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Enterprise Zone_Community Housing Initiatives I & IITHE CITY OF Dui Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque band AI -America City r 2007 • 2012 • 2013 SUBJECT: Housing Enterprise Zone Program Agreement Numbers 14-HEZ-075 and 14-HEZ-097 for Community Housing Initiatives, Inc., dated March 12, 2014 DATE: May 29, 2014 Economic Development Director Maurice Jones recommends City Council approval of two Housing Enterprise Zone Program Agreements by and among the Iowa Economic Development Authority, the City and Community Housing Initiatives, Inc. for scattered sites in Enterprise Zones 1-A and 2-A. Community Housing Initiatives, Inc. has estimated a capital investment of approximately $1,800,000 within the Enterprise Zone. This agreement will provide State of Iowa financial benefits to a local housing developer making a substantial investment in our downtown. There is no commitment within the agreement of any further City assistance. I concur with the recommendation and respectfully request Mayor and City Council approval. 7.- Mic ael C. Van Milligen bc./1144 0.4 MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Maurice Jones, Economic Development Director THE CITY OF Dui Masterpiece on the Mississippi Dubuque katil All -America City 1111 2007 • 2012 •2013 Economic Development Department 50 West 13th Street Dubuque, Iowa 52001-4864 Office (563) 589-4393 TTY (563) 690-6678 http://www.cityofdubuque.org TO: Michael Van Miliigen, City Manager FROM: Maurice Jones, Economic Development Director SUBJECT: Housing Enterprise Zone Program Agreement Numbers 14-HEZ-075 and 14-HEZ-097 for Community Housing Initiatives, Inc. dated March 12, 2014 DATE: May 27, 2014 INTRODUCTION This memorandum presents for City Council approval two Housing Enterprise Zone Program Agreements by and among the Iowa Economic Development Authority (IEDA), the City and Community Housing Initiatives, Inc. The City Council is requested to adopt a resolution approving the agreement. BACKGROUND On December 19, 2013, the City Enterprise Zone Commission approved two applications to IEDA on behalf of Community Housing Initiatives, Inc. for Housing Enterprise Zone benefits related to the redevelopment of scattered sites in Enterprise Zones 1-A and 2-A. IEDA approved the application on December 19, 2013. DISCUSSION Attached to this memorandum is a resolution that provides for the approval of the agreements for Housing Enterprise Zone benefits for Community Housing Initiatives, Inc. The resolution authorizes and directs the Mayor to execute the agreements on behalf of the City. The agreements outline the State benefits that will accrue to Community Housing Initiatives, Inc. based on their role as developer of the housing projects. The projects will provide a total of 18 new affordable housing units in the downtown area. Community Housing Initiatives, Inc. has estimated a capital investment of approximately $1,800,000 within the Enterprise Zone. This agreement will provide State of Iowa financial benefits to a local housing developer making a substantial investment in our downtown. There is no commitment within the agreement of any further City assistance. RECOMMENDATION/ ACTION STEP I recommend that the City Council approve the proposed Housing Enterprise Zone Program Agreement for Community Housing Initiatives, Inc. for scattered sites in Enterprise Zones 1-A and 2-A by adopting the attached resolution. RESOLUTION NO. 161-14 APPROVING A HOUSING ENTERPRISE ZONE PROGRAM AGREEMENT BY AND AMONG THE IOWA ECONOMIC DEVELOPMENT AUTHORITY, THE CITY OF DUBUQUE AND COMMUNITY HOUSING INITIATIVES, INC. Whereas, the City of Dubuque has established two Enterprise Zones and an Enterprise Zone Commission; and Whereas, the Enterprise Zone Commission on December 19, 2013 approved two applications of Community Housing Initiatives, Inc. for Housing Enterprise Zone benefits; and Whereas, the applications were sent to the Iowa Economic Development Authority for consideration and approval; and Whereas, Community Housing Initiatives, Inc.'s applications were approved by the Iowa Economic Development Authority on March 12, 2014; and Whereas, the Iowa Economic Development Authority has prepared and submitted for City Council approval two agreements relating to Housing Enterprise Zone benefits for Community Housing Initiatives, Inc., a copy of which are attached hereto and by this reference made a part hereof; and Whereas, the City Council finds that the proposed agreement is acceptable and necessary to the growth and development of the city. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Iowa Economic Development Authority Housing Enterprise Zone Program Agreement, Numbers 14-HEZ-075 and 14-HEZ-097 is hereby approved. Section 2. That the Mayor is hereby authorized and directed to execute the Agreement on behalf of the City of Dubuque and forward the executed copy to the Iowa Economic Development Authority for its approval. Passed, approved and adopted this 2nd day of June, 2014. Attest: D. Buol, Mayor IOWA ECONOMIC DEVELOPMENT AUTHORITY 200 East Grand Avenue 1 Des Moines, Iowa 50309 USA 1 Phone: 515.725.3000 iowaeconomicdevelopment.com May 22, 2014 Phil Wagner City of Dubuque 50 W. 13th Street, Second Floor Dubuque, IA 52001 RE: Housing Enterprise Zone Program Agreement # 14-HEZ-097 Dear Mr. Wagner: economic development Enclosed is the Housing Enterprise Zone Program Agreement for Community Housing Initiatives, Inc. This agreement must be signed by representatives from the business, City of Dubuque, and the Iowa Economic Development Authority in order for Community Housing Initiatives, Inc. to receive Enterprise Zone benefits. Please have an official of the City of Dubuque and an official of Community Housing Initiatives, Inc., review it, sign it, and send the agreement to me. When all the necessary signatures have been obtained, I will send you a copy of the executed agreement for your files. If you have any questions about the agreement, please do not hesitate to contact me. For questions on your actual project please contact me at 515.725.3128. Sincere) co Jeremy : • cock Project Manager Enclosure Cc: (w/o enclosure) Doug LaBounty, Community Housing Initiatives, Inc.. File Governor Terry E. Branstad 1 Lt. Governor Kim Reynolds 1 Director Debi V. Durham IOWA ECONOMIC DEVELOPMENT AUTHORITY HOUSING ENTERPRISE ZONE PROGRAM AGREEMENT EZ AGREEMENT NUMBER: APPLICATION APPROVAL DATE: AGREEMENT EFFECTIVE DATE: 14-HEZ-097 March. 