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German Bank LLLP Development Agreement
THE CITY OF DUB [JE MEMORANDUM Masterpiece nn the Mississippi May 15, 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Development Agreement with German Bank Building, LLLP Economic Development Director Dave Heiar is recommending approval of a Development Agreement between the City and German Bank Building, LLLP for the revitalization of the Old German Bank Building in downtown Dubuque. The Old German Bank Building at 342 Main Street is one of the most recognizable buildings within the City of Dubuque. On September 18, 2006, the City Council authorized a Letter of Commitment to provide a Downtown Rehabilitation Loan, Facade Grant and Design Grant. John Gronen, Mike Steele, and Dubuque Initiatives have formed a limited liability partnership to redevelop the property. John Gronen and Mike Steele have finalized a lease with the owner of the Silver Dollar Cantina to reopen the restaurant within the building. The second and third floors will be rehabilitated into two market rate apartments. The Development Agreement includes: 1) 10 year Tax Increment Financing in the form of a yearly tax rebate on the value of the assessable improvements 2) $300,000 Downtown Rehabilitation Loan 3) $10,000 Facade Grant 4) $10,000 Design Grant Associated with the project is the utilization of $100,000 in Community Development Block Grant Funds from the Economic Development Financial Assistance program to assist in purchasing furniture and fixtures for the restaurant in the building. The program requires job creation and loan documents are being prepared at this time. 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 David J. Heiar, Economic Development Director THE CITY OF DuB E MEMORANDUM May 15, 2007 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Department ~.. SUBJECT: Development Agreement with German Bank Building, LLLP INTRODUCTION The attached resolution provides for the approval of a Development Agreement between the City and German Bank Building, LLLP for the revitalization of the Old German Bank Building in downtown Dubuque. BACKGROUND The Old German Bank Building is one of the most recognizable buildings within the City of Dubuque. The building was impacted from the construction of the 31d street parking ramp and was also damaged by fire in 2001 and has remained unoccupied since that time. On September 18, 2006, the City Council authorized a Letter of Commitment to provide a Downtown Rehabilitation Loan up to $300,000, Facade Grant of $10,000, and Design Grant of $10,000. John Gronen, Mike Steele, and Dubuque Initiatives have formed a limited liability partnership to redevelop the property. John Gronen and Mike Steele have finalized a lease with the owner of the Silver Dollar Cantina to reopen the restaurant within the building. The second and third floors will be rehabilitated into two market rate apartments. The estimated total investment to rehabilitate the building is $1,400,000. Emergency stabilization work has begun on the building. It is anticipated that the rehabilitation will be complete in October 2007. DISCUSSION The project to rehabilitate the Old German Bank building involves significant restoration work. The work will be done in accordance with the U.S. Secretary of the Interior's standard as Federal and State Historic Rehabilitation Tax Credits will be used for the project. Associated with the project is the utilization of $100,000 in CDBG funds from the Economic Development Financial Assistance program to assist in purchasing furniture and fixtures for the restaurant in the building. The program requires job creation and loan documents are being prepared at this time. The Development Agreement formalizes the City's partnership with the following incentives: 1) 10 year TIF in the form of a yearly tax rebate on the value of the assessable improvements. 2) $300,000 Downtown Rehabilitation Loan 3) $10,000 Facade Grant 4) $10,000 Design Grant RECOMMENDATION I recommend the City Council review, discuss, and approve the Development Agreement with German Bank Building, LLLP. ACTION STEP The requested action is for the City Council to adopt the attached resolution approving the Development Agreement. F:\USERS\DHeiar\Silver Dollar\German Bank Memo to Council.doc RESOLUTION NO. 298-07 AUTHORIZING THE EXECUTION OF A DEVELOPMENT AGREEMENT WITH GERMAN BANK BUILDING, LLLP. Whereas, the City Council of the City of Dubuque, Iowa, after public hearing, duly adopted an Urban Renewal Plan (the Plan) for the Greater Downtown Urban Renewal District {the District); and Whereas, the Plan provides that the City may undertake special financing activities, including loans or grants to private developers, to meet the objectives of the Plan and to encourage the development of the District; and Whereas, the City Council has determined, in accordance with Section 15A.1 of the Iowa Code, that German Bank Building, LLLP is qualified to receive such loan or grant assistance to assist with the renovation of an historic building within the District; and Whereas, it is expected. that the aggregate amount of the Tax Increment Revenue obligations will be $,200,000.00, more or less, due to assessment increases and/or tax rate adjustments; and Whereas, a Development Agreement, attached hereto and by this reference made a part hereof, sets forth the terms and conditions of the disbursement of Tax Increment Revenue proceeds to German Bank Building, LLLP. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the form of Development Agreement by and between the City of Dubuque and German Bank Building, LLLP attached hereto, is hereby approved. Section 2. That the Mayor and City Clerk are hereby authorized and directed to execute, on behalf of the City of Dubuque, Iowa, said Development Agreement. Passed, approved and adopted this 21 St day of May, 2007. U' ~ Roy D Mayor Attest: Kevin S. Firnstahl Asst. City Clerk F:\USERS\DHeiar\Silver Dollar\Resolution for execution of DA w German Bank Building LLLP.doc DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND GERMAN BANK BUILDING, L.L.L.P. THIS DEVELOPMENT AGREEMENT dated for reference purposes the day of , 2007 is made and entered into by and between the City of Dubuque, Iowa (City), and German Bank Building, LLLP (Developer). WHEREAS, Developer is the owner of the following described real estate (the Property): Lot 10A in the City of Dubuque, Iowa according to the United States Commissioner's Map of the city of Dubuque, Iowa located at 342 Main Street in the City of Dubuque; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by City Council Resolution 26-07 as a slum and blight area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, Developer has undertaken the redevelopment of a vacant building located on the Property and is operating the same during the term of this Agreement; and WHEREAS, Developer will make an additional capital investment in building improvements, equipment, furniture and fixtures in the Property; 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 February 20, 2007, City has the authority to enter into contracts and agreements to implement the Urban Renewal Ptan, as amended, attached hereto as Exhibit A (the Urban Renewal Plan); and WHEREAS, the City Council of City believe it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. NOW, THEREFORE, the parties to this Development Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. REPRESENTATIONS AND WARRANTIES 1.1 Representations and Warranties of City. In order to induce Developer to enter into this Agreement, City hereby represents and warrants to Developer that to the best of City's knowledge: (1) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit 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 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 which representations and warranties shall continue and survive the Closing Date. 1.2 Representations and Warranties of Developer. The Developer makes the following representations and warranties: (1) Developer is a limited liability limited partnership duly organized and validly existing under the laws of the State of Iowa, and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by the 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 the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit C. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or the operating agreement of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer has firm commitments for 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. 1.3 Closing. The closing shall take place on the Closing Date which shall be the 27tH day of June, 2007, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the 31 St day of October, 2007. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing shall have been satisfied or waived. 1.4 Conditions to Closing. The closing of the transaction contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: (1) The representations and warranties made by City in Section 1.1 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in the form of Exhibit D. (2) Developer shall have the right to terminate this Agreement at anytime prior to the consummation of the closing on the Closing Date if Developer determines in its sole discretion that conditions necessary for the successful completion of the Project contemplated herein have not been satisfied in Developer's sole discretion. Upon the giving of notice of termination by Developer to City, this Agreement shall be deemed null and void. (3) Developer and City shall be in material compliance with 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 the reasonable judgment of the City requires. (5) Developer's counsel shall issue a legal opinion to the City confirming the representations contained herein in the form attached hereto as Exhibit C. 1.5 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer. SECTION 2. DEVELOPMENT ACTIVITIES 2.1 Required Minimum Improvements. Developer will make an additional capital investment of $1,500,000.00 in building improvements, equipment, furniture and fixtures in the Property (the Minimum Improvements). 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 conformitywith 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 thirty (30) days after the Closing Date, and shall be substantially completed by November 30, 2007. The time frames for the performance of these obligations shall be suspended due to unavoidable delays meaning delays, outside the control of the party claiming its occurrence in good faith, which are the direct result of strikes, other labor troubles, unusual shortages of materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion directly results in delays, or acts of any federal, state or local government which directly result in extraordinary delays. The time for performance of such obligations shall be extended only for the period of such delay. 2.5 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developerwith an appropriate instrument so certifying. Such certification (the Certificate of Completion) shall be in recordable form and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Agreement. SECTION 3. CITY PARTICIPATION 3.1 Downtown Rehab Loan/Grant. (1) Subject to the conditions set forth in this section, City hereby commits to a $300,000 low interest loan through the Downtown Rehabilitation Loan/Grant Program. The project is to be completed in accordance with the regulations set forth for the City of Dubuque Downtown Rehabilitation Loan/Grant Program. The loan is for twenty years at 3% interest and is intended for historic renovation of the exterior for the City of Dubuque Downtown Rehabilitation Loan/Grant Program. The loan is for twenty years at 3% interest and is intended for historic renovation of the exterior facade and historically significant elements of the interior with remodeling of the remainder of the interior for use as commercial/residential space. Monthly interest only payments shall be required for the first sixty (60) months of the loan. Monthly principal and interest payments, amortized over an additional fifteen (15) year period, shall begin the sixty-first month of the loan. Developer's counsel shall not less than thirty (30) days prior to closing on the loan provide City with an opinion of title showing merchantable title in Developer to the satisfaction of City. City shall have until the closing to render objections to title, including any easements or other encumbrances not satisfactory to City, in writing to Developer. Developer shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise City of its intended action within ten (10) days of receipt of City's objections to title. If Developer shall fail to have such objections removed as of the closing, or any extension thereof consented to by City, City may, at its sole discretion, either (a) terminate its obligation under this Section 3.1 without liability on its part, or proceed to closing subject to such objections. Developer agrees to use its best reasonable efforts to promptly satisfy any such objections. The loan shall be secured by a mortgage and personal guarantees in a form acceptable to City. Funding for this program is anticipated in FY 2010. An amount of the principal of the loan equal to two thousand dollars ($2,000) shall be forgiven for each new full-time position orfull-time equivalent position created by Developer within two years of the execution of the loan documents and maintained by Developer for a period of not less than three years from the date of the execution of the loan documents. The amount of the principal of the loan to be forgiven shall be determined by City on the fifth anniversary of the loan based on documented evidence of job creation. (2) A grant not to exceed ten thousand dollars ($10,000) shall be available to offset documented predevelopment costs, architectural and engineering fees and other miscellaneous soft costs for the Property. A determination must be made by City that the project is substantially complete and satisfies the conditions of the loan prior to the release of any grant monies. (3) A grant not to exceed ten thousand dollars ($10,000) shall be available to offset Developer's documented costs for front or rear facade renovations to the Property to eliminate inappropriate additions or alterations and restore the facade to its historic appearance, or to rehabilitate the facade to include new windows, paint, signage, awnings, etc. to improve the overall appearance of the Property. The costs of landscaping or screening with fencing or retaining walls may also be allowed, especially as it may improve property adjacent to the public right-of-way. 3.2 Economic Development Grant to Developer. For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being and remaining incompliance with the terms of this Agreement, to make twenty (20) consecutive semi-annual payments (such payments being referred to collectively as the Economic Development Grants) to the Developer: November 1, 2009 May 1, 2010 November 1, 2010 May 1, 2011 November 1, 2011 May 1, 2012 November 1, 2012 May 1, 2013 November 1, 2013 May 1, 2014 November 1, 2014 May 1, 2015 November 1, 2015 May 1, 2016 November 1, 2016 May 1, 2017 November 1, 2017 May 1, 2018 November 1, 2018 May 1, 2019 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to 100% of the tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six-month period in respect of the Minimum Improvements constructed by Developer under this Agreement (the Developer Tax Increments). Developer recognizes and agrees that the Economic Development Grants shall be paid solely and only from the Developer tax increments, which consist of only those incremental taxes collected by City in respect of the Minimum Improvements, and which does not include any other incremental taxes that may be collected in respect of the Developer's property or any property taxes collected for the payment of bonds and interest of each taxing district, and taxes for the regular and voter-approved physical plant and equipment levy, and any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. 