Approving Assignment of Development Agreement with Novelty Iron Landlord LLC to the Hotel Dubuque L.L.C. and setting a hearing to approve a Sixth Amendment to Development Agreement with The Hotel Dubuque L.L.C._InitiateCity of Dubuque
City Council Meeting
Copyrighted
September 19, 2022
Items to be set for Public Hearing #
03.
ITEM TITLE: Approving Assignment of a Development Agreement between the City of
Dubuque, Iowa and Novelty Iron Landlord LLC to the Hotel Dubuque
L.L.0 and setting a hearing to approve a Sixth Amendment to a
Development Agreement between the City of Dubuque, Iowa and The
Hotel Dubuque, L.L.C.
SUMMARY: City Manager recommending City Council adoption of a resolution
approving assignment of a Development Agreement between the City of
Dubuque, Iowa and Novelty Iron Landlord LLC to the Hotel Dubuque
L.L.C. and approval of a resolution setting a public hearing for October 3,
2022 to authorize a Sixth Amendment to Development Agreement
between the City of Dubuque, Iowa, and The Hotel Dubuque, L.L.C.
RESOLUTION Consenting to the Assignment of a Development
Agreement between the City of Dubuque, Iowa and Novelty Iron
Landlord LLC to the Hotel Dubuque L.L.C.
RESOLUTION Fixing the date for a public hearing of the City Council of
the City of Dubuque, Iowa on the proposed Sixth Amendment to
Development Agreement by and between the City of Dubuque, Iowa the
Hotel Dubuque L.L.C. including the proposed issuance of Urban
Renewal Tax Increment Revenue Grant Obligations to the Dubuque
Hotel L.L.C., and providing for the publication of notice thereof
SUGGESTED Receive and File; Adopt Resolution(s), Set Public Hearing for October
DISPOSITION: 3, 2022Suggested Disposition:
ATTACHMENTS:
Description Type
MVM Memo - Assignment of a Development Agreement City Manager Memo
Staff Memo - Assignment of a Development Agreement City Manager Memo
Resolution Approving Assignment of Development Resolutions
Agreement
Assignment of Development Agreement Supporting Documentation
MVM Memo - 6th Amendment City Manager Memo
Staff Memo - 6th Amendment Staff Memo
Resolution Setting Public Hearing Resolutions
6th Amendment to DA Supporting Documentation
Notice of Hearing Supporting Documentation
THE CITY OF
Dubuque
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All -America City
Masterpiece on the Mississippi'
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2017202019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving Assignment of a Development Agreement Between
the City of Dubuque, Iowa and Novelty Iron Landlord LLC To the Hotel
Dubuque L.L.C.
DATE: September 15, 2022
The Hotel Dubuque L.L.C. has entered into a Purchase Agreement with Novelty Iron
Landlord, LLC, to purchase the Condominium Units and Parking Lot presently owned by
Novelty Iron Landlord, LLC, and constituting the entirety of the assets of Novelty Iron
Landlord, LLC.
Novelty Iron Landlord, LLC has requested the City's consent to the assignment of the
Development Agreement to The Hotel Dubuque L.L.C. pursuant to the Assignment and
Assumption of Contract Rights and Obligations attached hereto.
Senior Council Barry Lindahl is recommending approval.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:as
Attachment
CC' Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Council
Jill Connors, Economic Development
THE C
DUj!BaFE
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: September 14, 2022
Dubuque
All•Merica Cif
M1.tiift'�Al.i A'A'.If-,v. AA-
2007-2012.2013
2017*2019
RE: Resolution Approving Assignment of a Development Agreement Between
the City of Dubuque, Iowa and Novelty Iron Landlord LLC To the Hotel
Dubuque L.L.C.
The City of Dubuque, Iowa (hereinafter "City") and Warehouse Trust, LLC, entered into a
Development Agreement dated for reference purposes the 17th day of June 2013 for the
development of certain Minimum Improvements described therein, namely, Condominium
Units and Parking Lot; and
The Development Agreement, as amended, was subsequently assigned to Novelty Iron
Landlord, LLC with the consent of the City; and
The Hotel Dubuque L.L.C. has entered into a Purchase Agreement with Novelty Iron
Landlord, LLC, to purchase the Condominium Units and Parking Lot presently owned by
Novelty Iron Landlord, LLC, and constituting the entirety of the assets of Novelty Iron
Landlord, LLC.
The Hotel Dubuque L.L.C. intends to improve some or all of Unit B to operate as a full -
service boutique hotel, currently contemplated as a JdV by Hyatt or similar brand; and
Novelty Iron Landlord, LLC has requested the City's consent to the assignment of the
Development Agreement to The Hotel Dubuque L.L.C. pursuant to the Assignment and
Assumption of Contract Rights and Obligations attached hereto.
I recommend that the attached resolution be submitted to the Mayor and City Council for
adoption.
BAL:JLM
cc: Jill Connors, Economic Development Director
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAX (563) 583-1040 / EMAIL balesq@cityofdubuque.org
Prepared by Barry A Lindal Esq. 300 Main St Ste 330 Dubuque IA 52001-6944 (563) 583 4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 306-22
CONSENTING TO THE ASSIGNMENT OF A DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND NOVELTY IRON LANDLORD LLC
TO THE HOTEL DUBUQUE L.L.C.
WHEREAS, the City of Dubuque, Iowa (hereinafter "City") and Warehouse Trust,
LLC, entered into a Development Agreement dated for reference purposes the 17th day
of June 2013 for the development of certain Minimum Improvements described therein,
namely, Condominium Units and Parking Lot; and
WHEREAS, the Development Agreement, as amended, was subsequently
assigned to Novelty Iron Landlord, LLC with the consent of the City; and
WHEREAS, The Hotel Dubuque L.L.C. has entered into a Purchase Agreement
with Novelty Iron Landlord, LLC, to purchase the Condominium Units and Parking Lot
presently owned by Novelty Iron Landlord, LLC, and constituting the entirety of the assets
of Novelty Iron Landlord, LLC; and
WHEREAS, the legal description of the two (2) Condominium Units will be
amended to identify the properties as:
"Unit A of Novelty Iron Works Condominiums located on Lot 1 of Lot 1 of Center
City Place #2" (hereinafter "Unit A"); and
"Unit B of Novelty Iron Works Condominiums located on Lot 1 of Lot 1 of Center
City Place #2 and Lot 2 of Lot 1 of Center City Place #2" (hereinafter "Unit B"); and
WHEREAS, The Hotel Dubuque L.L.C. intends to improve some or all of Unit B to
operate as a full service boutique hotel, currently contemplated as a JdV by Hyatt or
similar brand; and
WHEREAS, Novelty Iron Landlord, LLC has requested the City's consent to the
assignment of the Development Agreement to The Hotel Dubuque L.L.C. pursuant to the
Assignment and Assumption of Contract Rights and Obligations attached hereto; and
WHEREAS, The City Council finds that it is in the best interests of the City of
Dubuque to consent to the Assignment and Assumption of Contract Rights and
Obligations.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, AS FOLLOWS:
1. The City of Dubuque hereby consents to the Assignment and Assumption of
Contract Rights and Obligations
2. The Mayor is authorized and directed to sign the Assignment and Assumption of
Contract Rights and Obligations on behalf of the City of Dubuque.
Passed, approved, and adopted this 19th day of September, 2022.
Attest:
a��
Adrienne N. Breitfelder, City Clerk
ASSIGNMENT AND ASSUMPTION OF CONTRACT RIGHTS AND OBILIGATIONS
This Assignment and Assumption of Contract Rights and Obligations (the "Assignment
and Assumption Agreement") is made and entered into as of September , 2022, by and
between Novelty Iron Landlord LLC, an Iowa limited liability company ("Assignor") and The
Hotel Dubuque L.L.C., a Minnesota limited liability company ("Assignee").