12, 2014 •March 12, 2014 ENTERPRISE ZONE NAME: Dubuque EZ -2A located in Dubuque County ZONE 8XPIRATION DATE: November 15, 2017 THIS ENTERPRISE ZONE AGREEMENT is made by and among the Iowa Economic Development Authority, 200 East Grand Avenue, Des Moines, Iowa 50309 ("Authority" or "IEDA"), City of Dubuque, 50 W. 13th Street, Second Floor, Dubuque, IA 52001, ("Community") and Community Housing Initiatives, Inc., 500 East Locust Street, Suite 500, Des Moines, IA 50309, ("Housing Business"). WHEREAS, the purpose of the Enterprise Zone Program is to promote new economic development in economically distressed areas; and WHEREAS, the Community has designated and the Authority has certified the Enterprise Zone identified above; and WHEREAS, eligible housing businesses with projects located in a certified Enterprise Zone are authorized under this program to receive certain tax incentives and assistance; and WHEREAS, the Enterprise Zone Commission responsible for the above -identified Zone has recommended approval and the Authority has found the Housing Business' application to be consistent with the Act's eligibility requirements; and NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall apply: 1.1 "Act" means 2005 Iowa Code sections 15E.191 through 15E.196 as amended by 2005 Iowa Acts, House File 857 and House File 882. 1.2 "Administrative Rules" means 261 Iowa Administrative Code, chapter 59. 1.3 "Agreement Effective Date" means the date this Agreement becomes effective andtheHousing Business is authorized to receive program benefits. 1.4 "Agreement Expiration Date" means the date this Agreement ceases to be in force and effect. This Agreement shall remain in effect until IEDA receives written verification that all 9 units have been certified for occupancy. 1.5 "Application Approval Date" means the date, as identified above, on which the Director or Director's designee of the IEDA approved the Housing Business' Enterprise Zone application. 1.6 'Board" means the I EDA Board. 1.7 "Commission"or "Enterprise Zone Commission" means the Enterprise Zone commission established by the Community responsible for the certified Enterprise Zone. HEZ Format revised 3/2008; Form reference 11/2013 EZ Agreement # 14-HEZ-097 Page 2 1.8 "IDR" means the Iowa Department of Revenue. 1.9 "Enterprise Zone" means the site within the Community certified by the Board for the purpose of attracting private investment. 1.10 'Project" means the activity, or set of activities, described in this Agreement and the Enterprise Zone application approved by IEDA. 1.11 "Project Completion" means the date of completion of construction or if this Project involves rehabilitation, the date all improvements included in the Project are completed. ARTICLE II ENTERPRISE ZONE BENEFITS 2.1 Benefits. The following Enterprise Zone benefits authorized by the Act and IEDA administrative rules are available to the Housing Business under this Agreement: (a) investment Tax Credit. The Housing Business may claim an investment tax credit up to a maximum of 10 percent of the new investment which is directly related to the building or rehabilitating of the units stated in Article IV, Section 4.1 of this. Agreement. - New investment which is directly related to the building or rehabilitating units includes the following costs: land, surveying, architectural services, building permits, inspections, interest on the construction loan, building materials, roofing, plumbing materials, electrical materials, amounts paid to subcontractors for labor and materials provided, concrete, labor, landscaping, appliances normally provided with a new home, heating and cooling equipment, millwork, drywall and drywall materials, nails, bolts, screws, and floor coverings. New investment does not include the machinery, equipment, hand or power tools necessary to build or rehabilitate homes. The new investment that may be used to compute the tax credit shall not exceed the new investment used for the first one hundred forty thousand dollars of value for each unit. In determining the tax credit, new investment financed through federal, state, and local government tax credits, grants, and forgivable loans shall not be included. The tax credit may be used to reduce tax liabilities imposed under Iowa Code chapter 422, Division II, Division III or Division V or under Iowa Code chapter 432. Any credit in excess of the tax liability for the tax year may be credited to the tax liability for the following seven years or until depleted, whichever occurs earlier. If the business is a partnership, subchapter S corporation, limited liability company, or estate or trust electing to have the income taxed directly to the individual, an individual may claim the tax credit allowed. The amount claimed by the individual shall be based upon the pro -rata share -of the individual's earnings of the partnership, subchapter S corporation, limited liability company, or estate or trust. Transferable replacement tax credit certificates may be issued by the Authority to projects as described in Iowa Administrative Code 59.8(2)a.(8) and Iowa Administrative Code 59.8(2)a.(9): (i) Approved housing development projects using low-income housing tax credits authorized under Section 42 of the Internal Revenue Code and as described in Iowa Administrative Code 59.8(2)a.(8). (ii) Approved housing development projects located in a brownfield site as defined in section 15.291 or housing development projects located in a blighted area as defined in section 403.17 and as described in Iowa Administrative Code 59.8(2)a.