3.3 To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2008, its request for the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to the Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifies by December 1, 2008, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2009, and May 1, 2010.) 3.4 The Economic Development Grants shall be payable from and secured solely and only by the Developer Tax Increments paid to City that, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the German Bank TIF Account of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the German Bank TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.2 hereof. The Economic Development Grants shall not be payable in any manner by other tax increments revenues, or by the remaining actual amount of the property taxes paid by Developer to City, or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the German Bank TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Developer as and to the extent described in this Section. 3.5 City shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area and the remaining actual amount of the property taxes paid by Developer to City, or any available Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 3.2 hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developerwith respect to the use thereof. SECTION 4. COVENANTS OF DEVELOPER 4.1 The improvements to the property 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 No Other Exemptions. During the term of this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 4.6 Insurance Requirements. (1) 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 "special perils" form and in an amount not less than the full insurable replacement value of the building (including the Minimum Improvements). Developer shall furnish to City proof of insurance in the form of a certificate of insurance. The term "replacement value" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (3) Developer shall notify City immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of 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, 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 adecision-making process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project, or in any activity, or benefit therefrom, which is part of this project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 4.10 Non-Transferability. Until such time as the Minimum Improvements are complete (as 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 without the prior written consent of City, which shall not be unreasonably withheld. Thereafter, Developer shall have the right to assign this Agreement and upon assumption of the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. 4.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property or any part thereof that they, and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that use of the Property as 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). 4.12 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. io SECTION 5. EVENTS OF DEFAULT AND REMEDIES 5.1 Events of Default Defined. The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following events: (1) Failure by Developer to pay or cause to be paid, before delinquency, all real property taxes assessed with respect to the Minimum Improvements and the Property. (2) Failure by Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (3) Transfer of any interest by Developer of the Minimum Improvements in violation of the provisions of this Agreement prior to the issuance of the final Certificate of Completion. (4) Failure by Developer or City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 5.2. Remedies on Default by Developer. Whenever any Event of Default referred to in Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and Developer does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from the defaulting party deemed adequate by City, that the defaulting party will cure its default and continue its performance under this Agreement; (2) Until the Closing Date, City may cancel and rescind this Agreement; (3) City shall be entitled to recover from Developer the sum of all amounts expended by City in connection with the funding of the Downtown Rehab Loan/Grant to Developer, and City may take any action, including any legal action it deems necessary, to recover such amounts from the defaulting party; (4) City may withhold the Certificate of Completion; or it (5) City may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 5.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 5.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 5.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief that may be awarded. 5.6 Remedies on Default by City. If City defaults in the performance of this Agreement, Developer may take any action, including legal, equitable or administrative action that may appear necessary or desirable to collect any payments due under this Agreement, to recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend their performance under this Agreement until they receive assurances from City, deemed adequate by Developer, that City will cure its default and continue its performance under this Agreement. SECTION 6. GENERAL TERMS AND PROVISIONS 6.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: If to Developer: Michael D. Steele German Bank Building, LLLP 788 Main Street 12 Dubuque, IA 52001 With copy to: Flint Drake Kane, Norby & Reddick, P.C. 2100 Asbury Road, Suite 2 , Dubuque, IA 52001-3069 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 May 1, 2019 (the Termination Date}. 6.4. Execution BLr 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 E 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 Agreementto be dulyexecuted 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 By Roy D. Buol GERMAN BANK BUILDING, L.L.L.P. $y.: ,. Michael D. Stee e 13 Mayor Attest: Jeanne F. Schneider City Clerk (City Seal) STATE OF IOWA COUNTY OF DUBUQUE SS Partner 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 Jeanne F. Schneider, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. Notary Public STATE OF IOWA COUNTY OF DUBUQUE SS On this ~~h day of _ ~~ 20 Ol, before me the undersigned, a Notary Public in and for the State ofJlowa, personally appeared Michael D. Steele, to me personally known, who, being by me duly sworn, did say that he is the Chief Executive . . Offcer of German Bank Building L.L.L.P., the corporation executing the instrument to which this is attached and that as said Chief Executive Officer of;German Bank Building ..... . _ . L.L.L.P. acknowledges the execution of said instrument to be the voluntary act and deed of said company, by it and by him, an individual, voluntarily executed. ~~, A s ~' ,(~f\ ~if1rt ~~ ~ eAROL ~. McMULLEN ~ 1 ~ ~ y ~ Commission Number 180407 ~o,,. My Comm. Exp, _ Notary Public - F:IUSERS1DHeiarlSilver DollarlSilver Dollar DA.doc 14 LIST OF EXHIBITS EXHIBIT A -Urban Renewal Plan EXHIBIT B -City Attorney Certificate EXHIBIT C -Opinion of Developer Counsel EXHIBIT D -City Certificate EXHIBIT E -Memorandum of Development Agreement INSURANCE SCHEDULE 15 Exhibit A AMENDED and RESTATED URBAN RENEWAL PLAN Greater Downtown Urban Renewal District (A merger of the Downtown Dubuque and Ice Harbor Urban Renewal Districts) City of Dubuque, Iowa This Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District is a result of 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 Plan resulting from that merger was later amended by Resolution 170-04 on April 19, 2004, by Resolution 391-06 on August 21, 2006, and by Resolution 108-07 on February 20th, 2007. Prepared by the Economic Development Department February 2007 16 TABLE OF CONTENTS A. INTRODUCTION ....................................................................................................1~ B. JUSTIFICATION FOR THE DESIGNATION ..........................................................1~ C. OBJECTIVES OF THE PLAN ................................................................................24~ D. DISTRICT BOUNDARIES ......................................................................................3.1-~ E. PUBLIC PURPOSE ACTIVITIES ...........................................................................4~ F. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS .............................5~ 1. LAND USE :................................................................................................54~ 2. PLANNING AND DESIGN CRITERIA :......................................................64~ G. LAND ACQUISITION AND DISPOSITION ............................................................7~ H. RELOCATION REQUIREMENTS ..........................................................................8~ I. FINANCING ACTIVITIES ........................................................................................8~ J. STATE AND LOCAL REQUIREMENTS ...............................................................11~ K. DURATION OF APPROVED URBAN RENEWAL PLAN .....................................11~ L. SEVERABILITY ....................................................................................................11~ M. AMENDMENT OF APPROVED URBAN RENEWAL PLAN ................................11~ N. ATTACHMENTS ..................................................................................................11~ t~ A. INTRODUCTION This AMENDED AND RESTATED URBAN RENEWAL PLAN ("the Plan") has been prepared to update the objectives and public purpose activities intended to stimulate, through public actions, financing and commitments, private investment within the combined area known as the Greater Downtown Urban Renewal District ("the District"). In order to achieve this objective, the City of Dubuque shall undertake the urban renewal actions specified in this Plan, pursuant to the powers granted to it under Chapter 403 of the Iowa Code, Urban Renewal Law, and Chapter 15A of the Iowa Code. This Plan is a result of the merger of the Downtown Dubuque Urban Renewal District Urban Renewal Plan originally established by Resolution 123-67 by the City Council of the City of Dubuque, Iowa on May 18, 1967 and subsequently amended 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 and the Ice Harbor Urban Renewal District Urban Renewal Plan, 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 Merged Districts"). The Plan for the merged districts was further amended by Resolution 170-04 on April 19, 2004, by Resolution 391- 06 on August 21, 2006, and by Resolution 180-07 on February 20th, 2007. This Plan shall serve as a new urban renewal plan for the District described herein. The Plan shall be viewed as a single plan for purposes of fulfilling the objectives of the Plan. B. JUSTIFICATION FOR THE DESIGNATION The City Council of the City of Dubuque, Iowa has determined that the following blighting conditions, as defined by Chapter 403 of the Iowa Code, Urban Renewal Law, exist within the District: Undeveloped and underdeveloped land; A preponderance of deteriorated, dilapidated and obsolete public and private improvements; A faulty lot layout in relation to the size, adequacy and usefulness of the lots; Fragmented property ownership patterns; A lack of public utilities; and An inadequate street layout. The Council has declared by Resolution of Necessity No. 26-07 on January 16, 2007 that these factors have substantially impaired and arrested the sound growth of the City of Dubuque and of the area comprising the District. C. OBJECTIVES OF THE PLAN The primary OBJECTIVES of the Plan are: 1. The creation of a thriving central business and riverfront district with a compatible mix of viable commercial/retail, office, financial, residential, cultural, recreational and educational activities; 2. The development of an adequate support system and public infrastructure for new and expanding river-related tourism activities; 3. The conservation, restoration, renovation or rehabilitation of the historic and architectural character of the District through the renovation and rehabilitation of historic buildings, the establishment of design standards to ensure cohesive and compatible development and redevelopment, the use of appropriate construction techniques, the coordinated administration of appropriate code enforcement efforts and the maximization of all available financial and technical resources; 4. The creation of a safe, healthy and attractive physical environment through the construction or installation of necessary infrastructure and other public improvements or actions supportive of the District; 5. The creation of a safe, efficient, and attractive circulation system for both pedestrian and vehicular traffic; 6. The development of additional and improved parking opportunities in the District supportive of the businesses and attractions located within its boundaries and which accommodate the needs of its residents, employees and visitors; 7. The creation of financial incentives necessary to encourage private investment and reinvestment in the District; 8. The creation and retention of quality employment opportunities in the District; and 9. The expansion of the existing property tax base of the District. 2 D. DISTRICT BOUNDARIES The District is located within the City of Dubuque, County of Dubuque, State of Iowa. The District includes five separate subareas that have resulted from prior urban renewal plans and expansions of the same within the District: the Town Clock Subarea, the Old Main Subarea, the Upper Main Subarea, the Ice Harbor Subarea A and Ice Harbor Subarea B. Despite this subdivision of the District, this Plan shall be viewed as a single plan and shall be applied to all subareas for purposes of fulfilling the objectives of the Plan. The boundaries of each subarea are as follows: 1. The Town Clock Subarea of the District shall include that area generally bounded on the North by Ninth Street (but also including the Iowa Inn property and the public parking lot known as Parking Lot Number 1 located between 9th and 10th Streets east of Iowa Street), on the West by Locust Street but including City Lots 623 and 624 (Dubuque Museum of Art), the Locust Street Parking Ramp between 8t" and 9t" Streets, and the former U.S. Federal Building located on the N54.6' of City Lots 103 and 138, on the South by Fourth Street, and on the East by Central Avenue, including all public rights-of-way. 2. The Old Main Subarea of the District shall include that area generally bounded on the North by Fourth Street, on the West by Locust Street, on the South by the Locust Street Connector and on the East by the U.S. Highway 151/61 right-of-way, including all public rights-of-way. 3. The Upper Main Subarea of the District shall include that area generally bounded on the North by Fourteenth Street, on the West by Locust Street but including City Lots 658 and 658A (Carnegie-Stout Public Library), on the South by the northerly boundary of the Town Clock Subarea and on the East by Central Avenue, and including