Port of Dubuque Adams Development_Durrant ProjectTHE CITY OF Dubuque
A
DUB E
Masterpiece on the Mississippi
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Port of Dubuque Adams Development, LLC -Durrant Project
DATE: June 10, 2009
The Durrant Project phase of the Port of Dubuque Adams Development, LLC
Development Agreement has been completed. The Durrant Building has been sold to
Stonekey Properties, LLC, and Stonekey Properties, LLC is requesting City consent to a
Partial Assignment of Development Agreement, in which Adams Development assigns
its rights related to the Durrant Project to Stonekey Properties, LLC. Stonekey
Properties, LLC is also requesting City consent to the Collateral Assignment of
Development Agreement for purposes of collateral to Premier Bank for Premier's loan to
Stonekey Properties, LLC.
City Attorney Barry Lindahl recommends City Council approval of the Partial
Assignment of Development Agreement and the Collateral Assignment of Development
Agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
THE CITY OF
DUB E MEMORANDUM
Masterpiece on the Mississippi
t
BARRY LINDAI
CITY ATTORN~
To: Michae .Van Milligen
City Manager
DATE: June 1, 2009
RE: Port of Dubuque Adams Development, LLC -Durrant Project
The Durrant Project phase of the Port of Dubuque Adams Development, LLC
Development Agreement has been completed. The Durrant Building has been sold to
Stonekey Properties, LLC, an Indiana limited liability company. Stonekey Properties,
LLC is now requesting City consent to a Partial Assignment of Development Agreement
in which Adams Development assigns its rights related to the Durrant Project to
Stonekey Properties, LLC.
Since Stonekey Properties, LLC now owns the Durrant Project Building, it is appropriate
that the benefits and obligations of the Development Agreement now be assigned to
Stonekey Properties, LLC. According to the terms of the Partial Assignment of
Development Agreement, Stonekey Properties, LLC assumes all of the obligations of
Adams Development under the Development Agreement with respect to the Durrant
Project.
I would recommend that the attached Partial Assignment of Development Agreement be
submitted to the City Council for consideration and approval.
Stonekey Properties, LLC is also requesting City consent to the attached Collateral
Assignment of Development Agreement. The Assignment is for purposes of collateral
to Premier Bank for Premier's loan to Stonekey Properties, LLC.
I would also recommend that the Collateral Assignment of Development Agreement be
submitted to the City Council for consideration and approval.
BAL:jmg
Attachment
cc: Flint Drake, Esq.
Todd W. Parker, Esq.
Brian Kane, Esq.
F:\USERS\tsteckle\Lindahl\Port of Dubuque Adams Development LLC\MVM_DurrantProject StonekeyPartialAssignment_060109.doc
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
Drake & Freund, Pc.
ATTORNEYS
D. Flint Drake*
fdrake@drakefreund.com
1005 Main Street, Suite 200
Dubuque, I~ 52001
www.drakefreund.com
John D. Freund
j freund@drakefreund.com
Both admitted in Iowa
*Also admitted in Wisconsin
May 1, 2009
Mr. Barry A. Lindahl
Corporation Counsel
Harbor View Place
300 Main St., Ste. 330
Dubuque, IA 52001-6944
RE: PREMIER BANK/STONEKEY PROPERTIES, LLC/
DUBUQUE ADAMS BUILDING, LLC
Dear Barry:
Telephone: (563) 582-2000
Facsimile: (563) 583-5225
As you may recall from our recent telephone conversations our client, Premier Bank, has
loaned funds to Stonekey Properties, LLC to acquire the Durrant Building from Port of Dubuque
Adams Development, LLC. Enclosed for your reference please find the following:
1. Original Partial Assignment of Development Agreement pursuant to which Port of
Dubuque Adams Development, LLC assigns to Stonekey Properties, LLC those portions of the
Development Agreement between Port of Dubuque Adams and the City dated January 23, 2006
which relates to the Durrant project; and,
2. Original Collateral Assignment of Development Agreement wherein Stonekey Properties,
L.T_.C assigns the i^terest it obtains in the Development Agreement to Premier Bank as collateral for
Premier's loan to Stonekey.
