Setting Public Hearing for a Proposed Development Agreement with Dubuque Racing Association, Ltd.City of Dubuque
City Council
Copyrighted
February 17, 2025
ITEMS SET FOR PUBLIC HEARING # 2.
ITEM TITLE: Setting Public Hearing for a Proposed Development
Agreement between the City of Dubuque, Iowa and Dubuque
Racing Association, Ltd.
SUMMARY: City Manager recommending City Council adopt the attached
resolution setting a public hearing for March 3, 2025, on a
proposed Development Agreement by and between the City
of Dubuque and Dubuque Racing Association, Ltd. (DRA)
including the issuance of Urban Renewal Tax Increment
Revenue Grant Obligations.
RESOLUTION Fixing The Date For A Public Hearing Of The
City Council Of The City Of Dubuque, Iowa On A
Development Agreement By And Between The City Of
Dubuque, Iowa And Dubuque Racing Association, Ltd.,
Including The Proposed Issuance Of Urban Renewal Tax
Increment Revenue Obligations Relating Thereto And
Providing For The Publication Of Notice Thereof
SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for
DISPOSITION: March 3, 2025
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Development Agreement
4. Notice of Hearing
5. Resolution Setting Hearing
Page 298 of 797
Dubuque
THE C
D!Uj-!B
AII-America Ciq
11111.1
II
Masterpiece on the Mississippi
YP PP
zoo�•*o 13
2017202019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Setting Public Hearing for a Proposed Development Agreement between
the City of Dubuque, Iowa and Dubuque Racing Association, Ltd.
DATE: February 13, 2025
Economic Development Director Jill Connors is recommending City Council adopt the
attached resolution setting a public hearing for March 3, 2025, on a proposed
Development Agreement by and between the City of Dubuque and Dubuque Racing
Association, Ltd. (DRA) including the issuance of Urban Renewal Tax Increment
Revenue Grant Obligations.
Due to the emergent and ongoing need for additional hotel rooms in the community to
accommodate not only the proposed improvements on Chaplain Schmitt Island but also
in response to the substantial development at the Field of Dreams, the City Council has
authorized the use of tax increment financing to incentivize the development of hotels.
The DRA has brought a formal proposal to City staff to facilitate an investment of
approximately $49 million for the development of the Key Hotel, to be located on
Chaplain Schmitt Island. The Key Hotel will be a part of the Tapestry Collection by
Hilton portfolio. The boutique property will feature seven floors with 90 total rooms and
suites, as well as a much -anticipated rooftop restaurant and bar, complete with
additional event space. The addition of a new hotel represents Phase 4 of a multi -year,
$83 million -plus renovation and expansion effort being undertaken by Q Casino +
Resort. The transition to a full -service resort is also a key part of the overall master plan
for Chaplain Schmitt Island, and these investments in Q Casino + Resort — including the
addition of a new boutique hotel — will help Dubuque attract even more people to the
community. Construction of the hotel is underway and is scheduled to be substantially
completed by September 30, 2026.
When the DRA began construction of this hotel the city was not offering Tax Increment
Financing rebates for hotel construction, but because the city has seen the demand for
hotel rooms that currently exists in the community and the demand that is being created
with the new Fields of Dreams projects (61,000 hotel rooms a year) and with other
prominent projects like the new Dubuque Museum of Art Campus and the John and
Alice Butler School of Osteopathic Medicine being built in downtown Dubuque by the
University of Dubuque the City Council I has approved the use of Tax Increment
Financing for hotel projects. When a similar situation occurred with the need to create
Page 299 of 797
financial incentives to create new housing units the City Council also offered the
incentives to housing projects that were already underway to not disadvantaged them
when they came on line. In addition, because the Key Hotel is being built on a former
landfill site they have extraordinary costs not experienced by other developers and cost
for materials have come in higher than expected.
The proposed Development Agreement provides for City incentives, including Urban
Renewal Tax Increment Revenue Grant Obligations, for 10 years of Tax Increment
Finance (TIF) rebates to encourage the development of a hotel on Chaplain Schmitt
Island.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
ju� k�4
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
2
Page 300 of 797
Dubuque
Economic Development Department
THE CITY OF
50 West 1311 Street
r
AIFA rlaC"
1 FOffice
Dubuque, Iowa 52001-4864
(563) 589-4393
fL-i
U
1111
TTY (563) 690-6678
http://www.cityofdubuque.org
Masterpiece on the Mississippi
2007.2012
2013.2017
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Setting Public Hearing for a Proposed Development Agreement between
the City of Dubuque, Iowa and Dubuque Racing Association, Ltd.
DATE: February 12, 2025
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
setting a public hearing for March 3, 2025 on a proposed Development Agreement by
and between the City of Dubuque and Dubuque Racing Association, Ltd. (DRA) including
the issuance of Urban Renewal Tax Increment Revenue Grant Obligations.
BACKGROUND
In 2014, a Master Plan for Chaplain Schmitt Island was adopted which laid out key
community desires for the creation of a destination area on the Island. This was followed
in 2017 with a Placemaking Plan, updated in 2022 to include an amphitheater and
improved trails, resulting in the City being awarded a number of grants to accomplish this
work.
More recently, a Development Plan for Chaplain Schmitt Island was adopted December
16, 2024 via Resolution 412-24 by the City Council. This 2024 Development Plan sets
forth a plan for implementing the recommendations of the accumulated planning work for
Chaplain Schmitt Island. One of the recommendations of the Development Plan is to
provide a variety of entertainment and recreational opportunities on Chaplain Schmitt
Island with a unique mix of uses that are different from existing developments in Dubuque.
DISCUSSION
Due to the emergent and ongoing need for additional hotel rooms in the community to
accommodate not only the proposed improvements on Chaplain Schmitt Island but also
Page 301 of 797
in response to the substantial development at the Field of Dreams, the City Council has
authorized the use of tax increment financing to incentivize the development of hotels.
The DRA has brought a formal proposal to City staff to facilitate an investment of
approximately $49 million for the development of the Key Hotel, to be located on Chaplain
Schmitt Island. The Key Hotel will be a part of the Tapestry Collection by Hilton portfolio.
The boutique property will feature seven floors with 90 total rooms and suites, as well as
a much -anticipated rooftop restaurant and bar, complete with additional event space. The
addition of a new hotel represents Phase 4 of a multi -year, $83 million -plus renovation
and expansion effort being undertaken by Q Casino + Resort. The transition to a full -
service resort is also a key part of the overall master plan for Chaplain Schmitt Island,
and these investments in Q Casino + Resort — including the addition of a new boutique
hotel — will help Dubuque attract even more people to the community. Construction of the
hotel is underway and is scheduled to be substantially completed by September 30, 2026.