all public rights-of-way. 4. Ice Harbor Subarea A of the District shall include that area generally bounded on the north by the public alley located between the vacated Fourth Street and Third Street, on the west by the Chicago, Central and Pacific Railroad right-of-way, on the south by East First Street and on the east by the municipal limits of the City of Dubuque, Iowa and including any adjoining public right-of-way. 5. Ice Harbor Subarea B of the District shall include that area generally bounded on the north and west by the Chicago, Central and Pacific Railroad right-of-way, on the south by the northerly boundary of Subarea A and on the east by the municipal limits of the City of Dubuque including Lot 1 in Adams Company's 2"d Addition, in the City of 3 Dubuque, Iowa, and including any adjoining public right-of-way. The boundaries of the District and the subareas are delineated on the URBAN RENEWAL DISTRICT map (Attachment A; on file at the Dubuque City Clerks Office). The City of Dubuque reserves the right to modify the boundaries of the District at some future date. Any amendments to the Plan will be completed in accordance with Chapter 403 of the Iowa Code, Urban Renewal Law. E. PUBLIC PURPOSE ACTIVITIES To meet the OBJECTIVES of this Plan, the City of Dubuque is prepared to initiate and support development and redevelopment of the District through the following PUBLIC PURPOSE ACTIVITIES: 1. Pre-development planning, including but not limited to activities such as appraisals, architectural and engineering studies, environmental assessment and remediation, and feasibility analysis; 2. Provision of technical support to property owners, businesses and organizations in support and furtherance of the Plan; 3. Use of tax increment financing, loans, grants and other appropriate financial tools in support of eligible public and private conservation, preservation, development and redevelopment efforts including the adaptive re-use of existing structures and code compliance; 4. Preparation of property for conservation, preservation, rehabilitation, development and redevelopment purposes; 5. Development and implementation of a program for the repair, restoration, and renovation of historic buildings and related improvements, and the rehabilitation, restoration, and renovation of historic buildings for public and governmental uses, including the Carnegie Stout Public Library and the Former U.S. Federal Building; 6. Improvement, installation, construction and reconstruction of public facilities and improvements including but not limited to structured parking facilities, other parking facilities, streets, alleys, utilities, convention facilities, Riverwalk and Harborwalk improvements and amenities, boat docks, dredging and other river-related improvements; 7. Improvement, installation, construction and reconstruction of other public improvements including but not limited to the relocation of overhead utility lines, 4 installation of street lights, construction of public rest rooms and water fountains, installation of benches and other streetscape amenities, landscaping and signage; 8. Acquisition of property through negotiation or eminent domain for public improvements or private development and redevelopment purposes; 9. Disposition of land through sale or lease; 10. Relocation or elimination of existing private improvements; 11. Relocation or elimination of existing railroad spur lines; 12. Demolition and clearance of deteriorated, obsolescent and blighting structures and other improvements not found to be of historical or architectural significance, including but not limited to site preparation for redevelopment purposes; and 13. Enforcement of applicable local, state and federal laws, codes and regulations. Public purpose activities are limited to those areas delineated on the PUBLIC PURPOSE ACTIVITY AREA map (Attachment B; on file at the Dubuque City Clerks Office). All public purpose activities shall be conditioned upon and shall meet the restrictions and limitations placed upon the District by the Plan. F. DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS The LAND USE and PLANNING AND DESIGN CRITERIA set forth herein shall apply to any and all District properties the preservation, conservation, development and/or the redevelopment of which is assisted by the City through any of the PUBLIC PURPOSE ACTIVITIES listed above. 1. LAND USE: a. Town Clock Subarea: The intent of this Plan is to promote the preservation, conservation, development and redevelopment of a functional, attractively developed environment to further existing office, financial, commercial/retail, cultural, educational, personal and professional services and residential activities within the Town Clock Subarea. The continued development and enhancement of those land uses permitted within the Downtown Commercial Business District (C-4), the Business District (C-5) and the 5 Office Residential (OR) zones of the City of Dubuque's Zoning Ordinance are encouraged. LAND USE maps (Attachments C-1 and C-2; on file at the Dubuque City Clerks Office) identify the existing and the proposed land uses within the Town Clock Subarea. b. Old Main Subarea: The intent of this Plan is to promote private investment and reinvestment in a variety of commercial/retail, entertainment and residential uses while furthering existing commercial/retail, personal and professional services, entertainment and residential activities within the Old Main Subarea. The continued development and enhancement of those land uses permitted within the Downtown Commercial Business District (C-4) and Business District (C-5) zones of the City of Dubuque's Zoning Ordinance are encouraged. LAND USE maps (Attachments C-3 and C-4; on file at the Dubuque City Clerks Office) identify the existing and the proposed land uses within the Old Main Subarea. c. Upper Main Subarea: The intent of this Plan is to promote the preservation, conservation, development and redevelopment of this downtown neighborhood of residential, office and commercial/retail uses. The continued development and enhancement of those land uses permitted within the Downtown Commercial Business District (C-4), the Business District (C-5), the Office Residential (OR) and Office Service (OS) zones of the City of Dubuque's Zoning Ordinance are encouraged. LAND USE maps (Attachments C-5 and C-6; on file at the Dubuque City Clerks Office) identify the existing and the proposed land uses within the Upper Main Subarea. d. Ice Harbor Subareas A and B: The intent of this plan is to encourage a mix of residential, commercial/retail, recreational and educational uses in these Subareas. An adopted Planned Unit Development ordinance shall regulate land uses and zoning in the Ice Harbor Subareas A and B. LAND USE maps (Attachments C-7 and C-8; on file at the Dubuque City Clerks Office) identify the existing and the proposed land uses within the Ice Harbor Subareas A and B. 2. PLANNING AND DESIGN CRITERIA: a. Town Clock, Old Main and Upper Main Subareas: The planning and design criteria to be used to guide the physical development and redevelopment of the Town Clock, Old Main and Upper Main Subareas are those standards and guidelines contained within the City of Dubuque's Zoning Ordinance and other applicable local, 6 state and federal codes and ordinances subject to the conditions contained in this subsection. b. Ice Harbor Subareas A and B: The planning and design criteria to be used to guide the physical development and redevelopment of the Ice Harbor Subareas A and B shall be the Port of Dubuque Master Plan Design Standards attached hereto as Attachment D, which is on file at the Dubuque City Clerks Office. c. Historic Preservation Commission Review: Additionally, the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Structures shall be used to guide the exterior modifications of historic and architecturally significant properties financed in whole or in part by the City of Dubuque and the improvement, installation, construction or reconstruction of public improvements in the District. Said projects shall be reviewed by the Historic Preservation Commission for compliance with the above referenced standards. d. Off-Premise Signage: No off-premise signage shall be allowed in the Ice Harbor Subareas A and B. e. Overhead Utility Lines: No new overhead utility lines shall be installed within the District where underground placement is feasible. G. LAND ACQUISITION AND DISPOSITION The City of Dubuque is prepared to acquire and dispose of property in support of the development and redevelopment of the District within the parameters set forth below. 