(9). The Authority shall not issue more than three million dollars worth of transferable tax credits for housing developments that are located in a brownfield site as defined in section 15.291 or housing developments located in a blighted area as defined in section 403.17 in a calendar year. The Authority shall not issue more than one million five hundred thousand dollars in tax credit certificates for transfer to any one eligible housing Format revised 10/2005 EZ Agreement # 14-HEZ-097 Page 3 business assisted in a brownfield site as defined in section 291 or in a blighted area as defined in section 403.17. (b) Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Housing Business is eligible for a refund of sales, service and use taxes paid by an eligible business, including an eligible business acting as a contractor or subcontractor as authorized in Iowa Code section 15.331A. (1) The Housing Business may apply fora refund of the sales and use taxes paid under Iowa Code chapters 422 and 423 for gas, electricity, water or sewer utility services, goods, wares, or merchandise, or on services rendered, furnished, or performed to or for a contractor or subcontractor and used in the fulfillment of a written contract relating to the construction or rehabilitation of the units within the Enterprise Zone. (ii) Taxes attributable to intangible property and furniture and furnishings shall not be refunded. To receive a refund of the sales, service and use taxes paid to contractors or subcontractors, the Housing Business must, within one year after Project Completion, make an application to the IDR. 2.2 Duration Of Benefits. The Enterprise Zone designation shall remain in effect for ten years following the date of certification. Any state incentives orassistancethat may be conferred must be conferred before the designation expires. However, the benefits of the incentive or assistance may continue beyond the expiration of . the Enterprise Zone designation. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUSINESS To induce the Authority and the Community to authorize Enterprise Zone benefits referred to in this Agreement, the Housing Business represents, covenants and warrants that: 3.1 Authority. The Housing Business is a corporation duly organized and validly existing under the laws of its state of incorporation and is in good standing, and has complied with all applicable laws of the State of Iowa. The Housing Business is duly authorized and empowered to execute and deliver this Agreement. All action on the Housing Business' part (e.g. where required, appropriate resolution of its Board of Directors) for the execution and delivery of this Agreement, has been effectively taken. 3.2 Business Information. All written financial statements and related materials concerning the Housing Business and the Project provided to the Authority and the Community are true and correct in all material respects and completely and accurately represent the subject matter thereof as of the effective date of the statements and related materials, and no material adverse change has occurred since that date. 3.3 Application. The contents of the application the Housing Business submitted to the Authority for Enterprise Zone program benefits (Attachment A) is a complete and accurate representation of the Housing Business and the Project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel of the Housing Business since the date the Housing Business submitted its application to the Authority. The application and any requested changes must be approved in writing by the local enterprise zone commission prior to acceptance by the Authority. 3.4 Claims And Proceedings. There are no actions, lawsuits or proceedings pending or, to the knowledge of the Housing Business, threatened against the Housing Business affecting in any manner whatsoever its rights to execute this Agreement or to otherwise comply with the obligations of the Housing Business contained under this Agreement. There are no actions, lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the ,Housing Business, threatened against the Housing Business or affecting the Housing Business' ability to proceed with the Project. 3.5 Permits. All necessary permits have been issued or will be applied for in a timely manner with reasonable expectation that they will be issued. Format revised 10/2005 EZ Agreement # 14-HEZ-097 Page 4 ARTICLE IV CONDITIONS TO RECEIPT OF ENTERPRISE ZONE BENEFITS The Enterprise Zone Benefits authorized under Article II of this Agreement are available to the Housing Business provided the Housing Business, (and where applicable, the Community) satisfies each of the following conditions: 4.1 Build or Rehabilitate. The Housing Business must rehabilitate (rehab) 9 single family units in the Dubuque EZ -2A Enterprise Zone. 4.2 Modest Homes. The single-family homes and dwelling units which are rehabilitated or constructed by the Housing Business shall be modest homes or units, but shall include the necessary amenities. When completed and made available for occupancy, the single-family homes and .dwelling units shall meet the United Sates Authority of Housing and Urban Development's housing quality standards and local safety standards. 4.3 Completed within Two Years. The Housing Business shall complete its building or rehabilitation within two years from the time the Housing Business begins construction or rehabilitation of the units described in Section 4.1. 4.4 Records And Accounts. The Housing Business shall maintain information, books, records, documents and other evidence concerning the Project, in sufficient detail to permit the Authority and the Community to assess compliance with the terms of this Agreement. The Housing Business shall retain the aforementioned records for a period of three (3) years from the Agreement Expiration Date. 4.5 Access To Records/Inspections. The Housing Business shall, upon prior reasonable notice and at any time (during normal business hours), permit the Community and its representatives and the Authority, its representatives or the State Auditor to examine, audit and/or copy: (i) any plans and work details pertaining to the Project, (ii) all of the Housing Business' books, records and accounts relating to the Project, and (iii) all other documentation or materials related to this Agreement. The Housing Business shall provide proper facilities for making such examination and/or inspection. Records of the Housing Business furnished to the Authority in connection with this Project are subject to the provisions of Iowa Code chapter 22 and administrative rules adopted by the Authority -concerning public records and requests for confidential treatment of records. 4.6 Notice Of Proceedings. The Housing Business shall promptly notify the Community and IEDA of the initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Housing Business which would adversely impact the Project. 