The proposed Development Agreement provides for City incentives, including Urban
Renewal Tax Increment Revenue Grant Obligations, for 10 years of Tax Increment
Finance (TIF) rebates to encourage the development of a hotel on Chaplain Schmitt
Island.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution setting a March 3, 2025 public
hearing on the Development Agreement including the issuance of Urban Renewal Tax
Increment Revenue Grant Obligations for the development of a hotel Chaplain Schmitt
Island.
Page 302 of 797
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
DUBUQUE RACING ASSOCIATION, LTD.
This Development Agreement (Agreement), dated for reference purposes the 31d
day of March, 2025, is made and entered into by and between the City of Dubuque, Iowa, a
municipality ("City"), established pursuant to the Iowa Code and acting under authorization
of Iowa Code Chapter 403, as amended (Urban Renewal Act), and Dubuque Racing
Association, Ltd. ("Developer"), an Iowa nonprofit association with its principal place of
business in Dubuque, Iowa.
WHEREAS, Developer is the lessee of the following described real estate:
PART OF LOT 1 OF CHAPLAIN SCHMITT ISLAND IN THE SOUTHEAST QUARTER
OF FRACTIONAL SECTION 18, TOWNSHIP 89 NORTH, RANGE 3 EAST OF THE 5TH
PRINCIPAL MERIDIAN, THE BOUNDARY OF WHICH IS MORE PARTICULARLY
DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTHWEST CORNER OF LOT 2 OF SAID CHAPLAIN
SCHMITT ISLAND THENCE SOUTH 66 DEGREES 22 MINUTES 42 SECONDS EAST
ALONG THE SOUTHWESTERLY LINE OF SAID LOT 2, 15.84 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 9.60 FEET TO
THE POINT OF BEGINNING;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 40.10 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 5.40 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 30.29 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 24.35 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 36.24 FEET;
THENCE SOUTH 23 DEGREES 38 MINUTES 10 SECONDS WEST, ALONG THE
EXISTING EXTERIOR BUILDING LINE 91.95 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 35.65 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 67.67 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 70.77 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 47.82 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 78.49 FEET;
THENCE NORTH 23 DEGREES 27 MINUTES 33 SECONDS EAST, ALONG THE
EXISTING EXTERIOR BUILDING LINE 13.97 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 53.92 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 40.15 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 5.97 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, ALONG THE
02132025ba1
Page 303 of 797
EXISTING EXTERIOR BUILDING LINE 16.07 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 16.70 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 21.00 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 13.85 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 50.35 FEET TO
THE POINT OF BEGINNING, CONTAINING 19,380 SQUARE FEET MORE OR LESS
AND SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND RIGHT-
OF-WAY RECORD AND NOT OF RECORD. SITUATED IN THE CITY OF DUBUQUE,
DUBUQUE COUNTY, IOWA;
consisting of approximately 19,380 square feet, shown on Exhibit F attached hereto (the
"Property"); and
WHEREAS, the Property is located in the Greater Downtown Urban Renewal District
(the "District") which has been so designated by City Council Resolution 155-11 as a slum
and blighted area (the "Project Area") defined by Iowa Code Chapter 403 (the "Urban
Renewal Law"); and
WHEREAS, Developer will facilitate a capital investment including the construction
of a new facility, equipment, furniture and fixtures on the Property (the "Project"); and
WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on
December 16 2024, a copy of which is attached hereto as Exhibit A (the "Urban Renewal
Plan"), City has the authority to enter into contracts and agreements to implement the
Urban Renewal Plan, as amended; and
WHEREAS, the City Council believes it is in the best interests of City to encourage
Developer in the development of the Property by providing certain incentives as set forth
herein; and
WHEREAS, Developer has obtained financing forthe Project in an amount sufficient,
together with equity commitments, to successfully complete the requirements of this
Agreement, and the City Council previously received and filed copies of the documents
between Developer and its lender evidencing such financing at the April 9, 2024, City
Council meeting.
NOW, THEREFORE, the parties to this Development Agreement, in consideration of
the promises, covenants and agreements made by each other, do hereby agree as follows:
E
Page 304 of 797
SECTION 1. REPRESENTATIONS AND WARRANTIES
1.1 Representations and Warranties of City. In order to induce Developer to enter into
this Agreement, City hereby represents and warrants to Developer that to the best of City's
knowledge:
(1) City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and that it has full power and authority
to execute, deliver and perform its obligations underthis Agreement. City's attorney
shall issue a legal opinion to Developer at time of closing confirming the
representation contained herein, in the form attached hereto as Exhibit B.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of whatever
nature to which City is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which affects
the validity of the Agreement or City's ability to perform its obligations under this
Agreement.
(6) No ordinance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
3
Page 305 of 797
the Property which will result in any charge or lien to be levied or assessed against
the Property.
(7) The representations and warranties contained in this article shall be correct in
all respects on and as of the Closing Date with the same force and effect as if such
representations and warranties had been made on and as of the Closing Date.
1.2 Representations and Warranties of Developer. Developer makes the following
representations and warranties:
(1) Developer is a corporation duly organized and validly existing underthe laws
of the State of Iowa, and has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed to
be conducted, and, subject to the approval of the Iowa Racing and Gaming
Commission ("IRGC"), to enter into and perform its obligations under the
Agreement.
(2) This Agreement has been duly authorized, executed and delivered by
Developer and, assuming due authorization, execution and delivery by City and
approval by IRGC, is in full force and effect and is a valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization or other laws relating
to or affecting creditors' rights generally. Developer's counsel shall issue a legal
opinion to City, at time of closing, confirming the representations contained herein,
in the form attached hereto as Exhibit C.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
articles of incorporation or the bylaws of Developer or any contractual restriction,
evidence of indebtedness, agreement or instrument of whatever nature to which
Developer is now a party or by which it or its property is bound, or constitute a
default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the business, financial position or result of
operations of Developer or which affects the validity of the Agreement or
E
Page 306 of 797
Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
State and federal laws and regulations.
(6) Developer will use its reasonable commercial efforts to obtain, or cause to be
obtained, in a timely manner, all material requirements of all applicable local, state,
and federal laws and regulations which must be obtained or met.
1.3 Closing. The closing shall take place on the Closing Date which shall be as agreed
by the Parties but in no event shall the Closing Date be later than the 15t" day of March
2025 . Consummation of the closing shall be deemed an agreement of the parties to this
Agreement that the conditions of closing shall have been satisfied or waived.