WHEREAS, Assignor is a parry to that certain Development Agreement dated June 17,
2013, as amended (the "Contract"), pursuant to which the City of Dubuque, Iowa, (the "City") has
agreed to provide certain benefits to Assignor and Assignor has agreed to develop that real property
within the City as described in (the "Property"), and in accordance with, the Contract;
WHEREAS, Assignor and Assignee have entered a Purchase and Sale Agreement under
which Assignee would purchase the Property from Assignor (the "Purchase Agreement").
WHEREAS, Assignor desires to assign its rights under the Contract to Assignee, and
Assignee has agreed to assume the obligations of Assignor under the Contract;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
1. Assignment and Assumption. Effective concurrent with the latter to occur of closing
of the transaction contemplated by the Purchase Agreement orconsent of the City (the
"Effective Date"):
(a) Assignor hereby assigns, sells, transfers and sets over to Assignee all of Assignor's
right, title, benefit, privileges and interest in arising under or in connection with the
Contract (collectively, the "Assignment");
(b) Assignee hereby accepts the Assignment and assumes and agrees to observe and
perform all of the duties, obligations, terms, provisions and covenants, and to pay
and discharge all of the liabilities of Assignor to be observed, performed, paid or
discharged under or in connection with the Contract on or after the Effective Date;
and
(c) Assignor shall remain fully responsible for all of its obligations under the Contract,
notwithstanding any transfer of the property to Assignee and the assumption of any
of the Assignor's obligations thereunder.
2. Representations and Warranties of Assignor. Assignor hereby represents and warrants
to Assignee:
(a) The Contract is in full force and effect and is valid and enforceable in accordance
with its terms;
(b) Assignor is and has been in compliance with the terms of the Contract since the
effective date of the Contract;
(003866071
(c) To Assignor's knowledge, the City is and has been in compliance with the terms of
the Contract since the effective date of the Contract;
(d) The City has not exercised its right of non -appropriation under Section 3.3(4) of
the Contract and Assignor has no knowledge of the City's intent to so exercise such
right of non -appropriation; and
(e) Assignor has not received notice of any alleged or potential breach of the Contract.
3. Indemnification.
(a) Assignor hereby agrees to indemnify and to hold Assignee harmless from and
against any and all loss, cost, liability, damage or expense, including without
limitation, reasonable attorneys' fees (collectively, "Costs"), originating or relating
to the period on or prior to the Effective Date, and arising out of or with respect to
the failure of Assignor to have performed any of the obligations of the Developer
under the Contract which accrued on or prior to the date hereof.
(b) Assignee hereby agrees to indemnify and to hold Assignor harmless from and
against any and all Costs, originating or relating to the period after the Effective
Date and arising out of or with respect to the failure of Assignee to perform any of
the obligations of the Developer under the Contract accruing after the date hereof.
4. Further Actions. Each of the parties hereto covenants and agrees, at its own expense,
to execute and deliver, at the request of the other party hereto, such further instruments
of transfer and assignment and to take such other action as such other party may
reasonably request to more effectively consummate the assignments and assumptions
contemplated by this Assignment and Assumption Agreement.
5. Governing Law. This Assignment and Assumption Agreement shall be governed by
and construed in accordance with the laws of the State of Iowa without giving effect to
the principles of conflicts of laws thereof.
6. Counterparts. This Agreement and any amendments hereto, may be executed in one or
more counterparts, each of which constitutes an original, and all of which, collectively,
constitutes one agreement. The signatures of all parties need not appear on the same
counterpart and any counterpart signature pages, to the extent signed and delivered by
means of a facsimile machine or other electronic means, including transmission of .pdf
copies by electronic mail, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal effect
as if it were the original signed version thereof delivered in person.
{END OF AGREEMENT — SIGNATURE PAGE FOLLOWS}
(003866071
DocuSign Envelope ID: 9786E35C-FE96-4DCF-8A3B-OAD0837689FB
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
ASSIGNOR:
Novelty Iron Landlord LLC,
an Iowa Limited liability company
ASSIGNEE:
The Hotel Dubuque L.L.C.
a Minnesota Limited Liability Company
By:E000naion.a by;
Z 996
Its:
(0038b607�
CONSENT
The undersigned, on behalf of the City of Dubuque, Iowa (the "City"), does hereby consent to
the assignment and assumption of the Development Agreement by and between the City and
Novelty Iron Landlord, LLC, as successor by assignment to Warehouse Trust, LLC, dated June
17, 2013, as amended, in accordance with the terms of the foregoing Assignment and Assumption
of Contract Rights and Obligations.
CITY:
CITY OF DUBUQUE, IOWA
By:
avanag
Its: Mayor
Date: September 20, 2022
100386607)
THE CITY OF
DUB E
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
2007-2012.2013
2017*2019
SUBJECT: Setting a Hearing to Approve a Sixth Amendment to a Development
Agreement between the City of Dubuque, Iowa and The Hotel Dubuque,
L.L.C.
DATE: September 15, 2022
Economic Development Director Jill Connors is recommending approval of a resolution
setting a public hearing for October 3, 2022 to authorize a Sixth Amendment to
Development Agreement between the City of Dubuque, Iowa, and The Hotel Dubuque,
L.L.C.
On June 17, 2013, the City entered into a Development Agreement with Warehouse
Trust, LLC, assigned to Novelty Iron Landlord LLC, for the renovation of the Novelty Iron
Works Building.
The Hotel Dubuque, L.L.C. has entered into a Purchase Agreement with Novelty Iron
Landlord, LLC, to purchase the Condominium Units and Parking Lot presently owned by
Novelty Iron Landlord, LLC. The Hotel Dubuque, L.L.C. is proposing to construct at least
eighty (80) hotel rooms, with supporting spaces, branded as a full -service boutique hotel,
with a capital investment of approximately Twenty -Five Million Dollars ($25,000,000.00).
The Novelty Iron Landlord, LLC Condominium Units and Parking Lot comprised 3
condominium units. The condominium regime has been amended to two units: Unit A, the
apartment units and Unit B, the hotel and parking lot.
The proposed Sixth Amendment makes the following necessary modifications to the
Development Agreement:
• Reflects the assignment of the Development Agreement to The Hotel Dubuque,
L.L.C.
• Establishes the substance and cost of the new minimum improvements to be
carried out on the new taxable parcel.
• Modifies the semi-annual economic development grants to reflect two taxable
parcels. Unit A (the residential portion of the building) will receive 9 years of tax
increment rebates. This fulfills the remainder of the originally committed 15 years
of TIF (which payments were committed in 2012 upon execution of the
Development Agreement and began in November 2016). Unit B (the hotel) will
receive 10 years of TIF rebates, the existing 9 years plus one additional year,
consistent with the City's practice of providing 10 years of TIF for a major
rehabilitation.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:as
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Counsel
Jill Connors, Economic Development Director
Dubuque Economic Development
Department
THE CITY OF b:&d 1300 Main street
All-Me1*109ft Dubuque, Iowa 52001-4763
kxv,�. awccrvar Office (563) 589-4393
DUB-li&E 1 htt (563) w.city fd
® http://www.cityofdubuque.org
2007-2012.2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Setting a Hearing to Approve a Sixth Amendment to a Development
Agreement between the City of Dubuque, Iowa and The Hotel Dubuque,
L.L.C.
DATE: September 15, 2022
I' k I:to] 110101lei Z 1
This memorandum presents for City Council review and approval of a resolution setting
a public hearing for October 3, 2022 to authorize a Sixth Amendment to Development
Agreement between the City of Dubuque, Iowa, and The Hotel Dubuque, L.L.C.