4.7 Reports; Community Monitoring/Reporting. (a) The Housing Business shall prepare, sign and submit the following reports: Report Due Date Annual Certification January 30 The Housing Business shall, for the length of its designation as an Enterprise Zone business, certify annually to the Community and the Authority its compliance with the requirements of the Act. The Housing Business shall use the form provided by the Authority for its annual certification. Documentation of compliance with the conditions detailed in Article IV shall be included with the annual certification. Format revised 10/2005 EZ Agreement # 14-HEZ-097 Page 5 4.8 Notice Of Business Changes. The Housing Business shall provide prompt advance notice to the Community and the Authority of any proposed change in the Housing Business ownership, structure or control which would materially and directly affect the Project. ARTICLE V DEFAULT AND REPAYMENT 5.1 Events Of Default. Enterprise Zone benefits described in Article II are only available to the Housing Business to the extent the Housing Business satisfies the conditions described in Article IV. Any of the following shall constitute an Event of Default under this Agreement: (a) Material Misrepresentation. If at any time any representation, warranty or statement made or furnished to the Authority or the Community by, or on behalf of, the Housing Business in connection with this Agreement shall be determined by the Authority to be incorrect, false, misleading or erroneous in any material respect when made or furnished. (b) Breach Of Agreement. If there is a failure of the Housing Business to comply with any of the covenants, terms or conditions contained in this Agreement. (c) Relocation Or Abandonment. If there is an abandonment of the Project and the Housing Business fails to renew the Project within the Enterprise Zone within 30 days. If the relocation or abandonment is due to a natural disaster (e.g. flood, tornado), the Housing Business shall have 120 days to renew the Project within the Enterprise Zone. (d) Insolvency Or Bankruptcy. If the Housing Business becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the Housing Business applies for or consents to the appointment of a trustee or receiver for the Housing Business or for the major part of its property; or if a trustee or receiver is appointed for the Housing Business or for all or a substantial part of the assets of the Housing Business and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Housing Business and, if instituted against the Housing Business, is consented to, or, if contested by the Housing Business is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution. 5.2 Notice Of Default. (a) From Authority. If, through the annual certification report or other means, the Authority has reason to believe the Housing Business is in default of the terms of this Agreement, the Authority will issue a written notice of default to the Housing Business, setting forth the nature of the default in reasonable specificity, and providing therein a reasonable period of time, which shall not be less than 30 days from the date of the notice of default, in which the Housing Business shall have an opportunity to cure, provided that cure is possible and feasible. A copy of any Notice of Default will also be provided to the Community and IDR. (b) From Community. If, through monitoring, auditing or other means, the Community has reason to believe the Housing Business is in default of the terms of this Agreement, the Community will issue a written notice of default to the Housing Business, setting forth the nature of the default in reasonable specificity, and providing therein a reasonable period of time,_which shall not be less than 30 days from the date of the notice of default, in which the Housing Business shall have an opportunity to cure, provided that cure is possible and feasible. A copy of any Notice of Default will also be provided to the Authority and IDR. Format revised 10/2005 EZ Agreement # 14-HEZ-097 Page 6 5.3 Repayment; Loss of Benefits. (a) Failure to meet/maintain requirements. If the Housing Business fails in any year to meet or. maintain any one of the requirements of the Act, the Housing Business shall repay the value of the incentives received for each year during which it was not in compliance. (b) IDR recovery. Once it has been established, through the Housing Business' annual certification, monitoring, audit or otherwise, that the Housing Business is required to repay all or a portion of the incentives received, the IDR shall collect the amount owed. IDR has the authority, pursuant to the Act, to recover the value of state taxes or incentives provided under the Act. The value of state incentives provided under the Act includes applicable interest and penalties. ARTICLE VI GENERAL TERMS AND PROVISIONS 6.1 Compliance With Laws And Regulations. The Housing Business shall comply with all applicable State and federal laws, rules (including the administrative rules adopted by the Authority for the Enterprise Zone Program - 261 Iowa Administrative Code, chapter 59), ordinances, regulations and orders. 6.2 Termination. This Agreement may be terminated by the Authority or the Community: (a) in the event of an unremedied material Event of Default by the Housing Business under Article V of this Agreement; or (b) by mutual agreement of all parties. 6.3 Survival Of Agreement. If any portion of this Agreement is held to be invalid or unenforceable, the remainder shall be valid and enforceable. 6.4 Governing Law. This Agreement shall be interpreted in accordance with the law of the State of Iowa, and any action relating to this Agreement shall only be commenced in the Iowa District Court for Polk County or the United States District Court for the Southern District of Iowa. 6.5 Modification. This Agreement may only be modified by a written document signed by all Parties. 6.6 Notices. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be in writing, enclosed in an envelope, addressed to the party to be notified at the address heretofore stated (or at such other address as may have been designated by written notice), properly stamped, sealed and deposited in the United States Mail. Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or three (3) business days after posting. The Authority may rely on the addresses of the Housing Business and Community set forth heretofore, as modified from time to time, as being the addresses of the Community and Housing Business. 6.7 Waivers. No waiver by a party of any Event of Default hereunder shall operate as a waiver of any other Event of Default or of the same Event of Default on any future occasion. No delay on the part of a party in exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by a party shall preclude future exercise thereof or the exercise of any other right or remedy. 6.8 Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction and interpretation of this Agreement. 6.9 Integration.. This Agreement contains the entire understanding between the Community, Housing Business and the Authority and any representations that may have been made before or after the signing of this Agreement, which are not contained herein, are nonbinding, void and of no effect. None of the parties have relied on any such prior representation in entering into this Agreement. 6.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument, Format revised 10/2005 EZ Agreement # 14-HEZ-097 Page 7 6.11 Document Incorporated By Reference. The following document is hereby incorporated by reference: (a) Attachment A, "Housing Business' Enterprise Zone Application." Due to its size, Attachment A will not be attached to this Agreement, but will be kept on file at the Iowa Economic Development Authority. It shall, nevertheless, be considered an incorporated element of this Agreement. 6.12 Order Of Priority. In the event of a conflict between documents of this Agreement, the following order of priority shall govern: (a) Articles 1 through 6 herein. (b) Attachment A, "Housing Business' Enterprise Zone Application." IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date first stated: FOR THE COMMUNITY: FOR IEDA: City of Du; uque Signatur D Roy D. Buol, Mayor Type or Print Name, Title FORTH S IN_ SINESS: C mu i Hous n Initi..tives c (sa g Inc. J Signature (—a/� cx oursl" re -5 �� Type Print Name,�tle Deborah V. Durham, Director Format revised 10/2005 ATTACHMENT A Housing Business' Enterprise Zone Application Due to its size, Attachment A will not be attached to this Agreement, but will be kept on file at the Iowa Economic Development Authority. It shall, nevertheless, be considered an incorporated element of this Agreement. HEZ Format revised 3/2008; Form reference 11/2013 IOWA ECONOMIC DEVELOPMENT AUTHORITY 200 East Grand Avenue 1 Des Moines, Iowa 50309 USA 1 Phone: 515.725.3000 iowaeconomicdevelopment.com May 22, 2014 Phil Wagner City of Dubuque 50 W. 13th Street, Second Floor Dubuque, IA 52001 RE: Housing Enterprise Zone Program Agreement # 14-HEZ-075 Dear Mr. Wagner: is )WA economic development Enclosed is the Housing Enterprise Zone Program Agreement for Community Housing Initiatives, Inc. This agreement must be signed by representatives from the business, City of Dubuque, and the Iowa Economic Development Authority in order for Community Housing Initiatives, Inc. to receive Enterprise Zone benefits. Please have an official of the City of Dubuque and an official of Community Housing Initiatives, Inc., review it, sign it, and send the agreement to me. When all the necessary signatures have been obtained, I_will send you a copy of the executed agreement for your files. If you have any questions about the agreement, please do not hesitate to contact me. For questions on your actual project please contact me at 515.725.3128. incerely, Jeremy Babcock Project Marnaer Enclosure Cc: (w/o enclosure) Doug LaBounty, Community Housing Initiatives, Inc. File Governor Terry E. Branstad 1 Lt. Governor Kim Reynolds 1 Director Debi V. Durham IOWA ECONOMIC DEVELOPMENT AUTHORITY HOUSING ENTERPRISE ZONE PROGRAM AGREEMENT EZ AGREEMENT NUMBER: APPLICATION APPROVAL DATE: AGREEMENT EFFECTIVE DATE: 14-HEZ-075 March 12, 2014 March 12, 2014 ENTERPRISE ZONE NAME: Dubuque EZ -1A located in Dubuque County ZONE EXPIRATION DATE: November 15, 2017 THIS ENTERPRISE ZONE AGREEMENT is made by and among the Iowa Economic Development Authority, 200 East Grand Avenue, Des Moines, Iowa 50309 ("Authority" or "IEDA"), City of Dubuque, 50 W. 13th Street, Second Floor, Dubuque, IA 52001, ("Community") and Community Housing Initiatives, Inc., 500 East Locust Street, Suite 500, Des Moines, IA 50309, ("Housing Business"). WHEREAS, the purpose of the Enterprise Zone Program is to promote new economic development in economically distressed areas; and WHEREAS, the Community has designated and the Authority has certified the Enterprise Zone identified above; and WHEREAS,eligible housing businesses with projects located in a certified Enterprise Zone are authorized under this program to receive certain tax incentives and assistance; and WHEREAS, the Enterprise Zone Commission responsible for the above -identified Zone has recommended approval and the Authority has found the Housing Business' application to be consistent with the Act's eligibility requirements; and NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall apply: 1.1 "Act" means 2005 Iowa Code sections 15E.191 through 15E.196 as amended by 2005 Iowa Acts, House File 857 and House File 882. 1.2 "Administrative Rules" means 261 Iowa Administrative Code, chapter 59. 1.3 "Agreement Effective Date" means the date this Agreement becomes effective and the Housing Business is authorized to receive program benefits. 1.4 "Agreement Expiration Date means the date this Agreement ceases to be in force and effect. This Agreement shall remain in effect until IEDA receives written verification that all 9 units have been certified for occupancy. 1.5 "Application Approval Date" means the date, as identified above, on which the Director or Director's designee of the IEDA approved the Housing Business' Enterprise Zone application. 1:6 "Board" means the IEDA Board. 1.7 "Commission"or "Enterprise Zone Commission" means the Enterprise Zone commission established by the Community responsible for the certified Enterprise Zone. HEZ Format revised 3/2008; Form reference 11/2013 EZ Agreement # 14-HEZ-075 Page 2 1.8 "IDR" means the Iowa Department of Revenue. 