It is our understanding that essentially the only portion of the Development Agreement still
in the execution phase with respect to the Durrant project are the TIF payments. However, we
believe both the Partial Assignment and the Collateral Assignment require City approval. We ask
that you please take such action as necessary to obtain City approval and execution of the Partial
Assignment and Collateral Assignment.
May 1, 2009
Page 2
DRAKE & FREUND, P.C.
If you have any questions or we can provide further assistance, please do not hesitate to
contact us. Thank you.
Best Regards,
DRAKE & F D, P.C.
By
D. Flint'Drake
DFD\db
Enclosures
Todd W. Parker
Attorney At Law
May 22, 2009
Dubuque City Council
City Hall
50 West 13th Street
Dubuque, IA 52001
Re: Stonekey Properties, LLC
Dear Sir or Madam:
Stonekey Properties, LLC ("Stonekey") recently purchased property in the City of
Dubuque known as the Durrant Project from Port of Dubuque Adams Development, LLC
("Adams"). Adams is a party to that certain Development Agreement with the City of Dubuque
dated January 23, 2007, which Development Agreement covers two projects referred to as the
"Durrant Project" and the "Multi-Use Project." As part of the purchase of the Durrant Project
property, Adams executed a Partial Assignment of Development Agreement in which Adams
assigned its rights under the Development Agreement related to the Durrant Project to Stonekey;
however, the partial assignment explicitly excluded the assignment of Adams' rights and
responsibilities under the Development Agreement relating to the Multi-Use Project. Due to the
fact that Stonekey has purchased the Durrant Project property and does not have an interest in the
Multi-Use Project property, we are respectfully requesting that the City Council approve the
partial assignment.
Stonekey Properties, LLC is an Indiana limited liability company organized on April 12,
2002. Stonekey owned and operated an apartment complex in Indianapolis, Indiana from its date
of inception until March of 2009 when sold the property was sold. Stonekey received a
Certificate of Authority to conduct business in Iowa from the Iowa Secretary of State as of April
10, 2009.
If there are any questions or if the City Council needs additional information, please do
not hesitate to contact me. Thank you in advance for your consideration of this matter.
Very respectfully,
1~G1~t,
odd W. Parker
9740 Olympia Drive Phone: (317) 577-3055
Fishers, Indiana 46038 Fax: (317) 806-3883
twparker @ worldnet. att. net
a
I IIIIIII IIIIII III IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII Doc ID: 006490960004 Type: GEN
Recorded: 06/19/2009 at 02:27:03 PM
Fee Amt: $22.00 Page i of 4
Dubuque County Iowa
Kathy Flynn Thurlow Recorder
Flle2009_00012161
Prepared by and return to: Brian J. Kane, Kane, Norby & Reddick, P.C., 2100 Asbury Road, Suite 2, Dubuque, IA 52001
563/582-7980
Address Tax Statement: N/A
PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
This "Agreement" is entered into effective the /� day of , 2009, by
and between PORT OF DUBUQUE ADAMS DEVELOPMENT, L. .C. ("POD Adams"), THE
CITY OF DUBUQUE, IOWA ("City") and STONEKEY APARTMENTS, LLC n/k/a
STONEKEY PROPERTIES, LLC ("Stonekey").
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 Stonkey is the purchaser and
successor -in -interest in and to the real estate (the "Real Estate") upon which the "Durrant
Project" (as that term is defined in the Development Agreement) is constructed.
B. As part of the conveyance of the Real Estate, POD Adams has agreed to assign its
interest in the Development Agreement to Stonekey.
