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
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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.
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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.
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(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.
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(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.
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(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
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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.
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(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
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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
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.
as aro
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: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
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"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:
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(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