1.4 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.1 shall be
correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit D.
(2) Developer shall have the right to terminate this Agreement at anytime priorto
the Commencement Date set forth in Section 2.3 if Developer determines in its sole
discretion that conditions necessary for the successful completion of the Project
contemplated herein have not been satisfied in Developer's sole discretion. Upon
the giving of notice of termination by Developer to City, this Agreement shall be
deemed null and void and Developer shall have no liability or obligation whatsoever
as a result of such termination.
(3) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement.
(4) Developer shall have furnished City with evidence, in a form satisfactory to
City (such as a letter of commitment from a bank or other lending institution), that
Developer has firm financial commitments in an amount sufficient, together with
equity commitments, to complete the Minimum Improvements (as defined herein) in
Page 307 of 797
conformance with the Construction Plans (as defined herein), or City shall have
received such other evidence of Developer's financial ability as the reasonable
judgment of City requires.
(5) Developer's counsel shall issue a legal opinion to City confirming the
representations contained herein in the form attached hereto as Exhibit C.
1.5 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to
Developer such other documents as may be required by this Agreement, all in a form
satisfactory to Developer.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer will facilitate a capital investment of
approximately Forty -Eight Million Four Hundred Sixty -Two Thousand Nine Hundred Five
Dollars ($48,462,905.00) to improve the Property (the "Minimum Improvements"). The
Minimum Improvements include the construction of a Tapestry Collection hotel by Hilton
and related furnishings.
2.2 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the "Construction Plans") shall be in conformity with Urban
Renewal Plan, this Agreement, and all applicable state and local laws and regulations,
including but not limited to any covenants, conditions, restrictions, reservations, easements,
liens and charges, recorded in the records of Dubuque County, Iowa. Developer shall
submit to City, for approval by City in City's reasonable discretion, (which approval shall not
be unreasonably refused, conditioned or delayed), plans, drawings, specifications, and
related documents with respect to the improvements to be constructed on the Property,
which construction shall be facilitated by Developer. All work with respect to the Minimum
Improvements shall be in substantial conformity with the Construction Plans approved by
City.
2.3 Timing of Improvements. Developer hereby agrees that construction of the Minimum
Improvements on the Property shall be commenced on or before January 1, 2025
("Commencement Date") and shall be substantially completed by November 1, 2026. The
time frames for the performance of these obligations shall be subject to suspension and/or
extension due to Force Majeure Event in accordance with the terms of Section 9.3 of this
Agreement.
2.4 Certificate of Completion. Promptly following the request of Developer upon
n
Page 308 of 797
completion of the Minimum Improvements, the City Manager shall furnish Developer with
an appropriate instrument certifying such completion. Such certification (the "Certificate of
Completion") shall be in recordable form and shall be a conclusive determination of the
satisfaction and termination of the agreements and covenants in this Agreement with
respect to the obligations of Developer to facilitate the construction of the Minimum
Improvements.
SECTION 3. CITY PARTICIPATION
3.1 Economic Development Grant to Developer. For and in consideration of Developer's
obligations hereunder, and in furtherance of the goals and objectives of the urban renewal
plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer
being and remaining in compliance with the terms of this Agreement, to make twenty (20)
consecutive semi-annual payments (such payments being referred to collectively as the
"Economic Development Grants") to Developer as follows:
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
November 1, 2032
May 1, 2033
November 1, 2033
May 1, 2034
November 1, 2034
May 1, 2035
November 1, 2035
May 1, 2036
November 1, 2036
May 1, 2037
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the
actual amount 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 (6) month period in respect of the Minimum
Improvements constructed by Developer (the "Developer Tax Increments"). City and
Developer agree the assessed value of the Property as of January 1, 2024 is zero.
For purposes of calculating the amount of the 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 the Property above the
assessed value on January 1, 2024 (the "Baseline Valuation").
7
Page 309 of 797
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, (iii) any taxes for the instructional
support levy, (iv) any tax increment revenues collected by City in respect of the Baseline
Valuation of the Property during the term of this Agreement and (v) 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 Economic Development Grants, City shall certify to the County
prior to December 1, 2026, 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 December 1, 2036 to be collected by City as taxes are
paid during the following fiscal year and which shall thereafter be disbursed to
Developer on November 1 st and May 1 st of that fiscal year. (Example: upon City's
certification in December 2026, the Economic Development Grants in respect
thereof would be paid to Developer on November 1, 2027, and May 1, 2028.)
(2) The Economic Development Grants shall be payable from and secured solely
and only by the Developer Tax Increments paid to City that, upon receipt, shall be
deposited and held in a special account created for such purpose and designated as
the Key Hotel TIF Account of City. City hereby covenants and agrees to maintain its
TIF ordinance in force during the term hereof and to apply the incremental taxes
collected in respect of the Minimum Improvements and allocated to the Key Hotel
TIF Account to pay the Economic Development Grants, as and to the extent set
forth in Section 3.1 hereof. The Economic Development Grants shall not be payable
in any manner by other tax increments 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 the Economic Development Grants in any one year and
under no circumstances shall City in any manner be liable to Developer so long as
City timely applies the Developer Tax Increments actually collected and held in the
Key Hotel TIF Account (regardless of the amounts thereof) to the payment of the
Economic Development Grants to Developer as and to the extent described in this
Section.
(3) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project Area and the remaining actual amount
of the property taxes paid by Developer to City, or any available Developer Tax
Increments resulting from the termination of the annual Economic Development
Grants under Section 3.1 hereof, for any purpose for which such tax increment
Page 310 of 797
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.
SECTION 4. NON -APPROPRIATION / LIMITED SOURCE OF FUNDING
4.1 Non -appropriation.
(1) Notwithstanding anything in this Agreement to the contrary, the obligation of
City to pay any installment of the 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 4.1(1). 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
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.
(2) 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.
(3) Each installment of the 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 §403.19(2).
4.2 Limited Source of Funding. The right of non -appropriation reserved to City in this
Section 4.1(1) 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 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
0
Page 311 of 797
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.
SECTION 5. COVENANTS OF DEVELOPER
5.1 Conformance with Codes. The Minimum Improvements shall conform to all
applicable city, state and federal codes.
5.2 Books and Records. During the term of this Agreement, Developer shall keep at all
times and make available to City upon reasonable request proper books of record and
account in which full, true and correct entries will be made of all dealings and transactions
of or in relation to the business and affairs of Developer to verify the cost of the Minimum
Improvements in accordance with generally accepted accounting principles consistently
applied throughout the period involved, and Developer shall provide reasonable protection
against loss or damage to such books of record and account.