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Assignment. Effective upon the approval by the City, POD Adams does hereby
sell, assign, transfer and set over under Stonekey 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 11 of the Development Agreement. Stonekey acknowledges that its rights to receive
economic development grants for the Durrant Project under the Development Agreement are
subject to all of the 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 (the "Lease") with POD Adams (all as described in the
Lease which has also been assigned to Stonekey). Stonekey further acknowledges that it is
assuming all of the obligations of POD Adams under the Development Agreement related to the
Durrant Project, but Stonekey specifically does not assume any of the obligations of POD Adams
under the Development Agreement related to the Multi -Use Project.
2. In the event this Agreement is not approved by the City, POD Adams shall collect
the economic development grants as provided in the Development Agreement and, thereafter,
distribute same to the Durrant Group and Stonekey a provided in the Lease.
3. The City of Dubuque by executing this Agreement, consents to this Agreement
between POD Adams and Stonekey and the partial assignment 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 DUBUQUE ADAMS
DEVEL PMENT, L.L.C.
By:
Wayne Briggs, reside
j�/
STONEKEY APART NTS, LLC
By:.
M.
By:
Consented to by:
THE CITY OF DUBUQUE, IOWA
Jce E . Connors
Moor Pro-Tem.-,
F. Schneider, City Clerk
State of Iowa )
) ss:
County of Dubuque )
On this 20t" day of January, 2009, before me, the undersigned, a Notary Public in and
for the State of Iowa, personally appeared Joyce E. Connors and Jeanne F. Schneider,
to me personally known, who, being by me duly sworn, did say that they are the Mayor
Pro-Tem and City Clerk, respectively, of the City of Dubuque, Iowa; a municipal
corporation; that the seal affixed to the foregoing instrument is the corporate seal of the
City, and that the instrument was signed and sealed on behalf of the City, by authority of
its City Council, and Joyce E. Connors and Jeanne F. Schneider acknowledged the
execution of the instrument to be their voluntary act and deed.
F
N aryPublic in an or said State
KEVIN S. FIRNS'TANL
a r COMMISSION NO.745295
MY COMMISSION EXPIRES
`owA 2112110
STATE OF IOWA )
COUNTY OF DUBUQU ) ss:
On this day of 2009, 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 sworn did say that Wayne A. Briggs is the President of said limited liability company
and that said instrument was signed on behalf of said limited liability company by authority of
its members and the said Wayne A. Briggs acknowledged the execution of said instrument to be
the voluntary act and deed of said limited liability company, by it voluntarily executed.
BRIAN J. KANE
,* * Commission Number 125603
rew► W JAM AISSIORY 2N2010EXPIR__] ES
Notary Public in anr State of Iowa
STATE OF IOWA )
COUNTY OF DUBUQUE ss:
On\espectively
day of , 2009, before me, a Notary Public in and for
the State oin and for sa county, personally ap ared Roy D. Buol and Jeanne F.
Schneider, rsonally known, ho being by me duly sw did say that they are the Mayor
and City Cspectively of the ity of Dubuque, a M 'cipal Corporation, created and
existing unaws of the State of owa, and that the seal a xed to said instrument is the
seal of said 1 Corporation and t t said instrument was si ed and sealed on behalf of
said Munico tion by authority an resolution of its City C ncil and said Mayor and
City Clerkled ed said instrument I the free act and eed of said Municipal
Corporatioolunta j ly executed.
Notary Public in and for State of
STATE OF !:F--`avin )
COUNTY OF 4rAA, l+o•, ) ss:
On this (5+ day of , 2009, before me, a Notary Public in and for
the State of � , personally appeared �°, F� �e , to me personally
known, wh'o 'being by me duly sworn did say that &tr-Ay 1. Eh-d ewg is a Member of said
lit company and that said instrument was signed on behalf of said limited liability
Y p Y g Y
authority of its members and the said acknowledged the
f OX ""ii instrument to be the voluntary act and deed of said limited liability company,
�°by 1` tai'ly ecuted.
