Novelty Iron Landlord, LLC Assignment of Development Agreement to GT Novelty, LLC and GT Novelty Condo LLCCity of Dubuque
City Council
CONSENT ITEMS # 8.
Copyrighted
February 3, 2025
ITEM TITLE: Novelty Iron Landlord, LLC Assignment of Development
Agreement to GT Novelty, LLC and GT Novelty Condo, LLC
SUMMARY: City Manager recommending City Council approval of the
attached Assignment of Development Agreement by and
among Novelty Iron Landlord, LLC, GT Novelty, LLC and GT
Novelty Condo, LLC.
RESOLUTION Approving An Assignment Of Development
Agreement By Novelty Iron Landlord, LLC To GT Novelty,
LLC And GT Novelty Condo, LLC
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Novely Assignment —Memo _ 01292025
3. Novelty Assignment Resolution_01282025
4. Letter to Council re Assignment of Development Agreement
5. Assignment of Development Agreement
Page 117 of 721
Dubuque
THE CITY OF
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Novelty Iron Landlord, LLC Assignment of Development Agreement to GT
Novelty, LLC and GT Novelty Condo, LLC
DATE: January 29, 2025
Senior Council Barry Lindahl is recommending City Council approval of the attached
Assignment of Development Agreement by and among Novelty Iron Landlord, LLC, GT
Novelty, LLC and GT Novelty Condo, LLC.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Y
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry Lindahl, Esq. Senior Counsel
Page 118 of 721
Dubuque
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BARRY A. LINDAHL
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: February 3, 2025
RE: Novelty Iron Landlord, LLC Assignment of Development Agreement to GT
Novelty, LLC and GT Novelty Condo, LLC
Attached is a letter from Attorney Flint Drake requesting City Council approval of the
attached Assignment of Development Agreement by and among Novelty Iron Landlord,
LLC, GT Novelty, LLC and GT Novelty Condo, LLC.
Background
A Development Agreement was entered into in 2013 by and between the City of Dubuque
and Warehouse Trust, LLC, now Novelty Iron Landlord, LLC, for the development of the
Novelty Ironwork Building in the Millwork District (the Property). The Development
Agreement Minimum Improvements required the construction of seventy-six market rate
apartments and not less than 34,000 square feet of retail space. A Certificate of
Completion for the Minimum Improvements was issued by the City in 2016.
The Development Agreement was amended a number of times for matters that are not
relevant to the current request for approval of the Assignment.
The Property was placed in a condominium form of ownership in 2014, with 3 units:
• Unit 1 is the apartments
• Unit 2 is the commercial space
• Unit 3 is undeveloped and currently vacant
In 2022, Novelty Iron Landlord, LLC entered into a Purchase Agreement with Dubuque
Hotel L.L.C. for the sale of the Property. A Sixth Amendment, approved by the City
Council in 2022, provided that the condominium units would be amended to 2 units:
• Unit A includes the original apartments and retail space
• Unit B was to be improved as a hotel
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
Page 119 of 721
The Development Agreement was also assigned by Novelty Iron Landlord, LLC to Hotel
L.L.C. contingent on the closing on the Purchase Agreement.
An Eighth Amendment by the parties attempted to further revise the Purchase Agreement
and Assignment. However, the parties were not able to close on the Purchase Agreement
and as a result the Purchase Agreement and Assignment never took effect.
Purchase by GT Novelty, LLC
GT Novelty, LLC recently purchased Units 1 and 2 and GT Novelty Condo, LLC
purchased Unit 3. They are now requesting City approval of the attached Assignment of
Development Agreement by Novelty Iron Landlord, LLC to GT Novelty, LLC and GT
Novelty Condo, LLC. GT Novelty Condo, LLC intends to request a revised Development
Agreement with the City to allow Unit 3 to be constructed as condominium units.
Requested Action
I respectfully request that the Assignment of Development Agreement be submitted to the
City Council for consideration and approval.
BAL:JLM
Attachments
cc: Crenna Brumwell, City Attorney
Flint Drake, Esq.