1.9 "Enterprise Zone" means the site within the Community certified by the Board for the purpose of attracting private investment. 1.10. "Project" means the activity, or set of activities, described in this Agreement and the Enterprise Zone application approved by IEDA. 1.11 "Project Completion" means the date of completion of construction or if this Project involves rehabilitation, the date all improvements included in the Project are completed. ARTICLE II ENTERPRISE ZONE BENEFITS 2.1 Benefits. The following Enterprise Zone benefits authorized by the Act and IEDA administrative rules are available to the Housing Business under this Agreement: (a) Investment Tax Credit. The Housing Business may claim an investment tax credit up to a maximum of 10 percent of the new investment which is directly related to the building or rehabilitating of the units stated in Article IV, Section 4.1 of this Agreement. New investment which is directly related to the building or rehabilitating units includes the following costs: land, surveying, architectural services, building permits, inspections, interest on the construction loan, building materials, roofing, plumbing materials, electrical materials, amounts paid to subcontractors for labor and materials provided, concrete, labor, landscaping, appliances normally provided with a new home, heating and cooling equipment, millwork, drywall and drywall materials, nails, bolts, screws, and floor coverings. New investment does not include the machinery, equipment, hand or power tools necessary to build or rehabilitate homes. The new investment that may be used to compute the tax credit shall not exceed the new investment used for the first one hundred forty thousand dollars of value for each unit. In determining the tax credit, new investment financed through federal, state, and local government tax credits, grants, and forgivable loans shall not be included. The tax credit may be used to reduce tax liabilities imposed under Iowa Code chapter 422, Division II, Division III or Division V or under Iowa Code chapter 432. Any credit in excess of the tax liability for the tax year may be credited to the tax liability for the following seven years or until depleted, whichever occurs earlier. If the business is a partnership, subchapter S corporation, limited liability company, or estate or trust electing to have the income taxed directly to the individual, an individual may claim the tax credit allowed. The amount claimed by the individual shall be based upon the pro -rata share of the individual's earnings of the partnership, subchapter S corporation, limited liability company, or estate or trust. Transferable replacement tax credit certificates may be issued by the Authority to projects as described in Iowa Administrative Code 59.8(2)a.(8) and Iowa Administrative Code 59.8(2)a.(9): (i) Approved housing development projects using low-income housing tax credits authorized under Section 42 of the Internal Revenue Code and as described in Iowa Administrative Code 59.8(2)a.(8). (ii) Approved housing development projects located in a brownfield site as defined in section 15.291 or housing development projects located in a blighted area as defined in section 403.17 and as described in Iowa Administrative Code 59.8(2)a.(9). The Authority shall not issue more than three million dollars worth of transferable tax credits for housing developments that are located in a brownfield site as defined in section 15.291 or housing developments located in a blighted area as defined in section 403.17 in a calendar year. The Authority shall not issue more than one million five hundred thousand dollars in tax credit certificates for transfer to any one eligible housing Format revised 10/2005 EZ Agreement # 14-HEZ-075 Page 3 business assisted in a brownfield site as defined in section 291 or in a blighted area as defined in section 403.17. (b) Refund Of Sales, Service And Use Taxes Paid To Contractors Or Subcontractors. The Housing Business is eligible for a refund of sales, service and use taxes paid by an eligible business, including an eligible business acting as a contractor or subcontractor as authorized in Iowa Code section 15.331A. (i) The Housing Business may apply for a refund of the sales and use taxes paid under Iowa Code chapters 422 and 423 for gas, electricity, water or sewer utility services, goods, wares, or merchandise, or on services rendered, furnished, or performed to or for a contractor or subcontractor and used in the fulfillment of a written contract relating to the construction or rehabilitation of the units within the Enterprise Zone. (ii) Taxes attributable to intangible property and furniture and furnishings shall not be refunded. To receive a refund of the sales, service and use taxes paid to contractors or subcontractors, the Housing Business must, within one year after Project Completion, make an application to the IDR. 2.2 Duration Of Benefits. The Enterprise Zone designation shall remain in effect for ten years following the date of certification. Any state incentives or assistance that may be conferred must be conferred before the designation expires. However, the benefits of the incentive or assistance may continue beyond the expiration of the Enterprise Zone designation. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUSINESS To induce the Authority and the Community to authorize Enterprise Zone benefits referred to in this Agreement, the Housing Business represents, covenants and warrants that: 3.1 Authority. The Housing Business is a corporation duly organized and validly existing under the laws of its state of incorporation and is in good standing, and has complied with all applicable laws of the State of Iowa. The Housing Business is duly authorized and empowered to execute and deliver this Agreement. All action on the Housing Business' part (e.g. where required, appropriate resolution of its Board of Directors) for the execution and delivery of this Agreement, has been effectively taken. 