Collateral Assignment of Development Agreement - HG APT, LLC to Bellevue State Bank Copyrighted
April 20, 2026
City of Dubuque PUBLIC HEARINGS # 4.
City Council
ITEM TITLE: Collateral Assignment of Development Agreement - HG APT,
LLC to Bellevue State Bank
SUMMARY: Proof of Publication on notice of public hearing to consider a Collateral
Assignment of Development Agreement by and between the City of
Dubuque and HG APT, LLC to Bellevue State Bank and City Manager
recommending approval.
RESOLUTION -Approving A Collateral Assignment of Development
Agreement by and between the City of Dubuque, lowa and Hg Apt
LLC to Bellevue State Bank for Property at 2901 Central Avenue
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo Resolution Approving a Collateral Assignment DA HG APT LLC
Assigning Rights to Bellevue State Bank for the Redevelopment of 2901 Central
Ave
2. Staff Memo
3. Collateral Assignment
4. Resolution
Page 491 of 901
Dubuque
THE CITY OF �
uhA�eMa cin
DuB E ; . � ,
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Maste iece on the Mississi t 2oo�•zoiz•zois
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving a Collateral Assignment of Development Agreement
by and between the City of Dubuque, lowa and HG APT LLC Assigning
Rights to Bellevue State Bank for the Redevelopment of 2901 Central
Avenue
DATE: April 15, 2026
Assistant Economic Development Director lan Hatch is recommending City Council
approval a Resolution approving a Collateral Assignment of Development Agreement by
and between the City of Dubuque, lowa and HG APT LLC assigning rights to Bellevue
State Bank for the redevelopment of 2901 Central Avenue.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
lan Hatch, Assistant Economic Development Director
Page 492 of 901
Dubuque Economic Development
Department
THE CITY OF ' ' 1300 Main Street
All•Ame�ica City Dubuque,lowa 52001-4763
U� � `��x..,�i�nx ii�:� Office(563)589-4393
, � ►
TTY(563)690-6678
� http://www.cityofdubuque.org
2007*2012*2013
Masterpiece on the Mississippi 2oi�*zoi9
TO: Michael C. Van Milligen, City Manager
FROM: lan C. Hatch, Assistant Economic Development Director
SUBJECT: Resolution Approving a Collateral Assignment of Development Agreement
by and between the City of Dubuque, lowa and HG APT LLC Assigning
Rights to Bellevue State Bank for the Redevelopment of 2901 Central
Avenue
DATE: April 14, 2026
INTRODUCTION
This memorandum presents for City Council review and approval a Resolution approving
a Collateral Assignment of Development Agreement by and between the City of Dubuque,
lowa and HG APT LLC assigning rights to Bellevue State Bank for the redevelopment of
2901 Central Avenue.
BACKGROUND
On September 5, 2023, the Dubuque City Council entered into a Development Agreement
with HG APT LLC by Resolution No. 290-23. The Development Agreement included a
downtown housing creation grant of $180,000 ($10,000 x 8 units), a downtown
rehabilitation grant of$35,000, and a fifteen-year tax increment financing award estimated
to not exceed $393,194. Tax Increment Financing (TIF) incentives provide a
reimbursement of a portion of the additional property tax revenue generated by a
development project, calculated on the incremental increase in assessed value, and
applied after the project has been fully completed.
DISCUSSION
HG APT LLC has successfully completed the redevelopment of 2901 Central Avenue
including the creation of 18 new market rate rental units. All apartments are occupied and
the building fa�ade is a point of pride for the corridor. HG APT LLC intends to refinance
the construction costs with Bellevue State Bank. As part of the refinancing arrangement,
Page 493 of 901
HG APT LLC is assigning its rights and obligations under the Development Agreement,
including the TIF incentive to Bellevue State Bank. Collateral assignments of Development
Agreements are a common practice of community development.
BUDGETIMPACT
There is no impact to the budget as these incremental property tax rebates have already
been authorized and incorporated into the terms of the Development Agreement.
RECOMMENDATION
I respectfully request City Council adopt the attached Resolution approving the Collateral
Assignment of Development Agreement by and between the City of Dubuque, lowa and
HG APT LLC assigning rights to Bellevue State Bank for the redevelopment of 2901 Central
Avenue.
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Page 494 of 901
COLLATERA,L ASSIGNMENT OF DEVELOPME1�iT AGREEMENT
THIS COLLATER.AL A SIGN1IVIENT OF DEVELOPMENT AGREEMENT (this
"Assignment"} is made as of V , 2026, by and ainong HG APT LLC, an Iowa
limited liability company ("Borrower/Developer" further known as "Assignor") in favor of
Sellevue State Banlc("Lender").