5.3 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real
property taxes and assessments payable with respect to all and any parts of the Property
unless Developer's obligations have been assumed by another person pursuant to the
provisions of this Agreement.
5.4 No Other Exemptions. During the term of this Agreement, Developer agrees not to
apply for any state or local property tax exemptions which are available with respect to the
Property or the Minimum Improvements located thereon that may now be, or hereafter
become, available under state law or city ordinance during the term of this Agreement,
including those that arise under Iowa Code Chapters 404 and 427, as amended; provided,
however, that the foregoing agreement shall not be deemed to be applicable to any existing
exemption of Developer and/or any other exemption available with respect to any other
property (other than the Property) in which Developer has or may have an ownership or
leasehold interest.
5.5 Insurance Requirements.
10
Page 312 of 797
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements (at no cost or
expense to City) builder's risk insurance, written on a Completed Value Form in an
amount equal to one hundred percent (100%) of the building (including Minimum
Improvements) replacement value when construction is completed. Coverage shall
include the "special perils" form and Developer shall furnish City with proof of
insurance in the form of a certificate of insurance.
(2) Upon completion of construction of the Minimum Improvements and up to the
Termination Date, Developer shall maintain, or cause to be maintained, (at no cost
or expense to City) property insurance against loss and/or damage to the building
(including the Minimum Improvements) under an insurance policy written with the
"special perils" form and in an amount not less than the full insurable replacement
value of the building (including the Minimum Improvements). Developer shall
furnish to City proof of insurance in the form of a certificate of insurance.
(3) The term "replacement value" shall mean the actual replacement cost of the
building with Minimum Improvements (excluding foundation and excavation costs
and costs of underground flues, pipes, drains and other uninsurable items) and
equipment, and shall be reasonably determined from time to time at the request of
City, but not more frequently than once every three (3) years.
(4) Developer shall notify City immediately in the case of damage exceeding two
hundred thousand dollars ($200,000) in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. Net
proceeds of any such insurance ("Net Proceeds"), shall be paid directly to
Developer, and Developer shall forthwith facilitate the repair, reconstruction and
restoration of the Minimum Improvements to substantially the same or an improved
condition or value as they existed prior to the event causing such damage and, to
the extent necessary to accomplish such repair, reconstruction and restoration,
Developer shall facilitate the application of the Net Proceeds of any insurance
relating to such damage received by Developer to the payment or reimbursement of
the costs thereof, subject, however, to the terms of any mortgage encumbering title
to the Property (as its interests may appear).
5.6 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the Minimum
Improvements in good repair and working order, ordinary wear and tear accepted, and from
time to time shall make or cause to be made all necessary repairs, replacements, renewals
and additions. Nothing in this Section 5.6 or in this Agreement, however, shall limit or
11
Page 313 of 797
otherwise affect Developer's sole discretion with respect to the means, methods and
expenses in carrying out such maintenance and repairs.
5.7 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of age, color, familial status,
gender identity, marital status, mental/physical disability, national origin, race,
religion/creed, sex, or sexual orientation.
5.8 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the Project during his or hertenure, orwho is in a position to
participate in a decision -making process or gain insider information with regard to the
Project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the Project, or in any activity,
or benefit therefrom, which is part of this project at any time during or after such person's
tenure. In connection with this obligation, Developer shall have the right to rely upon the
representations of any party with whom it does business and shall not be obligated to
perform any further examination into such party's background.
5.9 Non -Transferability. During the term of this Agreement, this Agreement may not be
assigned by Developer nor may any portion of the Property be sold or otherwise transferred
by Developer without prior written consent of City, which shall not be unreasonably
withheld. City has no obligation to consent to any assignment or sale.
5.10 No change in Tax Classification. Developer agrees that it will not take any action to
change, or otherwise allow, the classification of the Property for property tax purposes to
become other than commercial property and to be taxed as such under Iowa law.
5.11 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of the
Property as retail/commercial, 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 or sublessee shall breach this covenant and City shall seek enforcement
of this covenant directly against the party in breach of same); and
12
Page 314 of 797
(2) Not discriminate upon the basis of age, color, familial status, gender identity,
marital status, mental/physical disability, national origin, race, religion/creed, sex, or
sexual orientation in the sale, lease, rental, use or occupancy of the Property or any
improvements erected or to be erected thereon, or any part thereof (however,
Developer shall not have any liability to City to the extent that a successor in interest
or sublessee shall breach this covenant and City shall seek enforcement of this
covenant directly against the party in breach of same).
5.12 Compliance with Laws. Developer shall comply with all laws, rules and regulations
relating to its businesses, other than laws, rules and regulations the failure to comply with
or the sanctions and penalties resulting therefrom, would not have a material adverse effect
on the business, property, operations, financial or otherwise, of Developer.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES
6.1 Events of Default Defined. The following shall be Events of Default under this
Agreement, and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to pay or cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developerto cause the construction of the Minimum Improvements
to be commenced and completed pursuant to the terms, conditions and limitations of
this Agreement.
(3) Transfer of any interest by Developer of the Minimum Improvements in
violation of the provisions of this Agreement prior to the issuance of the final
Certificate of Completion.
(4) Failure by Developer or City to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
6.2. Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 6.1 of this Agreement occurs and is continuing, City, as specified below, may take
any one or more of the following actions after the giving of written notice by City to
Developer (and the holder of any mortgage encumbering any interest in the Property of
which City has been notified of in writing) of the Event of Default, but only if the Event of
13
Page 315 of 797
Default has not been cured within sixty (60) days following such notice, or if the Event of
Default cannot be cured within sixty (60) days and Developer does not provide assurances
to City that the Event of Default will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from Developer deemed adequate by City, that Developer will cure its
default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement; or
(3) City may withhold the Certificate of Completion; or
(5) City may require Developer to take action, including legal, equitable or
administrative action, which may appear necessary or desirable to enforce
performance and observance of any obligation, agreement, or covenant under this
Agreement.
Notwithstanding to the contrary herein, the parties acknowledge and agree that the sole
consequence to Developer of any Event of Default would be the loss of entitlement to the
Economic Development Grants hereunder.
6.3 No Remedy Exclusive. Except as otherwise provided in the last sentence of Section
6.2 or elsewhere in this Agreement, no remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient.
6.4 No Implied Waiver. In the event any agreement contained in this Agreement should
be breached by any party and thereafter waived by any other party, such waiver shall be
limited to the particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
6.5 [Reserved].
