Diamond Jo Minimum Assessment Agreement POD Parking(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: O c t o b e r 1, 2007.
Time of Meeting: 6 = 3 0 o'clock P .M.
Place of Meeting: Historic Federal Building, 360 West 6~' Street,
Dubuque, Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
Resolution approving the forms of Minimum Assessment Agreement,
Guaranty and Escrow Agreement to be entered into in connection with the
issuance of Urban Renewal Tax Increment Revenue Bonds, Taxable Series
2007, and authorizing execution of the same.
Such additional matters as are set forth on the additional 9 page(s) attached
hereto. (number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
~~~ ~/
ity Clerk, Dubuque, Iowa
October 2 ,2007
The City Council of Dubuque, Iowa, met in Regular session, in the
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at 6 : 30 o'clock P .M.,
on the above date. There were present Mayor Roy D. Buol • auo 1
in the chair, and the following named Council Members:
Karla Braig, Patricia Cline, Joyce Connors,
Ric Jones, Kevin Lynch
None
Absent:
Council Member Ann Michalski introduced the following
Resolution entitled "RESOLUTION APPROVING THE FORMS OF MINIMUM
ASSESSMENT AGREEMENT, GUARANTY AND ESCROW AGREEMENT TO BE
ENTERED INTO IN CONNECTION WITH THE ISSUANCE OF URBAN RENEWAL
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 2007, AND
AUTHORIZING EXECUTION OF THE SAME", and moved its adoption. Council
Member Patricia c 1 i n e seconded the motion to adopt. The roll was
called and the vote was:
AYES:
Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski
NAYS:
None
Whereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION N0. 486-07
RESOLUTION APPROVING THE FORMS OF MINIMUM
ASSESSMENT AGREEMENT, GUARANTY AND ESCROW
AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH THE
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE
BONDS, TAXABLE SERIES 2007, AND AUTHORIZING EXECUTION
OF THE SAME
WHEREAS, this Council has previously instituted proceedings and resolved to
take additional action for the authorization and the issuance of not to exceed $25,000,000
Urban Renewal Tax Increment Revenue Bonds (the "Bonds") for the purpose of paying
costs of aiding in the planning, undertaking and carrying out of urban renewal project
activities under the authority of Chapter 403 of the Code of Iowa and the Amended and
Restated Urban Renewal Plan for the Greater Downtown Urban Renewal Project Area,
including those costs associated with (i) the construction of a multi-level public parking
ramp facility (described herein as the "Parking Facility") in the Port of Dubuque,
pursuant to the Port of Dubuque Public Parking Facility Development Agreement dated
February 5, 2007 between the City of Dubuque, Iowa and Diamond Jo, LLC, (ii) the
funding of a debt service reserve fund and a capitalized interest fund for the Bonds, and
(iii) the payment of costs associated with the issuance of the Bonds; and
WHEREAS, in accordance with said Development Agreement, Diamond Jo LLC
is obligated to enter into a Minimum Assessment Agreement and Escrow Agreement with
the City of Dubuque prior to or at the time of issuance of the Bonds, and to deliver a
Guaranty to the City relating to the obligation of Diamond Jo LLC to pay real estate taxes
in connection with its casino development, preliminary copies of which were attached to
said Development Agreement as Exhibits D, M and F, respectively;
WHEREAS, final forms of the Minimum Assessment Agreement, Escrow
Agreement and Guaranty have been negotiated and agreed upon by the City Manager and
representatives of Diamond Jo LLC and Peninsula Gaming, LLC, as guarantor under the
Guaranty to be delivered to the City, and have been determined to be in acceptable form
for the purposes intended.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA:
Section 1. Approval of Minimum Assessment Agreement. That the form and
content of the Minimum Assessment Agreement, the provisions of which aze
incorporated herein by reference, be and the same hereby are in all respects authorized,
approved and confirmed, and the Mayor and the City Clerk be and they hereby aze
authorized, empowered and directed to execute, attest, seal and deliver the Minimum
Assessment Agreement for and on behalf of the City in substantially the form and content
now before this meeting, but with such changes, modifications, additions or deletions
therein as may be approved by such officers with the advice of the City Attorney, and
that from and after the execution and delivery of the Minimum Assessment Agreement,
the Mayor and the City Clerk are hereby authorized, empowered and directed to do all
such acts and things and to execute all such documents as may be necessary to carry out
and comply with the provisions of the Minimum Assessment Agreement as executed.