RECITALS
A. Borrower owns,or will own,the property located at 2901 Central Aventte,located in.
the City of Dubuque,State af Iowa(the"Property"). Borrower intellds ta develop the Property as
a 18-unit multi-family apartment project located on the Property with other related improvements
(collectively,the "Project")
B. Subject to the terms and conditions of that certain Loan Agreelnent between
Borrower and Lender of even date herewith{the "Lvan Agreement"),Lender has inade a term loan
to the Borrower(the"Term Loan"),as evide�lced by a Terni Note dated October 22,2025.
C. Borrower and the City af Dubuque {the "City") entered into that certain
Developmen.t Agreement,dated June 22, 2d23,pursuant to which the City has agreed to provide
Eoonrnnic Deveiopment Granls to Borrower or Developer estimated up to a principal amount of
$393,194.00 {the "'i'IF Payments").
D. Lender requires Assignor to execute and deliver this Assignment as collaterai for
the Loans.
AGREEMENTS
N�W, THEREFORE, in consideration af the foregoing and o£tl�e mutual promises
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby aclrnowledged by Borrower,Borrower hereby agrees as follows:
l. Assi ru�nent. As security for Bor�•ower's obligations under tl�e Notes, the Loatl
, Agreement and the other docuinents evidencing or sPcurin� the Loans (collectively, the "Loan
Documents"){collectively,the "Obligations"},Assignor hereby collaterally assigns to Lender all of
its right, title, and interest in and to the Developme��t Agxeement, including all ofAssignor's
rights to receive the TIF Payn�ents thereui�der, it being understood and a�reed that, if �u�d
�
when tl�e �bligations are satisfied in full, then this Assignment shall tenninate.
i
2. L enc�.�r's Ri h�ts Upc�n Defa�ilt. If a default occurs ui3der the Loan Doclunents _
beyond any applicable notice and cure period(an "Event of Default"),then Lender�nay at its
aption upon written notice to Borrower and the City,but without any obligation to do so,elect
to assume Assignor's rights and obligations under the Development Agreeinent, in wl�ich case
Lcnder shall have all of tl�.e rigllts and obligations of Assignor under the Developinent Agreement
from.�u1d after the date of notiee�o the City. Prior to the occiirrence of an Event of Defauit and
the�� wi-itten election by Lender to assuine Assignor's rights a��d obligations under the
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Page 495 of 901
Developz��e��t Agreement, notlling in this Agreeinent shall be canstrued as an assumption by
Lender af any liability or obligatioia of Assignor under the Development Agreement. Notlling
herein constifutes a release by the City of Assigtaor from ifis obligations under the Development
Agreeznent even if Lender elects to assume Assignor's rights a�ld obligations thereiulder, and
to the extent the DeveloperAgreement is i�ot perforined by Lender,Assignor remains respoi�szble
to the City for all of its obligations under the Developinent Agreement.
3. Perfor�nance of Assi�nor. Assignor shall faithfully abide by, perform and
discharge each of Assigi�or's obligatioi�s, covenants and agreeinents under the Develoknnent
Agreement az�.d shal.l talce such actions as may be necessary or required under the Development
Agreement to cause the Minimum Iz�vestment in the Project and the prompt commencement of
TIF Paymenfs to Borrower thereafter. Without the prior written consent of Lender, Assignor
shall not(a}inodify or in any way alter the terms of the Development Agreement, (b)pledge or
assign the Development Agreement, (c) waive any of its rights under the Development
Agreemezit, (d)tern�inate or surrender the Development Agreement, or(d) cause or per�liit the
TIF Payinents to be made to a.x�y party but Borrower of Lender. Developer hereby
acl�a�owledges and agrees and directs the City that all TIF Payments sha11 be paid to Borrower
(not to Developer).
4. TIF Loan Proceeds. Borrower shall, immediately upon receipt of any TIF
Payinents from the City,deposit sucli fiinds into Borrower's operating acco�ult established with
Lender; which funds inay be used to pay Project Oper�ting Expenses or disbursed only in
accordance with Borrower's 4perating Agreemei�t. Upon notice from Lender to the City,with
a copy to Borrower, of an Event of Default under the Loan Documents or otherwise upon
Lender's requcst, Borrower and Developer attthorize and direct t�ie City to inalce the TIF
Payinents d�;ie to Borrower to Lender dircctly. The City shall have no obligation to verify any
of the informatioil in such notiee.
