connection with the sale, transfer and development of the Property. Any conditions imposed as a part of the zoning must be satisfactory to Developer, in its sole opinion. City shall cooperate with Developer in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, provided that City shall bear no expense in connection therewith. In connection therewith, the City agrees (a) to review all of Developer's plans and specifications for the project and to either reject or approve the same in a prompt and timely fashion; (b) to issue a written notification to Developer, following City's approval of same, indicating that the City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that Developer and its lenders shall have the right to rely upon the same in proceeding with the project; (c) to identify in writing within ten (10) working days of submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Property by Developer, and the construction, use and occupancy of the project with the intent and understanding that Developer and its lenders and attorneys will rely upon same in establishing their agreement and time frames for construction, use and occupancy, lending on the project and issuing legal opinions in connection therewith; and (d) to cooperate fully with Developer to streamline and facilitate the obtaining of such permits, approvals and consents. (9) City having given and completed all required notice to or prior approval, consent or permission of any federal, state, municipal or local governmental agency, body, board or official to the sale of the Property; 1.8 City's Obligations at Closing. At or prior to the Closing Date, City shall: (1) Deliver to Developer City's duly recordable Special Warranty Deed to the Property (in the form attached hereto as Exhibit K (Deed) and appropriate resolutions of the City Council conveying to Developer marketable fee simple title to the Property and all rights appurtenant thereto, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 5.3 below. (2) Deliver to Developer the Abstract of Title to the Property. 7 (3) Deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. 1.9 Delivery of Purchase Price; Obligations At Closing. At closing, and subject to the terms, conditions, and provisions hereof and the performance by City of its obligations as set forth herein, Developer shall pay the Purchase Price to City pursuant to Section 1.1 hereof, but subject to Developer receiving an offsetting credit pursuant to Section 3.1 below. 1.10 Closing Costs. The following costs and expenses shall be paid in connection with the closing: (1) City shall pay: (a) The transfer fee, if any, imposed on the conveyance. (b) A pro -rata portion of all taxes, if any, as provided in Section 1.10. (c) All special assessments, if any, whether levied, pending or assessed. (d) City's attorney's fees, if any. (e) City's broker and/or real estate commissions and fees, if any. (f) The cost of recording the satisfaction of any existing mortgage and any other document necessary to make title marketable. (2) Developer shall pay the following costs in connection with the closing: (a) The recording fee necessary to record the Deed. (b) Developer's attorney's fees. (c) Developer's broker and/or real estate commissions and fees, if any. (d) A pro -rata portion of all taxes as provided in Section 1.10. 1.11 Real Estate Taxes. City shall pay all real estate taxes for all fiscal years that end prior to the Closing Date. Real estate taxes for the fiscal year in which the Closing Date occurs shall be prorated between City and Developer to the Closing Date on the basis of a 365 -day calendar year. Developer shall pay or cause to be paid all real estate taxes due in subsequent fiscal years. Any proration of real estate taxes on the Property shall be based upon such taxes for the year currently payable. SECTION 2. DEVELOPMENT ACTIVITIES 8 2.1 Required Minimum Improvements. Developer will make a capital investment of not Tess than Five Hundred Thousand Dollars ($500,000.00) to improve the Property (the Minimum Improvements). The Minimum Improvements include creating 5 apartments for market -rate rental using Historic Tax Credits. 2.2 [This section intentionally left blank] 2.3 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Property and the construction of the Minimum Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations, including but not limited to any covenants, conditions, restrictions, reservations, easements, liens and charges, recorded in the records of Dubuque County, Iowa. Developer shall submit to City, for approval by City, plans, drawings, specifications, and related documents with respect to the improvements to be constructed by Developer on the Property. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 2.4 Timing of Improvements. Developer hereby agrees that construction of the Minimum Improvements on the Property shall be commenced within one hundred twenty (120) days after the Closing Date, and shall be substantially completed by December 31, 2014. The time for the performance of these obligations shall be suspended due to unavoidable delays meaning delays, outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. 2.5 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in form attached as Exhibit J and shall be a conclusive determination of the satisfaction of Developer's obligations to make the Minimum Improvements under this Agreement and completion of the Minimum Improvements by Developer as required by this Agreement. 