Fourth Amendment to Development Agreement by and between the City of Dubuque, Iowa and Port of Dubuque LLC Copyrighted
August 21, 2023
City of Dubuque Public Hearings # 02.
City Council Meeting
ITEM TITLE: FourthAmendmentto DevelopmentAgreementbyand betweenthe City
of Dubuque, lowa and Port of Dubuque LLC
SUMMARY: Proof of Publication on notice of public hearing to consider Fourth
Amendment to Development Agreement by and between the City of
Dubuque, lowa and Port of Dubuque LLC and City Manager
recommending approval.
RESOLUTION Approving the Fourth Amendment to Development
Agreement Between the City of Dubuque, lowa and Port of Dubuque
LLC Which Provides forthe Proposed Awarding of Housing Incentive
Acquisition Grants
SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Fourth Amendment Supporting Documentation
Resolution Resolutions
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving a Fourth Amendment to Development Agreement
Between the City of Dubuque and Port of Dubuque LLC
DATE: August 16, 2023
Economic Development Director Jill Connors is recommending City Council adopt a
resolution approving the Fourth Amendment to Development Agreement Between the
City of Dubuque and Port of Dubuque LLC.
The fourth amendment has been prepared, which not only extends the closing date to
October 31, 2023, but now also includes a housing incentive acquisition grant which will
reduce the Developer's acquisition cost of the land by $20,000 for every residential unit
created. We believe that this additional financial assistance to the project will move this
project (which was initially proposed in late 2019)forward. This meets City Council's goal
of more aggressively incentivizing the creation of housing in the community.
In the near future a new amendment will be recommended to City Council to reflect the
new housing incentives available in the Downtown Urban Renewal District."
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Dubuque Economic Development
Department
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All-America City Dubuque,lowa 52001-4763
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TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Approving a Fourth Amendment to Development Agreement
Between the City of Dubuque and Port of Dubuque LLC
DATE: August 15, 2023
INTRODUCTION
This memorandum presents for City Council review and approval a resolution approving
a Fourth Amendment to Development Agreement Between the City of Dubuque and Port
of Dubuque LLC.
BACKGROUND
The City of Dubuque and Merge, LLC, an lowa limited liability company doing business
as Merge Urban Development Group, entered into a Development Agreement dated
November 18, 2019 with respect to the development of property in the North Port.
On February 13, 2020, pursuant to an Assignment of Development Agreement, Merge,
LLC as Assignor assigned all of its right, title, and interest in, to, and under the Agreement
to Port of Dubuque LLC as Assignee, and Assignee accepted, assumed, and agreed to
perform all of the obligations and liabilities of Assignor under the Development Agreement
as if it were the original party to the Development Agreement.
On April 6, 2020, a First Amendment to Development Agreement extended the closing
date to October 1, 2020 due to financing and material delays resulting from the COVID-
19 pandemic.
On November 16, 2020 a Second Amendment to Development Agreement provided the
Developer additional time to apply for an lowa Economic Development Authority (IEDA)
Workforce Housing Tax Credit Award and an lowa Redevelopment Tax Credit Award for
Brownfield or Grayfield Sites in the 2021 and 2022 application rounds (in the event the
2021 round was not successful). As such, the Second Amendment also extended the
closing date to December 31, 2022. This amendment also increased the number of years
of economic development grants (TIF rebates) from 10 years to 15 years, to facilitate the
project.
On May 15, 2023 a Third Amendment revised the closing date to July 31, 2023 to
accommodate for the Developer having to put the project out for bid a second time in
order to get better pricing on the project.
DISCUSSION
The Developer has now requested that the closing date be rescheduled to October 31,
2023.
A fourth amendment has been prepared, which not only extends the closing date to
October 31, 2023, but now also includes a housing incentive acquisition grant which will
reduce the Developer's acquisition cost of the land by $20,000 for every residential unit
created. We believe that this additional financial assistance to the project will move this
project (which was initially proposed in late 2019)forward. This meets City Council's goal
of more aggressively incentivizing the creation of housing in the community.
RECOMMENDATION/ ACTION STEP
Based on this project's alignment with the City Council's goal of having a Robust Local
Economy and Livable Neighborhoods and Housing, I recommend the City Council adopt
the attached resolution approving a Fourth Amendment to Development Agreement.