0
o of
f�i'q' G ix+AJ4 i4
j
fttkyw Notary a lic in and for State of��,,
�RbQv
G:AWPDOCS\MARY\Brad\Port of Dubuque Adams (Stonekey) Partial Assignment of Dev Agr.rtf �Kj aovfl)to 4
Prepared By and Return To: D. Flint Drake, 1005 Main Street, Suite 200, Dubuque, IA 52001 (563) 582-2000
COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
This Collateral Assignment of Development Agreement (hereinafter "Assigmnent") is
entered into effective the 23rd day of April, 2009, by and between STONEKEY PROPERTIES,
LLC. (hereinafter "Assignor") and PREMIER BANK (hereinafter "Assignee").
RECITALS
A. Assignor is a party to that certain Development Agreement by and between Assignor as
successor to Port of Dubuque Adams Development, LLC, and the City of Dubuque, Iowa, dated on
or about January 23, 2006 (hereinafter the "Development Agreement");
B. The real property subject to the Development Agreement is legally described as follows:
Lot Two (2) of Lot Two (2) of Adams Company's 4"' Addition in the
City of Dubuque, Iowa, according to the recorded plat thereof (the
"Real Estate");
C. Assignee has borrowed from Assignee certain funds ti~ith respect to acquisition of the
Real Estate and attendant with such loan transaction has executed loan documents including, but not
limited to, a Promissory Note dated April 23, 2009, mortgage with respect to the Real Estate and
related loan and security documents (hereinafter collectively the "Loan Documents");
D. As security for Assignor's obligations under the Loan Documents Assignor desires to
assign to Assignee, and Assignee desires to accept, an assignment of Assignor's right, title and
interest in and to the Development Agreement;
E. The parties desire to set forth their agreement regarding such assignment in writing.
Page 1 of 4
THEREFORE, in consideration of the mutual terms and covenants contained herein, the
parties agree as follows:
1. Assignment. Effective upon execution hereof, Assignor does hereby sell, assign, transfer
and convey onto Assignee all of Assignor's right, title and interest in and to the Development
Agreement. This Assignment is given to secure payment of any indebtedness and in performance
of any and all obligations of Assignor under the Loan Documents together with all renewals,
extensions, modifications, refinancings, consolidations and substitutions for the Loan Documents
and including all costs and expenses payable under the Loan Documents and any obligations under
other documents referred to in the Loan Documents.
2. Effective Default. Upon the occurrence of a default, as defined in the Loan Documents,
which remains uncured after any cure period identified in the Loan Documents, Assignee may, in
addition to any other rights or remedies available under the Loan Documents or under applicable
law, promptly notify the City of Dubuque, Iowa to direct further payments of tax increment fmancing
grants and other payments due from Assignor under the Development Agreement to Assignee. By
execution of this agreement Assignor authorizes the City under the Development Agreement to make
all such payments to Assignor upon receipt by City of such notification and a copy of this
Assignment.
3. Covenants and Representations. Assignor hereby covenants and represents as follows:
(a) Assignor is the owner of the developer's interest in the Development
Agreement;
(b) The Development Agreement is valid and enforceable in accordance
with its terms and has not been altered, modified or amended in any
manner whatsoever;
(c) None of the payments due Assignor under the teens of the
Development Agreement have been assigned or otherwise
hypothecated by Assignor;
(d) Assignor has full power and authority to deliver this assignment and
execution and delivery of this assignment has been duly authorized
and does not conflict with or constitute a default under any law,
judicial order or other agreement affecting Assignor or the Real
Estate;
(e) That Assignor will, at its expense, defend its and Assignee's right,
title and interest in and to the Development Agreement against the
claims of any person, firm, corporation or other entity.
Page 2 of 4
4. Termination. Upon payment and fulfillment of all of Assignor's obligations under the
terms of the Loan Documents, this Collateral Assignment of Development Agreement shall
terminate and Assignee shall record a Notice of Termination in the records of Dubuque County,
Iowa.
5. Law. This Assignment shall be interpreted in accordance with the laws of the State of
Iowa and the rights and obligations of the parties hereto shall be governed by such laws. Any legal
action or proceeding with respect to any dispute under this agreement maybe brought in the Iowa
District Court in Dubuque County, Iowa.
