Adams Development Partial Assignment of DAKANE, NORBY & REDDICK, P.C.
V'1'1'C )1tN I :Yti
Brian ~. Kane 2100 ,\SRURI' RU:\l~, SUI'1'G: 3
Les \'. Rcddicl:' t7U}iUt )UIi, 1:A 53001-309]
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Todd 1,. Stevenson'.
Krvin "f. Dccne''
lir:ldle5' ti. 1~a11C'
Joseph P. Kane
:\ll admitted in Iowa
';llso admitted iu Illinois
'':\lsu admitted in \t'isantsin
July 23, 2008
Honorable Mayor and
Members of the City Council of
the City of Dubuque, Iowa
City Hall
c/o Jeanne Scluieider, City Clerk
50 West 13`h Street
Dubuque, IA 52001
<)f (;ounsck
~~ai4' 1~. NUI"li\'
Phone: (5G3} 582-7980
I~acsunilc: (5G3) 583-531°_
I ;-maiLbl;anc(Ftlkancnorbvlaw.ann
Re: Port of Dubuque Adams Development, LLC / Partial Assignment of
Development Agreement for Security
Dear Mr. Mayor and Ladies and Gentlemen:
We are counsel for Port of Dubuque Adams Development, LLC. In comlection with the
financing ofthe "Durrant Project" as defined in the Development Agreement between our client and
the City dated January 23, 2006, Liberty Bank desires an assignment for security purposes of our
client's right to tax increment financing payments ("TIF") under the aforesaid Development
Agreement.
Enclosed please find a document entitled "Partial Assignment of Development Agreement
for Security" which we have prepared and which has been approved by Liberty Bank and our client.
We submit it to you to obtain your approval of this dacwnent so that our client and Liberty Bank can
conclude their financing arrangement in comiection with the Durrant Project.
If you have any questions, or should you need any further information, please do not hesitate
to contact us directly.
We request that you place this action on the next applicable agenda for your regular council
meeting.
Thank you.
KANE, NORBY &REDDICK, P.C.
July 23, 2008
Page 2
B1IC:ald
Enclosure
cc: Mr. Wayne A. Briggs
Corporation CouiYSel, Barry A. Lindahl
Mr. David Heiar
City Manager, Michael VanMilligen
Mr. Scott Frost -Liberty Bank
Best regards,
KANE, NORBY &REDDICK, P.G.
~.- 'f`~ fem. ~ r
B ~ ,~ ~ ~' `~ `'~
y
Brian 1. Kai e
!~
G'\WPDOCS1Angie\CORRES1Mayar and City Council LEI" re Port of Dubuque Adams.+apd
Prepared by and return Co: Brian J. Kane, Kane. Norby & Reddick. P.C. 2100 Asbury Road. Suite ? Dubuque, IA X3001
ib31~~2-7980
Address Tai Statement: N/A
PARTIAL ASSIGNML+'N'T OF DEVELOPMENT AGREEMENT FOR SECURITY
This "Agreement" is entered into effective the ~ day of (,~ ~ ~- ~ , 2008, by and
between PORT OF DUBUQUE ADAMS DEVELOPMENT, L.L.C. ("POD Adams"), THE CITY
OF DUBUQUE, IOWA ("City") and LIBERTY BANK ("Liberty").
RECITALS
A. POD Adams is a party to that certain Development Agreement with the City dated
for reference purposes the 23rd day of January, 2006, and Liberty is lender loaning funds (the
"Mortgage Loan") to POD Adams with respect to the "Durrant Project" as that term is defined in the
Development Agreement.
B. Liberty, as a condition of granting the aforesaid Mortgage Loan, has required the
execution of this Agreement by POD Adams.