Section 2. Approval of Guaranty. That the form and content of the Guaranty,
the provisions of which are incorporated herein by reference, be and the same hereby are
in all respects authorized, approved and confirmed, and the Mayor and the City Clerk be
and they hereby are authorized, empowered and directed to execute, attest, seal and
accept the Guaranty for and on behalf of the City in substantially the form and content
now before this meeting, but with such changes, modifications, additions or deletions
therein as may be approved by such officers with the advice of the City Attorney.
Section 3. Approval of Escrow Agreement. That the form and content of the
Escrow Agreement, the provisions of which are incorporated herein by reference, be and
the same hereby are in all respects authorized, approved and confirmed, and the Mayor
and the City Clerk be and they hereby are authorized, empowered and directed to
execute, attest, seal and deliver the Escrow Agreement for and on behalf of the City in
substantially the form and content now before this meeting, but with such changes,
modifications, additions or deletions therein as may be approved by such officers with the
advice of the City Attorney, and that from and after the execution and delivery of the
Escrow Agreement, the Mayor and the City Clerk are hereby authorized, empowered and
directed to do all such acts and things and to execute all such documents as may be
necessary to carry out and comply with the provisions of the Escrow Agreement as
executed.
PASSED AND APPROVED this 1st day of October, 2007.
Roy D. Buol, Mayor
ATTEST:
Jeanne F. Schneider, City Clerk
CERTIFICATE
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by said
law and with members of the public present in attendance; I further certify that the
individuals named therein were on the date thereof duly and lawfully possessed of their
respective city offices as indicated therein, that no Council vacancy existed except as may
be stated in said proceedings, and that no controversy or litigation is pending, prayed or
threatened involving the incorporation, organization, existence or boundaries of the City
or the right of the individuals named therein as officers to their respective positions.
WITNESS m hand and the seal of said Municipality hereto affixed this 1st
day of October, 2007.
Jeanne F. Schneider
City Clerk, Dubuque, Iowa
DCORNELll 546267.1 /MSWord\10422078
Prepared by: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, Iowa 52001-4113
Return to: Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, Iowa 52001-4113
MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, dated as of October 1, 2007, by and
among the CITY OF DUBUQUE, IOWA, (the "City"), DIAMOND JO, LLC, a Delaware
limited liability company (the "Company"), and the CITY ASSESSOR of the City of
Dubuque, Iowa (the "Assessor").
WITNESSETH:
WHEREAS, the City and Company have entered into an Amended and Restated
Port of Dubuque Public Parking Facility Development Agreement dated as of October 1,
2007 (the Development Agreement) regarding certain real property located in the City, the
legal description of which is contained in Exhibit A attached hereto (the "Development
Property"); and
WHEREAS, it is contemplated that the Company will undertake the construction
of a new casino facility (the "Casino") on the Development Property, as provided in the
Development Agreement; and
WHEREAS, pursuant to Section 403.6 of the Code of Iowa, as amended, the City
and the Company desire to establish a minimum actual value for the Development
Agreement and the new Casino improvements to be constructed thereon by the Company
pursuant to the Development Agreement (the "Minimum Improvements"); and
WHEREAS, the City and the Assessor have reviewed the preliminary plans and
specifications for the Minimum Improvements which it is contemplated will be erected; and
WHEREAS, that City has authorized the issuance of $23,025,000.00 Urban
Renewal Tax Increment Revenue Bonds, Taxable Series 2007 (the "Bonds"),the proceeds
of which will be used to construct a parking facility on the property adjacent to the
Development Property, the principal of and interest on which Bonds are expected to be
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paid from the real property taxes paid by the Company with respect to the Development
Property and the Minimum Improvements located thereon.
NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in
consideration of the promises, covenants and agreements made by each other, do hereby
agree as follows:
1. Upon substantial completion of construction of the above-referenced
Minimum Improvements, but no later than January 1, 2009, the minimum actual taxable
value which shall be fixed for assessment purposes for the Development Property and the
Minimum Improvements to be constructed thereon shall be not less than Fifty-Seven
Million Eight Hundred Ninety Thousand Six Hundred Forty-Nine and no/100 Dollars
($57,890,649.00) (hereafter referred to as the "Minimum Actual Value") until termination of
this Minimum Assessment Agreement on the date that all of the Bonds shall have been
paid in full or provision for their payment shall have been made (including without limitation
the defeasance thereof) (the "Termination Date"). The Minimum Actual Value shall be
maintained during such period regardless of (a) any failure to complete the Minimum
Improvements (b) destruction of all or any portion of the Minimum Improvements (c)
diminution in value of the Development Property or the Minimum Improvements or (d) any
other circumstance, whether known or unknown and whether now existing or hereafter
occurring.
2. The Company shall pay, when due, all real property taxes and assessments
payable with respect to all and any parts of the Development Property and the Minimum
Improvements pursuant to the provisions of this Minimum Assessment Agreement and the
Development Agreement. Such tax payments shall be made without regard to any loss,
complete or partial, to the Development Property or the Minimum Improvements, any
interruption in, or discontinuance of, the use, occupancy, ownership or operation of the
Development Property or the Minimum Improvements by Company or any other matter or
thing which for any reason interferes with, prevents or renders burdensome the use or
occupancy of the Development Property or the Minimum Improvements.
3. In the event that for any reason the Minimum Actual Value is not realized or
incremental taxes collected in respect of the Development Property and the Minimum
Improvements located thereon are insufficient to pay the scheduled payments of principal
and interest on the Bonds, the Company agrees to pay as taxes, or, if and to the extent
necessary, to make other supplementary payments, in an aggregate amount necessary to
pay when due the principal of and interest on the Bonds, including any amounts due as a
result of scheduled sinking fund payments, in each case promptly upon demand by the
City. The parties intend that the annual amount of incremental taxes to be so collected
shall be not less than the annual requirement for scheduled principal and interest on the
Bonds.
4. The Company agrees that its obligations to make the tax payments required
hereby, to pay the other sums provided for herein, and to perform and observe its other
agreements contained in this Minimum Assessment Agreement and in the Development
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Agreement shall be absolute and unconditional general obligations of the Company (not
limited to the statutory remedies for unpaid taxes) and that the Company shall not be
entitled to any abatement or diminution thereof, or set off therefrom, nor to any termination
of this Minimum Assessment Agreement for any reason whatsoever. The Company
agrees not to request or accept any abatement, settlement or other diminution of taxes
resulting from the application of prevailing tax rates to the Minimum Actual Value.
5. The Company agrees that prior to the Termination Date it will not:
(a) seek administrative review or judicial review of the applicability or
constitutionality of any tax statute relating to the taxation of property contained as a
part of the Development Property or the Minimum Improvements determined by any
tax official to be applicable to the Development Property, the Minimum
Improvements or the Company or raise the inapplicability orconstitutionality of any
such tax statute as a defense in any proceedings, including delinquent tax
proceedings; or
(b) seek any tax deferral or abatement, either presently or prospectively
authorized under Iowa Code Chapter 403 or 404, or any other State or federal law,
of the taxation of real property including improvements and fixtures thereon,
contained in the Development Property or the Minimum Improvements between the
date of execution of this Agreement and the Termination Date; or
(c) request the Assessor to reduce the Minimum Actual Value; or
(d) appeal to the board of review of the County, State or to the Director of
Revenue of the State to reduce the Minimum Actual Value; or
(e) cause a reduction in the actual value or the Minimum Actual Value
through any other proceedings.
