Novelty Iron Landlord, LLC Assignment of Development Agreement to GT Novelty, LLC and GT Novelty Condos, LLCCity of Dubuque
City Council
CONSENT ITEMS # 8.
Copyrighted
February 17, 2025
ITEM TITLE: Novelty Iron Landlord, LLC Assignment of Development
Agreement to GT Novelty, LLC and GT Novelty Condos, LLC
SUMMARY: City Manager recommending City Council approval of the
Assignment of Development Agreement by and among
Novelty Iron Landlord, LLC, GT Novelty, LLC and GT Novelty
Condos, LLC.
RESOLUTION Approving An Assignment Of Development
Agreement By Novelty Iron Landlord, LLC To GT Novelty,
LLC And GT Novelty Condos, LLC
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Novelty Assignment MVM Memo
3. Novelty Assignment Resolution_01282025
4. Novelty Assignment of DA SIGNED
5. Letter to Council re Assignment of Development Agreement
Page 111 of 797
Dubuque
THE CITY OF
uFA�a9a av
DuBE
13
Masterpiece on the Mississippi zoo�•*o
rP PP 2017202019
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 Condos, LLC
DATE: February 13, 2025
Senior Counsel Barry Lindahl is recommending City Council approval of the Assignment
of Development Agreement by and among Novelty Iron Landlord, LLC GT Novelty, LLC
and GT Novelty Condos, LLC.
GT Novelty, LLC recently purchased Units 1 and 2 and GT Novelty Condos, LLC
purchased Unit 3. They are now requesting approval of the attached Assignment of
Development Agreement by Novelty Iron Landlord, LLC to GT Novelty, LLC and GT
Novelty Condos, LLC. GT Novelty Condos, LLC intends to request a revised
Development Agreement with the City to allow Unit 3 to be constructed as condominium
units.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Counsel
Page 112 of 797
THE C
DUjIBQTE
Masterpiece on the Mississippi
BARRY A. LINDAHL, E
SENIOR COUNSEL
M E M O
To: Michael C. Van Milligen
City Manager
DATE: February 17, 2025
Dubuque
All•AiWu Oiq
nnrna m_ u
2007-2012.2013
2017*2019
RE: Novelty Iron Landlord, LLC Assignment of Development Agreement to GT
Novelty, LLC and GT Novelty Condos, 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 Condos, 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
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 113 of 797
• Unit B was to be improved as a hotel
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 Condos, 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 Condos, LLC. GT Novelty Condos, 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.
:T_1aII8AI
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 114 of 797
Prepared by BarryA. LindaL Esq. 300 Main St.. ate. 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. 47 - 25
APPROVING AN ASSIGNMENT OF DEVELOPMENT AGREEMENT BY NOVELTY
IRON LANDLORD, LLC TO GT NOVELTY, LLC AND GT NOVELTY CONDOS, 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 Condos, 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 17th day of February, 2025.
ATTEST:
Adrienne N. Breitfelder; City Clerk
_hmmmi byind Rowiv to 1:11tit Drake, Drake Im flan, PC 300 Milli St., k1le W, babliquet Iowa 52001 (W) 502.2000
ASIGHNIgNT OP DWELOPMW AORBEMEW
RM Lot 2 of Lot of CENf9k CITY PLACt #2'j In !the City of Dubuque,
lawn, according to the recorded Plat thereofj
AND
hit
Unitt `Wlt 2 Wb 3 -o' f N61IELT"Y !k611WOR
CONDOMINIUMS locatbd on Lof- 1: of Lot I. oCENTER'CITY
PEACE #21 In the City .,of. , uhuci ue, IoWai�:A&6rdIhg't6
-ubmksI6fi t6:Horiz - ont, a roporty Decbraf0f S idn' ' Regime,
Instrument 92011293+And the .recorded 'Plat thereof;
f'
n , ment DevelopmentAgreement is made e cive on -the --date executed
This Assignment of made i fte '"
OV RO
by the City of Dubuque, Iowa, by and between NOVELTY J N NbLOR% LLC
V'Assl nor"), and GT.NOVELTy, LLC and GT NOVELTY CONDOS, LLr,,,("Asslgnees"].
RECITALS
_4
A. Ast'lgno'r'is--the -:Deveop!er;Onaei:a-'�D6V616p.,hib't'Agreement 'w,!.t the city of
in 'M' �4hduitl of Devdopment Agreement.