2.6 Developer's Lender's Cure Rights. The parties agree that, if Developer shall fail to complete the Minimum Improvements as required by this Agreement such that re -vestment of title may occur (or such that the City would have the option of exercising its re -vestment rights), then Developer's lender shall have the right, but not the obligation, to complete such Minimum Improvements. SECTION 3. CITY PARTICIPATION 9 3.1 Financial Incentives. The financial incentives set forth in this Section 3 are full and complete and cannot be modified except by amendment to this Agreement. City is under no obligation to approve any such amendment. 3.2 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 F, a grant in the amount of Fifty Thousand Dollars ($50,000.00) (the Grant). (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 five 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. 3.3 The Property is located in the Jackson Park Historic Preservation District and the Jackson Park Urban Revitalization District and Developer is eligible for property tax abatements on the Minimum Improvements for a period of up to 10 years. Developer must apply for such abatement by February 1st of the assessment year for which the abatement is first claimed, but not later than the year in which all the Minimum Improvements are first assessed for taxation. The application for abatement must contain, at a minimum, the following: a) The nature of the Minimum Improvements; b) The cost of the Minimum Improvement; c) The actual or estimated date of completion; and d) The exemption option to be applied. 3.4 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 G. Prior to the release of any grant funds, City must determine to its satisfaction that the Project is substantially complete and meets the conditions of this Agreement. 3.5 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 H. 10 3.6 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 I. 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. 3.7. 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 to the U.S. Secretary of the Interior's Standards for Rehabilitation. 4.2 [This section intentionally left blank.] 4.3 Books and Records. During the term of this Agreement, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 4.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real property taxes and assessments payable with respect to all and any parts of the Property unless Developer's obligations have been assumed by another person pursuant to the provisions of this Agreement. 4.5 [This section intentionally reserved] 4.6 Insurance Requirements. (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the building (including Minimum Improvements) replacement value when construction is completed. Coverage shall include the "special perils" form and developer shall furnish City with proof of insurance in the form of a certificate of insurance. (2) Upon completion of construction of the Minimum Improvements and up to the Termination Date, Developer shall maintain, or cause to be maintained, at its cost and expense property insurance against loss and/or damage to the building (including the Minimum Improvements) under an insurance policy written with the 11 "special perils" form and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements). Developer shall furnish to City proof of insurance in the form of a certificate of insurance. (3) The term "replacement value" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (4) Developer shall notify City immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 4.7 Preservation of Property. During the term of this Agreement, Developer shall maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum Improvements in good repair and working order, ordinary wear and tear accepted, and from time to time shall make all necessary repairs, replacements, renewals and additions. 4.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, 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. 12 4.10 Non -Transferability. Until such time as the Minimum Improvements are complete Os certified by City under Section 2.5), this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party. Thereafter, with the prior written consent of City, which shall not be unreasonably withheld, Developer shall have the right to assign this Agreement, and upon assumption of the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 4.11 No change in Tax Classification. Developer agrees that it will not take any action to change, or otherwise allow, the classification of the Property for property tax purposes to become other than commercial property and to be taxed as such under Iowa law. This restriction shall terminate upon the termination of this Agreement. Developer may have the Property reclassified in the event the State of Iowa laws are modified to allow a building containing four apartments within one building to be classified as residential for property tax purposes. 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, for the duration of this Agreement, that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as a restaurant and upper -story housing, is in full compliance with the Urban Renewal Plan) (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same); and (2) Not discriminate upon the basis of race, religion, color, sex, sexual orientation, national origin, age or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer. SECTION 5. EVENTS OF DEFAULT AND REMEDIES 5.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: 13 (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 5.2. Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the Developer deemed adequate by City, that the Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) Until issuance of the Certificate of Completion, City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of the Downtown Rehab Loan/Grant and Economic Development Grant to Developer and City may take any action, including any legal action it deems necessary, to recover such amounts from the Developer; (4) City may withhold the Certificate of Completion; or (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 5.3 Re -vesting Title in City Upon Happening of Event Subsequent to Conveyance to Developer. In the event that, subsequent to conveyance of the Property to Developer by City, and prior to receipt by Developer of the Certificate of Completion, but subject to the 14 terms of the mortgage granted by Developer to secure a loan obtained by Developer from a commercial lender or other financial institution to fund the acquisition of Property or construction of the Minimum Improvements on Developer's Property (First Mortgage), an Event of Default under Section 5.1 of this Agreement occurs and is not cured within the times specified in Section 5.2, then City shall have the right to re-enter and take possession of the Property and any portion of the Minimum Improvements thereon and to terminate (and re -vest in City pursuant to the provisions of this Section 5.3 subject only to any superior rights in any holder of the First Mortgage) the estate conveyed by City to Developer, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to Developer shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in the event of default under Section 5.1 on the part of Developer and failure on the part of Developer to cure such default within the period and in the manner stated herein, City may declare a termination in favor of City of the title and of all Developer's rights and interests in and to Property conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interests of Developer, and any assigns or successors in interest to and in Property, shall revert to City (subject to the provisions of Section 5.3 of this Agreement), but only if the events stated in Section 5.1 of this Agreement have not been cured within the time period provided above, or, if the events cannot be cured within such time periods, Developer do not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's first mortgage lender, in a form reasonably acceptable to City and to Developer's first mortgage lender. 5.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the re -vesting in City of title to the Property as provided in Section 5.3 of this Agreement, City shall, pursuant to its responsibility under law, use its best efforts, subject to any rights or interests in such property or resale granted to any holder of a First Mortgage, to resell the Property or part thereof as soon and in such manner as City shall find feasible and consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party or parties (as determined by City in its sole discretion) who will assume the obligation of making or completing the Minimum Improvements or such other improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such the Property or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such property or proceeds granted to any holder of a First Mortgage upon such resale of the Property the proceeds thereof shall be applied: (1) First, to pay and discharge the First Mortgage; (2) Second, to pay the principal and interest on mortgage(s) created on the Property, or any portion thereof, or any improvements thereon, previously acquiesced in by City pursuant to this Agreement. If more than one mortgage on the Property, or any portion thereof, or any improvements thereon, has been previously acquiesced in by City pursuant to this Agreement and insufficient proceeds of the resale exist to pay the principal of, and interest on, each such mortgage in full, then such proceeds of the resale as are available shall be used to 15 pay the principal of and interest on each such mortgage in their order of priority, or by mutual agreement of all contending parties, including Developer, or by operation of law; (3) Third, to reimburse City for all allocable costs and expenses incurred by City, including but not limited to salaries of personnel, in connection with the recapture, management and resale of the Property or part thereof (but Tess any income derived by City from the Property or part thereof in connection with such management); any payments made or necessary to be made to discharge any encumbrances or liens (except for mortgage(s) previously acquiesced in by the City) existing on the Property or part thereof at the time of re -vesting of title . thereto in City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, default or acts of Developer, its successors or transferees (except with respect to such mortgage(s)), any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property or part thereof, and any amounts otherwise owing to City (including water and sewer charges) by Developer and its successors or transferees; and (4) Fourth, to reimburse Developer and Employer up to the amount equal to (1) the sum of the Purchase Price paid to City for the Property and the cash actually invested by such party in making any of the Minimum Improvements on the Property, less (2) any gains or income withdrawn or made by Developer or Employer from this Agreement or the Property. 5.5 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. 5.6 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. 5,7 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. 16 5.8 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: Weaver Castle, LLC Attn: Danielle Stelpflug 7693 Pigeon River Road Lancaster, WI 53813 With copy to: Drake Law Firm, P.C. Flint Drake 2254 Flint Hill Dr Dubuque, IA 52003 If to City: City Manager 50 W. 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 With copy to: City Attorney City Hall 50 W. 13th Street Dubuque IA 52001 or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section. 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 December 31, 2023 (the Termination Date). 17 6.4. Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine. The parties intend that the faxed signatures constitute original signatures and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding on the parties. 6.5 Memorandum of Development Agreement. Developer shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit D in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF DU By UQUE, IOWA Lei Roy D. o Mayor Attes Kevin S ` irnstahl City Clerk 18 WEAVER CASTLE LLC By Danielle Stelpflug, Manager 6.4. Execution By Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine. The parties intend that the faxed signatures constitute original signatures and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding on the parties. 6.5 Memorandum of Development Agreement. Developer shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit D in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF DUBUQUE, IOWA WEAVER CASTLE LLC By Roy D. Buol Danielle .1, Manager Mayor -11rmscxn Attest: Kevin S. Firnstahl City Clerk 18 (City Seal) STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this/ day of 2( before me the undersigned, a Notary Public in and for the said CoGnty 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, o i, and by them voluntarily executed. Notary Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS PAMELA J. McCARUON Commission Nurrn cr 772419 My Comm. Exp. 4—S-_2c'L On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Danielle Stelpflug, to me personally known, who, being by me duly sworn, did say that he is Manager of Weaver Castle LLC. the limited liability company executing the instrument to which this is attached and that as said Manager of Weaver Castle 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 19 (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. Notary Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS 4)01441SONJ On this 2J day of AtrOuSi— 2013, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Danielle ..Stelpfieg, to me personally known, who, being by me duly sworn, did say that he is Manager of Weaver Castle LLC. the limited liability company executing the instrument to which this is attached and that as said Manager of Weaver Castle LLC. acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. IbNe rD1A075L15 CoBmAmRisizisloYnAlkiUH My Comm. Exp. 19 LIST OF EXHIBITS EXHIBIT A — City Attorney's Certificate EXHIBIT B — Opinion of Developer's Counsel EXHIBIT C — City Certificate EXHIBIT D — Memorandum of Development Agreement EXHIBIT E — Urban Renewal Plan EXHIBIT F — Downtown Housing Incentive Program EXHIBIT G - Planning and Design Grant Program EXHIBIT H - Facade Grant Program EXHIBIT I - Financial Consultant Grant Program EXHIBIT J - Certification of Completion EXHIBIT K — Warranty Deed 20 Y.N\BV1 P S�F�Cf NBY S GER 21 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear (DATE) I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_. The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20�, are correct. BAL:tls 22 Very sincerely, Barry A. Lindahl, Esq. City Attorney EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 23 Mayor and City Councilmembers City Hall 13t 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 , 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 , 2013. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a limited liability company organized and existing under the laws of the State of Iowa and has full power and authority to execute, deliver and perform in full the 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 a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. To our actual knowledge with no duty to inquire, the execution, delivery and performance by Developer of the Development Agreement and the carrying out of the teitns 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. To our actual knowledge with no duty to inquire, there are no actions, suits or proceedings pending or threatened against or affecting. Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer's ability to perform Developer's obligations thereunder. This opinion is rendered for the sole benefit of the City of Dubuque and no other party may rely on this opinion. 24 This opinion is rendered and valid as of the date of this letter and we have no duty to update this opinion for any matters which come to our knowledge after the date of this letter. Sincerely, 25 G O1Y G 26 City Miubiger's Office 50 `Vest 13th Street Dubuque, T Dura 52001-4354 (563) 589-4110phone (553);589-4149' Fax gr oatyofdubuqua.ory Dear (DATE) I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20 On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit B. (2) City shall exercise its best efforts to cooperate with Developer in the development process. (3) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (4) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the charter of City, any evidence of indebtedness, agreement or instrument of whatever nature to which City is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (5) There are no actions, suits or proceedings pending or threatened against or affecting City in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which 27 affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (7) The representations and warranties contained in this article shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. MCVM:jh 28 Sincerely, Michael C. Van Milligen City Manager 1' ��MENT EX�vE�pPMENT PGR RPNo �'0 MEMS 29 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Weaver Castle LLC. was made regarding the following described premises: ii LOT 5 OF LOTS 10 & 11 & SE 26.9' OF LOT 12 COOLEY'S SUB AND NW 23.3' OF LOT 12 & SE 8.3' OF LOT 13 COOLEYS SUB 348-348 1/2 W LOCUST ST 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 WEAVER CASTLE LLC. By By Roy D. Buol Mayor Attest: Danielle Stelpflug, Manager Kevin S. Firnstahl City Clerk STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of , 20_, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa STATE OF IOWA 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 Danielle Stelpflug, to me personally known, who, being by me duly sworn, did say that he is Manager of Weaver Castle LLC., the limited liability company executing the instrument to which this is attached and that as said Manager of Weaver Castle 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, State of Iowa 31 e Vrbar` EXRevle a\ P\a 32 Prepared by: Return to: Phil Wagner, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (563) 589-4393 Kevin S. Firnstahl, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (563) 589-4121 AMENDED and RESTATED URBAN RENEWAL PLAN Greater Downtown Urban Renewal District (A merger of the Downtown Dubuque, Ice Harbor, Kerper Boulevard, East 7th Street and Quebecor Urban Renewal Districts) City of Dubuque, Iowa This Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District traces its beginnings to the merger of the Downtown Urban Renewal Area Project Number Iowa R-15, originally established by Resolution 123-67 by the City Council of the City of Dubuque, Iowa on May 18, 1967 and subsequently amended and restated by Resolution 79-71 on March 15, 1971, by Resolution 73-74 on March 11, 1974, by Resolution 107-82 on May 3, 1982, by Resolution 191-84 on June 25, 1984, by Resolution 371-93 on December 6, 1993, by Resolution 145-94 on May 2, 1994, by Resolution 479-97 on November 17, 1997, by Resolution 476-98 on October 19, 1998 and by Resolution 187-02 on April 1, 2002, with the Ice Harbor Urban Renewal District, originally established by Resolution 403-89 of the City Council of the City of Dubuque, Iowa on December 18, 1989 and subsequently amended and restated by Resolution 241- 00 on June 5, 2000 and by Resolution 114-02 on March 4, 2002. The Urban Renewal Plan for the Greater Downtown Urban Renewal District resulting from that merger was later amended by Resolution 170-04 on April 19, 2004, by Resolution 391-06 on August 21, 2006, by Resolution 108-07 on February 20th, 2007, by Resolution 597-07 on December 17, 2007, by Resolution 300-08 on September 2, 2008, by Resolution 393-09 on October 5, 2009, and by Resolution 26-10 on July 19, 2010. On May 2, 2011 the Kerper Boulevard Industrial Park Economic Development District originally established by Resolution 274-94 on August 15, 1994 and the East 7th Street Economic Development District, originally established by Resolution 144-97 on April 7, 1997 were merged into and became part of the Greater Downtown Urban Renewal District, pursuant to Resolution 155-11 approved on May 2, 2011. The Quebecor Economic Development District, originally established by Resolution 479-02 on September 16, 2002, was merged into and became part of the Greater Downtown Urban Renewal District pursuant to Resolution 271-12 approved on October 1, 2012. The Urban Renewal Plan for the Greater Downtown Urban Renewal District resulting from that merger and amendment was thereafter amended and restated by Resolution -13 on June 03, 2013. 33 EXHIBIT F DOWNTOWN HOUSING INCENTIVE PROGRAM 34 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 Masterpiece ece an"'the Mississippi DOWNTOWN HOUSING INCENTIVE PROGRAM David J. Heiar Economic Development Director dheiar(a�cityofdubuque.orq October 30, 2012 Phil Wagner Asst. Economic Development Director pwagneracityofdubuque.orq 50 West 13th Street Dubuque, IA 52001 563-589-4393 Projects 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.org/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. 35 • 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. • 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. 36 EXHIBIT G PLANNING AND DESIGN GRANT PROGRAM 37 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. 38 39 FACADE GRANT INFORMATION This program provides grants in the Greater Downtown Urban Renewal District for front or rear facade renovation to restore the facade to its historic appearance, or improve the overall appearance. Amount of Grant: 1:1 matching grant not to exceed ten thousand dollars ($10,000) shall be awarded by the City to qualifying projects based on total eligible project costs. (Example: $8,500 in eligible project costs would receive a $4,250 grant matched by $4,250 in private contribution; $20,000 or greater eligible project costs would receive the maximum $10,000 grant.) Grant Specific Conditions: • Reimbursement is for labor and material costs associated with facade improvements, including, but not limited to rehabilitating or improving windows, paint, signage, or awnings to enhance overall appearance. • Landscaping or screening with fencing or retaining walls may be a reimbursable expense if a determination is made that property is improved adjacent to public right-of-way. • In order to receive reimbursement for repointing, a mortar analysis sample must be provided for each facade 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. 40 EXHIBIT I FINANCIAL CONSULTANT GRANT PROGRAM 41 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. 42 43 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 Weaver Castle, LLC (the "Grantee"), in accordance with a Development Agreement dated as of [Date] (the "Agreement"), certain real property located within the Greater Downtown Urban Renewal District of the Grantor and as more particularly described as follows: LOT 5 OF LOTS 10 & 11 & SE 26.9' OF LOT 12 COOLEY'S SUB AND NW 23.3' OF LOT 12 & SE 8.3' OF LOT 13 COOLEYS SUB 348-348 1/2 W LOCUST ST (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 2.5 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. (SEAL) CITY OF DUBUQUE, IOWA 44 By: Mike Van Milligen, City Manager 45 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 46 41