6. The Company further agrees:
(a) to construct the Casino on the Development Property in accordance
with the plans approved by the Company and the City, and to operate and maintain
the Casino for so long as it is the owner such facility;
(b) to maintain all required licenses with respect to the Casino, including
its license from the State of Iowa to operate the Casino as a gaming facility;
(c) to purchase and maintain business interruption insurance with one or
more insurance companies qualified to do business in the State of Iowa in an
amount determined by management of the Company to be sufficient in accordance
with industry practice given the nature of its business but including in all events the
Company's obligation to make the tax and other payments described herein during
such business interruption. That portion of the proceeds of such insurance
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necessary to pay the debt service due on the Bonds shall be delivered to the City by
the Company in a timely manner so as to ensure such payment;
(d) to purchase and maintain property loss and casualty insurance with
one or more insurance companies qualified to do business in the State of Iowa in an
amount not less than the replacement value of the Casino, which proceeds from
such insurance, if received by the Company and not applied or intended to be
applied toward reconstruction or replacement of the Casino, shall. be delivered to the
City in an amount necessary, if any, to satisfy the remaining debt service then due
and owing under the Bonds; and
(e) that any agreement for the sale of all or substantially all of the assets
of the Company shall include a covenant by the subsequent purchaser to comply
with all of the Company's obligations under this Minimum Assessment Agreement
from and after the date of such sale.
Any breach by the Company of the covenants set forth in (a) through (e)
above shall constitute an Event of Default under the resolution of the City
authorizing the issuance of the Bonds.
7. This Minimum Assessment Agreement shall be promptly recorded by the
Company with the Recorder of Dubuque County, Iowa. Such filing shall constitute notice to
any subsequent encumbrancer or purchaser of the Development Property (or part thereof),
whether voluntary or involuntary, and this Minimum Assessment Agreement shall be
binding and enforceable in its entirety against any such subsequent purchaser or
encumbrancer, including the holder of any mortgage. The Company shall pay all costs of
recording.
8. Neither the preambles nor provisions of this Minimum Assessment
Agreement are intended to, or shall be construed as, modifying the terms of the
Development Agreement between the City and the Company.
9. This Minimum Assessment Agreement shall not be assignable by the
Company without the consent of the City and shall not be assignable by the City without
the consent of the Company. Notwithstanding any provision to the contrary in this
Minimum Assessment Agreement, in the event that the Company provides prior notice to
the City of a proposed assignment, accompanied by a report from McGladrey & Pullen,
LLP or another nationally recognized firm of independent certified public accountants
mutually agreed upon by the City and the Company (in either event, which is not currently
engaged by the Company, the proposed assignee or the City), to the effect that in its
opinion, based upon the firm's analysis of the most recent financial statements of the
proposed assignee and such other information as the firm considers appropriate, the
proposed assignment will not materially adversely affect the timely repayment of all
outstanding principal and interest on the Bonds, then the City's consent to the assignment
shall not be withheld or delayed, and upon the assumption of this Minimum Assessment
Agreement by the assignee, the Company shall be fully released from its obligations under
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this Minimum Assessment Agreement. This Minimum Assessment Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
10. Nothing herein shall be deemed to waive the Company's rights under Iowa
Code Section 403.6(19) to contest that portion of any actual value assignment made by the
Assessor in excess of the Minimum Actual Value established herein. In no event, however,
shall the Company seek to reduce the actual value to an amount below the Minimum
Actual Value established herein during the term of this Agreement. This Minimum
Assessment Agreement may be amended or modified and any of its terms, covenants,
representations, warranties or conditions waived, only by a written instrument executed by
the parties hereto, or in the case of a waiver, by the party waiving compliance.
11. If any term, condition or provision of this Minimum Assessment Agreement is
for any reason held to be illegal, invalid or inoperable, such illegality, invalidity or
inoperability shall not affect the remainder hereof, which shall at the time be construed and
enforced as if such illegal or invalid or inoperable portion were not contained herein.
12. The Minimum Actual Value herein established shall be of no furtherforce and
effect and this Minimum Assessment Agreement shall terminate on the Termination Date.
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Iowa Code § 403.6 Powers of municipality.