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 tsteckle@cityofdubuque.org
Page 120 of 721
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. 31 - 25
APPROVING AN ASSIGNMENT OF DEVELOPMENT AGREEMENT BY NOVELTY
IRON LANDLORD, LLC TO GT NOVELTY, LLC AND GT NOVELTY CONDO, LLC
WHEREAS, a Development Agreement was entered into in 2013 by and between
the City of Dubuque and Warehouse Trust, LLC, now Novelty Iron Landlord, LLC, for the
development of the Novelty Ironwork Building in the Millwork District (the Property); and
WHEREAS, GT Novelty, LLC and GT Novelty Condo, LLC recently purchased the
Property and are now requesting City approval of the attached Assignment of
Development Agreement; and
WHEREAS, the City Council finds that the Assignment of Development Agreement
should be approved.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The Assignment of Development Agreement is hereby approved.
Section 2. The City Manager is hereby authorized and directed to take such
action as may be necessary to implement the Assignment of Development Agreement.
Passed, approved and adopted this 3rd day of February, 2025.
gh, Mayor
ATTEST:
Adrienne N. Breitfelder, City Clerk
D. Flint Drake*
fdrake q,drakelawpc.com
Both admitted in Iowa
*Also admitted in Wisconsin
City Council
City of Dubuque, Iowa
50 W. 1311 St.
Dubuque, Iowa 52001
Drake Law Firm, Pc.
ATTORNEYS
300 Main Street, Suite323
Dubuque, IA 52001
January 29, 2025
Samuel M. DeGree
sdegree@drakelawpc.com
Telephone: (563) 582-2000
Facsimile: (563) 583-5225
Re: Request for Council Approval of Assignment of Development Agreement
Dear Members of the City Council:
We represent GT Novelty, LLC and GT Novelty Condos, LLC in connection with,
among other things, the acquisition of the Novelty Iron Works Building in Dubuque (the
"Building']. GT Novelty, LLC has acquired Units 1 (apartments) and 2 (commercial space) in
the Building and the parking lot. GT Novelty Condos, LLC has acquired Unit 3 (undeveloped
and vacant space). As part of the acquisition the seller, Novelty Iron Landlord, LLC, agreed
to assign its rights and obligations under the existing Development Agreement, as amended,
to GT Novelty, LLC and GT Novelty, LLC. The transaction has now closed. With this letter
we request that the City Council consider and approve an assignment, in the form provided,
of the existing Development Agreement, as amended, from Novelty Iron Landlord, LLC to
GT Novelty, LLC and GT Novelty Condos, LLC. GT Novelty Condos, LLC plans to
approach the city regarding a separate Development Agreement related to development of
Unit 3.
If you have any questions, please do not hesitate to contact us. Thank you.
Best Regards,
DRAKE LA FIRM, P.C.
By
Flint Drake
Page 122 of 721
cc
Michael C. Van Milligen, City Manager
Crenna Brumwell, City Attorney
Barry Lindahl, Senior Counsel
jilt Connors, Economic Development Director
Page 123 of 721
f1lyomi by and hctui n to: I lint Drake, brake law Firm, PC 300 Main St., Suite 323, Dubuque, Iowa 52001 f 5G3) 582-2000
ASSIGNMENT OF DEVELOPMENT AGREEMENT
RE: Lot 2 of Lot 1 of CENTER CITY PLACE #2, in the City of Dubuque,
Iowa, according to the recorded Plat thereof,
AND
Unit 1, Unit 2 and Unit 3 of NOVELTY IRON WORKS
CONDOMINIUMS located on Lot 1 of Lot 1 of CENTER CITY
PLACE 42, in the City of Dubuque, Iowa, according to
Declaration of Submission to Horizontal Property Regime,
Instrument #2014-2934 and the recorded Plat thereof;
This Assignment of Development Agreement is made effective on the date executed
by the City of Dubuque, Iowa, by and between NOVELTY IRON LANDLORD, LLC
("Assignor"), and GT NOVELTY, LLC and GT NOVELTY CONDOS, LLC ("Assignees").