BACKGROUND
On June 17, 2013, the City entered into a Development Agreement with Warehouse
Trust, LLC, assigned to Novelty Iron Landlord LLC, for the renovation of the Novelty Iron
Building.
On August 5, 2013, the Dubuque City Council approved a First Amendment, by
Resolution No. 246-13 B. The First Amendment allowed five of the 76 rental units to be
rent restricted, as defined in Internal Revenue Code Section 42(g)(2)(C) and occupied by
individuals whose income as illustrated by HUD Handbook 4350.3 REV-1 (or subsequent
versions), is less than or equal to 80 percent of the area median family income (adjusted
for household size) as determined and adjusted annually by HUD. The remaining 71
apartment units were to remain available at market -rate rents.
On January 6, 2014, the Dubuque City Council approved a Second Amendment. By
Resolution No. 3-14. The Second Amendment extended the closing date to June 30,
2014.
On March 16, 2015, the Dubuque City Council approved a Third Amendment by
Resolution No. 94-15. The Third Amendment extended the completion date to March 10,
2015, clarified when payments were to be due for certain parking spaces that were
committed from the City, clarified the amount of voluntary assessment to be forgiven, and
set forth the documentation requirements in order for the City incentives to be paid.
On December 21, 2015, the Dubuque City Council approved a Fourth Amendment by
Resolution No. 428-15. The Fourth Amendment removed Section 3.1 Parking from the
Development Agreement.
On June 19, 2017, The Dubuque City Council approved a Fifth Amendment by Resolution
No. 212-17. The Fifth Amendment modified Section 2.1 to include the entire property
valuation and Section 3.3 to reflect this change in the amounts paid for the semi-annual
economic development grants. The Fifth Amendment also reflects a name change of The
National Bank to Triumph Community Bank a division of TBK Bank, SSB, which holds the
collateral assignment of the Development Agreement.
DISCUSSION
The Hotel Dubuque, L.L.C. has entered into a Purchase Agreement with Novelty Iron
Landlord, LLC, to purchase the Condominium Units and Parking Lot presently owned by
Novelty Iron Landlord, LLC, and constituting the entirety of the assets of Novelty Iron
Landlord, LLC. The Development Agreement will be assigned by Novelty Iron Works to
The Hotel Dubuque, L.L.C. Inside the existing Novelty Iron Works building, The Hotel
Dubuque, L.L.C. is proposing to construct at least eighty (80) hotel rooms, with supporting
spaces, branded as a full -service boutique hotel, with a capital investment of
approximately Twenty -Five Million Dollars ($25,000,000.00).
The Novelty Iron Landlord, LLC Condominium Units and Parking Lot comprised 3
condominium units. The condominium regime has been amended to two units: Unit A, the
apartment units and Unit B, the hotel and parking lot.
The proposed Sixth Amendment makes the following necessary modifications to the
Development Agreement:
• Reflects the assignment of the Development Agreement to The Hotel Dubuque,
L.L.C. including the Developer representations and warranties, and sets a new
closing date for related documents.
• Establishes the substance and cost of the new minimum improvements to be
carried out on the new taxable parcel.
2
• Modifies the semi-annual economic development grants to reflect two taxable
parcels. Unit A (the residential portion of the building) will receive 9 years of tax
increment rebates. This fulfills the remainder of the originally committed 15 years
of TIF (which payments were committed in 2012 upon execution of the
Development Agreement and began in November 2016). Unit B (the hotel) will
receive 10 years of TIF rebates, consistent with the City's practice of providing 10
years of TIF for a major rehabilitation.
RECOMMENDATION / ACTION STEP
I recommend that the City Council adopt the attached resolution setting a public hearing
for October 3, 2022 to approve a Sixth Amendment to the Development Agreement. The
proposed project would promote the City's goal of creating a robust local economy with
diverse businesses and jobs and economic prosperity.
3
Prepared by Barry A Lindal Esq. 300 Main St Ste 330 Dubuque IA 52001 6944 (563) 583 4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13'^ St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 307-22
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON THE PROPOSED SIXTH AMENDMENT TO DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA THE HOTEL
DUBUQUE L.L.C. INCLUDING THE PROPOSED ISSUANCE OF URBAN RENEWAL
TAX INCREMENT REVENUE GRANT OBLIGATIONS TO THE DUBUQUE HOTEL
L.L.C., AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
WHEREAS, the City of Dubuque, Iowa (hereinafter "City") and Warehouse Trust,
LLC, entered into a Development Agreement dated for reference purposes the 17th day
of June 2013 for the development of certain Minimum Improvements described therein,
namely, Condominium Units and Parking Lot; and
WHEREAS, the Development Agreement, as amended, was subsequently
assigned to Novelty Iron Landlord, LLC with the consent of the City; and
WHEREAS, The Hotel Dubuque L.L.C. has entered into a Purchase Agreement
with Novelty Iron Landlord, LLC, to purchase the Condominium Units and Parking Lot
presently owned by Novelty Iron Landlord, LLC, and constituting the entirety of the assets
of Novelty Iron Landlord, LLC; and
WHEREAS, the legal description of the Condominium Units and Parking Lot will
be amended to identify the properties as:
"Unit A of Novelty Iron Works Condominiums located on Lot 1 of Lot 1 of Center
City Place #2" (hereinafter "Unit A"); and
"Unit B of Novelty Iron Works Condominiums located on Lot 1 of Lot 1 of Center
City Place #2 and Lot 2 of Lot 1 of Center City Place #2" (hereinafter "Unit B"); and
WHEREAS, The Hotel Dubuque L.L.C. intends to improve some or all of Unit B to
operate as a full service boutique hotel, currently contemplated as a JdV by Hyatt or
similar brand; and
WHEREAS, The Hotel Dubuque L.L.C. has requested that the City agree to the
Sixth Amendment to the Development Agreement attached hereto; and
WHEREAS, the Development Agreement provides for the issuance by City of
economic development grants to The Hotel Dubuque L.L.C., referred to therein as Urban
Renewal Tax Increment Revenue Grant Obligations, payable from the tax increment
revenues collected in respect of the Improvements to be constructed by The Hotel
Dubuque L.L.C. in accordance with the Development Agreement, for the purpose of
carrying out the objectives of an Urban Renewal Plan for the Greater Downtown Urban
Renewal District; and
WHEREAS, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City Clerk is hereby authorized and directed to cause this
Resolution and a Notice to be published as prescribed by Iowa Code Section 364.7 of a
public hearing on the City Council's intent to approve the proposed Development
Agreement, to be held on the 3rd day of October, 2022 at 6:30 p.m.
Section 2. The City Council will also meet at said time and place for the purpose
of taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations, the proceeds of which obligations will be used to carry out certain of the special
financing activities described in the Urban Renewal Plan for the Greater Downtown Urban
Renewal District, consisting of the funding of economic development grants to The Hotel
Dubuque L.L.C., pursuant to the Development Agreement under the terms and conditions
of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax Increment
Revenue obligations will be approximately $4,159,329.
Section 3. The City Clerk is hereby directed to cause at least one publication to
be made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City, said
publication to be not less than four days nor more than twenty days before the date of
said meeting on the disposal of the City's interest in the Property and the issuance of said
obligations.
Section 4. That the Notice of the proposed action shall be in substantially the
form attached hereto.
Passed, approved and adopted this 19th day of September, 2022.
Brad MCavanagh, Mayor
Adrienne N. Breitfelder, City Clerk
SIXTH AMENDMENT
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
THE HOTEL DUBUQUE L.L.C.