1. Land Acquisition: The City may acquire property for private development or redevelopment by contractual agreement or by right of eminent domain. The City reserves the right to acquire, by negotiation or eminent domain, property rights required for the construction or reconstruction of streets and public utilities, or any other public facility or improvement. No properties are identified for acquisition in this Plan. 2. Land Disposition: Publicly held land will be sold for the development of viable uses consistent with this Plan, and not for purposes of speculation. Land will be disposed of in accordance with the requirements set forth in Chapter 403 of the Iowa Code, Urban Renewal Law. Developers and redevelopers will be selected on the basis of the quality of their proposals and their ability to carry out such proposals while complying with the requirements of this Plan. Developers and redevelopers will be required by contractual agreement to observe the Land Use Requirements and Planning and Design Criteria of this Plan. The contract 7 and other disposition documents will set forth the provisions, standards and criteria for achieving the objectives and requirements outlined in this Plan. H. RELOCATION REQUIREMENTS Relocation assistance in accordance with applicable provisions of Chapter 316 of the Iowa Code, Highway Relocation Assistance Law, will be provided in the event that an existing business or residence is displaced by publicly supported development or redevelopment activities. I. FINANCING ACTIVITIES To meet the OBJECTIVES of this Plan and to encourage the development and redevelopment of the District and private investment therein, the City of Dubuque is prepared to provide financial assistance to qualified industries, businesses and housing developers through the making of loans or grants under Chapter 15A of the Iowa Code and through the use of tax increment financing under Chapter 403 of the Iowa Code. 1. Chapter 15A Loan or Grant: The City of Dubuque has determined that the making of loans or grants of public funds to qualified industries, businesses and housing developers is necessary to aid in the planning, undertaking and completion of urban renewal projects authorized under this Plan within the meaning of Section 384.24(3)(q) of the Iowa Code. Accordingly, in furtherance of the objectives of this Plan, the City of Dubuque may determine to issue bonds or loan agreements, in reliance upon the authority of Section 384.24A, Section 384.24(3)(q), Section 403.12 (general obligation bonds) or Section 403.9 (tax increment bonds), for the purpose of making loans or grants of public funds to qualified entities. Alternatively, the City may determine to use available funds for the making of such loans or grants. In determining qualifications of recipients and whether to make any such individual loans or grants, the City of Dubuque shall consider one or more of the factors set forth in Section 15A.1 of the Iowa Code on a case-by-case basis. 2. Tax Increment Financing: The City of Dubuque is prepared to utilize tax increment financing as a means of financing eligible costs incurred to implement the Public Purpose Activities identified in Section E of this Plan. Bonds or loan agreements may be issued by the City under the authority of Section 403.9 of the Iowa Code (tax increment bonds) or Section 384.24A, Section 384.24(3)(q) and Section 403.12 (general obligation bonds). The City acknowledges that the use of tax increment revenues delays the ability of other local taxing bodies to realize immediately the direct tax benefits of new development in the District. The City believes, however, that the use of tax increment 8 revenues to finance the public improvements and to promote private investment in the District is necessary in the public interest to achieve the OBJECTIVES of this Plan. Without the use of this special financing tool, new investment may not otherwise occur or may occur within another jurisdiction. If new development does not take place in Dubuque, property values could stagnate and the City, County and School District may receive less taxes during the duration of this Plan than they would have if this Plan were not implemented. 9 Tax increment financing will provide along-term payback in overall increased tax base for the City, County and School District. The initial public investment required to generate new private investment will ultimately increase the taxable value of the District well beyond its existing base value. Tax increment reimbursement may be sought any of the eligible costs incurred by the City in connection with any of the Publie Purpose Activities described in Section E of this Plan, including but not limited to the following: a. Planning and administration of the Plan; b. Construction of any of the public improvements, amenities and facilities described in Section E of this Plan or otherwise contemplated by the Plan within the District, including pre-development planning, environmental assessment and remediation, feasibility analysis and engineering costs; c. Acquisition, installation, maintenance and replacement of public improvements throughout the District including but not limited to street lights, benches, landscaping, appropriate signage and rest rooms; d. Acquisition of land and/or buildings and preparation of same for sale to private developers, including any "write down" of the sale price of the land and/or building; e. Preservation, conservation, development or redevelopment of buildings or facilities within the District to be sold or leased to qualifying for-profit and not-for-profit organizations, developers and businesses; f. Loans or grants to qualified entities under Chapter 15A of the Iowa Code, including debt service payments on any bonds issued to finance such loans or grants, for purposes of expanding the business or activity, or other qualifying loan programs established in support of the Plan; and g. Providing the matching share for a variety of local, state and federal grants and loans. 