Approving a Second Amendment to Development Agreement with Millwork Flats, L.L.C. for Redevelopment of 1065 Jackston StreetCity of Dubuque
City Council
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Copyrighted
October 6, 2025
ITEM TITLE: Approving a Second Amendment to Development Agreement
by and between the City of Dubuque, Iowa and Millwork
Flats, L.L.C. for Redevelopment of Property at 1065 Jackson
Street
SUMMARY: City Manager recommending City Council adopt a resolution
approving the Second Amendment to Development
Agreement between the City of Dubuque and Millwork Flats,
L.L.C. for the redevelopment project at 1065 Jackson Street.
RESOLUTION Approving The Second Amendment To
Development Agreement By And Between The City Of
Dubuque, Iowa And Millwork Flats, L.L.C.
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Second Amendment - Signed
4. Resolution
Page 185 of 1264
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approving a Second Amendment to Development Agreement by and
between the City of Dubuque, Iowa and Millwork Flats, L.L.C. for
Redevelopment of Property at 1065 Jackson Street
DATE: October 1, 2025
Assistant Economic Development Director Ian Hatch is recommending City Council
adopt a resolution approving the Second Amendment to Development Agreement
between the City of Dubuque and Millwork Flats, L.L.C. for the redevelopment project at
1065 Jackson Street.
The Second Amendment to Development Agreement modifies the Development
Agreement to update the project schedule, include a new closing date, adjust the dates
of the tax increment financing rebates, clarify the insurance language, and include
additional legal compliance that is now standard in City development agreements.
City Council previously approved a Development Agreement with Millwork Flats, L.L.C.
The Agreement includes a $500,000 forgivable loan and 15 years of tax increment
financing rebates to invest $17.5 million dollars and create 62 new residential rental
units.
In February 2025, the Dubuque City Council approved a First Amendment to
Development Agreement that modified the closing date of the Development Agreement.
While entering into the Development Agreement with the City, Millwork Flats, L.L.C. also
sought a workforce housing tax credit incentive from the State of Iowa. These tax
credits are necessary to make the project financially feasible. In the fall of 2024,
Millwork Flats, L.L.C. learned it had not been awarded the necessary tax credits, adding
a financial strain and putting the project on hold. In spring of 2025, Millwork Flats,
L.L.C., with the support of the Dubuque City Council, reapplied for the workforce
housing tax credits. In September 2025, Millwork Flats was awarded the workforce
housing tax credit incentive in an amount of $1 million dollars. With the necessary
capital funds in place, the project is now ready to proceed.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Page 186 of 1264
k�4 yAj'6��'
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Ian Hatch, Assistant Economic Development Director
ION
Page 187 of 1264
THE CITY OF
UBRkE
Masterpiece on the Mississippi
Dubuque
Economic Development
Department
50 West 13th Street
All-AWCi 4
Dubuque, Iowa 52001-4864
wax>vm.c.NX:LA F
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Office (563) 589-4393
1111.
TTY (563) 690-6678
http://www.cityofdubuque.org
2007-2012.2013
2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Ian C. Hatch, Assistant Economic Development Director
SUBJECT: Approving a Second Amendment to Development Agreement by and
between the City of Dubuque, Iowa and Millwork Flats, L.L.C. for
Redevelopment of Property at 1065 Jackson Street
DATE: September 29, 2025
INTRODUCTION
This memorandum presents for City Council consideration and action the attached
Resolution approving a Second Amendment to Development Agreement between the
City of Dubuque and Millwork Flats, L.L.C.
BACKGROUND
City Council previously approved a Development Agreement with Millwork Flats, L.L.C.,
dated for reference June 17, 2024, as amended, by Resolution No. 199-24. The
Agreement includes a $500,000 forgivable loan and 15 years of tax increment financing
rebates to invest $17.5 million dollars and create 62 new residential rental units.
In February 2025, the Dubuque City Council approved a First Amendment to
Development Agreement that modified the closing date of the Development Agreement.
DISCUSSION
While entering into the Development Agreement with the City, Millwork Flats, L.L.C. also
sought a workforce housing tax credit incentive from the State of Iowa. These tax
credits are necessary to make the project financially feasible. In the fall of 2024,
Millwork Flats, L.L.C. learned it had not been awarded the necessary tax credits, adding
a financial strain and putting the project on hold. In spring of 2025, Millwork Flats,
L.L.C., with the support of the Dubuque City Council, reapplied for the workforce
housing tax credits. In September 2025, Millwork Flats was awarded the workforce
Page 188 of 1264
housing tax credit incentive in an amount of $1 million dollars. With the necessary
capital funds in place, the project is now ready to proceed.
The Second Amendment to Development Agreement modifies the Development
Agreement to update the project schedule, include a new closing date, adjust the dates
of the tax increment financing rebates, clarify the insurance language, and include
additional legal compliance that is now standard in City development agreements.