Every municipality shall have all the powers necessary or convenient to carry out
and effectuate the purposes and provisions of this chapter, including the
following powers in addition to others herein granted:
****
19. A municipality, upon entering into a development or redevelopment
agreement pursuant to section 403.8, subsection 1, or as otherwise permitted in
this chapter, may enter into a written assessment agreement with the developer
of taxable property in the urban renewal area which establishes a minimum
actual value of the land and completed improvements to be made on the land
until a specified termination date which shall not be later than the date after
which the tax increment will no longer be remitted to the municipality pursuant to
section 403.19, subsection 2. The assessment agreement shall be presented to
the appropriate assessor. The assessor shall review the plans and specifications
for the improvements to be made and if the minimum actual value contained in
the assessment agreement appears to be reasonable, the assessor shall
execute the following certification upon the agreement:
The undersigned assessor, being legally responsible for the assessment of the
above described property upon completion of the improvements to be made on it,
certifies that the actual value assigned to that land and improvements upon
completion shall not be less than $ ........... .
This assessment agreement with the certification of the assessor and a copy of
this subsection shall be filed in the office of the county recorder of the county
where the property is located. Upon completion of the improvements, the
assessor shall value the property as required by law, except that the actual value
shall not be less than the minimum actual value contained in the assessment
agreement. This subsection does not prohibit the assessor from assigning a
higher actual value to the property or prohibit the owner from seeking
administrative or legal remedies to reduce the actual value assigned except that
the actual value shall not be reduced below the minimum actual value contained
in the assessment agreement. An assessor, county auditor, board of review,
director of revenue, or court of this state shall not reduce or order the reduction of
the actual value below the minimum actual value in the agreement during the
term of the agreement regardless of the actual value which may result from the
incomplete construction of improvements, destruction or diminution by any
cause, insured or uninsured, excep# in the case of acquisition or reacquisition of
the property by a public entity. Recording of an assessment agreement
complying with this subsection constitutes notice of the assessment agreement
to a subsequent purchaser or encumbrancer of the land or any part of it, whether
voluntary or involuntary, and is binding upon a subsequent purchaser or
encumbrancer.
THE CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
ATTEST:
By:
Jeanne Schneider, City Clerk
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this 1st day of October, 2007, before me a Notary Public in
and for said County, personally appeared Roy Buol and Jeanne Schneider to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing
under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is
the seal of said Municipal Corporation, and that said instrument was signed and seated on
behalf of said Municipal Corporation by authority and resolution of its City Council and said
Mayor and City Clerk acknowledged said instrument to be the free act and deed of said
Municipal Corporation by it voluntarily executed. ~~ ~.,
Notary ~udlic in and for the State of Iowa
KEVIN S. FIRNSTAHL
~ COMMISSION N0,745295
• MY COMMISSION EXPIRES
~ow~ 2/12/10
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DIAMOND JO, LLC
By: Natalie Schramm
Title: CFO
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
On this 1st day of September, 2007, before me a
N t ry r P I' in and for the State of Iowa, personally appeared
Natalie Schramm to me personally known, who being duly sworn, did say that
She is the CFO of DIAMOND JO, LLC, a Delaware limited liability company,
who executed the foregoing instrument; and that 5hn
acknowledged the execution of said instrument to bevoluntary act and deed, voluntarily
executed.
N ary Public in and for said County and State
Karen M. Beetem
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CONSENT TO MINIMUM ASSESSMENT AGREEMENT
The undersigned, being the holder of one or more mortgages granted prior to the
date of the Minimum Assessment Agreement to which this Consent is attached, said
mortgage(s) encumbering a portion of the Development Property described therein,
hereby consents to the execution and recording of the foregoing Minimum Assessment
Agreement and agrees to be bound thereby.
WELLS FARGO FOOTHILL, INC.
By:
Name: Patrick McCormack
Title Vice President
STATE OF
COUNTY OF
ss
On this day of , 2007, before rne, the
undersigned a Notary Public in and for said County and State, personally appeared
to me personally known, who being by me duly sworn, did
say that the person is the _ of Wells Fargo Foothill, Inc., a
California corporation, executing the within and foregoing instrument; that said
instrument was signed on behalf of said corporation by authority of the corporation; and
that the said as such officer acknowledged the execution of
said instrument to be the voluntary act and deed of said corporation by it voluntarily
executed.