This Sixth Amendment to Development Agreement, dated for reference purposes the
day of September, 2022, is made and entered into by and between the City of Dubuque and The
Hotel Dubuque L.L.C., a Minnesota limited liability company (hereinafter "Developer").
WHEREAS, the City of Dubuque, Iowa (hereinafter "City") and Warehouse Trust, LLC,
entered into a Development Agreement dated for reference purposes the 17th day of June 2013
which Development Agreement was subsequently assigned to Novelty Iron Landlord, LLC with
the consent of the City; and
WHEREAS, the Developer has entered into a Purchase Agreement with Novelty Iron
Landlord, LLC, to purchase the Condominium Units and Parking Lot presently owned by Novelty
Iron Landlord, LLC, and constituting the entirety of the assets of Novelty Iron Landlord, LLC; and
WHEREAS, the legal description of the two (2) Condominium Units will be amended to
identify the properties as:
"Unit A of Novelty Iron Works Condominiums located on Lot 1 of Lot 1 of Center City
Place #2" (hereinafter "Unit A"); and
"Unit B of Novelty Iron Works Condominiums located on Lot 1 of Lot 1 of Center City
Place #2 and Lot 2 of Lot 1 of Center City Place #2" (hereinafter "Unit B"); and
WHEREAS, the Developer intends to improve some or all of Unit B to operate as a full
service boutique hotel, currently contemplated as a JdV by Hyatt or similar brand; and
WHEREAS, the aforementioned Development Agreement, along with applicable
amendments, has now been assigned to and assumed by Developer with the consent of the City;
and
WHEREAS, there have been five prior amendments to the Development Agreement, dated
the 21 st day of August 2013, the 6th day of January, 2014, the 16th day of March, 2015, the 2 1 " day
of December, 2015, and the 191h day of June, 2017, respectively, and
WHEREAS City and Developer have agreed to this Sixth Amendment to the Development
Agreement.
THEREFORE, in consideration of the mutual terms and covenants contained herein, the
parties agree as follows:
09132022bal{00383624 2} 1
Section 1.2(1) and (7) of the Development Agreement are hereby amended with the
following change:
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties:
(1) Developer is a limited liability company duly organized and validly existing
under the law of the State of Minnesota and has all requisite power and
authority to own and operate its properties, to carry on business as now
conducted, and to enter into and perform its obligations under the
Agreement.
(7) Developer will, as of the Closing Date, have firm commitments for
construction financing and permanent financing for the Project in an
amount sufficient, together with equity commitments, to successfully
complete the requirements of this Agreement and shall provide evidence
thereof to the City prior to the Closing Date."
2. Section 1.3 of the Development Agreement is hereby amended with the following change:
1.3 Closing. The Closing shall take place on the Closing Date which, at the earliest,
shall be the 41h day of October, 2022, or such other date as the parties shall agree in writing,
but in no event shall the Closing Date be later than the 30th day of December, 2022.
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.
Section 1.4 of the Development Agreement is amended by adding thereto the following:
(9) Developer shall have furnished City with evidence, in a form satisfactory to City
(such as a letter of commitment from a bank or other lending institution), that Developer
has firm financial commitments in an amount sufficient, together with equity
commitments, to commence construction of and complete the Minimum Improvements (as
defined in this Sixth Amendment) in conformance with the Construction Plans (as defined
herein), or City shall have received such other evidence of Developer's financial ability as
City in its reasonable judgment requires.
(10) Developer's counsel shall issue a legal opinion to City confirming the
representations contained herein in the form attached hereto as Exhibit B-1 as of the date
of this Sixth Amendment.
(11) Developer shall have executed and delivered to City the Irrevocable License
attached hereto.
(12) Developer shall provide proof of insurance required by Sec. 4.6 for the Minimum
Improvements required by Sec. 2.1 (5). Developer shall also provide and maintain or cause
to be maintained at all times during the process of constructing the Minimum Improvements
09132022bal{00383624 2} 2
and at their sole cost and expense (and, from time to time at the request of City, furnish
City with proof of insurance in the form of a certificate of insurance for each insurance
policy):
Builder's risk insurance, written on a completed value in an amount equal to one hundred
percent (100%) of the replacement value of the Minimum Improvements, naming City as a
named insured and lender loss payable. Coverage shall include the "special perils" form.
3. Section 2.1 of the Development Agreement is hereby amended with the addition of the
following language to read as follows:
2.1 Required Minimum Improvements.
(4) The reference in this Agreement to Minimum Improvements shall mean the
Minimum Improvements set forth in the June 17, 2013, Development Agreement,
and the five subsequent Amendments thereto, that have been substantially
completed, and the Additional Minimum Improvements described herein.
(5) The Additional Minimum Improvements: Hotel and Lodging Units.
Developer shall improve Unit B of the Property by creating not less than eighty
(80) hotel rooms, with supporting spaces, branded as a fully service boutique hotel
and currently anticipated to be a "JdV by Hyatt" or similar brand. Not less than
185,518 square feet of space shall be dedicated to the operation of the Hotel.
(6) The Hotel and Lodging Units are referred to collectively herein as the
Additional Minimum Improvements and shall be a capital investment of
approximately Twenty -Five Million Dollars ($25,000,000.00). A Site Plan is
attached to this Sixth Amendment.
(7) Certain findings regarding City Building Code nonconformances were
issued on July 18, 2022, and attached hereto as Exhibit A. As part of the Minimum
Improvements, Developer agrees to complete the repairs identified by City in
Exhibit A within the timeframes identified therein or as those timeframes may be
adjusted in the future as agreed to between Developer and City.
4. Section 2.2 of the Development Agreement is hereby amended with the addition of the
following language:
4.2 Plans for Construction of Additional Minimum Improvements.
Additional Plans and Specifications, including, but not limited to, drawings, specifications,
and related documents with respect to the improvements to be constructed by the Developer
on the property for the Hotel and Lodging Units shall be submitted to City, for approval by
City not later than March 30, 2023. Approval of all Plans and Specifications shall not be
unreasonably withheld.
09132022bal{00383624 2} 3
5. Section 2.3 of the Development Agreement is hereby amended with the addition of the
following language:
2.3 Timing of Additional Minimum Improvements.
(3) Developer hereby agrees that construction of the Additional Minimum
Improvements referenced in Section 2.1(4) (the Hotel and Lodging Units) shall be
commenced within ninety (90) days after the Closing Date and shall be
substantially completed within twenty-four (24) months of the Closing Date.
6. Section 3.3 of the Development Agreement is hereby amended to read as follows:
3.3 Semi-annual Economic Development Grants: "Unit All. For, and in
consideration of the urban renewal plan for the Project Area and the Urban Renewal Law,
City agrees, subject to Development being and remaining in compliance with the terms of
this Agreement to make eighteen (18) consecutive semi-annual payments on the following
dates (such payments being referred to collectively as the "Unit A" Economic
Development Grants) to Developer:
November 1, 2022
May 1, 2023
November 1, 2023
May 1, 2024
November 1, 2024
May 1, 2025
November 1, 2025
May 1, 2026
November 1, 2026
May 1, 2027
November 1, 2027
May 1, 2028
November 1, 2028
May 1, 2029
November 1, 2029
May 1, 2030
November 1, 2030
May 1, 2031
Pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a
portion of the tax increment revenues collected by City under Iowa Code Section 403.19
(without regard to any averaging that may otherwise be utilized under Iowa Code Section
403.19 and excluding any interest that may accrue thereon prior to payment to Developer)
during the preceding six-month period in respect of the Minimum Improvements
constructed by Developer (the Developer Tax Increments). For purposes of calculating the
amount of the "Unit A" Economic Development Grants provided in this Section, the
Developer Tax Increments shall be only those tax increment revenues collected by City in
respect of the increase in the assessed value of Unit A above the assessment of January 1,
2012 ($218,943.00) for Unit A. The Developer Tax Increments shall not include (i) any
property taxes collected for the payment of bonds and interest of each taxing district, (ii)
any taxes for the regular and voter -approved physical plant and equipment levy and
instructional support levy, (iii) the remaining actual amount of tax increment revenues
collected by City in respect of the valuations of Unit A prior to January 1, 2012, and (iv)
any other portion required to be excluded by Iowa law, and thus such incremental taxes
will not include all amounts paid by Developer as regular property taxes.
