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Assignment of Loan Agreement and Assumption of Mortgage Agreement by and between Interstate Building, L.L.L.P. and Miller Companies, LLCCity of Dubuque City Council Copyrighted September 8, 2026 ITEMS SET FOR PUBLIC HEARING # 4. ITEM TITLE: Assignment of Loan Agreement and Assumption of Mortgage Agreement by and between Interstate Building, L.L.L.P. and Miller Companies, LLC SUMMARY: City Manager recommending City Council adopt a resolution setting the public hearing for September 21, 2026, for the Assignment of Loan Agreement and Assumption of Mortgage Agreement by and between Interstate Building, L.L.L.P and Miller Companies, LLC for the property locally known as 131 West 10th Street. RESOLUTION Fixing The Date For A Public Hearing Of The City Council Of The City Of Dubuque, Iowa On An Assignment Of Loan Agreement And Assumption Of Mortgage Agreement Of The Downtown Rehabilitation Loan Agreement By And Between The City Of Dubuque, Iowa And Interstate Building, L.L.L.P. To Miller Companies, LLC For Property At 131 W 10th Street SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for DISPOSITION: September 21, 2026 ATTACHMENTS: 1. MVM Memo ASSIGNMENT OF LOAN AGREEMENT AND ASSUMPTION OF MORTGAGE AGREEMENT BY AND BETWEEN INTERSTATE BUILDING, LLLP AND MILLER COMPANIES, LLC 2. Staff Memo —Setting PH Interstate Miller Assignment _09-03-2026 3. Notice of Hearing —Assignment and Assumption_Interstate Building and Miller 4. Resolution setting hearing on Assignment and Assumption_Interstate and Miller 09-03-2026 5. Assignment and Assumption Agreement City Loan_09-03-2026 6. Memorandum to Council Dubuque THE CITY OF uFA�a9a av DuBE 13 Masterpiece on the Mississippi zoo�•*o rP PP 2017202019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Assignment Of Loan Agreement and Assumption Of Mortgage Agreement by and between Interstate Building, L.L.L.P And Miller Companies, LLC DATE: September 3, 2026 Senior Counsel Barry Lindahl is recommending City Council adopt a resolution setting the public hearing for September 21, 2026, for the Assignment of Loan Agreement and Assumption of Mortgage Agreement by and between Interstate Building, L.L.L.P and Miller Companies, LLC for the property locally known as 131 West 10t" Street. I concur with the recommendation and respectfully request Mayor and City Council approval. 1�,A� k�4 Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Barry Lindahl, Senior Counsel Jill Connors, Economic Development Director Flint Drake, Esq. THE CITY OF DUB E Masterpiece on the Mississippi BARRY A. LINDAHL, ESQ. SENIOR COUNSEL MEMO To: Michael C. Van Milligen City Manager DATE: September 21, 2026 Dubuque AII•Anerin Ciq 1111-111-1-11 2007-2012.2013 2017*2019 RE: ASSIGNMENT OF LOAN AGREEMENT AND ASSUMPTION OF MORTGAGE AGREEMENT BY AND BETWEEN INTERSTATE BUILDING, L.L.L.P AND MILLER COMPANIES, LLC The City of Dubuque entered into a Development Agreement with Interstate Building, L.L.L.P. and WS Live, LLC (the Agreement) on November 3, 2008 for the property locally known as 131 West 10t" Street, legally described as follows: Lot 164a in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa (the Property). The Agreement terminated on December 31, 2015. However, the Agreement provided for a Downtown Rehabilitation Loan which was secured by a mortgage on the Property. Interstate Building, L.L.L.P. and Miller Companies, LLC have entered into a certain Purchase Agreement, in which Interstate Building, L.L.L.P. has agreed to assign all of its rights, title and interest in, and Miller Companies, LLC has agreed to assume all of Interstate Building, L.L.L.P.'s duties and obligations under the Downtown Rehabilitation Loan Agreement and mortgage. I recommend the attached Resolution setting the public hearing for the Assignment of Loan Agreement and Assumption of Mortgage Agreement by and between Interstate Building, L.L.L.P and Miller Companies, LLC be submitted to the City Council for consideration and adoption. cc: Jill Connors, Economic Development Director Flint Drake, Esq. OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org CITY OF DUBUQUE, IOWA OFFICIAL NOTICE PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public hearing on the 21st day of September, 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 an Assignment of Loan Agreement and Assumption of Mortgage Agreement by and between Interstate Building, LLLP and Miller Companies, LLC, for the property located at 131 W. 10th Street, Dubuque, Iowa. 