Notary Public
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On September 26, 2007 ,before me, Christy S. Walsh
pA~ NAME, TITLE OF OFFICER E.G. JANE DOE. NOTARY PUBLIC
personally appeared Patrick McCormack
NAMES OF SIGNER(S)
® personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
CNRiS?Y S. WµSM
Commis>alon +~ 12~Z42 Witness my hand and official seal.
Notary Public - CaNto-nia
loss Mpe1si CouM1i /J /~ ~ ~
Comm hb 'ZOl l G~ .r~, . ,.~ ~~G~e~.~c~~%Q/(_/
Signature of Notary
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the
data below, doing so may prove invaluable to persons
relying on the document
^ INDIVIDUAL
®CORPORATE Patrick McCormick
OFFICERS Vice President
rmels)
^ PARTNERS ( )LIMITED ( )GENERAL
^ ATTORNEY-IN-FACT
^ TRUSTEE(S)
^ GUARDIAN/CONSERVATOR
^ OTHER:
THIS
CERTIFICATE
MUST BE
ATTACHED TO
THE
DOCUMENT
DESCRIBED AT
RIGHT:
Though the data
requested here is not
required by law, it
could prevent
fraudul3nt
reattachment of this
forth
TITLE OR TYPE OF DOCUMENT: Consent To Minimum
Assessment Aoreement - (Diamond Jol
NUMBER OF PAGES: -1-
DATE OF DOCUMENT: September 26.2007
SIGNER(S) OTHER THAN NAMED ABOVE:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES):
Wells Fargo Foothill, Inc.
CONSENT TO MINIMUM ASSESSMENT AGREEMENT
The undersigned, being the holder of one or more mortgages granted prior to the
date of the Minimum Assessment Agreement to which this Consent is attached, said
mortgage(s) encumbering a portion of the Development Property described therein,
hereby consents to the execution and recording of the foregoing Minimum Assessment
Agreement and agrees to be bound thereby.
U.S. BANK NATIONAL ASSOCIATION,
as trustee
By:
Name Raymond S. Haverstock
Vice President
Title
STATE OF MINNESOTA )
ss
COUNTY OF RAMSEY
On this 27th day of September , 2007, before me, the
undersigned a Notary Public in and or s' id County and State, personally appeared
Raymond S. Haverstock , to me personally known, who being by me duly sworn, did
say that the person is the Vice President of U.S. Bank National
Association, a national banking association, executing the within and foregoing
instrument; that said instrument was signed on behalf of said banking association by
authority of said banking association; and that the said vice President as
such officer acknowledged the execution of said instrument to be the voluntary act and
deed of said banking association by it voluntarily executed.
L. ELAINE EBY
x s`~. Notary Public
Minnesota Notary Public ~, L. Elalne Eby
'~ My Commiaeron Ex i~S J®nua 31 2010
CERTIFICATION OF ASSESSOR
The undersigned, having reviewed the plans and specifications for the Minimum
Improvements to be constructed and the market value assigned to the land upon which the
Minimum Improvements are to be constructed, and being of the opinion that the minimum
market value contained in the foregoing Minimum Assessment Agreement appears
reasonable, hereby certifies as follows: The undersigned Assessor, being legally
responsible for the assessment of the property described in the foregoing Minimum
Assessment Agreement, and in accordance with the Minimum Assessment Agreement,
certifies that the actual value assigned to such land and improvements shall not be less
than Fifty-Seven Million Eight Hundred Ninety Thousand Six Hundred Forty-Nine and
no/100 Dollars ($57,890,649.00) until termination of this Minimum AssessmentAgreement
pursuant to the terms hereof.
Richard A. Engelken City Assessor for the C' of Dubuque, Iowa
Date10-1-07
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
Subscribed and sworn to before me by Richard Engelken, City Assessor for the
City of Dubuque, Iowa.