GTW1�
A. Assignor is the Developer under a Development Agreement with the City of
Dubuque, Iowa ("City") reflected in a Memorandum of Development Agreement
filed March 11, 2014 as Instrument No. 2014-2311, as amended (the "Development
Agreement");
B. The Development Agreement specifies various rights and obligations of the
Assignor and the City of Dubuque related to the development of the former
Novelty Iron building located on the land described above, known locally as 333
E. 1011 St., Dubuque, Iowa, 52001;
C. Assignor desires to assign all of its interest in and to the Development Agreement
to Assignees (to Assignee GT Novelty, LLC as to Units I and 2 and to GT
Novelty Condos, LLC as to Unit 3) and Assignees desires to accept such
assignment and agrees to be bound by the terms thereof;
Page 124 of 721
D. The assipnment by Assignor to Assignee hei-Gunder is permanent and complete
and Assignor retains no rights under the Development Agreement whatsoever as
of the date hereof, with the exception of rights to Economic Development Grant
(tax increment financing) payments due for real taxes to be paid in March, 2025
and September, 2025. The Grant payments due to Developer in May and
November, 2025 (the "Retained T11= Payments") shall be paid directly from City to
Assignor. All such Grant payments due thereafter shall be paid to GT Novelty,
LLC;
E. The City of Dubuque, Iowa has authorized this Assignment in the Development
Agreement as amended; and,
E The parties desire to reduce this Assignment to writing.
THEREFORE, Assignor hereby assigns to Assignees the Development Agreement
pursuant to the following terms and conditions:
1. Assignment. Assignor hereby assigns to Assignee GT Novelty, LLC as to Units i
and 2, and to Assignee GT Novelty Condos, LLC as to Unit 3, and Assignees
hereby accept from Assignor, this assignment of the Development Agreement,
which assignment includes all rights and obligations of any sort whatsoever of
Assignor thereunder such that, upon acceptance hereof by Assignees, Assignor
shall have no right or interest whatsoever in and to the Development Agreement
as of the date hereof with the exception of the Retained TiF Payments and
Assignees shall carry out all obligations of, and be entitled to all rights of,
Assignor thereunder.
2. Law/ Binding Effect. This Assignment shall be governed by and construed in
accordance with the laws of the State of Iowa. This Assignment shall be binding
upon the parties hereto and their respective successors in interest and assigns. In
the event of a breach of this Assignment the non -breaching party shall be entitled
to all rights and remedies at law or equity and shall be entitled to recover
reasonable attorneys' fees incurred due to the breach.
3. Affirmation. The parties hereby affirm the Development Agreement in all
respects, except that hereafter the Developer thereunder shall be the Assignees; in
all other respects, the Development Agreement shall remain in full force and
effect according to its terms.
Novelty Iron Landlord, LLC
By: Sustainable Neigh Builders, Inc., Its Manager
By: 9W &
21 Page
Page 125 of 721
John Stoltz, Managing Member
STATE OF IL )
COUNTY OF --Lcwr, ) ss:
This instrument was acknowledged before me on ) —2- 9 -15 , by
John Stoltz, Managing Member of Sustainable Neighborhood Builders, Inc., manager of
Novelty Iron Landlord, LLC.
Official Seal
JEFFREYJAMESBRACISZEWI]2028
N a ublic in a d f r
Notary Public, State of Illino_
Commission No.998606 State of >,
My Commission Expires October 1
GT Novelty, LLC
By:
Tom Kelzer, President
STATE OF IOWA )
COUNTY OF DUBUQUE ) ss:
This instrument was acknowledged before me on
Tom Kelzer, as President of GT Novelty, LLC.
Notary Public in and for
State of Iowa
GT Novelty Condos, LLC
By:
Tom Kelzer, President
STATE OF IOWA )
COUNTY OF DUBUQUE ) ss:
1i
This instrument was acknowledged before me on , by
Tom Kelzer, as President of GT Novelty Condos, LLC.
3Pag(
Page 126 of 721
City of Dubuque, Iowa
Consenting to the Assignment Herein
By:
Its
Notary Public in and for
State of Iowa
This instrument was acknowledged before me on , by
, as of the City of Dubuque, Iowa.
Notary Public in and for
State of Iowa
4 1 P '1 L?
Page 127 of 721