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://dubugueia.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 Clerk's 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 8th day of September 2026. Adrienne N. Breitfelder, CIVIC, City Clerk Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 RESOLUTION NO. 332-26 FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON AN ASSIGNMENT OF LOAN AGREEMENT AND ASSUMPTION OF MORTGAGE AGREEMENT OF THE DOWNTOWN REHABILITATION LOAN AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND INTERSTATE BUILDING, L.L.L.P. TO MILLER COMPANIES, LLC FOR PROPERTY AT 131 W loth STREET WHEREAS, the City of Dubuque, Iowa (City), and Interstate Building, L.L.L.P. entered into a Downtown Rehabilitation Loan Agreement dated September 22, 2010; and WHEREAS, Interstate Building, L.L.L.P. granted to City a Mortgage recorded on September 27, 2010 as Instrument No. 2010-00014654; and WHEREAS, Interstate Building, L.L.L.P. and Miller Companies, LLC have entered into a certain Purchase Agreement, pursuant to which, Interstate Building, LLLP has agreed to assign all of its rights, title, and interests in, and Miller Companies, LLC has agreed to assume all of Interstate Building, L.L.L.P.'s duties and obligations under the Downtown Rehabilitation Loan Agreement and Instrument No. 2010-00014654; and WHEREAS, the City Council of the City of Dubuque finds that consent to the Assignment and Assumtion Agreement is in the best interests of the City of Dubuque; and WHEREAS, before said consent may be given, Iowa Code Section 364.7 requires that the City Clerk publish a notice of the City's intent to consent 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 THAT: Section 1. The City Clerk is hereby authorized and directed to cause a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to approve the Assignment and Assumtion Agreement by and between Interstate Building, LLLP and Miller Companies, LLC, to be held on the 21 st day of September, 2026 at 6:30 p.m, The official agenda will be posted the Friday before the meeting and will contain listening, viewing, and public input options. The City Council agenda may 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 approving the Assignment and Assumtion Agreement by and between Interstate Building, LLLP and Miller Companies, LLC. Section 3. The City 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 meeting shall be in substantially the form attached hereto. Passed, approved, and adopted this 8th day of September, 2026. ragh, Mayor Attest: Adrienne N. Breitfelder, City Clerk Prepared by and return to: Flint Drake, Drake Law Firm PC 300 Main St. Suite 323 Dubuque, Iowa 563 582-2000 Assignment of Loan Agreement and Assumption of Mortgage Agreement This Assignment of Loan Agreement and Assumption of Mortgage Agreement (the "Agreement"), effective as of September 21, 2026 (the "Effective Date"), is by and between Interstate Building, L.L.L.P. ("Seller") and Miller Companies, LLC, an Iowa limited liability company ("Purchaser"). WITNESSETH: Seller and Purchaser have entered into a certain Purchase Agreement dated effective as of August 26, 2026 (the "Purchase Agreement"), pursuant to which, among other things, Seller has agreed to assign all of its rights, title and interests in, and Purchaser has agreed to assume all of Seller's duties and obligations under, the City Loan Documents (as defined below), subject to the consent of the City of Dubuque; and Seller entered into a Downtown Rehabilitation Loan Agreement with the City of Dubuque, Iowa ("City") dated September 27, 2010, in the original principal amount of $300,000.00 (the "Downtown Rehabilitation Loan Agreement"); As security for Seller's obligations under the Downtown Rehabilitation Loan