09132022bal{00383624 2} 4
(1) To fund the "Unit A" Economic Development Grants, City shall certify to
the County prior to December 1, 2015, its request for the available Developer Tax
Increments resulting from the assessments imposed by the County as of January 1
of that year and each year thereafter until and including June 1, 2026, to be collected
by City as taxes paid during the following fiscal year and which shall thereafter be
disbursed to the Developer on November 1 and May 1 of that fiscal year. (Example:
if City so certifies in December 2022, the Unit A Economic Development Grants
in respect thereof would be paid to the Developer on November 1, 2023, and May
1, 2024.)
(2) The "Unit A" Economic Development Grants shall be payable from and
secured solely and only 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 Hotel Dubuque TIF Account of City, f/k/a Novelty Iron
Works TIF Account. 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 Hotel
Dubuque TIF Account to pay the "Unit A" Economic Development Grants, as and
to the extent set forth in Section 3.3(2) hereof. The "Unit A" Economic
Development Grants shall not be payable in any manner by other tax increment,
revenues, or by general taxation or from any other City funds. City makes no
representation with respect to the amounts that may be paid to Developer as to "Unit
A" 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 Hotel Dubuque TIF Account (regardless of the amounts
thereof) to the payment of the "Unit A" Economic Development Grants to
Developer as and to the extent described in this Section.
3) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project area and the remaining actual amount
of the property taxes paid by Developer to City, or any available "Unit A"
Economic Development Grants under Section 3.3(2) hereof, for any purpose for
which such tax increment revenues may lawfully be used pursuant to the provisions
of the Urban Renewal Law, and City shall have no obligations to Developer with
respect to the use thereof.
4) Non-appropriation/Limited Source of Funding. Notwithstanding anything
in this Agreement to the contrary, the obligation of City to pay any installment of
the "Unit A" Economic Development Grant shall be an obligation limited to
currently budgeted funds, and not a general obligation or other indebtedness of City
or a pledge of its full faith and credit under the meaning of any constitutional or
statutory debt limitation, and shall be subject in all respects to the right of non -
appropriation by the City Council as provided in this Section 3.3(4). City may
exercise its right of non -appropriation as to the amount of the installments to be
paid during any fiscal year during the term of this Agreement without causing a
termination of this Agreement. The right of non -appropriation shall be exercised
09132022bal{00383624 2} 5
only by resolution affirmatively declaring City's election to non -appropriate funds
otherwise required to be paid to Developer in the next fiscal year under this
Agreement.
(a) In the event the City Council elects to not appropriate sufficient
funds in the budget for any future fiscal year for the payment in full of the
installments on the Economic Development Grant due and payable in that
fiscal year, then: i) City shall have no further obligation to Developer for
the payment of all installments due in the next fiscal year which cannot be
paid with the funds then appropriated for that purpose; and,
ii) Developer shall be released from all further obligations under this
Agreement during that same fiscal year.
(b) Each installment of the "Unit A" Economic Development Grant
shall be paid by City solely from funds appropriated for that purpose by the
City Council from taxes levied on the Property that are allocated to the
special fund pursuant to Iowa Code (2021) §403.19(2).
(c) The right of non -appropriation reserved to City in this Section 3.3(4)
is intended by the parties, and shall be construed at all times, so as to ensure
that City's obligation to pay future installments on the "Unit A" Economic
Development Grants shall not constitute a legal indebtedness of City within
the meaning of any applicable constitutional or statutory debt limitation
prior to the adoption of a budget which appropriates funds for the payment
of that installment or amount. In the event that any of the provisions of this
Agreement are determined by a court of competent jurisdiction to create, or
result in the creation of, such a legal indebtedness of City, the enforcement
of the said provision shall be suspended, and the Agreement shall at all
times be construed and applied in such a manner as will preserve the
foregoing intent of the parties, and no event of default shall be deemed to
have occurred as a result thereof. If any provision of this Agreement or the
application thereof to any circumstance is so suspended, the suspension
shall not affect other provisions of this Agreement which can be given effect
without the suspended provision. To this end the provisions of this
Agreement are severable.
3.3.1 Semi-annual Economic Development Grants: "Unit B". For, and in consideration
of the urban renewal plan for the Project Area and the Urban Renewal Law, City agrees,
subject to Development being and remaining in compliance with the terms of this
Agreement to make twenty (20) consecutive semi-annual payments on the following dates
(such payments being referred to collectively as the "Unit B" Economic Development
Grants) to Developer:
November 1, 2022
May 1, 2023
November 1, 2023
May 1, 2024
November 1, 2024
May 1, 2025
09132022bal{00383624 2} 6
November 1, 2025
May 1, 2026
November 1, 2026
May 1, 2027
November 1, 2027
May 1, 2028
November 1, 2028
May 1, 2029
November 1, 2029
May 1, 2030
November 1, 2030
May 1, 2031
November 1, 2031
May 1, 2032
Pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a
portion of the tax increment revenues collected by City under Iowa Code Section 403.19
(without regard to any averaging that may otherwise be utilized under Iowa Code Section
403.19 and excluding any interest that may accrue thereon prior to payment to Developer)
during the preceding six-month period in respect of the Minimum Improvements
constructed by Developer (the Developer Tax Increments). For purposes of calculating the
amount of the "Unit B" Economic Development Grants provided in this Section, the
Developer Tax Increments shall be only those tax increment revenues collected by City in
respect of the increase in the assessed value of Unit B above the assessment of January 1,
2012 ($496,557.00) for Unit B. The Developer Tax Increments shall not include (i) any
property taxes collected for the payment of bonds and interest of each taxing district, (ii)
any taxes for the regular and voter -approved physical plant and equipment levy and
instructional support levy, (iii) the remaining actual amount of tax increment revenues
collected by City in respect of the valuations of Unit B prior to January 1, 2012, and (iv)
any other portion required to be excluded by Iowa law, and thus such incremental taxes
will not include all amounts paid by Developer as regular property taxes.
(1) To fund the "Unit B" Economic Development Grants, City shall certify to the
County prior to December 1, 2015, its request for the available Developer Tax Increments
resulting from the assessments imposed by the County as of January 1 of that year and each
year thereafter until and including June 1, 2026, to be collected by City as taxes paid during
the following fiscal year and which shall thereafter be disbursed to the Developer on
November 1 and May 1 of that fiscal year. (Example: if City so certifies in December
2022, the "Unit B" Economic Development Grants in respect thereof would be paid to the
Developer on November 1, 2023, and May 1, 2024.)
(2) The "Unit B" Economic Development Grants shall be payable from and secured
solely and only 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
Hotel Dubuque TIF Account of City, f/k/a Novelty Iron Works TIF Account. 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 Hotel Dubuque TIF Account to pay the "Unit B" Economic Development
Grants, as and to the extent set forth in Section 3.3(2) hereof. The "Unit B" Economic
Development Grants shall not be payable in any manner by other tax increment, revenues,
or by general taxation or from any other City funds. City makes no representation with
respect to the amounts that may be paid to Developer as to Unit B in any one year and
under no circumstances shall City in any manner be liable to Developer so long as City
09132022bal{00383624 2} 7
timely applies the Developer Tax Increments actually collected and held in the Hotel
Dubuque TIF Account (regardless of the amounts thereof) to the payment of the "Unit B"
Economic Development Grants to Developer as and to the extent described in this Section.
