Approving the Fourth Amendment to Development Agreement with Roshek Property, LLC, Cottingham & Butler, Inc. and Heartland Financial USA, Inc.City of Dubuque
City Council Meeting
Action Items # 03.
Copyrighted
November 21, 2022
ITEM TITLE: Resolution Approving the Fourth Amendment to Development
Agreement by and among the City of Dubuque, Roshek Property, LLC,
Cottingham & Butler, Inc., and Heartland Financial USA, Inc.
SUMMARY: City Manager recommending City Council approval of a Fourth
Amendment to the Development Agreement by and among the City of
Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., and
Heartland Financial USA, Inc. (now known as HTLF).
RESOLUTION Approving the Fourth Amendment to Development
Agreement by and among the City of Dubuque, Roshek Property, LLC,
Cottingham & Butler, Inc. and Heartland Financial USA, Inc.
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
Roshek Building - 4th Amendment to DA-MVM Memo City Manager Memo
Staff Memo
Resolution of Approval
4th Amendment
Staff Memo
Resolutions
Supporting Documentation
THE CITY OF
Dubuque
DUB TEE1.
All -America City
Masterpiece on the Mississippi
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving the Fourth Amendment to Development Agreement
by and among the City of Dubuque, Roshek Property, LLC, Cottingham &
Butler, Inc., and Heartland Financial USA, Inc.
DATE: November 16, 2022
Economic Development Director Jill Connors is recommending approval of a Fourth
Amendment to the Development Agreement by and among the City of Dubuque,
Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc.
(now known as HTLF).
In 2019, due to recent and planned rapid growth of their businesses, Heartland
Financial USA, Inc. (HTLF) and Cottingham & Butler, Inc. (C&B) proposed a plan that
would accommodate the growth of each through the collective acquisition of the Roshek
Building by a partnership entity — Roshek Property, LLC.
The Development Agreement, as amended, required a collective capital investment of
$2,850,000 in specific areas of the Roshek Building and the creation and retention of
employees for C&B and HTLF. It also required the City to design and construct a
parking ramp within an identified perimeter of the Roshek Building to accommodate the
additional employees' parking needs.
Only a few months after entering into the Development Agreement, the COVID-19
pandemic caused many employers, including C&B and HTLF, to pivot their operations
in order to continue to serve their customers while ensuring the safety of their
employees.
Due to ongoing patterns of remote work, a Third Amendment was executed March 10,
2022 to extend the construction deadline of the parking ramp to December 1, 2024.
Since the execution of the Development Agreement, Roshek Properties, LLC, C&B and
HTLF have collectively added approximately 90 employees — nearly 3 times the number
required in the original Development Agreement.
In order to better accommodate ongoing remote work patterns that started during the
pandemic, HTLF, C&B, and City staff have negotiated several changes to the
Development Agreement, as follows:
• Job creation and certification requirements will be stricken. Other examples of
major historic rehabilitation projects in the downtown area that do not have job
requirements are 210 Jones Street, the Caradco building, Novelty Iron Works
building, Linseed Oil building, and the Kretschmer building. The rehabilitation in
and of itself is a significant economic driver and adds to the quality of life in our
community.
• Required building investment is increased to at least $25,000,000. The original
agreement had required an investment of $2,850,000.
• The completion of a parking facility will be triggered by an impending lack of
parking availability as opposed to being required on a date certain. This is in line
with the Dupaco Voices project, which commits the City to providing additional
parking within two years of having reached 85% capacity in parking facilities
within an identified perimeter of the property.
• Between now and the completion of a new parking facility, if the parking facilities
have a waiting list, HTLF and C&B employees will go to the top of the waiting list.
This allows the companies to continue to hire as needed, without the uncertainty
of having adequate parking to support the companies' growth.
• The City agrees to meet with representative of C&B and HTLF within 60 days of
approval of 4th amendment to discuss pedestrian -related safety improvements in
Locust Street parking ramp and to correct those issues within 12 months, not to
exceed $200,000.
We believe these collective changes support continued investment from the companies
in our downtown while simultaneously providing the City more flexibility in addressing
downtown parking needs.
The current parking utilization in the designated parking ramps is:
Capacity
Used
% Used
Iowa Street Ramp
530
521
98%
5th Street Ramp
675
231
34%
Locust Street Ramp
387
386
100%
Central Avenue Ramp
515
240
46%
Total
2,107
1,378
65%
While the current deadline in the existing development to build a new parking ramp is
December 2024 approval of the amendment will delay the need for a new parking ramp
for many years into the future.
I concur with the recommendation to amend the development agreement and
respectfully request Mayor and City Council approval.
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill Connors, Economic Development Director
Ryan Knuckey, Transportation Services Director
3
Dubuque
THE CITY OF
All -America My
nni K xvni , nz: a:u�ir,
DUB E
2007-2012.2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
Economic Development
Department
1300 Main Street
Dubuque, Iowa 52001-4763
Office (563) 589-4393
TTY (563) 690-6678
http://www.cityofdubuque.org
SUBJECT: Resolution Approving the Fourth Amendment to Development
Agreement by and among the City of Dubuque, Roshek Property, LLC,
Cottingham & Butler, Inc., and Heartland Financial USA, Inc.
DATE: November 15, 2022
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
approving a Fourth Amendment to Development Agreement by and among the City of
Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial
USA, Inc.
BACKGROUND
In 2019, due to recent and planned rapid growth of their businesses, Heartland Financial
USA, Inc. (HTLF) and Cottingham & Butler, Inc. (C&B) proposed a plan that would
accommodate the growth of each through the collective acquisition of the Roshek Building
by a partnership entity — Roshek Property, LLC.
