Port of Dubuque Second Amendment Parking Facility AgreeTHE CTl"Y OF
DUB E
Masterpiece cm the Mississippi
MEMORANDUM
August 3, 2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Second Amendment to Port of Dubuque Public Parking Facility
Development Agreement
There was a need to clarify the source of funds for the ten (10) percent construction
contingency fund required by the Development Agreement for the Port of Dubuque
Public Parking Facility.
If the contingency fund is an upfront payment by the Diamond Jo, any unused money in
the contingency fund would be returned by the City to the Diamond Jo after the
construction of the Facility is completed and accepted by the City.
If the contingency fund is included in the debt issuance (the bonds), any unused money
in the contingency fund would be used to retire some of the debt.
This Second Amendment to the Port of Dubuque Public Parking Facility Development
Agreement clarifies that the source of the contingency fund will be the debt issuance
(the bond sale). Payments on the debt are provided pursuant to the Minimum
Assessment Agreement for the new Diamond Jo facility.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v~
Michael C. Van Milligen
MCVM/LW
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
RESOLUTION NO 428-07
RESOLUTION APPROVING THE SECOND AMENDMENT TO THE PORT OF
DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENT
WHEREAS, the City of Dubuque, Iowa, a municipal corporation of the State of
Iowa (the "City") and Diamond Jo, LLC (f/k/a DJ Gaming Company, LLC), a Delaware
limited liability company ("DJ"), are parties to a Port of Dubuque Public Parking Facility
Development Agreement dated as of February 5, 2007 (the "Original Development
Agreement"), as amended by that First Amendment to Port of Dubuque Public Parking
Facility Development Agreement approved by the City Council of the City on May 21,
2007 (the "First Amendment") (the Original Development Agreement as amended by
the First Amendment shall be referred to herein as the "Development Agreement"); and
Whereas, City and DJ now desire to further amend the Development Agreement
as set forth in attached Second Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Second Amendment to the Port of Dubuque Public
Parking Facility Development Agreement is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute said
Second Amendment on behalf of the City of Dubuque and the City Clerk is authorized
and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are
necessary to implement the terms of the Second Amendment as herein approved.
Passed, approved and adopted this 6th day of August, 2007.
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider, CMC
City Clerk
SECOND AMENDMENT TO
PORT OF DUBUQUE PUBLIC PARKING FACILITY
DEVELOPMENT AGREEMENT
This Second Amendment to Port of Dubuque Public Parking Facility
Development Agreement (the "Second Amendment") is made as of this 6th day of
August 2007 by and between the City of Dubuque, Iowa, a
municipal corporation of the State of Iowa (the "City") and Diamond Jo, LLC (f/k/a DJ
Gaming Company, LLC), a Delaware limited liability company ("DJ").
WHEREAS, the City and DJ are parties to a Port of Dubuque Public Parking
Facility Development Agreement dated as of February 5, 2007 (the "Original
Development Agreement"), as amended by that First Amendment to Port of Dubuque
Public Parking Facility Development Agreement approved by the City Council of the City
on May 21, 2007 (the "First Amendment") (the Original Development Agreement as
amended by the First Amendment shall be referred to herein as the "Development
Agreement"); and
WHEREAS, City and DJ now desire to further amend the Development
Agreement as set forth herein.
NOW, THEREFORE, the City and DJ agree that the Development Agreement is
hereby amended to read as follows:
Section 1. Section 1.2(5)(d) of the Development Agreement shall be deleted
and replaced with the following provision:
(d) Upon acceptance of the Public Parking Facility by the City Council
and after payment by City of all costs for the design and construction of the
Public Parking Facility, City shall refund to DJ any balance in the Escrow Fund, if
any, and all interest earned on the Initial Advance. Any remaining proceeds of
the Bonds described in Section 2.3 shall be applied as set forth in the resolution
of the City Council authorizing their issuance and Section 2.3(4).
Section 2. Section 2.3(4) of the Development Agreement shall be deleted and
replaced with the following provision:
(4) Proceeds of the Bonds shall be applied only to the payment of
capitalized interest thereon (if necessary), debt service reserve funding, costs of
issuance, and the payment of the costs of the design and construction of the
Public Parking Facility, including the funding of a contingency amount equal to
10% of the fixed price, GMP for the Public Parking Facility as provided in Section
1.2(5) above (the "Contingency Amount"). The terms of the Bonds shall provide
in substance that the portion of the Bonds issued for the payment of the costs of
the design and construction of the Public Parking Facility, including the funding of
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the Contingency Amount and including the Bonds issued in anticipation of the
construction of the North Facade Alternate, plus any income earned thereon, and
not so used for that purpose, shall be used by the City to defease or call Bonds.
Section 3. Except as amended herein, all other terms and provisions of the
Development Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to
be duly executed on or as of the day first above written.
CITY OF DUBUQUE, IOWA
By.
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D. of Mayor
ATTEST:
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By: - ~
Jeanne F. Schneider, City Clerk
DIAMOND JO, LLC
By: ~
Its:
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