(3) City shall be free to use any and all tax increment revenues collected in respect of other
properties within the Project area and the remaining actual amount of the property taxes
paid by Developer to City, or any available "Unit B" Economic Development Grants under
Section 3.3(2) hereof, for any purpose for which such tax increment revenues may lawfully
be used pursuant to the provisions of the Urban Renewal Law, and City shall have no
obligations to Developer with respect to the use thereof.
3.3.2. In no event shall the base value for the Property be less than $715,500.
7. Section 4.12(1) of the Development Agreement is hereby amended to read as follows:
(1) Devote the Property to, and only to and in accordance with, the uses specified in
the Urban Renewal Plan (and City represents and agrees that use of the Property as
commercial, retail, market rate residential and full service hotel and lodging 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
Section 4 is amended by adding the following thereto:
4.14. Developer shall comply with the terms and conditions of the Irrevocable License.
8. Section 6.1 of the Development Agreement is hereby amended to read as follows:
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 properly given if and
when delivered in person, one (1) day after being deposited with a prepaid nationally
recognized overnight delivery service, or three (3) business days after having been
deposited in any U.S. Postal Service receptacle and sent by registered or certified mail,
postage prepaid, addressed as follows:
If to Developer: The Hotel Dubuque L.L.C.
c/o Ms. Kim McDermott
333 East loth Street
Dubuque, Iowa 52001
With copy to: Hammer Law Firm, PLC
Susan M. Hess
590 Iowa Street, Suite #2
Dubuque, Iowa 52001
If to City: City Manager
09132022bal{00383624 2} 8
City Hall
50 West 131h Street
Dubuque, Iowa 52001
With copy to: City Attorney
City Hall
50 West 131h Street
Dubuque, Iowa 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.
9. Section 6.3 of the Development Agreement is hereby amended to read as follows:
6.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2032 (the Termination Date).
[END OF AMENDMENT — SIGNATURE PAGE FOLLOWS]
09132022bal{00383624 2} 9
CFTY (IF DURUOtIE, IOWA
BY: BY.
Mayor City Clerk
THE HO DUBUQUE L.L.C.
BY: C
uthorixed Signer
pmmmaa104232021bal
04232021bal
Mayor and City Councilmembers
City Hall
13th 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, as amended
(Development Agreement) between Developer and the City of Dubuque, Iowa (City)
dated for reference purposes the day of , 20_
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Developer is a limited liability company organized and existing under the
laws of the State of and has full power and authority to execute, deliver
and perform in full Development Agreement. The Development Agreement has been duly
and validly authorized, executed and delivered by Developer and, assuming due
authorization, execution and delivery by City, is in full force and effect and is valid and
legally binding instrument of Developer enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer,
any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree,
order, statute, rule, regulation or restriction to which Developer is a party or by which
Developer's property is bound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer or any member of Developer in any court or before any arbitrator or
before or by any governmental body, including but not limited to tax proceedings, audits,
or foreclosure proceedings.
Very truly yours,
11
IRREVOCABLE LICENSE
AUTHORIZING THE HOTEL DUBUQUE L.L.C.
TO CONSTRUCT AND MAINTAIN A BRIDGE OVER WASHINGTON STREET PUBLIC
RIGHT-OF-WAY
This Irrevocable License is dated for reference purposes the day of
.2022.
Section 1. THE HOTEL DUBUQUE L.L.C. as the owner of the premises,
(Licensee), known as the Bridge over Washington Street between the Voices Building
and Novelty Iron Works in Dubuque, Iowa, shown on Exhibit A, and located in Lot 1 of
Wilmac Place in the City of Dubuque, Iowa, is hereby granted an Irrevocable License
and authority to construct and maintain the Bridge over Washington Street public right-
of-way between the Voices Building and Novelty Iron Works, (Encroachment) under the
terms and conditions set forth in this License.
Section 2. The permission herein granted is expressly conditioned on
Licensee's agreement to:
a) Assume any and all liability for damages to persons or property which may
result from the existence, location, installation, construction or maintenance
of said Encroachment;
b) Procure and maintain in force during the term of this License a policy of
liability insurance as set forth in the attached Insurance Schedule A;
c) Pay on behalf of the City of Dubuque, all sums which the City of Dubuque
shall become obligated to pay by reason of the liability imposed upon the City
of Dubuque for damages of any kind resulting from the location, installation,
existence, construction or maintenance of said Encroachment sustained by
any person or persons, caused by accident or otherwise to defend at its own
expense and on behalf of said City any claim against the City of Dubuque
12
arising out of the location, installation, existence, construction or maintenance
of Encroachment and to pay reasonable attorney fees therefor; and
d) Indemnify, defend and hold the City of Dubuque free and harmless from any
and all claims, including but not limited to damages, loss, liability and expense
for death and/or injuries to third persons or damages to property of third
persons, or for damage to any property of the City of Dubuque which may
occur as a result of or in connection with the location, installation, existence,
construction, maintenance and repair of Encroachment.
e) Special conditions:
The Encroachment shall be initially inspected by a licensed Professional
Engineer (PE) and/or certified bridge inspector familiar with bridge inspection
protocol as per 1997 AASHTO Pedestrian Bridge Guide Specifications. The
Licensee shall provide a Structural Inventory and Appraisal (SI&A) report
showing whether there is compliance with all applicable federal and state
bridge standards. Based on the inspection / assessment, a load rating of the
bridge structure may also be required, and a recommendation shall be made
if the Encroachment should be inspected on a 2-year cycle or if annually
would be more appropriate. The Licensee shall provide within sixty (60) days
after initial inspection, a copy of the SI&A form(s) and summary report to the
City along with a plan for the correction of any deficiencies shown in the
inspection report(s).
The Licensee shall provide within thirty (30) days after each annual or bi-
annual inspection is completed, a copy of the SI&A form(s) and summary
report to the City.
The Licensee shall provide a plan acceptable to the City within ninety (90)
after the Closing Date for the following which may include evidence that the
corrections have been completed:
• Remove longitudinal deck boards from the west end of the 3rd floor walkway to
expose the transverse structural timber deck and re -assess the structural
condition of the transverse deck and develop an appropriate repair solution
• Re -secure deck boards, drive deck screws flush with deck, and install deck
boards at determined voids to prevent tripping hazards
• Secure pedestrian handrail at toe -rail and resecure at top -rail
• Remove metal ramp from east access of 2nd floor walkway if elevated walkway
will be utilized by pedestrians
• Permanently attach or remove signage at north and south trusses to prevent a
falling debris hazard
• Remove short lengths of steel angle to improve visual aesthetics
• Remove or re -secure holiday lights to prevent a falling debris hazard
• Remove abandoned wires and holiday lights that hang below deck to ensure
safety of traveling public
13
• Perform a lead paint analysis to determine the presence and amount of lead in
the structure paint and develop a plan of action accordingly
• Re -paint truss members
• Apply timber sealer to longitudinal deck boards
• Repair and or reconstruct H-Frame lateral supports
• Perform load ratings of all (4) elevated walkways to determine the structural
capacity.
Section 3. The Encroachment shall be maintained in accordance with all
applicable state and federal laws and regulations, and the Ordinances of the City of
Dubuque.