This project aligns with the City Council goal of Livable Neighborhoods and Housing:
Great Place to Live.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached Resolution approving the Second
Amendment to Development Agreement between the City of Dubuque and Millwork
Flats, L.L.C. for the redevelopment project at 1065 Jackson Street.
2
Page 189 of 1264
SECOND AMENDMENT
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
MILLWORK FLATS, L.L.C.
This Second Amendment to Development Agreement, dated for reference
purposes the '. day of 2025, is made and entered into by the City
of Dubuque, Iowa, a municipality ("City"), and Millwork Flats, L.L.C., an Iowa limited
liability company ("Developer"). City and Developer are hereinafter sometimes collectively
referred to as the Parties.
Whereas, City and Developer previously entered into that certain Development
Agreement dated June 17, 2024(the "Agreement') with respect to the matters specified
therein; and
Whereas, City and Developer desire to modify the Agreement as set forth herein.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL TERMS AND
COVENANTS CONTAINED HEREIN, THE RECEIPT AND SUFFICIENCY OF WHICH
ARE ACKNOWLEDGED BY THE PARTIES, THE PARTIES AGREE AS FOLLOWS:
Section 1. Section 1.3 of the Development Agreement is hereby amended to
read as follows:
1.3 Closing. The closing shall take place on the Closing Date which shall
be the 3rd day of February, 2026, or other such date as the parties shall
agree in writing but in no event, shall the Closing Date be later than the 3rd
day of March, 2026 without written consent of City in its sole discretion.
Consummation of the Closing shall be deemed an agreement of the parties
to this Agreement that the conditions of Closing shall have been satisfied or
waived.
Section 2. Section 2 of the Development Agreement is hereby amended to read
as follows:
2.4 Timing of Improvements. Developer hereby agrees that construction
of the Minimum Improvements on the Property shall be commenced by May
1, 2026, and shall be substantially completed by December 31, 2027. The
time frames for performing these obligations shall be suspended due to
unavoidable delays meaning delays, outside the control of the party
claiming its occurrence in good faith, which are the direct result of strikes,
other labor troubles, unusual shortages of materials or labor, unusually
severe or prolonged bad weather, acts of God, fire or other casualty to the
07152024
Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable
discretion directly results in delays, or acts of any federal, state or local
government which directly result in extraordinary delays. The time for
performance of such obligations shall be extended only for the period of
such delay.
Section 3. Section 3.1 of the Development Agreement is hereby amended to
read as follows:
3.1 Economic Development Grants 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 thirty (30) consecutive semi-annual payments (such payments
being referred to collectively as the Economic Development Grants) to Developer:
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
November 1, 2037
May 1, 2038
November 1, 2038
May 1, 2039
November 1, 2039
May 1, 2040
November 1, 2040
May 1, 2041
November 1, 2041
May 1, 2042
November 1, 2042
May 1, 2043
November 1, 2043
May 1, 2044
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to
a portion of the tax increment revenues collected by City under Iowa Code Section
403.19 (without regard to any averaging that may otherwise be utilized under Iowa
Code Section 403.19 and excluding any interest that may accrue thereon prior to
payment to Developer) during the preceding six-month period in respect of the
Minimum Improvements constructed by Developer (the Developer Tax Increments).
For purposes of calculating the amount of the 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 taxable value of the
Property above the assessed value on January 1, 2024 ($1,011,000.00). 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) the remaining actual amount of
2
Page 191 of 1264
tax increment revenues collected by City in respect of the valuations of the Property
prior to January 1, 2024 and (iv) any other portion required to be excluded by Iowa
law, and thus such incremental taxes will not include all amounts paid by Developer as
regular property taxes.
3.2 To fund the Economic Development Grants, City shall certify to the County prior to
December 1, 2027, its request for the available Developer Tax Increments resulting from
the assessments imposed by the County as of January 1 of that year and each year
thereafter until and including January 1, 2044, to be collected by City as taxes are paid
during the following fiscal year and which shall thereafter be disbursed to the Developer
on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December,
2027, the Economic Development Grants in respect thereof would be paid to the
Developer on November 1, 2029, and May 1, 2030.)
Section 4. Section 4 of the Development Agreement is hereby amended to
include a new Section 4.3 to read as follows:
4.3 Developer acknowledges and agrees that the State of Iowa retains
the authority to amend, modify, or repeal laws governing property tax, tax
increment financing (TIF), and any related rebate mechanisms. City makes
no representations or warranties regarding the continuation of current state
law or the availability of rebates in their present form. In the event that any
legislative or regulatory action by the State of Iowa alters or limits the
availability, calculation, distribution, or administration of rebates, City shall
have no obligation to compensate Developer for any resulting reduction,
loss, or elimination of rebates. Developer assumes all risk associated with
potential changes to applicable state law.