By:STONEKEY PROPERTIES, LLC
Walter E. Charles, Member
By: Darrell R. Hazlewood, Member
BEING ALL OF THE MEMBERS OF THE COMPANY
STATE OF IOWA )
COUNTY OF DUBUQUE ) ss:
On this 23« day of (~P~~~ , 2009, before me, a Notary Public in and for the State of Iowa, personally
appeared WALTER E. CHARLES and DARRELL R. HAZLEWOOD, to me personally known, who being by me duly sworn did
say that they are the Members of said limited liability company and that said instrument was signed on behalf of said limited liability
company by authority of its members and the said WALTER E. CHARLES and DARRELL R. HAZLEWOOD acknowledged the
execution of said instrument to be the voluntary act and deed of said limited 'a il' company, by it voluntarily executed.
i® ~a/urv
;~P; ~ ~P ' ~Op j-p ~, CALSIRJG Notary Public in a or
.': C~mmisslon Wumb~e 713331 State of Iowa
,oWP ~yC®enml~slonExplt®a
PREMIER BANK
STATE OF IOWA )
COUNTY OF DUBUQUE ) ss:
By:
Its ~ic4 ~/t r~4/!~
On this l/Y/r~ay of rl / 2009, before me, the undersigned, a Notary Public in and for the State of Iowa,
p rsonally appeared~~C~~ tea- to me personally known, who being by me duly sworn, did say that
~•[.~o(J?-jam, is the Y/Zl° I~M.C%d~.c~f said corporation execuring the within and foregoing instrument; that the
instrument was signed on behalf of said corporation by authority of its Board of Directors; and the said L~[~f/
acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by L oluntari y
executed.
orP'^~ sF AhAY L. PAULEY
a~~9. Commission~lumber723556
,o.MP y Camm. ExpJUL 22, 2009..,.
~~~_ ~~~
Notary Public
in and for State of Iowa
Page 3 of4
~dAi ®i' 191.1 A2 lJ~lJ L'91®i'V L'4
Jo e .Connors, Mayor Pro-Tem
By: .~' .~ ~~~/
J anne F. Schneider, City Clerk
For purposes of Consenting to this Collateral
Assignment
STATE OF IOWA
DUBUQUE COUNTY )
On this day of , 2009, befor e, a Notary Public in and for e State of Iowa, in and for d county, personally
appeared Roy D. B 1 and Jeanne F. Schnei r, to me personally known, who eing by me duly sworn did s that they are the Mayor
and City Clerk, spectively of the City Dubuque, a Municipal Corpor ton, created and existing un er the laws of the State of
Iowa, and that e seal affixed to said in trument is the seal of said Mun' ipal Corporation and that sa' instrument was signed and
sealed on be alf of said Municipal rporation by authority and re~d ution of its City Council a said Mayor and City Clerk
acknowle ed said instrument to b the free act and deed of said Municipal Corporation by it voluntarily executed.
Notary Public, State of Iowa
P:\Premier Bank\Stonekey\Collateral Assignment of Development Agreement.wpd
Page 4 of 4
State of Iowa )
ss:
County of Dubuque )
On this 20t" day of January, 2009, before me, the undersigned, a Notary Public in and
for the State of Iowa, personally appeared Joyce E. Connors and Jeanne F. Schneider,
to me personally known, who, being by me duly sworn, did say that they are the Mayor
Pro-Tem and City Clerk, respectively, of the City of Dubuque, Iowa; a municipal
corporation; that the seal affixed to the foregoing instrument is the corporate seal of the
City, and that the instrument was signed and sealed on behalf of the City, by authority of
its City Council, and Joyce E. Connors and Jeanne F. Schneider acknowledged the
execution of the instrument to be their voluntary act and deed.
s? ~/~_
1-
Nary Public in and for said State
*P~ ~ 8 KEVIN ~F{RN~.~ STAF{L~
~° Fr CO~RteiISSION N0,745255
• AdY Gp/yltvltSSION EXPff~ES
• +owP 2/12/10