Section 4. Licensee covenants and agrees that the Irrevocable License herein
granted does not constitute an approval of the design, erection, location, construction,
repair or maintenance of said Encroachment and Licensee hereby covenants and agrees
not to assert such claim or defense against the City of Dubuque in the event of claim
asserted for death, personal injuries and/or property damage against Licensee arising out
of or in any way connected with the location, installation, construction, design, repair and
maintenance of the Encroachment.
Section 5. This Irrevocable License shall become effective and the rights
hereunder accrue to Licensee when this License has been approved by the City Council
and the terms and conditions thereof accepted by Licensee by acceptance endorsed on
this License. This Irrevocable License is not assignable or transferable to another
location. This license is for this property only.
Section 6. The City Clerk is authorized and directed to file at Licensee's
expense a copy of this License in the Office of the Recorder in and for Dubuque County,
Iowa.
Signed this day of 12022.
Attest:
Adrienne N. Breitfelder, City Clerk
Brad M. Cavanagh, Mayor
14
STATE OF IOWA,
COUNTY OF DUBUQUE, SS:
On this day of , , before me, the undersigned,
a Notary Public in and for the State of Iowa, personally appeared Brad N. Cavanagh and
Adrienne N. Breitfelder, to me personally known, who, being by me duly sworn, did say
that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a
municipal corporation, that the seal affixed to the foregoing instrument is the corporate
seal of the corporation, and that the instrument was signed and sealed on behalf of the
corporation, by authority of its City Council on the day of 12022,
and Brad N. Cavanagh and Adrienne N. Breitfelder acknowledged the execution of the
instrument to be their voluntary act and deed.
Notary Public in and for said State
15
ACCEPTANCE OF TERMS AND CONDITIONS OF LICENSE
The undersigned, being duly authorized to execute this Acceptance on behalf of
THE HOTEL DUBUQUE L.L.C. and having read and being familiar with the terms and
conditions of the Irrevocable License, for itself and, its successors, accepts the same
and agrees to be bound by the terms and conditions herein contained.
THE HOTEL DUBUQUE L.L.C.
an
Robert L. Johnson, Managing Member
NOTARY PUBLIC
STATE OF IOWA,
COUNTY OF DUBUQUE, SS:
On this day of , 2022 before me, the undersigned, a Notary
Public in and for said County, in said State, personally appeared ,
managing member of THE HOTEL DUBUQUE L.L.C. to me known to be the identical
person named in and who executed the within and foregoing instrument, to which this is
attached, and acknowledged that he has executed the same as his voluntary act and
deed.
Notary Public In and For Said State
16
INSURANCE SCHEDULE A
1. Developer shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the
coverage required in Exhibit I prior to the lease, license, or permit commencement. All lessees of
City property and right of way licensees or permittees shall submit an updated certificate
annually. Each certificate shall be prepared on the most current ACORD form approved by the
Iowa Insurance Division or an equivalent. Each certificate shall include a statement under
Description of Operations as to why the certificate was issued.
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in
Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each certificate shall be furnished to the Finance Department of the City of Dubuque.
4. The lessee, licensee, or permittee shall be required to carry the minimum coverage/limits, or
greater if required by law or other legal agreement, in Exhibit 1. Failure to provide the required
minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque.
5. Failure to obtain or maintain the required insurance shall be considered a material breach of the
lease, license, or permit.
6. All required endorsements shall be attached to certificate.
7. Whenever a specific ISO form is referenced the current edition of the form must be used unless
an equivalent form is approved by the Director of Finance and Budget. The lessee, licensee, or
permittee must identify and list in writing all deviations and exclusions from the ISO form.
8. If lessee's, licensee's, or permittee's limits of liability are higher than the required minimum limits
then the lessee's, licensee's, or permittee's limits shall be this agreement's required limits.
9. Lessee, licensee, or permittee shall require all subcontractors and sub -subcontractors to obtain
and maintain during the performance of work insurance for the coverages described in this
Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and
sub -subcontractors. Lessee, licensee, or permittee agrees that it shall be liable for the failure of a
subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may
request a copy of such certificates from the lessee, licensee, or permittee.
10. Lessee, license & permittees shall be responsible for deductibles and self -insured retention and
for payment of all policy premiums and other costs associated with the insurance policies
required below.
11. All certificates of insurance must include agents name, phone number and email address.
12. The City of Dubuque reserves the right to require complete, certified copies of all required
insurance policies, including endorsements, required by this Schedule at any time.
13. The City of Dubuque reserves the right to modify these requirements, including limits, based on
changes in the risk or other special circumstances during the term of the agreement, subject to
mutual agreement of the parties.
17
INSURANCE SCHEDULE A (Continued)
EXHIBIT I
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 $1,000,000
Fire Damage Limit (any one occurrence) $50,000
Medical Payments $5,000
1) Coverage shall be written on an occurrence, not claims made, form. The general
liability coverage shall be written in accord with ISO form CG 00 01 or business
owners form BP 00 02. All deviations from the standard ISO commercial general
liability form CG 0001, or Business owners form BP 00 02, shall be clearly
identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General
Aggregate Limit."
3) Include endorsement indicating that coverage is primary and non-contributory.
4) Include Preservation of Governmental Immunities Endorsement (Sample
attached).
5) Include additional insured endorsement for:
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. Use ISO form CG 20 10
(Ongoing operations) or its equivalent.
6) Policy shall include Waiver of Right to Recover from Others Endorsement.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as
prescribed by Iowa Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the lessee, licensee, or permittee is not required to
purchase Workers' Compensation Insurance, the lessee, licensee, or permittee shall
have a copy of the State's Nonelection of Workers' Compensation or Employers' Liability
Coverage form on file with the Iowa Workers' Compensation Insurance Commissioner, as
required by Iowa Code Section 87.22. Completed form must be attached.
C)
D)
E)
INSURANCE SCHEDULE A (Continued)
POLLUTION LIABILITY
Coverage required: Yes _* No
Pollution liability coverage shall be required if the lessee, contracting party, or permittee
has any pollution exposure for abatement of hazardous or contaminated materials
including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs.
Pollution product and completed operations coverage shall also be covered.
Each occurrence
Policy Aggregate
$2,000,000
$4,000,000
1) Policy to include job site and transportation coverage.
2) Include additional insured for:
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. Use ISO form CG 2010.
(Ongoing operations) or its equivalent and CG2037(completed operations) or
its equivalent.
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT
* Yes No
Evidence of property coverage provided: _ Yes
Include the City of Dubuque as Lender Loss Payable.
RIGHT-OF-WAY WORK ONLY:
UMBRELLA/EXCESS
Yes _ No
$1,000,000
The General Liability, Automobile Liability and Workers Compensation insurance
requirements may be satisfied with a combination of primary and Umbrella or Excess
Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of
the primary policies, it shall include the same endorsements as required of the primary
policies including Waiver of Subrogation AND Primary and Non-contributory in favor of
the City.
F) FLOOD INSURANCE
Yes * No
If Required Coverage
19
Please be aware that naming the City of Dubuque as an additional insured as is required by this
Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code
sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent
form.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer 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 insurer 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 Immunity. 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 insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer
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
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
20
::CII31re1
21
TFI CITY OF
DUB E
Masterpiece on the 1V miisslppi
NOVELTY IRON LANDLORD LLC
333 E 10'" ST
DUBUQUE IA 52001
RE: 333 E IC' ST
Attention Property Owner/Manager:
Housing & Community Development Department
Inspection & Construction SerVICe5
350 W 6th St, Suite 312
Dubuque, Iowa 52001-4649
Office 1563) 589-4231
Fax(563) 589-4244
TTY (563) 589-4230
hou.sink@rjtyofdubuque..org
www,ciWdu buqu e.org/housing
DATE: July 18, 2022
333 E IC!" St. locally known as the Novelty Iron Works Building had a courtesy inspection completed overtwo days, July
7", and July 12`h, atthe request of Rodney Carroll, attorney forthe property owner. The scope ofthe inspection was to
identify code concerns throughoutthe property for repair and/or disdosu.re in the event of a sale andf orfurther
conversion of the property. Building Official, Michael Belmont, Deputy Code Official, Ben Pothoff, & Commercial
Building Inspector, JeffZasada participated in the inspection on behalf of the City of Dubuque's, Inspection &
Construction Services division ofthe Housing & Community Development Department. Thefindings ofthe inspection
are documented in this letter along with some guidance regarding the priority for corrective action to be taken on the
violations.