6.6 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that may
appear necessary or desirable to collect any payments due under this Agreement, to
iC!
Page 316 of 797
recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may suspend
their performance under this Agreement until they receive assurances from City, deemed
adequate by Developer, that City will cure its default and continue its performance under
this Agreement.
SECTION 7. GENERAL TERMS AND PROVISIONS
7.1 Notices and Demands. Whenever this Agreement requires or permits any notice or
written request by one party to another, it shall be deemed to have been properly given if
and when delivered in person or three (3) business days after having been deposited in any
U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as
follows:
If to Developer: Dubuque Racing Association, Ltd.
Attn: President & CEO
1855 Greyhound Park Rd
Dubuque IA 52001
Phone: (563) 585-3002
With copy to: O'Connor & Thomas, PC.
Tonya A. Trumm 1000 Main St.
Dubuque, IA 52001
Phone: (563) 557-8400
ttrumm@octhomaslaw.com
If to City: City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589.4110
Fax: (563) 589.4149
With copy to: City Attorney
City Hall
50 W. 13t" Street
Dubuque IA 52001
or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
15
Page 317 of 797
7.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
7.3 Force Majeure. A party shall be excused from its obligations under this Agreement
if and to the extent and during such time as the party is prevented, impeded, or
hindered, unable to perform its obligations or is delayed in doing so due to events or
conditions outside of the party's reasonable control and after the party has taken
reasonable steps to avoid or mitigate such event or its consequences (each a
"Force Majeure Event") including, without limitation in any way, as the result of any
acts of God, war, fire, or other casualty, riot, civil unrest, extreme weather
conditions, terrorism, strikes and/or labor disputes, pandemic, epidemic,
quarantines, government stay-at-home orders, municipal and other government
orders, or other matter beyond the control of such party. Upon the occurrence of a
Force Majeure Event, the party incurring such Force Majeure Event will promptly
give notice to the other party identifying the Force Majeure Event, explaining how it
impacts performance and the estimated duration, identifying the relief requested,
agreeing to limit damages to the other party and to immediately resume
performance upon termination of the Force Majeure Event, and agreeing to
supplement the notice as more information becomes available, and thereafter the
parties shall meet and confer in good faith in order to identify a cure of the condition
affecting its performance as expeditiously as possible. No obligation to make a
payment required by this Agreement is excused by a Force Majeure Event. The
nonperforming party shall not be entitled to any damages or additional payments of
any kind for any such delay.
7.4 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2037 (the "Termination Date").
7.5 Execution by Facsimile or Electronic Signature; Counterparts. The parties agree
that this Agreement may be transmitted between them by facsimile machine or other
electronic means. The parties intend that the faxed or electronic signatures
constitute original signatures and that a faxed or emailed Agreement containing the
signatures (original, faxed or electronic) of all the parties is binding on the parties.
The parties further agree that this Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute but one and the same Agreement.
7.6 Memorandum of Development Agreement. City shall promptly record a
16
Page 318 of 797
Memorandum of Development Agreement in the form attached;:her0to,at Exhibit E
in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the
costs for so recording.
7.7 Acknowledgement of City. City expressly, ac howl dg 0 es- and.. agrees that
ik,!
a) Developer has obtained financing for the Project in amanioun't sufficient,
with equity commitments, - to :successfully co mp.lete. - the :?requ irbMerits .:.Of this
Agreement, as evidenced by the financing docUm Onts,..JjptwO.iBn:iDevelo,'06t'a;hd,=dts
lender evidencing such financing that were previously received and filed by the City
during the April 9, 2024, City Council meeting,. and (b) as a result, the closing
condition set forth in Section 1.4(4) hereof is deemed satisfied.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and attested to by its City Clerk and'Developer has caused
this Agreement to be duly executed on or as of the first above written,
CITY OF DUBUQUE, IOWA DUBUQUE RACING ASSOCIATION, LTD.
By: By:
Brad M. Cavanagh Brian'Wakesiraw
Mayor President & CEO
Attest:
Adrienne N. Breitfelder
City Clerk
17
Page 319 of 797
LIST OF EXHIBITS
EXHIBIT A — Urban Renewal Plan
EXHIBIT B — City Attorney's Certificate
EXHIBIT C — Opinion of Developer's Counsel
EXHIBIT D — City Certificate
EXHIBIT E — Memorandum of Development Agreement
EXHIBIT F — Lease Boundary Exhibit
,;
Page 320 of 797
EXHIBIT A
URBAN RENEWAL PLAN
On file at the Office of the City Clerk, City Hall, 50 West 13th Street, Dubuque, Iowa
19
Page 321 of 797
EXHIBIT B
CITY ATTORNEY'S CERTIFICATE
20
Page 322 of 797
Crenna Brumwell
City Attorney
Suite 330, Harbor View Place
300 Main Street
Dubuque, Iowa 52001-6944
(563) 583-4113 office
(563) 583-1040 fax
cbrui-nwel@cityofdubuque.org
Dear
THE CITY OF
Masterpiece an the ,Mississippi
(DATE)
Dubuque
All -America City
wN11KX1 .cMa:trrrxc
�s 1
2007*2012*2013
2017*2019
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and
delivery of a certain Development Agreement between Dubuque Racing Association, Ltd.
(Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the 3rd
day of March, 2025.
The City has duly obtained all necessary approvals and consents for its execution, delivery
and performance of this Agreement and has full power and authority to execute, deliver and
perform its obligations under this Agreement, and to the best of my knowledge, the
representations of the City Manager in his letter dated the day of , 20_, are
correct.
Very sincerely,
Crenna Brumwell
City Attorney
21
Page 323 of 797
EXHIBIT C
OPINION OF DEVELOPER'S COUNSEL
22
Page 324 of 797
March 3, 2025
MAYOR AND COUNCILMEMBERS OF THE
CITY OF DUBUQUE, IOWA
City Hall
13t"' and Central Avenue
Dubuque, IA 52001
Ladies and Gentlemen:
We have acted as counsel to Dubuque Racing Association, Ltd. ("DRA") in connection with
the execution and delivery of that certain Development Agreement dated March 3, 2025, by and
between the City of Dubuque, Iowa (the "City") and DRA (the "Development Agreement').
This opinion is provided to you at the request of DRA.