3. Proposed Amount of Indebtedness: At this time, the extent of improvements and new development within the District is only generally known. As such, the amount and duration for use of the tax increment revenues for public improvements and/or private development can only be estimated; however, the actual use and amount of tax increment revenues to be used by the City for District activities will be determined at the time specific development is proposed. It is anticipated that the maximum amount of indebtedness which will qualify for tax increment revenue reimbursement during the duration of this Plan, including acquisition, public improvements and private development assistance, will not exceed $75,000,000. Current indebtedness is approximately $39,000,000. At the time of adoption of this Plan, the City of Dubuque's current general obligation debt is $41,715,000 (a list of obligations is found as Attachment E; on file at the Dubuque City Clerks Office) and the applicable constitutional debt limit is $145,400, 539. J. STATE AND LOCAL REQUIREMENTS All provisions necessary to conform with state and local laws have been complied with by the City of Dubuque in the implementation of this Plan and its supporting documents. K. DURATION OF APPROVED URBAN RENEWAL PLAN This Plan shall continue in effect until terminated by action of the City Council, but in no event before the City of Dubuque has received full reimbursement from all incremental taxes for its advances and principal and interest payable on all Tax Increment Financing or general obligations issued to carry out the OBJECTIVES of the Plan. The DEVELOPMENT AND REDEVELOPMENT REQUIREMENTS established, or as amended from time to time by the City of Dubuque Zoning Ordinance, shall remain in effect in perpetuity. L. SEVERABILITY In the event one or more provisions contained in this Plan shall be held for any reason to be invalid, illegal, unauthorized or unenforceable in any respect, such invalidity, illegality, unauthorization or unenforceability shall not affect any other provision of this Plan and this Urban Renewal shall be construed and implemented as if such provision had never been contained herein. PLAN M. AMENDMENT OF APPROVED URBAN RENEWAL This Plan may be amended from time to time to respond to development opportunities. Any such amendment shall conform to the requirements of Chapter 403 of the Iowa Code, Urban Renewal Law. Any change effecting any property or contractual right can be effectuated only in accordance with applicable state and local law. N. ATTACHMENTS The following attachments are a part of this Plan and are on file at the Dubuque City Clerks Office: 11 A Urban Renewal District Map, with Subareas B Public Activity Area Map C Land Use Maps C-1 Town Clock Subarea Existing Land Use Map C-2 Town Clock Subarea Proposed Land Use Map C-3 Old Main Subarea Existing Land Use Map C-4 Old Main Subarea Proposed Land Use Map C-5 Upper Main Subarea Existing Land Use Map C-6 Upper Main Subarea Proposed Land Use Map C-7 Ice Harbor Subareas A and B Existing Land Use Map C-8 Ice Harbor Subareas A and B Proposed Land Use Map D Port of Dubuque Master Plan Design Standards E List of Current General Obligation Debt F:\USERS\Adejong\Urban Renewal\2007.1 Amendment\2007 Greater Downtown UR changes.doc 12 EXHIBIT B CITY ATTORNEY'S CERTIFICATE 14 BARRY A. LINDAHL, ESQ. CITY ATTORNEY RE: Dear _.~., n-t~' crrY or ~ - `°a ~ ... (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. Very sincerely, BAL:tIs Barry A. Lindahl, Esq. City Attorney 15 EXHIBIT C OPINION OF DEVELOPER'S COUNSEL 16 Mayor and City Councilmembers Cit~r 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 , (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa ("City") dated for reference purposes the day of , 20_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a limited liability company organized and existing underthe laws of the State of and has full power and authority to execute, deliver and perform in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by Developer of the Development Agreement and the carrying out of the terms thereof, will not result in violation of any provision of, or in default under, the articles of incorporation and bylaws of Developer, any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject. 3. There are no actions, suits or proceedings pending or threatened against or affecting Developer 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 17 j~ k\~ st i3t11 Serc~et I7ca~1u{us~, l~;u<t 52(ltll--it~fi~~~ (5b3i ~$~a_~I ;10 ~hcne {5~,3) aa~a. ~,_}~ tax rtt rt~gr~i~ritt°«fti til>tariu~.c>f~c (DATE) Dear 1'1 fl" t"'T'Y t~k I ~ a „,. ..u~. 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 20 body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the financial position or operations of City or which affects the validity of the Agreement or City's ability to perform its obligations under this Agreement. (6) 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 which representations and warranties shall continue and survive the Closing Date. Sincerely, Michael C. Van Milligen City Manager MCVM:jh 21 EXHIBIT E MEMORANDUM OF DEVELOPMENT AGREEMENT 22 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 German Bank Building L. L.L.P. was made regarding the following described premises: Lot 10A in the City of Dubuque, Iowa according to the United States Commissioner's Map of the City of Dubuque, Iowa The Development Agreement is dated for reference purposes the day of 20_, 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 , 20 CITY OF DUBUQUE, IOWA By: Roy D. Buol, Mayor By: Jeanne F. Schneider, City Clerk 23 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 Jeanne F. Schneider, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, 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, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Michael D. Steele to me personally known, who being by me duly sworn did say that he is the Chief Executive Officer of German Bank Building L. L.L.P. and that said instrument was signed on behalf of said company by authority of its members and that he acknowledged the execution of this instrument to be the voluntary act and deed of said company by it voluntarily executed. Notary Public, State of Iowa 24 INSURANCE SCHEDULE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide. 2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of cancellation to the City of Dubuque, except for 10 day notice for non- payment, if cancellation is prior to the expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such certificates shall include co ies of the following policy endorsements: a) Commercial General Liability policy is primary and non-contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. Developer shall be required to carry the following minimum coverage/limits or greater if required by law or other legal agreement: a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions from the standard ISO commercial general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. 25 INSURANCE SCHEDULE (Continued) Governmental Immunity Endorsement identical or equivalent to form attached. Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers shall be named as an additional insured on General Liability Policies using ISO endorsement CG 20 26 0704 "Additional Insured -Designated Person or Organization," or it's equivalent. - See Specimen b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 c) UMBRELLA EXCESS LIABILITY LIQUOR OR DRAM SHOP LIABILITY Coverage to be determined on a case by case basis by Finance Director. Completion Checklist ^ Certificate of Liability Insurance (2 pages) ^ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) ^ Additional Insured 20 26 07 04 ^ Governmental Immunities Endorsement 26 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT Nonwaiver of Governmental Immunitv. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunitv. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non-Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 27 Rf7l1iY ~iJ~ti3t"'tt' tr"'Li#~lAAERCIAI. iR+tit_ r„iJ4i~ll.l'P"1f ~`~~,'~' END4RSl4NT t«idANCa~'8 ~ PflL~CIf_. ~. RED ~ CAREFULLY. ~~~~~~ ~~ ~~~N~~~~~I~ TC~s C1KiC3lYl m~iifes iCt~!>•~mcp p~CV~~ac! taerd~t -n~;lurirt~: ~?~~,~tv1Lt:~:lAl;Er~Erc~L t ~.;P~=.ITYVERAGE PART BCHELIULE ~,, t?f Addttianat trxsvrgd ~nt(St t~' ~71r~»lx~iat ~ } _.~ 'f~-f> Ci;~ n!' OubugUe, f, ylt~~~n~ ~+!! it5 ~i~aMt~r! rlr~ =pn!tintr€~ : "('C~~~S, t1~7 1`:i k ~',_~1_!Yµ'v~ u3i~ ~'~~ktflt"Sm 7t~~ '!`S t4'1dt'9~5~ c~~-t'nl~i'iclti5 ~I~~d~Qt" btu"°~5!^'`~1!?5 ~tlt! L'~t3i~" ;73~Y[; °t?aiiib#?Y'S, f>7';}~t'r,~fit?f!S ~t#S~ W+G~t1M'~E~-r'S., i PtYcarrta~~cr~, t~ n ~,~r~~ir?