Primary Priority—Theviolations listed below are of a serious naturethatpotent ally affect the safety of the building's
occupants must be corrected as soon as practicable. Associated des lgn/englneering for plan review and permit
application required within 45 days of the date of this notice. Violations to be corrected within 120 days of the date of
this notice.
• 2018 International Building Code (IBC) Section 1020. Residential exit access corridors lack fire separation from
unfinished areas of the building on 2", 3', and 0 floors.
+ 2010 IBC Section 1020. Exit access corridor lads fire separation from storage -area in basement, near bike
storage room.
* 2018 IBC Section 1020. Exit access corridor lacks fire separation from storage area in basement, near comedy
club.
• 2019 IBC Section 713.13.4. Waste chute discharge room lacks required 2hr fire separation.
• Waste chute discharge room floor pit must have appropriate cover installed.
• 2018 IBC Section 508.4. Basement (A-2) Assembly space (comedy club) lacks fire separation from unrelated
storage areas and building common areas.
• 2018 IBC Section 5013.4. Basement (A-2) Assembly space (bar{arcade) lacks fire separation from unrelated
residential storage area.
• 2019 IBC Section 712,1.1. Penetrations in occupied areas indudingvertical penetrations of the floor assembly
(refrigerant line sets and wiringnear openingto unfinished areas) must have f re separation restored.
• 2019 IBC Section 905. Sprinkler standpi pe missing cap In basement exit access area.
Housing & Community Developrhent Department I Inspection & Construction Services 1 35a W. 6<h St, Suite 312 1 Dubuque, IA
52001-4649 1 563.589.4231 1 www.r.iWDfdubuque.org/housiny I www.facebook.corn/CityofDubuqueHousing
22
TH& CITY OF
DUB E
Masterpiece on the 1V miisslppr,
Housing & Community Development Department
Inspection & Construction Services
350 W 6th St, Suite 312
Dubuque, Iowa 52001-4649
Office 1563) 589-4231
Fax (563) 589-4244
TrY (563) 589-4230
hou.sink@rjtyofdubuque..org
www,i:iWdu buqu e.org/housing
Secondary Priority —The violations listed below wiI I need to be corrected; however, the timeline is more flexible as they
may be addressed by the proposed change of use and related construction of unfinished areas. Provide a plan of action
within 90 days to remedythe following violations within 100 days from the date of this notice:
• 2010 IBC Section 712,1.1. Vertical ducting penetrations through floor assemblies must maintain fire separation
via fire dampers or be'enrlosed in properly constructed shaft enclosures.
• 2019 IBC Section 1020. Exit access corridor walls in the R-2 Residential areas, regolre an approved 0.5 hour fire
rated assembly. Corridor walls wllI requiregypsum wall board on both faces.
■ 2019 IBC Section 1020 and IPMC Section 703. Breaks In fire separation throughoutthestructure must be
repaired in accordancewith the International Building Code (IBC) and International Fire Code (IFC), .In several
areas an appropriate corrective action would beto use an approved fire stop sealant.
• IPMC Section 703. Exit access corridorwalls with damage must be repaired to maintain required fire separation.
• NEC 590.3. Temporary construction lighting must be removed from areas not under active renovation including
occupied storage areas. Occupied storage areas must have permanent lighting with installed.
• NPPA 101. Review of emergency and exit lightingthroughoutfirstfloor Is necessary to verify that recent build
outs including interior shops and bar build out has not resulted in obstruction.
• Roofing over the northwestern portion of the property has improper repairs and building management reports
minor areas with ongoing leaking.
• Pedestrian bridge engineering evaluation must be submitted to the Building Official for review priorto use at 2"d
and 3'' levels.
If you are unable to have the violations corrected in the time frames outlined above, or if you have any questions,
contact me to discuss.
You have the right to appeal this notl ce and order within by filing a written application for appeal with the Building Code
and Advisory Appeals Board. Application for appeal must be fled within 20 days after the day the noticewas served
upon you.
If you fai Ito correct these violations, any action taken by the City of Dubuque may be charged againstthe real estate
upon which the structure is located and shall be a lien upon such real estate. In addition, if the violations are not
corrected and an extension has not beengranted bythetime of re -inspection, municipal infraction(s) may.be issued.
Regards,
Michael Belmont
Assistant Director, Building Code Official
Housing and Community Development Department
Housing & Community Developrhent Department I Inspection & Construction Services 1 35a W. 6<h St, Suite 312 1 Dubuque, IA
52001,41Fa48 1 563.589.4231 1 www.r.iWDfdubuque.org/housiny I www.facebook.com/CityofDubuqueHousing
23
SITE PLAN
24
m
4th Floor
5th Floor
— Roof
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public
hearing on the of , 2022, at 6:30 p.m., in the Historic Federal Building, 350 W.
6t" Street, 2nd floor, Dubuque, Iowa, at which meeting the City Council proposes to take
action to approve the Sixth Amendment to a Development Agreement by and between
the City of Dubuque, Iowa and The Hotel Dubuque L.L.C., a copy of which is now on file
at the Office of the City Clerk, City Hall, 50 W 13th Street, Dubuque, Iowa, providing for
the issuance of economic development grants (Urban Renewal Tax Increment Revenue
Grant Obligations) described therein in order to carry out the purposes and objectives of
the Urban Renewal Plan for the Greater Downtown Urban Renewal Area Economic
Development District, consisting of the funding of economic development grants for The
Hotel Dubuque L.L.C., under the terms and conditions of the Urban Renewal Plan for the
Greater Downtown Urban Renewal Area Economic Development District. The aggregate
amount of the Urban Renewal Tax Increment Revenue Grant Obligations cannot be
determined at the present time but is not expected to exceed $4,159,329.
At the meeting, the City Council will receive oral and written comments from any resident
or property owner of said City to the above action. The official agenda will be posted the
Friday before the meeting and will contain public input options. The City Council agenda
can be accessed at https://cityofdubuque.novusagenda.com/AgendaPublic/ or by
contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org.
Written comments regarding the above public hearings may be submitted to the City
Clerk's Office via email at ctyclerk@cityofdubuque.org or by mail to City Clerk's Office,
City Hall, 50 W. 13t" St., Dubuque, IA 52001, before said time of public hearing. At said
time and place of public hearings the City Council will receive any written comments.
Copies of supporting documents for the public hearings are on file in the City Clerk's
Office and may be viewed Monday through Friday between 8:00 a.m. and 5:00 p.m.
Individuals with limited English proficiency, vision, hearing, or speech impairments
requiring special assistance should contact the City Clerk's Office at (563) 589-4100, TDD
(563) 690-6678, ctyclerk@cityofdubuque.org as soon as feasible. Deaf or hard -of -hearing
individuals can use Relay Iowa by dialing 711 or (800) 735-2942.
Published by order of the City Council given on the _ day of , 2022.
Adrienne N. Breitfelder, City Clerk