5. Gran�I..�o�a� Proceeds. Borrower shall, immediately upon receipt of any
Grant Payments froin the City, deposit such fiulds into Borrower's operating account
established with Len.der; which fiinds may Ue used to pay Project Operating Expenses oz•
disbursed only in accordaiice with Borrower's Operatiz�g Agreement. Upon notice froi3l Lender
to the City, wiih a copy to Borrower, of an Event of Default under the Loan Documents or
otherwise upon Lender's request, Borrower a��.d Developer authorize and direct the City I;o
malce the Grant Payinents due to Borrower to Lender directly.The City shall have no obligation
to verify any of the information in sueh notice.
6. Protect Securitv. At Borrawer's sole cost azzd expeiise, Borrower shall appear
and defend any action or proceeditig arising under, during, out of or in auy maruier connected
wit11 the Development Agreement or the obligations, d�,ities or liabilities o£Assignor under the
evelopment A�reement, and shall pay atiy reasonable costs and expense of Lender, including
reasonable attorneys' fees,in any such action ar proceeding in wluch Lender decides, in its sole
discretion, to appear.
7. Re�resentations a.nd Covenanis. Assignor represents and warrants tl�.at
(a) Assignor has the full right to collaterally assign the Developinent Agreeinent; (b) the
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Page 496 of 901
Development Agreement is valid, is in fizll force and effect and has not been modifxed or
amended; {c} Lender shall have a first priority lien and security interest in and to the
Development Agreement and the TIF Payments, there are no outstanding assign.�aents or
pledges of the Development Agree�nent or TIF Payments and Assignor shall not make any
further assignments or pledges of the Development Agreement or TIF Payments during the term
of the loans without the consent of Lender; and(e)there are no existing defaults,rights of setoff,
or claims for additional payments under the Development Agreement.
8. Authorization. Upon an Event of Default,Assignor irrevocably constihrtes and
appoints Lender its true and lawfiil attorney-in-fact in Assignor's name or in Lender's name,or
otherwise, to enforce all rights of Assignor under the Development Agreement, aa�d such
power,being coupled with an interest, is irrevocable.
9. No Liabilitv For. L ender. Subject to the Provisions of Section 2, Lender shall
not be obligated to perform or discharge and does not by this Assignment,undertake to perforrn
or discharge any obiigation, duty or liability under the Develop�nent Agreement.
10. Assignor Holcls Lender Hannless. Assignar shall indeintiify and hold Lender
harmless af a11d frorn (a) any and all liability, loss or damage which it incurs under the
Development Agreeinent or by reason of this Assigmnei�t; and {b} asry and all claims and
deinands which are asserted against it by reason of any alleged obligations or undertalcings on
its part to perform or discharge a�ly of the terms, eovenants or agreements contained in fl�e
Developmalt Agreement. The amount of all such liabilities, losses, damages, claiins and
deinands, and the cost of defet�ding against them, ineluding costs, expenses and reaso��able
attorneys' fees, are secured by this Assigr�nent and constitute part of the Obiigations. Assignor
shall reimburse Lender for such amounts iminedia#ely upon demand.
11. Securit Interest in A eeTnents. In addition, Assignor hereby grants to Lender
a security interest in Assignor's right, title, and interest in the Developme�lt Agreement and the
TIF Payments, if and to the extei7t that a security interest may be granted therein ut�der tl�e
Unifot�n Coinrnercial Code,ai�d Assignor acknowledges that Lender shall have all of tl�e rights
and remedies with respect tliereto provided for by tile Unifarm Commercial Code, in addition
to the other i-ights and reinedies herein granted to Lender, in the event of the occurrence of an
Event of Default.
12. Successors ancl Assi�ls. This Assignment shall be binding upon Assignor a��d
its successoxs a�zd assigns, a�1d shall insure to the benefit of Lender, its successors ancl assigus.
Assignor shall not assign its obli�ations or interests under the TIF Agreement or under this
Assigrunent without Lender's prior written consent.
13. Governing Lat�. This Assi�nment sha1l be governed by the laws af the State of
Iowa.
14. Vaiidit r�Clause. This Assignment shall confer to Lender the rights and benefits
described in this Assi�Zment to the full extent aliowable by law. The unenforceability or
invalidity of any of tl�e pt•ovisions of this Assignznent shall not render a�ny other provision or
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Page 497 of 901
provisions unenforceable ox invalid. Any proviszon found to be unenforceable shall be
severable from this Assignment without invalidating the renlainder of such provision or tlle
remaining provisions of this Assignment.