Agreement, Seller granted to City a Mortgage recorded in the records of the Dubuque County Recorder on September 27, 2010 as Instrument No. 2010-14654 (the "City Mortgage"). The mortgage secures an interest in real estate described as: Lot 164a in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa; The Downtown Rehabilitation Loan Agreement and the City Mortgage shall collectively constitute the City Loan Documents.; 1 I Page NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment and Assumption of City Loan Documents. Seller hereby assigns to Purchaser all of Seller's right, title and interest in the City Loan Documents and Purchaser does hereby assume all of Seller's rights and obligations under the City Loan Documents. Purchaser agrees to fully satisfy the obligations of Seller under the City Loan Documents in accordance with their terms. Purchaser shall defend, indemnify and hold harmless Seller from and against any liability, damages, causes of action, expenses and attorneys' fees incurred by Seller by reason of the failure of Purchaser to fulfill, perform, discharge and observe the liabilities under the City Loan Documents, except that Purchaser shall have no liability for obligations accruing and payable under the City Loan Documents prior to the Effective Date. Seller shall defend, indemnify and hold harmless Purchaser from and against any liability, damages, causes of action, expenses, and attorneys' fees incurred by Purchaser by reason of the failure of Seller to fulfill, perform discharge and observe any such liability prior to the Effective Date. 2. Further Documents and Instruments. From time to time, as and when requested by Seller, Purchaser shall execute and deliver such documents and instruments and shall take such further actions requested to more effectively assume the City Loan Documents or to otherwise give effect to this Agreement. 3. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction). 4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Remainder of Page Intentionally Left Blank, Signature Pages to Follow] IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written. SELLER: Interstate Building, L.L.L.P. By: Title: President City of Dubuque, Iowa hereby consents to this Assignment of Loan Agreement and Assumption of Mortgage Agreement Lo Its PURCHASER: Miller Companies, LLC By: Chris Miller Title: President 3 1 P a g e Signature Page to Assignment and Assumption Agreement Drake Law Firm, P.c. ATTORNEYS D. Flint Drake* 300 Main Street, Suite323 Samuel M. DeGree fdrake(a,)drakelawpc.com Dubuque, IA 52001 sdegree(n�drakelawpc.com Both admitted in Iowa September 3, 2026 MEMORANDUM TO: Barry Lindahl, Senior Counsel Telephone: (563) 582-2000 Facsimile: (563) 583-5225 RE: Assignment of Development Agreement - Interstate Building, L.L.L.P. FROM: Drake Law Firm, PC Barry: Attached to this Memorandum is an Assignment of Loan Agreement and Assumption of Mortgage Agreement executed by Interstate Building, L.L.L.P. ("Interstate") and Miller Companies, LLC ("Miller"). Interstate and the City entered into a Development Agreement dated 3rd day of November, 2008 related to the development of property at 131 W. loth Street and locally known as the "Interstate Building" (the "Development Agreement"). Among other things, the Development Agreement provided a Downtown Rehabilitation Loan secured by a mortgage on the Interstate Building. The Development Agreement obligations of the parties were satisfied and that Agreement terminated in 2015. Miller has entered into an agreement to purchase the Interstate Building and the parties have agreed that Miller will assume the Downtown Rehabilitation Loan and Mortgage. The attached Assignment of Loan Agreement and Assumption of Mortgage Agreement accomplish the assignment contemplated above, subject to the City's consent. On behalf of Interstate Building, L.L.L.P. and Miller Companies, LLC, we request that the City Council consent to the Assignment of Loan Agreement and Assumption of Mortgage Agreement and authorize the mayor to execute the document on behalf of the City of Dubuque. Please advise of any additional questions. Thank you.