2
FOURTH AMENDMENT TO
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
PORT OF DUBUQUE LLC
THIS FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT (the "Fourth
Amendment"), dated for reference purposes the day of 2023, is
made and entered by and between the CITY OF DUBUQUE, IOWA, a municipality("City")
and PORT OF DUBUQUE LLC, a Delaware limited liability company, as assignee of
Merge, LLC, an Iowa limited liability company, doing business as Merge Urban
Development Group ("Developer") (City and Developer are hereinafter sometimes
collectively referred to as the "parties").
WHEREAS, City and Merge, LLC, an Iowa limited liability company doing business
as Merge Urban Development Group entered into that certain Development Agreement
dated November 18, 2019 (the "Agreement"), as amended, with respect to the matters
specified therein; and,
WHEREAS, on February 13, 2020, pursuant to an Assignment of Development
Agreement, Merge, LLC as Assignor assigned all of its right, title, and interest in, to, and
under the Agreement to Port of Du
buque ubuque LLC as Assignee, and Assignee accepted,
assumed, and agreed to perform all of the obligations and liabilities of Assignor under the
Agreement as if It were the original party to the Agreement; and,
WHEREAS, on May 15, 2023, the parties agreed to amend the Agreement to
modify the closing date; and
WHEREAS, the parties desire to further modify the Agreement as hereinafter
provided extending the Closing Date and providing additional incentives to Developer.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the receipt and sufficiency of which are acknowledged by the parties, the parties agree
as follows:
1. Section 5 of the Development Agreement is hereby amended to read as
follows:
SECTION 5. CLOSING. The closing of the purchase and sale of the Property (the
"Closing") shall take place on October 31, 2023 or such other date as the parties
shall agree in writing (the date on which the Closing occurs shall be defined in this
Agreement as the "Closing Date"). Exclusive possession of the Property shall be
delivered on the Closing Date, in current condition and in compliance with this
Agreement. All of City's representations and warranties regarding the Property in
Section 2 shall survive the Closing.
II'i 1
2, Section 11 of the Development Agreement is hereby amended to read as
follows:
SECTION 11. CITY PARTICIPATION.
11.1 Housing Incentive Acquisition Grant to Developer. For and in
consideration of Developer's obligations hereunder to construct the Minimum
Improvements, City agrees to make Acquisition Grants (defined below) to Developer on
the Closing Date in the following amounts:
(1) The housing incentive acquisition grant for the Property (the "Property
Acquisition Grant") shall be the sum of Twenty Thousand Dollars ($20,000) for
every new residential rental unit created but not to exceed the Purchase Price for
a total Property Acquisition Grant in the amount of approximately $807,842.52.
The actual and final amount of the Property Acquisition Grant shall be determined
using the actual acreage shown on the Plat.
(2) The housing incentive acquisition grant for the Easements (the "Easements
Acquisition Grant") shall be the sum of Twenty Thousand Dollars ($20,000) for
every new residential rental unit created but not to exceed the Purchase Price for
a total Easement Acquisition Grant in the amount of approximately One Hundred
Sixty-Two Thousand Two Hundred Thirty and 67/100 Dollars ($162,230.67). The
actual and final amount of the Easements Acquisition Grant shall be determined
using the actual acreage shown on the Plat.
(4) The parties agree that the Acquisition Grants shall be payable in the form
of credits favoring Developer at time of Closing with the effect of directly offsetting
a portion of the Purchase Price obligation of Developer.
3. All other terms of the Development Agreement, as amended, shall remain
in full force and effect.
CITY OF DUBUQUE, IOWA
B
Brad M. Ca gh, Mayor
ATTEST:
2
Adrienne N. Breitfelder, City Clork
Trish L. Gleason, Assistant City Clerk
ii
DEVELOPER
PORT OF DUBUQUE LLC
A Delaware limited liability company
By: OZ Dubuque LLC
A Delaware limited liability company
Its Manager
By: Merge, LLC
An Iowa limited liability company
Its Manager
By:
Brent Dahlstrom, Manager
3
Prepared by: Jill Connors, Economic Development, 1300 Main Street,Dubuque IA 52001,563 589-4393
Return to:Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 277-23
APPROVING THE FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND PORT OF DUBUQUE LLC WHICH
PROVIDES FOR THE PROPOSED AWARDING OF HOUSING INCENTIVE
ACQUISITION GRANTS
Whereas, the City of Dubuque, Iowa (City) and Merge, LLC entered into a
Development Agreement dated the 18th day of November, 2019, as amended by First
Amendment dated the 6th day of April, 2020, which provided among other things for the
issuance of urban renewal tax increment revenue grant obligations (the Grants); and
Whereas, Merge, LLC assigned the Development Agreement to Port of Dubuque,
LLC on the 13th day of February, 2020, with the consent of City in a Second Amendment
dated November 16, 2020; and
Whereas, a Third Amendment to Development dated May 15, 2020, extended the
closing date of the agreement to July 31, 2023; and
Whereas, City and Port of Dubuque, LLC. now desire to further amend the
Development Agreement as set forth in the attached Fourth Amendment, subject to the
approval of the City Council; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of City to approve the Fourth Amendment to Development Agreement; and
Whereas, before said Fourth Amendment 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.