In rendering this opinion we have, with your permission, relied on (a) the representations and
warranties of the parties in the Development Agreement and (b) the officer's certificate annexed
hereto as Exhibit A (the "Officer's Certificate") as to certain factual matters and assumed, without
investigation, verification or inquiry that:
(a) Each of the parties to the Development Agreement is (i) duly incorporated or
organized and (ii) validly existing under the laws of its jurisdiction of incorporation or organization;
(b) Each of the parties to the Development Agreement other than DRA has the necessary
right, power and authority to execute and deliver, and perform its obligations under, the
Development Agreement; the transactions contemplated by the Development Agreement have been
duly authorized by all parties thereto other than DRA; and the Development Agreement constitutes
the legal, valid and binding obligations of all parties thereto other than DRA;
(c) The Development Agreement has been duly executed, delivered, and accepted by all
parties thereto other than DRA;
(d) There is no oral or written agreement, understanding, course of dealing or usage of
trade that affects the rights and obligations of the parties set forth in the Development Agreement, or
that would have an effect on the opinions expressed herein; there are no judgments, decrees or orders
that impair or limit the ability of DRA to enter into, execute and deliver, and perform, observe and be
bound by the Development Agreement and the transactions contemplated therein; all material terms
and conditions of the relevant transactions between or among the parties to the Development
Agreement are correctly and completely reflected in the Development Agreement; and there has been
no waiver of any of the provisions of the Development Agreement by conduct of the parties or
otherwise;
(e) All natural persons who are signatories to the Development Agreement were legally
competent at the time of execution; all signatures on the Development Agreement and the other
documents reviewed by us are genuine; the copies of all documents submitted to us are accurate and
23
Page 325 of 797
complete, each such document that is original is authentic and each such document that is a copy
conforms to an authentic original; and the documents executed and delivered by the parties are in
substantially the same form as the forms of those documents that we have reviewed in rendering this
opinion;
(f) DRA has received adequate consideration with respect to the execution and delivery of
the Development Agreement; and
(g) DRA is not (i) a railroad, public utility, or a transmitting utility; (ii) a corporation or
cooperative formed to furnish water, heat, power, telegraph or telecommunications services or signals
by electricity; (iii) engaged in the business of transporting or transmitting gas, gasoline, oils, motor
fuels or other fiiels by means of pipelines; or (iv) engaged in generating and furnishing gas for lighting
or fuel or both, supplying water for domestic or public use or for power or manufacturing purposes, or
generating, transforming, transmitting or furnishing electric current for light, heat or power, or
generating and furnishing steam or supplying hot water for heat, power or manufacturing purposes.
Based upon the foregoing, but subject to the assumptions, qualifications and limitations set
forth herein, we are of the opinion that:
1. Based solely on a Certificate of Existence issued by the Iowa Secretary of State on
], DRA is corporation validly existing under the laws of the State of Iowa, has
filed its most recent required biennial report, and has not filed articles of dissolution with the Iowa
Secretary of State.
2. DRA has the corporate power to enter into and perform its obligations under the
Development Agreement. The execution, delivery and performance of the Development Agreement
has been duly authorized by all necessary corporate action on the part of DRA.
3. The Development Agreement is the legal, valid and binding obligation of DRA,
enforceable against it in accordance with its terms.
4. The execution and delivery of the Development Agreement, and performance of its
respective obligations under the Development Agreement, do not: (a) constitute a breach or violation
of the organizational documents of DRA; (b) as to payment obligations only, result in a violation of
any applicable law, statute, or regulation of the United States or the State of Iowa which is known to
us to be applicable to DRA; (c) result in a violation of any judgment, order, writ, injunction, decree,
determination or award applicable to DRA of which we have knowledge; or (d) to our knowledge,
constitute an event of default under or result in a breach or violation of any agreement or other
instrument violation of which could, according to an Officer's Certificate, have a material adverse
effect on the property, financial condition, or business operations of DRA.
5. To our knowledge, DRA is not a party to any litigation or administrative proceeding
that relates to the execution, delivery or performance of the Development Agreement.
The foregoing opinions are subject to the following additional assumptions and
qualifications:
24
Page 326 of 797
A. Wherever we indicate that our opinion is "to our knowledge" or the like, our
opinion is, with your permission, based solely on the Officer's Certificate and the current
conscious awareness of facts or other information within our actual knowledge after an
inquiry of the attorneys currently with our firm who have represented DRA in connection
with the transactions contemplated by the Development Agreement.
B. Our opinion is limited by:
(i) Applicable bankruptcy, receivership, reorganization, insolvency,
moratorium, fraudulent conveyance or transfer, and other laws and judicially
developed doctrines relating to or affecting creditors' or secured creditors' rights and
remedies generally;
(ii) General principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law, and limitations on the availability of
specific performance, injunctive relief and other equitable remedies;
(iii) The possibility that certain rights, remedies, waivers, and other
provisions of the Development Agreement may not be enforceable; and
(iv) The requirement that the enforcing party act in a commercially
reasonable manner and in good faith in exercising its rights under the Development
Agreement.
C. We have not examined the records of any party to the Development
Agreement or any court or any public, quasi -public, private or other office in any
jurisdiction, or the files of our firm, and our opinions are subject to matters that an
examination of such records would reveal.
D. Except as set forth in opinion paragraph 1, we express no opinion as to
compliance by any of the parties to the Development Agreement with federal or state laws,
statutes and regulations generally required for the conduct of such parties' business or
generally applicable to consents, approvals or other actions by, and notice to or filing with,
any federal or state regulatory authorities or generally required for the conduct of such
parties' business.
E. We express no opinion herein as to: (i) securities or blue sky laws, rules or
regulations; (ii) antitrust or unfair competition laws or regulations; (iii) zoning, land use, or
subdivision laws, ordinances, rules or regulations; (iv) labor, ERISA, or other employee
benefit laws or regulations; (v) federal, state and local tax laws, ordinances, rules or
regulations; (vi) environmental, racketeering, or health and safety laws, ordinances, rules or
regulations; (vii) local laws, regulations, or ordinances or (viii) federal laws, regulations, or
ordinances.
F. None of the opinions or advice contained in this letter cover or otherwise
25
Page 327 of 797
address (i) the Anti -Terrorism Order, including Executive Order No. 13224 on Terrorism
Financing, effective September 24, 2001 and the United and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act for 2001
(together, the "Anti -Terrorism Order") as amended, all rules and regulations promulgated
thereunder and all federal, state and local laws, statutes, ordinances, order, governmental
rules, regulations, licensing requirements and policies relating to the Anti -Terrorism Order
and the ownership and operation of, or otherwise regulation of, companies that conduct,
operate or otherwise pursue the business or businesses now and in the future conducted,
operated or otherwise pursued by a Loan Party or any other Person, including, without
limitation, the importation, transportation, manufacturing, dealing, purchase, use or storage
of explosive materials; or (ii) the USA PATRIOT Act of 2001 and the rules, regulations and
policies promulgated thereunder and any foreign assets control regulations of the United
States Treasury Department or any enabling legislation or orders relating thereof.