~,~~lotary Public in and for the State of Iowa
Jeanne F. Schneider
Date 10-1-07
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EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property is described as consisting of all that certain parcel or
parcels of land located in the City of Dubuque, State of Iowa, more particularly
described as follows:
Lot 1 of Adams Company's 1st Addition,
Lot 3 of Adams Company 2nd Addition, and
Lots 1, 2, 3 and 4 of Adams Company 3rd Addition
DCORNELU 549069\ MSWord\10422077
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THE CITY OP
DUB E
Masterpiece nn t1Te Mississippi
MEMORANDUM
September 28, 2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution approving the forms of Minimum Assessment Agreement,
Guaranty and Escrow Agreement to be entered into in connection with the
issuance of Urban Renewal Tax Increment Revenue Bonds, Taxable
Series 2007
Economic Development Director Dave Heiar recommends City Council adoption of
resolutions approving the forms of Minimum Assessment Agreement, Guaranty and
Escrow Agreement to be entered into in connection with the issuance of Urban Renewal
Tax Increment Revenue Bonds, Taxable Series 2007. These bonds are associated with
the construction of a public parking ramp in the Port of Dubuque
I concur with the recommendation and respectfully request Mayor and City Council
approval.
(/
~2 ~ ;
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David Heiar, Economic Development Director
THE CITY OF
DUB E
Masterpiece on the Mississippi
MEMORANDUM
September 28, 2007
TO: Michael Van Milligen, City Manager
FROM: David Heiar, Economic Development Director {~~
SUBJECT: Resolution approving the forms of Minimum Assessment Agreement,
Guaranty and Escrow Agreement to be entered into in connection with the
issuance of Urban Renewal Tax Increment Revenue Bonds, Taxable
Series 2007
INTRODUCTION
This memorandum presents for City Council adoption of resolutions approving the forms of
Minimum Assessment Agreement, Guaranty and Escrow Agreement to be entered into in
connection with the issuance of Urban Renewal Tax Increment Revenue Bonds, Taxable
Series 2007. These bonds are associated with the construction of a public parking ramp in
the Port of Dubuque.
DISCUSSION
On February 5, 2007, the City Council approved a Development Agreement with the
Diamond Jo, LLC. The general terms of the agreement are as follows.
• Diamond Jo, LLC has agreed to construct a casino with a minimum
140,000 sq ft of floor space at an approximate cost of $45 million.
Construction shall begin within 6 months following final approval of the
design and be completed no later than 18 months from commencement of
construction.
• The City will design and construct a public parking ramp by late 2008, at
an estimated cost of approximately $23 million on City owned property.
• Consistent with a previous agreement with the Diamond Jo, they will place
$6.35 million (less funds already expended for design costs) in an escrow
account towards the cost of the public parking ramp.
• The City will issue 30-year tax increment financing bonds for the
remaining cost of the public parking ramp, with the repayment revenue
stream coming from a Minimum Property Tax Assessment Agreement
signed by the Diamond Jo on their new casino complex.
• Any costs exceeding 110% of the guaranteed maximum price must be
approved by the Diamond Jo.
• To achieve the Diamond Jo goal of customers of the public parking ramp
not being charged for parking, the Diamond Jo has also agreed to the
following:
^ The Diamond Jo agrees to pay for the costs of all operations,
maintenance, repair and security of the public parking ramp.
^ The Diamond Jo agrees to contribute $80 per year per space
($90,400) to a sinking fund to cover capital repairs and
maintenance.
This will be a public parking ramp owned and operated by the City for use by the
general public.
The City has required that the Company execute a Minimum Assessment Agreement,
and the City pledges only the taxes generated from the new value of the project. There
is no City Guarantee involved.
The attached instructions from our bond attorney, Bill Noth of the Ahlers Law firm
includes the proceedings and resolutions required for this process.
RECOMMENDATION
I recommend that the City Council adopt the attached resolution approving the forms of
Minimum Assessment Agreement, Guaranty and Escrow Agreement to be entered into
in connection with the issuance of Urban Renewal Tax Increment Revenue Bonds,
Taxable Series 2007 associated with the construction of a public parking ramp in the
Port of Dubuque.
ACTION STEP
The action step for the City Council is to review the enclosures, and adopt the attached
resolutions.
Attachment
F:\USERS\DHeiar\Diamond Jo\memo authorizing agreements.doc