I5. tices And A rovals. Any notice that either party may desire or may Ue
required to give to a�iy other party shall be in writing and sha11 be delivered as required under
the Loan Documents, and, with respect to Assignor, sl�all be sent to the following address: c/o
Bellevue State Bank, 200 S 2°a Street, Belleviie, Iowa 52031.
16. Counternarts. This Assigrunent inay be signed in one or inore counterparts,
each of which sha11 be deemed to be an original and a11 of which together sha11 constitute one
instruinent. The signature of a party to this Assignment transmitted by facsimile or electronic
mail to the other party shall be deemed an original signatt�re.
�
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i Page 498 of 901
SIGNATURE PAGE TO C�LLATERAL ASSIGNMENT
OF DEVELOPMENT AGREEMENT
Dated as of the date first set forth above.
ASSIGNQR:
HG APT LLC
�`-`�- d� ._�._..._
y: Joshua Manders,Meinber of HG APT LLC
.�
By: enna R Manders, Member of HG APT LLC
�.1�.A Js�n�. 'R ��r
By: J ce M Maslders, Member of HG�APT LLC
,,,._,�..
STATE �F IOWA ) ��"` `°� SAANDT MOORE
° � Commisston Namber S 6995
� SS Z �oW�� My Comm.Exp.
COUNTY OF DUBUQ[JE )
On this �day of/��_ , 2026, before ��le, ti�e undersigned, a Notary Public in and
for the State o E Iowa,personally appeared Josh�ia Manders,Jenna R Manders and 3ace M Manders
and acicnowledged said execution of the instrument to be his/her voluntary act and deed.
�
Notary Public in and for �
Dub�ique County, Iawa
5
Page 499 of 901
Lender:
Bellevue State Bauk
.a .� � � �'��
By: Brandt A Moore, Assistant Vicc President
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this �day of�;,�f.�;1 , 2026, before me, the undersigned, a Notary Public in and
for the State of Iowa, personally appeared Brandt A Moore aud ackuowlcdged said executioti of
the inshument to be his/her voluntary act and deed.
-U .
,,.� �.�, MOLLY SCHECKEL Notai Public in and for
:°��Commission Number 865769
MyCommtssbnE�res DLIbUC]UE COUllty, Iowa
ow ,lune 30,2025
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Page 500 of 901
CONSENT OF CITY AND ESTOPPEL ,
THIS CONSENT OF CITY AND ESTOPPEL is made by the City of Dubuque (tl�e
"City") for the benefit of Bellevue State Bank ("Lender") with respect to tl�at certain
Developrnent Agreement, dated June 22,2023, between HG APT LLC
("Borrower/Developer" farther known as "Assignor"}, and the City (the "TIF
Agreement").
1. �avment Direction. Upon written request of Lender, City agrees to make all
Economic Development Grants (TIF Paymenfs} (as defined in the Developinent Agreement)
directly to Lender at the following address: Bellevue State Bank, 200 S 2"`� St, Eellevue, Iowa
52031 until Lender further notifies the City that the Obligations have been paid in full aiid the
Assignment terminated.
2. Consent ta Assi nment. The City hereby consents to the foregoing Collateral
Assignznent of Develapment Agreeinent (the "Assignn�ent"} anc� agrees that if Lender notifies
the City in writing that Lender is exercising its right to assume Assignor's rights and obligations
i.uider the Development Agreement,the City shall continue to perform its obligations under the
terms of the TIF Agreement in the man.tier speci�ed in tlle therein as if Lender were originally
a party to the Developmeilt Agreeinen#. Lender's obligafiions under the foregoing Assigmnent
are not personal obligations or binc�ing on any of Lender's assets,except Lender's interest in the
Property, if asiy.
3. No Release. Nothing in the foregoing Assignment constitutes a release by the
City of Assignor from its obligations under the Developfnent Agreement even if Le��der elects
to assun�e Assignor's rights and obligations thereunder, and to the extent the Develop�nent
Agrcement is not perfonned by Lender, Assignar remains responsible ta the City for all �f its
obligakions under the Development Agreement.
3. Notice and Cure Ri�ts. The City shall provide Lender with copies of an.y
notices given to Assignor under the Developnlent Agreement, in the same manner and at the
same time as required thereunder to the followin� address: Bellevue 5t�te Bai�ic, 200 S 2"`� St,
Bellev�ie, Iowa 52031. City agrees that Lender shall have the right to cure any default by
Assignor under the Developmer�t Agreement and City agrees to accept ar�y cure of such a default
by Lender as if such cure were tendered or performed by Assignor.