Section 5. Section 5 of the Development Agreement is hereby amended to read
as follows:
5.5 (2) Upon completion of construction of the Minimum Improvements and
up to the Termination Date, Developer shall maintain, or cause to be maintained, at its
cost and expense 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 cost of the
building (including the Minimum Improvements). Developer shall furnish to City proof of
insurance in the form of a certificate of insurance. If the builder's risk policy purchased
includes "soft costs" associated with this project, the limit for that coverage will be at the
sole discretion of the contractor.
5.5(3) The term "replacement cost" 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.
Page 192 of 1264
Section 6. Section 7 of the Development Agreement is hereby amended to read
as follows:
7.4 Termination Date. This Agreement and the rights and obligations of the
parties hereunder shall terminate on June 1, 2044 (the Termination Date).
7.7 Legal Compliance. Developer is responsible for compliance with all
applicable laws, statutes, rules, regulations, and ordinances which may apply to the
performance of Developer's obligations under this Agreement, including but not limited
to the laws outlined in Exhibit J, and hereby represents and warrants that Developer is
in compliance with the same as of the Closing Date and further represents that during
the Term Developer will remain in compliance. Developer shall require all contractors
and subcontractors providing services under this Agreement shall also certify
compliance with this Section.
Developer further represents and warrants that Developer has obtained all
necessary business permits and licenses that may be required to carry out the obligations
pursuant to this Agreement, including any permits and licenses that might be required by
t-h"tate-or-locality-in-which Developer performs e Services, and Developer agrees to
maintain, at Developer's sole expense, such required permits and licenses for the
duration of the term(s) of this Agreement.
Section 8. All other terms of the Development Agreement, as amended, shall
remain in full force and effect.
CITY OF DUBUQUE, IOWA
By:
Bra'-M. Cav ayor
ATTEST:
-Ad f� � "�: I�;a�!#e�cier,_r� , ClPrk
1
MILLWORK FLATS, L.L.C.
By: _
Michael Ful gin, Organizer
4
Exhibit J
Legal Compliance
Page 194 of 1264
a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252),
(prohibits discrimination on the basis of race, color, national origin); and 49 CFR
Part 21;
b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or
whose property has been acquired because of Federal or Federal -aid programs
and projects);
c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits
discrimination on the basis of sex);
d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
amended, (prohibits discrimination on the basis of disability); and 49 CFR Part
27;
e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq),
(prohibits discrimination on the basis of age);
f) Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123),
as amended, (prohibits discrimination based on race, creed, color, national origin,
or sex);
g) The Civil Rights Restoration Act of 1987, (PL 100-209); (broadened the scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964 to include that
entities that receive federal funding must comply with civil rights legislation,
including the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and
Section 504 of the Rehabilitation Act of 1973, in all operations, not just in the
program or activity receiving federal funding);
h) Titles II and III of the Americans with Disabilities Act, which prohibit discrimination
on the basis of disability in the operation of public entities, public and private
transportation systems, places of public accommodation, and certain testing
entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of
Transportation regulations at 49 C.F.R. Parts 37 and 38;
i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §
47123) (prohibits discrimination on the basis of race, color, national origin, and
sex);
j) Section 1557of the Affordable Care Act (prohibits discrimination on the basis of
national origin);
I
Page 195 of 1264
k) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 et
seq.) (prohibits discrimination because of sex in education programs or activities);
1) Drug Abuse Office and Treatment Act of 1972, as amended (21 U.S.C. § 1101 et
seq.); and
m) Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970, as amended (42 U.S.C. § 4541, et seq.).
7
Page 196 of 1264
Prepared by Ian C. Hatch Assistant Economic Development Director, 1300 Main Street Dubuque IA 52001 (563)
r,RQ_AInc,
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 313-25
APPROVING THE SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF DUBUQUE, IOWA AND MILLWORK FLATS, L.L.C.
Whereas, the City of Dubuque (City) and Millwork Flats, L.L.C. (Developer) previously
entered into that certain Development Agreement dated June 17, 2024, as amended, with
respect to the matters specified therein; and
Whereas, the parties desire to further modify the Development Agreement as set out in the
Second Amendment to Development Agreement; and
Whereas, the City Council finds that it is in the interests of the City of Dubuque to approve
the Second Amendment to Development Agreement.
lalOW—,THE-RE-1=ORE; BEDT-RESOLVEDD--BY THE-CFFY--COUNCIL-O THE- CITY -OF
DUBUQUE, IOWA THAT:
Section 1. The Second Amendment to Development Agreement by and between the City of
Dubuque, Iowa and Millwork Flats, L.L.C., a copy of which is attached hereto, is hereby
approved.
Section 2. The Mayor is hereby authorized and directed to execute the Second Amendment
to Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized
and directed to attest to his signature.
Section 3. The City Manager is authorized to take such actions as are necessary to comply
with the terms of the Second Amendment to Development Agreement as herein approved.
Passed, approved, and adopted this 6th day of October 2025.
Bra . G vanagh, Mayor
Attest:
Trish L. Gleason, Assistant City Clerk