The opinions expressed herein are limited to the federal laws of the United States and the
laws of the State of Iowa in effect on the date hereof as they presently apply, and we express no
opinion herein as to the laws of any other jurisdiction.
These opinions are given as of the date hereof, they are intended to apply only to those facts
and circumstances that exist as of the date hereof, and we assume no obligation or responsibility to
update or supplement these opinions to reflect any facts or circumstances that may hereafter come to
our attention or any changes in laws that may hereafter occur, or to inform the addressee(s) of any
change in circumstances occurring after the date hereof that would alter the opinions rendered
herein.
This opinion is limited to the matters set forth herein, and no opinion may be inferred or
implied beyond the matters expressly contained herein. Except as expressly set forth herein, this
opinion is being provided solely for the purpose of complying with the requirements of the
Development Agreement, and is being rendered solely for the benefit of the addressee hereof. This
opinion may not be used or relied upon for any other purpose, relied upon by any other party, or filed
with or disclosed to any governmental authority other than a court in connection with the
enforcement or protection of the rights or remedies of the City under the Development Agreement,
without our prior written consent.
Very truly yours,
O'CONNOR & THOMAS, P.C.
4*1
Page 328 of 797
Exhibit A
See attached.
27
Page 329 of 797
CERTIFICATE OF OFFICER
OF
DUBUQUE RACING ASSOCIATION, LTD.
I, Brian Rakestraw, do hereby certify that I am the duly appointed and acting President and
Chief Executive Officer of Dubuque Racing Association, Ltd. ("DRA"); that, as such, I am
authorized to execute and deliver this Certificate of Officer on behalf of DRA; and that O'Connor &
Thomas, P.C. ("O'Connor & Thomas") is authorized to rely upon the statements contained herein in
rendering its legal opinion pursuant to that certain Development Agreement (the "Credit
Agreement") dated March 3, 2025, by and between DRA and the City of Dubuque, Iowa.
I hereby further certify that:
No authorization, consent, approval or other action by, and no notice to or filing with,
any governmental authority, regulatory body, or any other person or entity is required to
be obtained or made by DRA for the due execution and delivery of, or performance
under, the Development Agreement, except such as have been duly obtained or made and
are in full force and effect.
2. DRA is not a party to any litigation or administrative proceeding that relates to the
execution, delivery or performance of the Development Agreement.
3. DRA has executed and delivered the Development Agreement with the intent of
creating an immediately binding contract.
4. The organizational documents and authorizing resolutions of DRA provided to
O'Connor & Thomas in connection with its issuance of its legal opinion in connection
with the Development Agreement are true, correct and complete and have not been
modified or rescinded.
5. This Certificate is given as of March 3, 2025 (the "Effective Date")
The undersigned acknowledges that O'Connor & Thomas will rely on the certifications set
forth herein in giving its opinions to the City in connection with the Development Agreement and
hereby consents to such reliance.
This Certificate is executed as of the Effective Date above.
Brian Rakestraw, as President and Chief Executive Officer
Dubuque Racing Association, Ltd.
f►4:1
Page 330 of 797
EXHIBIT D
CITY CERTIFICATE
Wel
Page 331 of 797
City Manager's Office
50 West 13t" Street
Dubuque, Iowa 52001-4864
(563)589-4110 phone
(563) 589-4149 fax
etym rg @cityofdubuque.org
Dear
THE CITY OF
Masterpiece are the Mississippi
(DATE)
Dubuque
AII•America City
swncstv.mtctr
2007*2012*2013
2017*2019
I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
Dubuque Racing Association, Ltd. (Developer) and the City of Dubuque, Iowa (City) dated
for reference purposes the 3rd day of March, 2025.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and that it has full power and authority
to execute, deliver and perform its obligations under this Agreement. City's attorney
shall issue a legal opinion to Developer at time of closing confirming the
representation contained herein, in the form attached hereto as Exhibit B.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of whatever
nature to which City is now a party or by which it or its property is bound, or
30
Page 332 of 797
constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City orwhich affects
the validity of the Agreement or City's ability to perform its obligations under this
Agreement.
(6) No ordinance or hearing is now or before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against the
Property.
(7) The representations and warranties contained in this article shall be correct in
all respects on and as of the Closing Date with the same force and effect as if such
representations and warranties had been made on and as of the Closing Date.
Sincerely,
Michael C. Van Milligen
City Manager
31
Page 333 of 797
EXHIBIT E
MEMORANDUM OF DEVELOPMENT AGREEMENT
32
Page 334 of 797
Prepared by: Crenna Brumwell 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Crenna Brumwell 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, of Dubuque, Iowa, and Dubuque Racing Association, Ltd. was made regarding
the following described premises:
PART OF LOT 1 OF CHAPLAIN SCHMITT ISLAND IN THE SOUTHEAST QUARTER
OF FRACTIONAL SECTION 18, TOWNSHIP 89 NORTH, RANGE 3 EAST OF THE
5TH PRINCIPAL MERIDIAN, THE BOUNDARY OF WHICH IS MORE PARTICULARLY
DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTHWEST CORNER OF LOT 2 OF SAID CHAPLAIN
SCHMITT ISLAND THENCE SOUTH 66 DEGREES 22 MINUTES 42 SECONDS EAST
ALONG THE SOUTHWESTERLY LINE OF SAID LOT 2, 15.84 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 9.60 FEET TO
THE POINT OF BEGINNING;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 40.10 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 5.40 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 30.29 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 24.35 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 36.24 FEET;
THENCE SOUTH 23 DEGREES 38 MINUTES 10 SECONDS WEST, ALONG THE
EXISTING EXTERIOR BUILDING LINE 91.95 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 35.65 FEET;
THENCE SOUTH 23 DEGREES 30 MINUTES 30 SECONDS WEST, 67.67 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 70.77 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 47.82 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 78.49 FEET;
33
Page 335 of 797
THENCE NORTH 23 DEGREES 27 MINUTES 33 SECONDS EAST, ALONG THE
EXISTING EXTERIOR BUILDING LINE 13.97 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 53.92 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 40.15 FEET;
THENCE NORTH 66 DEGREES 29 MINUTES 30 SECONDS WEST, 5.97 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, ALONG THE
EXISTING EXTERIOR BUILDING LINE 16.07 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 16.70 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 21.00 FEET;
THENCE SOUTH 66 DEGREES 29 MINUTES 30 SECONDS EAST, 13.85 FEET;
THENCE NORTH 23 DEGREES 30 MINUTES 30 SECONDS EAST, 50.35 FEET TO
THE POINT OF BEGINNING, CONTAINING 19,380 SQUARE FEET MORE OR LESS
AND SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND RIGHT-
OF-WAY RECORD AND NOT OF RECORD. SITUATED IN THE CITY OF DUBUQUE,
DUBUQUE COUNTY, IOWA.