Dub que, 16"Wa 1110ty, 11 reflected' a 'Memorandum
riled March 11, 2014 as, nstrumept No. 2014L�8111 as amended (the "Development
Agreement");
`The Develop eht. Agreement. specifies various rights and obligations of the
Assignor and'the it`
.of Dubuqu'related to'- the development of' -the Former
Novelty City
jbi n6wri
Novelty [ton building located: on the land described above, locally as 333
E. 10" St., Dubuque, Iowa, 52004
C. Assignor desires to assign all of its interest in and to th;e'DeVelopmdnt'-Agreement
to Assignees (to Assignee GT .Novelty,. LLC as to Units I and 2 and to.. GT
Novelty Condos, LLC as -to `Uhlt � 3)" and As's'Igne'es. desires, to' accept 'such,
assignment and agrees to be bound,.liy, the teims thetebf;.
-Rage 116 of 797
D. The assignment by Assignor to Assignee hereunder 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
[VIX 1116'enient nnancing) payments due foi` reel taxes to be paid in March, 2025
and Septombett 2025, Fite Grant payments due to Developer In May and
November, 2025 (the "Retailed TIP Payments") shall be paid directly from City to
Assignor. All such Giant payments due thereafter shall be paid to GT Novelty,
LW;
E► File Clty 6f bubugue, Iowa has authorised this Assignment in the Development
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. 1. Assignor hereby assigns to,'Assignee GT Novelty,.LLC as to Units i
and 2, and to Assignee GT Novelty Condos, LLC as to .Unit 31'and Assignees
hereby accept From. Assignor, this assignment of -'the Development Agreement,
which assignment, includes all. rights and obligations .of any ;iort •whatsoever of
Assignor thereunder such that, upon acceptance hereof by: Assignees, Assignor
shall have no Y lg' ht or interest whatsoever in and fo '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. U41 Binding Effect. This Assignment shall be governed by "arid' 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 lawor equity and: shall . be entitled to recover
reasonable attorneys' Fees incurred; due tq 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
ail other respects; the - Development Agreement; shall -remain in.. full force and
effect according to I# terms.
Novelty Iron. Landlord, LLC _.
>3y Sustainable iVeigh rlio Builders .1n , its Manager
By; Vff
2 I'Pa g e I v Page 117 of 797
John Stoltz, Managing Member
STATE Or. I L- j
COUNTY OF j ss,
This instrument was acknowledged before me on ) -Z ~2-5 , by
Joint Stoltz, Managing Member of Sustainable Neighborhood Builders, Inc,, manager of
Novelty iron Landlord, LLC,
F
1NNal seal
AMES9AACISZEWICI Nublic in a d r.
blic, State of Illinoission No, 99660bState Of Z--
Expires October %, 2028
GT Novelty, LLC
By: C7-1-6?-�
Tom Kelzer, Presi ent
STATE OF IOWA ]
COUNTY OF DUBUQUE ] ss:
This instrument was acknowledged before me on -:2 z .'by
Tom,Kelzer, as President of GT Novelty, LLC.
D. FLING' DRAKE
Commission No. N136711
• My Commission Expires
100A 9120l2027.
GT Novelty Condos, LLC
By:
Tom -Kelzer, President
STATE OF IOWA )
COUNTY OF DUBUQUE ] ss, '
1�
Notary Public. in and for
State of Iowa
This instrument was acknowledged before me on < .lei , by
Tom Kelzer, as President of GT Novelty Condos; LLC.
118 of 797
3 j Page
I ) -\"
Notary Public in and for
State of Iowa
,,, VA4 D. FLINT DRAKE
City of Dubuque, Iowa b Commission No. N136711
Consenting to the Assignment Herein A&• My Commission Expires
9/20/2027
By:
Its
This instrument was acknowledged before mq on , by
r., ... -. A.
as of. the CztyofDuuque;Alowa.`
} t. • t � J1
Notary Public in and for
State of Iowa
4 P age - Page 119 of 797
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 120 of 797
cc
Michael C. Van Milligen, City Manager
Crenna Brumwell, City Attorney
Barry Lindahl, Senior Counsel
jilt Connors, Economic Development Director
Page 121 of 797