08152023ba1
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Fourth Amendment to Development Agreement by and
Between the City of Dubuque, Iowa and Port of Dubuque LLC, a copy of which is attached
hereto, including the issuance of Housing Incentive Acquisition Grants, is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized
to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Development Agreement as herein approved.
Passed, approved, and adopted this 21 st day of August, 2023.
B Cavanagh, Mayor
Attest:
--- --CaCOC,
Trish L. Gleason, Assistant City Clerk
2
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Kathy Goetzinger, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was,published, in said newspaper on the
following dates:
08/11/2023
and for which the charge is 95.50
Subscribed to before me, a Notary P c in and for
Dubuque County, Iowa,
this 17th day of August, 2023
Notary P ,jJ c in and for Dubuque County, Iowa.
p1A1.
0
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low
JANET K. PAPE
7 Commission Number 199559
My Commission Expires
12/11/2025
Ad text : CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the City Council of the
City of Dubuque, Iowa, will hold a public hearing on the 21st
day of August, 2023 at 6:30 p.m. in the Historic Federal
Building, 350 West 6th Street, second floor, Dubuque, Iowa.
At said meeting the City Council proposes to take action on
the approval of the Fourth Amendment to Development Agreement
between the City of Dubuque, Iowa and Port of Dubuque LLC, as
amended, which provided for the issuance of 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 District,
consisting of the funding of economic development grants to
Port of Dubuque, LLC, The Fourth Amendment provides housing
incentive acquisition grants and extends the closing date to
October 31, 2023.
Copies of supporting documents for the public hearing are on
file in the City Clerk's Office, City Hall, 50 W. 13th St.,
Dubuque, Iowa, and may be viewed during normal working hours.
Agendas can be accessed at
https://www.cityofdubuque.org/Agendas,
Written comments regarding the above public hearing should
be submitted to the City Clerk's Office, 50 W. 13th St.,
Dubuque, IA 52001, ctyclerk @cityofdubuque . org, on or before
said time of public hearing. At said time and place of public
hearings all interested residents and parties will be given an
opportunity to be heard for or against said proposal.
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 7th day
of August 2023.
Trish L. Gleason, Assistant City Clerk
RESOLUTION NO. 251-23
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF
THE CITY OF DUBUQUE, IOWA ON THE FOURTH AMENDMENT TO
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND
PORT OF DUBUQUE LLC WHICH PROVIDES FOR THE PROPOSED AWARDING
OF HOUSING INCENTIVE ACQUISITION GRANTS, AND PROVIDING FOR THE
PUBLICATION OF NOTICE THEREOF
Whereas, the City of Dubuque, Iowa (City) and Merge, LLC
entered into a Development Agreement dated the 18th day of
November, 2019, as amended by First Amendment dated the 6th
day of April, 2020, which provided among other things for the
issuance of urban renewal tax increment revenue grant
obligations (the Grants); and
Whereas, Merge, LLC assigned the Development Agreement to
Port of Dubuque, LLC on the 13th day of February, 2020, with
the consent of City in a Second Amendment dated November 16,
2020; and
Whereas, a Third Amendment to Development dated May 15,
2020, extended the closing date of the agreement to July 31,
2023; and
Whereas, City and Port of Dubuque, LLC, now desire to
further amend the Development Agreement as set forth in the
attached Fourth Amendment, subject to the approval of the City
Council; and
Whereas, the City Council has tentatively determined that it
would be in the best interests of City to approve the Fourth
Amendment to Development Agreement; and
Whereas, before said Fourth Amendment 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's intent to approve the Fourth Amendment, to be held
on the 21st day of August, 2023 in the form attached hereto.
Section 2. The City Council will meet at said time and place
for the purpose of taking action on the matter of approval of
the Fourth Amendment to Development Agreement, providing for
Housing Incentive Acquisition Grants in an amount not to
exceed the Purchase Price, and extends the Closing Date to
October 31, 2023.
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 7th day of August, 2023.
/s/Brad M. Cavanagh, Mayor
Attest:/s/Trish L. Gleason,
Assistant City Clerk
it 8/11