~ ~~ f .fiedt;i~. G rant ~t~~vrt ~~7C1'~. '~~N ~C ~fll6~iYtf_ir" the t'Yprf.a~atu~r~ ~e+sti+arr tt - Wlwi~ 16 JU# d5sur'iad i5 >irtCr`dcd i;: irr- ~lu~ ~a sa EC~1t1+xs~ti tn~uoci th=M pe~rsu';e.~ ~x s7r+~.yr5a ts"oo{~} ~*vtm in tt~c sa~h3~+atC, t;rtT ~i~t5• vAih r~~crt tc7 t~+hdd-y t;~ 't~tr:'tisj in~~^~'. "~sr.~a~-ty carria;;te;" GN 't'~t9~~ai a-rd ~d'/artsirr~ n•urv` c~u~~r; ~~ ivt~r,a rr ir+ n;;n. t~• ylur ;rc~ Ur nmrs~v~r=~ :`.r tF~ 3CP.: or or~.s. storms Cif it55Gn ,':'i•n~ an p'!tur`t:~k~!" A, En tti~ ll~rGr'na.'IGt at yourCr.~c~~a}~ .:sx~r,:i[~r,,. cr (3t, srr Cc~H~rt4;u•~ kvr'.~ ~;r ~rnls+~~ v~an~d ~}* ~r xq~tf to t rr ~ a~ n~ nos r ~, C~, ~ ... _ .. ~. '~ i£9 ~, trt.. 2 RJR !oft LI 28 ~.,._...._.~,~ ~w._. ~ .... _ ..~_ ~~0#~Q. ~ERTIFIC~4TE QF .IA~1.1TY tNE~I~#N~~ ~"`~'"•~"`~`, rt__..... _~..,~ ~.~ c~z~z~~zoas _.__.__.a...,...._ ~ _ _ ___ r~ai~~ (583~SSts-827 ~'AJC (Z>}SSfs-~fid~r '!'Ft~R"T`i"IC.t4i"Et$t3SUEt31~S111MttEttt~r ~ti~cNtMAtk7!Ni 11~t'~kiiGltft AGkf'KY t'lAit.Y AbU t:C~H4fift6 MO R~'fNTE llPON THE C€RTIFICA?E S i bttii~ I .4W1#IE55 tlni.a~R. 7tits CEftT~iCA Tt WE5 Np i AlAi Nt), EX'1`E+1Ci t>R A47Efi T}fiECOYERdG,, b)"F Y !t1 C117f~ S1~li:a tLP ~~ IN ~tDRLi2.*, st i URDINC 4QYERAt1~ ~ NAtC !t ._.~._.__~..... ....w,m.. __ _ ___.-...~._r.~..__ a».. m.. _.. ~Y^.JsEtr ~O'~'VaAy ~. ~r,aa LnSF1P'.fi':L P. 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I Ul' ?I'I t l 't t 1. ~ ; - t,A .F ~ .G:;':- •- ,_ _, - 1 tiC~ 00 awrovo~t+:.u~~rr ~ a ~ ~._~ ._~.. ~ .K..~ > { „~ 1. , t4 1 v(f;Gl» J ~; r ~ro ~ Yi~ ~ '~ i s.. as^s,. _i ~ .~ ~ ... .,.~.m ~. i.~ 1'.: <.W 3: ~ w. ~~.n,H :EA91 i! ~ ~t l.N i-i .1a41M '. ,.. ~ # Jtt ~iAa~ .~t~ ~ r s~ r ,ltC.( i .xis. zc~a~avr~tt,:~t.aw:..rp. ~- _.__.. .r rs .:~na A~. ,. v ~..........<#.tl ! ~ ~ t ...,...«... 111 .w......w+..... ri: S11 __ .. ~. RkflRY.tt.~.: (,N4~~3AS~~f, ~hU ,t~~ t.~! `~tlf _ _N,IAb;~Lx..-.,,alts ., ._.~.„,®,~,-, r ~~°~~ ~. ri ar 1 <v i°t? t k T.`4~~hl.. rfr~. f ~_:, : r ., __, , ~ 1bD ~ p.. r ~ ._ 1C~ Er+ tk t l.Ft .. r t , r',t tt a ;ra~':~ 1flQ~0 *S 1 .;t, f W..' 9~Ctt Fs-~ h ix6.:St t r r.#! ....~ ....._ • iMI,U INx"IWl'J`~kt°lNt~i/~d'Lltt:.X1tV`1a~YY H~a,~.i t~~:11'~~R~OL`6'L'iY +yY !MT'SK~I~l +'R3'AyR3Rgt t'T3Y K~F iM18lW~JE I5 LI5TL0 ~S AY aUp1tTS~'ti~1~51ED ph ~E'`ERAL L:Tt1~xl.ttY i}ni it°ISt ld~sitiG Y E~E- ' F~7kM tG 2Q 26 47 pa i~ritraa ir~t~tEO-3~~IGNAT~13 PERyt~IV @R t1iCWVZZATTt~" tIR C15 EQt1YVILAi~Ci, ~L LIABILITY P~.ICY ~ PIkIWaRY ~n It-C:"i~Y81I7I1«~. POIt~ CG 25 04 D3 +F7 "UI::4LGNii'~ Lt`~472t1'#S" RAL Li,4BI121'Y ECdtl'I t«INiT ."xKd'_L IFXI.UDED. 4R-+r~C~TAtIr ~~Nt ~ dtS trr,~~-tSE~iE~(IT I~ I11CI.117. P4L3CIES 5~t~ii.L 4[ EtSrn tte f'K()VXt}E 3f5 GiiY AE1~J Np'TI~CE ~ ~AtrCftl.arlt~q iJ cr°Y fit U118itQ11E ~AT~_~R axt~yt,;) xt11f QFr tklsi;~4Y-0~" rpa.~r~ n ~:>.•r+e ru r p tt t trxc ~ ~,. E$i'rK~ rtvr~ a~TE Ti~11$OF, 11~l33i~IDi PiS9M9C iNAt t. iij(?k'd~?{f~it . GI`~Y t;!F tK! 3n._rav~yi~rrtp~~ra',a'~x.a^tFm~rw~r^FaAnrxnawcara_n:~rrr, SST'!" MALt~ 1~E%A~II(itdiiiXit SG W. i3TN STRLY x'XX%XX ~i<. lit ~r I ~varc sarxr~x~ra .~ a~~;xs~ [la [Z~Vi,~361 w:3.C~RO Wttk"~CttATtCNi tA~ 29 ~OPUR1'AN7 ft~lC tt' t f ~: ;::::rtr`ti!'t~ :'ilt 14C}t)I I ;t1C. !t•<'3::tf:C) it>r ~l;'iGy4iw~; rrlretE tr~zs z= ~v bzv. A sta4~rtat~rr~i tKr ti ris r:~ r rn , r ~S9t~k flG`: Ci511Y~Y 14 ! U:'ti(it:~clks tN2h: st kr tirzl~r tat t9 z+?, ~ ux:e neu er•i iEl.~~. if ~t.}6 ~OGt;Tir.rtl !S ;t.R hI~C}, ~~ . r, a ~t iv Inr; b~vt is anrf ~n ~ ~ ~ : ~ ~ i t, ~y t)f ~~ N~~-f, u: a tei; , p rr iNilttErrl 6vti ~r•xxY'~k'i"'t5i)Y. ~+ *~tsik-^ ~,t r7ti 'h'S C+~2lFr~ib ice-<.t~d.i rdc~~~ zq~itta ~C: t3t~ca~ld~ :sd ili hEyi rL`t IitN~" li°ltHfCafAFStI~;.'d:', i ~~~.`'~ IhB G~:1fN.%ti~i7( ~~::...~:irr.rtul Nu±n4K°Bfflt 8A7ltll41f5 itl tfC7G'Stlrrt~:k%:":>:1N0R4 F1 U:rtttt.;~4r lr(~.r `tte tssw`?~ irt~dg~d;, .tut"~~irpt~ tt2frr13~~N.td~ bt , Ptfi~! ~lcr c:~! 4d°~a iv rl~ . ,Rx! :~,,~ ~ttrrn ~ircroip t>+ rruyavW v ilia>+r.:, ~x't+JiA01" Ct~eov~r~g C'! tf~t• pCt~:?~ lici.-: dI *~rrnr SPECIMEN 2b(~001dQ8~ 30 CtNNM~R~~L GEA1lr?1rtA1. LIAB~.ITY tai 25 tt443$'rb7 Ti~i ~YtC3C?f~EMr~NT CF'iA~€~GiES'C`NT~~~yy,tY. F~~F,.~1,8~ ~~*+AG i't GA~tLI.'l. ~!~©Ev71~~a~~~V L ,~~ ~ 1~~~~7 Tlt3~ttrrs5r.:t~trr• rtnt -9t~itYir.A'at ~'lMCriJ#:f`(f :,r,rira't~rrs k'llcrivat~: ~~ CC~rtF1RA~tC1Al. tiER~`il t.ilr6~tt 1°CY t`CSVF ~fcC.~ PAt?T ~ ~~ ~~ ~~ $~N Da~~natecf LcetaR~r-n~a). l` r;a cr tt a;:pa~rB a3t?:rrt? i~frmY;t(y r~tui tsrYracntoct~ tt~g Est! _ ~ntwit his u#u in Ei.zr~:i~r. ~< °r'r{?I^3~4 tG :C'~ t3r~Ctr~t-t~nk,} A t-~r €atl:,urrtL rah>'s ir~u~ez9 ksa;rxr~rsr» ir~~Yii• vl:tipai bx ICY yts rfatrra ~ueeri !vr "r7ct:Yfrre~r'kr_4" _nai~' t".t)1'}~i~ v h A iSF?_ ~"rt_atti tl :psi fio• rt~.At ~ .. ~a~s~0 rJ~ ~r~. ~:n~s urtt~r C~C?Vts~ ~ k:aZ TIC~Pd Ij, tvhiv~ ~n tsp. ath6but~d artly try Cfl:cratsC.rrb as d bics~ 7. A =.p~arrtt~ ~}~3si~ Y~uti i.Ut:~:ron C,t~nt~ri~ A~t~r~~a~ -.snit 3~~~s to h de~~r~~i~~ ocat,~ri - ~r~ i :hit emir rs r:~pagt iKs t-r=tu~~~d r~6 `.Sir ~GIT:t"~jl i~~~.t4g3tE Lttt72 ah~DWn in iht is~;cirtQitx~ 2 Tl~ Ce:ssg+r3lrc! ;.ar.~ttan i;~rar~ s.~rx~g~t>~ i rr re.t =z• Drr rnusl vrc v~iH Y Erar the sum cd' Ali s1Frrrir~ges >bn~r r;Y~!['S':+'tC,C R, c>kcea, sfarat~- a~as b~,cat3ee, ref `60~6~~ mtt;r~' pC , t;iopi ~ixr€i~ar~e` rnsi~~2a xfi dh~ '~,rrdvcts c:~mtaia€<~e! 1G~-ti?i)4~i1S 11aYlkliC', ~rt~j Itlt friHl~iC:~i! k'Ytf:4.r84{t4 ur.<i~r l,f1VfFtrt(E ~ tt':3tGoS ~E t8~ rturn- U~<` i2~, G. C aN~YS rrY~:t~ £~' iasa~ti, s€ C. Ntr6Utts ~ ~iza¢rt~na mt><ci~g C$ CX tyr,~tt''i[~" 9. tt^tj tr:~yrs3prts ttt3K~8 utfdCr fC~'Jlrf•:A~i~' A b7Y si~tn~~t~ w !~* C'.{?~.IERI~c;`st'° fir rrr~t ~~~w~~se; 3tra~ renu:~ t-e C:*~~i~ tiatac L~K~tstY~r Cam; ~rtrt lMd~Yr«a~-ata L:rnit fpr d+~gnarr+~ 'igt:~prt~tt-` ;;,,~n n~irrr+rait €itl rigt re~u:.~ tha Genera lqr s,>~Yrr> r~rrt stuwn in tt_A (7s-.`ri;.i{H)tgy nnr 4-r~'I thray re~- d4c~3 ar=y ~JthEr f.?e51 l.~s;ian Gertxr;it A~y~rd~~te~ t.irrttf > tt er ,-t~~.+~rs~ttt °'3e~eets;in' sfix~rv~t rn pttlusra ~~ce~~. +~.`'rcr imihs RhCtNn ~ tht G£MdUnr~ tcr' E.at~t J tiu`yY~r:;c. Firs [. ~rxt ~A?~1~:~Y1 tx- par~ r~,nt~nu~ 'u ~p~v- ~de°~vevtr r~ste~ of taei~s,~ !su~jr?a:t ki ~'?~ ~~ri°3r~il,",r~r~gat3 Limit shtn>,~r irr ;r>m Ct~e:i:~ratgn, K6rci1 rrntt; w.t Cs 8uae~.t ;x.~ Utz ~is}tl~.vt>fu ~tsi ei t nr:.~•~ytt 3. ngu~~'l~ 31 $.ftx •a1~ 3:t.•4~s Wf~a.t ttR.: ii,ti..i~ii ti':xt~t~~s i+''ty C. ok~~+Fcd ft1 Gip ~~ ~~~ cs~~.d ixlp 'r~x;ure=~a~~~` <.~naar ~~~~.tc~~ }4 '~~~II~Hi fj. arc to a±l rxt+ett:~) ~r~r:;u,; r~~,~.~,~I t?~ 'irri• Lt~*rt: Utti:,tr t",{1'~Ik~f~tkfi3E ~. i$~CrTlQ'N l} '~h Ct~ C4~`yr~R (N5 ~it~!-r+~tsaci rrnty tc +ak~~tr~.:~k ~ Ctc desi3s~ata~ 'kzcaherY bhLr~rtl 8~9E ~1 atov ~r. °l. A,,'t, ix3yrrerr!9 Brie ursdtar ~ A ~ ~~r-i~gr~s e•: G4YEE C yet nit~~~a=- £x.~tt3es shag rRti-x;~ the a~rtuni U~,~3iia~le trcrr 1t t3 t R4~t~i7~ty L#"af c=r tic Pructu~. b-G;.'t~ t,34~~ats~n-~ . ~~';~`+tC l., r-rt v t.~:.tu;1rlt' ,~ sppsl:.BAkE,v ent3 Z. ~t pkXymE~~ wit, riot rECiuc:sr;rw} G~:;rpttmt~tt 'AttaCre is'3vrra~t fiJr I~im'~~'tit~ r~r~~c~~i:t :A, r.i #Ta 'rncx~~rfi, tcxtKif~ted L~Lr~:iptt& hazar~k' a pf0~ v5ced, :u~~ psvmeni~ foi csma~f=b t:~r•~.utic- ,i "bsadi'y it=~,I"y'' of 'pt~pctf~+ d~rrt~j~' r7C1~[.1~d i~~ kt~~ `~~c.~;urla~i~otn~e~c ~a~r~ti~,r~ hnf ~~M I'8dId4E C?i~ f'tr~~taGtS-Gimp"pied :.ip43+akr A~- ~~et)8ics k.ttflitc`tfi `1L'i r4C~s ['1t3 ~ ~fd~` (.2Ri~ nom' dtp l~Cap~nlt8;7 i..:ti:~3.°1tR 4Eh- era AGpreq~!e i.rmrt tJ. 1'~r :hcz ~x.r~,es cat 'd1 ttkt ~fi- niti~s ~,rt~~-ion sa :~mrast! ~ ~~ fscxt ~' clue :`r+ItNring ~e~irri cn: 'Lcr,~kiori' *.~t~tts pfG:"'isS~ ~VA~ ld`e~ 6L9A1~t ter ~Ct}7q !eta, cN ~ct~rtit rsr~ae sx~trr~c- ~dh IS ~tP.-ct:~R6ts CIC~'~ ~ 8 1`L7f'~t~° lcr3- 3ertiva~ ~ rig~-t-c£•way of a ~. 1135 pr{IMi9H5t'$ ~ k,aret~ ~1~ Ittturrnt7^.f= I,S~~i'FC~PI Illk !tip A1r~awls~ t110L~ ~' khBS rtIE~CS19C11~ klzl#tk 4et+22 rtLNA ~0 i;~lR•7 ~i' - , SPECIMEN 32