THEREFORE, for good and valuable consideration, the receipt and sufficiency oftivhich is
hereby acknowledged, the laarties agree as follows:
1. Assignment for Security. Effective upon an uncured default under the Mortgage
Loan, POD Adams does hereby sell, assign, transfer and set over under Liberty all rights under the
Development Agreement related to the Durrant Project (but specifically excluding all rights and
responsibilities related to the "Multi Use Project"), including rights to receive the economic
development grants pursuant to Section 1 1 of the Development Agreement. Liberty acknowledges
that its rights to receive economic development grants for the Durrant Project under the
Development Agreement are subject to all ofthe terms and conditions contained in the Development
Agreement as well as subject to the rights of the Durrant Group, LLC to receive a portion of the
economic development grant pursuant to its lease with POD Adams (all as described in said lease,
a copy of which has been provided to Liberty).
Effective upon the foregoing assignment, POD Adams hereby authorizes Liberty by
its employees or agents, at its option, to enter upou the DLll'rant Project premises, to take over and
assume the Development Agreement as provided herein and perform all acts necessary and proper
and to upend such funds as may be needful in connection therewith, in the same manner and to the
same extent as POD .Adams might do.
3. This Agreement shall remain in full force and effect as long as the Mortgage Loan
debt to Liberty remains unpaid in ~~~hole or in part and shall, automatically terminate upon payment
in hill. Liberty agrees to promptly execute a release of this Agreement upon payment of the
Mortgage Loan in full.
4. This Agreement shall be binding upon and enure to the benefit of the parties'
re}n•esentatives, successors, heirs or assigns. This Agreement shall be governed by and construed
in accordance with the laws of the State of Iowa.
5. The City of Dubuque provides consents to this Agreement between POD Adams and
Liberty and the partial assigumea~t of Development Agreement as described herein.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date
and year first above written.
PORT OF DUBUQUF. ADAMS
DEVELQPMENT, L.L.C.
By:
By:
By:
ayne l,Y.~srlggs, rres7
THE CITY OF DUBUQUE, IOWA
Roy D. Buol, Mayor
Jeanne F. Schneider. City Clerk
-~' - __-~
LIBERTY RANI{'-'
,_ ~_
___~._._
~~.
By: ~f - % ,
[ts J f <`~~.
.i
STATE OF IOWA )
COUNTY OF DUBUQUE ) ss:
,~'-~
On this ~ day of l~ ~~ ! , 2008, before me, a Notary Public in and for the
State of Iowa, personally appeared Wayne A. Briggs, to me personally known, who being by me
duly s~~~orn did say that Waync A. Briggs is the President of said limited liability company and fliat
said instrument was signed ou behalf ofsaid limited liability company by authority of its members
and the said Wayne A. Briggs aclcnowledged the execution of said instrument to be the voluntary
act and deed of said limited ]iability company, by it voluntarily executed.
` ~trp41~,~ BRIAN J. ICAIVE
Commission Number ? 25603
~' "=~~.~ MY COMN.lSSION EXPIRES
ror.- JANUARY 12, 201D
STATE OF IOWA )
COUNTY OF DUBUQUE ) ss:
Notary Public in aii~l'for
State of Iowa ~"
On this day of , 2008, before me, a Notary Public in and for the
State of Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F. Schneider, to
me personally known, who being by me duly sworn did say that they are the Mayor and City Cleric,
respectively of the City of Dubuque, a Municipal Colporation; created and existing tinder the 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 said Mayor and City Clerk aclcnowledged said
instalment to be the free act and deed of said Municipal Corporation by it voluntarily executed.
Notary Public in and for
State of Iowa
STATE OF IOWA )
COUNTY OF DUBUQUF, ) ss:
This instrument was acknowledged before me
LIBERTY BANK.
~/ j'`~
on this ~%~?' day of
it ~ ~ of
.~•• ,~~
~:lu BRIAN J. KANE f' 7 ~- /
9 ~ Commission Number 125603 ~ ~ ~ ~-~
~* MY 1ANUAIRY 12N2010 ES _
row- Notary Public in Iit~d for
State of Iowa ~/
(.i:.\\'PDOCS~\WR1"~-6radPt~n of 1)ubuyuc :\dams ILiherty Rankl P:ntial Assignment nI Dec,4gr.~clul