3.2 Business Information. All written financial statements and related materials concerning the Housing Business and the Project provided to the Authority and the Community are true and correct in all material respects and completely and accurately represent the subject matter thereof as of the effective date of the statements and related materials, and no material adversechange has occurred since that date. 3.3 Application. The contents of the application the Housing Business submitted to the Authority for Enterprise Zone program benefits (Attachment A) is a complete and accurate representation of the Housing Business and the Project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel of the Housing Business since the date the Housing Business submitted its application to the Authority. The application and any requested changes must be approved in writing by the local enterprise zone commission prior to acceptance by the Authority. 3.4 Claims And Proceedings. There are no actions, lawsuits or proceedings pending or, to the knowledge of the Housing Business, threatened against the Housing Business affecting in any manner whatsoever its rights to execute this Agreement or to otherwise comply with the obligations of the Housing Business contained under this Agreement. There are no actions, .lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the Housing Business, threatened against the Housing Business or affecting the Housing Business' ability to proceed with the Project. 3.5 Permits. AH necessary permits have been issued or will be applied for in a timely manner with reasonable expectation that they will be issued. Format revised 10/2005 EZ Agreement # 14-HEZ-075 Page 4 ARTICLE IV CONDITIONS TO RECEIPT OF ENTERPRISE ZONE BENEFITS The Enterprise Zone Benefits authorized under Article II of this Agreement are available to the Housing Business provided the Housing Business, (and where applicable, the Community) satisfies each of the following conditions: 4.1 Build or Rehabilitate. The Housing Business must rehabilitate (rehab) 9 single family units in the Dubuque EZ -1A Enterprise Zone. 4.2 Modest Homes. The single-family homes and dwelling units which are rehabilitated or constructed by the Housing Business shall be modest homes or units, but shall include the necessary amenities. When completed and made available for occupancy, the single-family homes and dwelling units shall meet the United Sates Authority of Housing and Urban Development's housing quality standards and local safety standards. 4.3 Completed within Two Years. The Housing Business shall complete its building or rehabilitation within two years from the time the Housing Business begins construction or rehabilitation of the units described in Section 4.1. 4.4 Records And Accounts. The Housing Business shall maintain information, books, records, documents and other evidence concerning the Project, in sufficient detail to permit the Authority and the Community to assess compliance with the terms of this Agreement. The Housing Business shall retain the aforementioned records for a period of three (3) years from the Agreement Expiration Date. 4.5 Access To Records/Inspections. The Housing Business shall, upon prior reasonable notice and at any time (during normal business hours), permit the Community and its representatives and the Authority, its representatives or the State Auditor to examine, audit and/or copy: (i) any plans and work details pertaining to the Project, (ii) all of the Housing Business' books, records and accounts relating to the Project, and (iii) all other documentation or materials related to this Agreement. The Housing Business shall provide proper facilities for making such examination and/or inspection. Records of the Housing Business furnished to the Authority in connection with this Project are subject to the provisions of Iowa Code chapter 22 and administrative rules adopted by the Authority concerning public records and requests for confidential treatment of records. 4.6 Notice Of Proceedings. The Housing Business shall promptly notify the Community and IEDA of the initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Housing Business which would adversely impact the Project. 4.7 Reports; Community Monitoring/Reporting. (a) The Housing Business shall prepare, sign and submit the following reports: Report Due Date Annual Certification January 30 The Housing Business shall, for the length of its designation as an Enterprise Zone business, certify annually to the Community and the Authority its compliance with the requirements of the Act. The Housing Business shall use the form provided by the Authority for its annual certification. Documentation of compliance with the conditions detailed in Article IV shall be included with the annual certification. Format revised 10/2005 EZ Agreement # 14-HEZ-075 Page 5 4.8 Notice Of Business Changes. The Housing Business shall provide prompt advance notice to the Community and the Authority of any proposed change in the Housing Business ownership, structure or control which would materially and directly affect the Project. ARTICLE V DEFAULT AND REPAYMENT 5.1 Events Of Default. Enterprise Zone benefits described in Article II are only available to the Housing Business to the extent the Housing Business satisfies the conditions described in Article IV. Any of the following shall constitute an Event of Default under this Agreement: (a) Material Misrepresentation. If at any time any representation, warranty or statement made or furnished to the Authority or the Community by, or on behalf of, the Housing Business in connection with this Agreement shall be determined by the Authority to be incorrect, false, misleading or erroneous in any material respect when made or furnished. (b) Breach Of Agreement. If there is a failure of the Housing Business to comply with any of the covenants, terms or conditions contained in this Agreement. (c) Relocation Or Abandonment. If there is an abandonment of the Project and the Housing Business fails to renew the Project within the Enterprise Zone within 30 days. If the relocation or abandonment is due to a natural disaster (e.g. flood, tornado), the Housing Business shall have 120 days to renew the Project within the Enterprise Zone. (d) Insolvency Or Bankruptcy. If the Housing Business becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the Housing Business applies for or consents to the appointment of a trustee or receiver for the Housing Business or for the major part of its property; or if a trustee or receiver is appointed for the Housing Business or for all or a substantial part of the assets of the Housing Business and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Housing Business and, if instituted against the Housing Business, is consented to, or, if contested by the Housing Business is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution. 