4. �st01�12e1. City represents and warrarzts to Lender that as of the date hereof:
(i) t11e Deveiopinent Agreemetit is and remains in fi�ll force and efFect, (ii) no default currently
exists under the Developinent Agreeinent and no condition exists which, with tl�e passage of
tiine, would constitute a default under the Agreeme�lt or would prevent the payinent of the
Economic Develop�nent Grants in accordance with the Development Agreemen�.
5. No Amendment. City agrees that it shall not, without the prior written consei�t
of the Le��.der,atnend or rnodify or consent to any inodification or amendinent of the Developme��t
Agreement.
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6. Conflict. Assignor acknowledges that City's consent is granted only insofar as
said terms and conditions do not conflict with the terms of the Development Agreement. Any
conflict between the terms of the Assignment and Development Agreement shall be
resolved pursuant to the language of the Development Agreement.
CITY OF DUBUQUE
By:
Name: BBc�lA m (' uCe
Title:MOLI
o
Attest: .0
Name: :s11-\ L. G12.c3,,c4>IN
Title: ASSIS-6"-1- L-i`- ca-rtc
EXISIT A
L�GAL DESCRIPTI�N
Lot 1 of Lot 1 of PARAGON SQUARE, in the City of Dubuque, Iowa, according to tl�e
recordecl plat thereof.
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Page 503 of 901
Ian C. Hatch, Assistant Economic Development Director, 1300 Main Street, Dubuque, IA 52001, (563) 589-4105
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 138-26
APPROVING A COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF DUBUQUE, IOWA AND HG APT LLC TO BELLEVUE STATE BANK
FOR PROPERTY AT 2901 CENTRAL AVENUE
Whereas, the City of Dubuque, Iowa (City), and HG APT LLC entered into a Development
Agreement (the "Agreement") dated September 5, 2023, providing certain rights and obligations
with respect to the property legally described as
Lot 1 of Lot 1 of PARAGON SQUARE, in the City of Dubuque, Iowa, according to the
recorded Plat thereof
(the Property); and
Whereas, the Agreement provides for certain incentives to HG APT LLC for the completion
of the Minimum Improvements; and
Whereas, HG APT LLC intends to assign the rights to those certain incentives as collateral
to Bellevue State Bank under a Collateral Assignment of Development Agreement attached
hereto; and
Whereas, the City Council of the City of Dubuque finds that consent to the Collateral
Assignment of Development Agreement is in the best interests of the City of Dubuque; and
Whereas, in accordance with Iowa Code Section 364.7 a public hearing was held to 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 THAT:
Section 1. The Collateral Assignment of Development Agreement by and between the City of
Dubuque, Iowa and HG APT LLC to Bellevue State Bank is hereby approved.
Section 2. The Mayor is hereby authorized and directed to sign the Collateral Assignment of
Development Agreement on behalf of the City of Dubuque.
Passed, approved, and adopted this 20th day of April, 2026.
rad M. agh, Mayor
Attest:
Trish L. Gleason, Assistant City Clerk
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Kathy Goetzinger, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
04/10/2026
and for which the charge is 32.70
Subsbribed to before me, a Notary Public and for
Dubuque County, Iowa,
this loth day of April, 2026
Notary c in and for Dubuque County, Iowa.
rptA[
0
z
JANET K. PAPE
T. Commission Number 199659
My Commission Expires
12/11/2028
Ad text :
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council
will conduct a public hearing on the 20th day of April, 2026,
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 approve a Collateral Assignment of
Development Agreement by and between the City of Dubuque, Iowa
and HG APT LLC to Bellevue State Bank, LLC, for the property
located at 2901 Central Avenue.
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 City Council agenda
will be posted the Friday before the meeting and will contain
public input options. The 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.
Written comments on the public hearing may be submitted to
the City Clerk's Office by email at ctyclerk@cityofdubuque.org
or by mail to City Hall, 50 W. 13th St., Dubuque, IA 52001,
before the scheduled hearing. The City Council will review all
written comments at the time of the hearing.
Documents related to the public hearing are on file in the
City Clerks Office and may be viewed Monday through Friday
between 8:00 a.m. and 5:00 p.m.
Individuals requiring special assistance should contact the
City Clerk's Office 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 6th day
of April, 2026.
Adrienne N. Breitfelder,
CMC, City Clerk
It 4/10