The Development Agreement is dated for reference purposes the 3rd day of March,
2025, and contains covenants, conditions, and restrictions concerning the sale and use of
said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of the
Development Agreement, together with any amendments thereto, is in the possession of
the City of Dubuque and may be examined at its offices as above provided.
Dated this day of , 20
CITY OF DUBUQUE, IOWA
Crenna Brumwell
City Attorney
STATE OF IOWA
COUNTY OF DUBUQUE
SS
34
Page 336 of 797
On this day of , 20_, before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared Crenna Brumwell, to me
personally known, who being by me duly sworn did say that he is the City Attorney for the
City of Dubuque, a Municipal Corporation, created and existing underthe laws of the State
of Iowa, and that the seal affixed to said instrument is the seal of said Municipal
Corporation and that said instrument was signed and sealed on behalf of said Municipal
Corporation by authority and resolution of its City Council and Senior Council
acknowledged said instrument to be the free act and deed of said Municipal Corporation by
it voluntarily executed.
Notary Public, State of Iowa
Page 337 of 797
EXHIBIT F
LEASE BOUNDARY EXHIBIT
36
Page 338 of 797
....... - ... _..PFf AM St DFWN CESIGN C01 137 MAN STREET, SUItE I06-- GNBVgU14 WINF'—ZS57)
LEASE BOUNDARY EXHIBIT
PART OF LOT 1 OF CHAPLAIN SCHMITT ISLAND IN THE SOUTHEAST QUARTER
OF FRACTIONAL SECTION 18, TOWNSHIP 89 NORTH, RANOE 3 EAST OF THE
STH P.M., IN THE CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA
Nc3F lTH J
GRAPHIC SCALE /
0 30 60
r
Iry 30'I ?1N
DRAWING MAY HAVE BEEN REDUCED �O� C"pp%.`54AIAD
SGkiM13�
N
�I
POC xi
° N SLOT OR 22 iseaara2°E
GNP�4S P�0
Ml� s2�'�o'3o^w
TINE OF Ltli 2
Pos
S66429'30"E_�' r0 4 566 29'30„E
13.85' mM� i� 30.29'
S66,29'30"E N
16,70'
r S23'30'30"W
24.35`
N23°3o'30"E
. N23'30'30"E
N66'29'30'W - 1 16.07'
3'27'33"E 5.9r +
'Tas. ^" PARCEL. 1
3$CF SO, FT.: 19,380u��/
e31,G
LEASE BOUNDARY IS 2'
FROM CMRIOR or NEW
WILOI NO OR OVERNANOS
LULN2
LEASE BOUNDARY
,• ,•,^ ••�
PROPERTY LINE
POC
POINT OF COMMENCEMENT
Pon
POINT OF BEGINNING
RECORDED A6I
M
ppND® 12TMppNDISK C631
NO MONUMENT $ET
30"w
37
Page 339 of 797
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public
hearing on the 3rd day of March, 2025, at 6:30 p.m., in the Historic Federal Building, 350
W. 6th Street, 2nd floor, Dubuque, Iowa, at which meeting the City Council proposes to
take action to approve a Development Agreement between the City of Dubuque, Iowa
and Dubuque Racing Association, Ltd., a copy of which is now on file at the Office of the
City Clerk, City Hall, 50 W 13th Street, Dubuque, Iowa, including 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
Dubuque Racing Association, Ltd., 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 $7,092,000.
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://dubugueia.portal.civicclerk.com/ 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. 13th 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 17th day of February, 2025.
Adrienne N. Breitfelder, City Clerk
Page 340 of 797
Prepared by: Jill Connors, Economic Development. 50 W. 131h Street, Dubuque IA 52001, 563 589-4213
Return to: Jill Connors, Economic Development. 50 W. 131" Street, Dubuque IA 52001, 563 589-4213
RESOLUTION NO. 56-25
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON A DEVELOPMENT AGREEMENT BY AND BETWEEN THE
CITY OF DUBUQUE, IOWA AND DUBUQUE RACING ASSOCIATION, LTD.,
INCLUDING THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX INCREMENT
REVENUE OBLIGATIONS RELATING THERETO AND PROVIDING FOR THE
PUBLICATION OF NOTICE THEREOF
WHEREAS, the City of Dubuque and Dubuque Racing Association, Ltd. have entered
into a Development Agreement, subject to the approval of the City Council, a copy of which
is now on file at the Office of the City Clerk, City Hall, 50 W. 13t" Street, Dubuque, Iowa for
the development of approximately 19,380 square feet located on leased property due
east of 1801 Greyhound Park Rd, Dubuque, Iowa; and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement with Dubuque Racing
Association, Ltd.; and
WHEREAS, it is deemed necessary and advisable that the City Council should
authorize Urban Renewal Tax Increment Revenue Obligations, as provided by Iowa Code
Chapter 403 pursuant to the Development Agreement; and
WHEREAS, before said obligations may be approved, Iowa Code Chapter 403
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 a notice to
be published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's
intent to authorize Urban Renewal Tax Increment Revenue Obligations, to be held on the
316 day of March, 2025, at 6:30 p.m. The official agenda will be posted on Friday, February,
28, 2025 and will contain listening, viewing, and public input options. The City Council
agenda can be accessed at https://dubuqueia.portal.civicclerk.com/ or by contacting the City
Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of authorizing the execution of the Development Agreement
including the issuance of Urban Renewal Tax Increment Revenue Obligations relating
thereto with Dubuque Racing Association, Ltd., 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 developments grants to Dubuque Racing Association, Ltd. pursuant to the
Development Agreement. It is expected that the aggregate amount of the Tax Increment
Revenue Obligations to be issued will be approximately $7,092,000.
Section 3. The 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 issuance of said obligations.
Section 4. That the notice of the proposed action to issue said obligations shall
be in substantially the form attached hereto.
Passed, approved and adopted this 17th day of February, 2025.
. • F= :.h, Mayor
Attest:
Adrienne N. Breitfelder, City Clerk