5.2 Notice Of Default. (a) From Authority. If, through the annual certification report or other means, the Authority has reason to believe the Housing Business is in default of the terms of this Agreement, the Authority will issue a written notice of default to the Housing Business, setting forth the nature of the default in reasonable specificity, and providing therein a reasonable period of time, Which shall not be less than 30 days from the date of the notice of default, in which the Housing Business shall have an opportunity to cure, provided that cure is possible and feasible. A copy of any Notice of Default will also be provided to the Community and IDR. (b) From Community. If, through monitoring, auditing or other means, the Community has reason to believe the Housing Business is in default of the terms of this Agreement, the Community will issue a written notice of default to the Housing Business, setting forth the nature of the default in reasonable specificity, and providing therein a reasonable period of time,_which shall not be less than 30 days from the date of the notice of default, in which the Housing Business shall have an opportunity to cure, provided that cure is possible and feasible. A copy of any Notice of Default will also be provided to the Authority and IDR. Format revised 10/2005 EZ Agreement # 14-HEZ-075 Page 6 5.3 Repayment; Loss of Benefits. (a) Failure to meet/maintain requirements. If the Housing Business fails in any year to meet or maintain any one of the requirements of the Act, the Housing Business shall repay the value of the incentives received for each year during which it was not in compliance. (b) IDR recovery. Once it has been established, through the Housing Business' annual certification, monitoring, audit or otherwise, that the Housing Business is required to repay all or a portion of the incentives received, the IDR shall collect the amount owed. IDR has the authority, pursuant to the Act, to recover the value of state taxes or incentives provided under the Act. The value of state incentives provided under the Act includes applicable interest and penalties. ARTICLE VI GENERAL TERMS AND PROVISIONS 6.1 Compliance With Laws And Regulations. The Housing Business shall comply with all applicable State and federal laws, rules (including the administrative rules adopted by the Authority for the Enterprise Zone Program - 261 Iowa Administrative Code, chapter 59), ordinances, regulations and orders. 6.2 Termination. This Agreement may be terminated by the Authority or the Community: (a) in the event of an unremedied material Event of Default by the Housing Business under Article V of this Agreement; or (b) by mutual agreement of all parties. 6.3 Survival Of Agreement. If any portion of this Agreement is held to be invalid or unenforceable, the. remainder shall be valid and enforceable. 6.4 Governing Law, This Agreement shall be interpreted in accordance with the law of the State of Iowa, and any action relating to this Agreement shall only be commenced in the Iowa District Court for Polk County or the United States District Court for the Southern District of Iowa. 6.5 Modification. This Agreement may only be modified by a written document signed by all Parties. 6.6 Notices. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be in writing, enclosed in an envelope, addressed to the party to be notified at the address heretofore stated (or at such other address as may have been designated by written notice), properly stamped, sealed and deposited in the United States Mail. Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or three (3) business days after posting. The Authority may rely on the addresses of the Housing Business and Community set forth heretofore, as modified from time to time, as being the addresses of the Community and Housing Business. 6.7 Waivers. No waiver by a party of any Event of Default hereunder shall operate as a waiver of any other Event of Default or of the same Event of Default on any future occasion. No delay on the part of a party in exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by a party shall preclude future exercise thereof or the exercise of any other right or remedy. 6.8 Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction and interpretation of this Agreement. 6.9 Integration. This Agreement contains the entire understanding between the Community, Housing Business and the Authority and any representations that may have been made before or after the signing of this Agreement, which are not contained herein, are nonbinding, void and of no effect. None of the parties have relied on any such prior representation in entering into this Agreement. 6.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. Format revised 10/2005 EZ Agreement # 14-HEZ-075 Page 7 6.11 reference: Document Incorporated By Reference. The following document is hereby incorporated by (a) Attachment A, "Housing Business' Enterprise Zone. Application." Due to its size, Attachment A will not be attached to this Agreement, but will be kept on file at the Iowa Economic Development Authority. It shall, nevertheless, be considered an incorporated element of this Agreement. 6.12 Order Of Priority. In the event of a conflict between documents of this Agreement, the following order of priority shall govern: (a) (b) Articles 1 through 6 herein. Attachment A, "Housing Business' Enterprise Zone Application." IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date first stated: FOR THE City of Du OMMUNITY: que / Signature Roy D. Buol, Mayor Type or Print Name, Title FOR THNI N� SINESS: ity Hous'hg I ' iatives, Inc. Signature OL4Gi ISDunt } Vie 5 c/a -al -- Type A Print Name, ltle FOR IEDA: Deborah V. Durham, Director Format revised 10/2005 ATTACHMENT A Housing Business' Enterprise Zone Application Due to its size, Attachment A will not be attached to this Agreement, but will be kept on file at the Iowa Economic Development Authority. It shall, nevertheless, be considered an incorporated element of this Agreement. HEZ Format revised 3/2008; Form reference 11/2013