On December 16, 2019, the City Council approved a Development Agreement by and
among the City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., and
Heartland Financial USA, Inc. Also, on December 16, 2019, a First Amendment to
Development Agreement was approved, in order to correct the dollar figures in Section
3.4 of the Development Agreement that had been included in the draft agreement at the
time of public notice of the public hearing
The Development Agreement, as amended, required a collective capital investment of
$2,850,000 in specific areas of the Roshek Building and the creation and retention of
employees for C&B and HTLF. It also required the City to design and construct a parking
ramp within an identified perimeter of the Roshek Building to accommodate the additional
employees' parking needs.
Only a few months after entering into the Development Agreement, the COVID-19
pandemic caused many employers, including C&B and HTLF, to pivot their operations in
order to continue to serve their customers while ensuring the safety of their employees.
Due to ongoing patterns of remote work, a Third Amendment was executed March 10,
2022 to extend the construction deadline of the parking ramp to December 1, 2024.
DISCUSSION
Since the execution of the Development Agreement, Roshek Properties, LLC, C&B and
HTLF have collectively added approximately 90 employees — nearly 3 times the number
required in the original Development Agreement.
In order to better accommodate ongoing remote work patterns that started during the
pandemic, HTLF, C&B, and City staff have negotiated several changes to the
Development Agreement, as follows:
• Job creation and certification requirements will be stricken. Other examples of
major historic rehabilitation projects in the downtown area that do not have job
requirements are 210 Jones Street, the Caradco building, Novelty Iron Works
building, Linseed Oil building, and the Kretschmer building. The rehabilitation in
and of itself is a significant economic driver and adds to the quality of life in our
community.
• Required building investment is increased to at least $25,000,000. The original
agreement had required an investment of $2,850,000.
• The completion of a parking facility will be triggered by an impending lack of
parking availability as opposed to being required on a date certain. This is in line
with the Dupaco Voices project, which commits the City to providing additional
parking within two years of having reached 85% capacity in parking facilities within
an identified perimeter of the property.
• Between now and the completion of a new parking facility, if the number of parking
spaces available within the identified perimeter of the Roshek Building falls to 200
spots, C&B and HTLF will have the option to lease up to 100 parking spots each
for future hiring needs. In addition, if the parking facilities have a waiting list, HTLF
and C&B employees will be placed at the top of the waiting list. This allows the
companies to continue to hire as needed, without the uncertainty of having
adequate parking to support the companies' growth.
2
• The City agrees to meet with representative of C&B and HTLF within 60 days of
approval of 4t" amendment to discuss pedestrian -related safety improvements in
Locust Street parking ramp and to correct those issues within 12 months, not to
exceed $200,000.
We believe these collective changes support continued investment from the companies
in our downtown while simultaneously providing the City more flexibility in addressing
downtown parking needs.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution approving the Fourth
Amendment to the Development Agreement. by and among the City of Dubuque, Roshek
Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc.
3
Prepared by Jill Connors Economic Development 1300 Main St Dubuque IA 52001 (563) 589 4393
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131h St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 363-22
APPROVING THE FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT BY
AND AMONG THE CITY OF DUBUQUE, ROSHEK PROPERTY, LLC, COTTINGHAM
& BUTLER, INC. AND HEARTLAND FINANCIAL USA, INC.
Whereas, the City of Dubuque, Iowa (City), Roshek Property, LLC, an Iowa limited
liability company ("Developer"), and Cottingham & Butler, Inc., an Iowa corporation ("C &
B Employer') and Heartland Financial USA, Inc. a Delaware corporation ("Heartland
Employer") (collectively referred to as "Employers"), entered into a Development
Agreement, as amended, dated for reference purposes the 16th of December, 2019; and
Whereas, the City, Developer and Employers now desire to amend the Agreement
as set forth in the attached Fourth Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE,
IOWA AS FOLLOWS:
Section 1. The Fourth Amendment to Development Agreement attached hereto is
hereby approved.
Section 2. The City Manager is hereby authorized and directed to take such action
as may be necessary to carry out the terms of the Development Agreement, as amended.
Passed, approved and adopted this 21st day of November, 2022.
Attest:
to ei� A/
Adrienne N. Breitfelder, City Clerk
EFFECT OF AMENDMENT
FOURTH AMENDMENT
TO
DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE,
ROSHEK PROPERTY, LLC,
COTTINGHAM & BUTLER, INC.
AND
HEARTLAND FINANCIAL USA, INC.
This FOURTH AMENDMENT to Development Agreement is dated for reference
purposes the a� day of iovem .er , 2022.
WHEREAS, the City of Dubuque, Iowa (City), Roshek Property, LLC, an Iowa
limited liability company ("Developer"), Cottingham & Butler, Inc., an Iowa corporation ("C &
B Employer"), and Heartland Financial USA, Inc. a Delaware corporation ("Heartland
Employer") (collectively referred to as "Employers"), are parties ("the Parties") to a
Development Agreement dated the 16'h day of December, 2019, as amended; and
WHEREAS, the Parties now desire to further amend the Development Agreement
as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Parties agree as follows:
1. Section 1.4(9) of Development Agreement is amended and restated to read
as follows:
1.4 Conditions to Closing. The Closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(9) Within 24 months of a Roshek Building Parking Shortage (defined below),
City will complete and open for parking an additional parking structure (the
"Parking Structure") in the area shown on Exhibit H (so that a point on the Parking
Structure is within the area shown on Exhibit H) of not less than 500 parking
spaces (motorcycles and motor scooters excluded) dedicated to monthly rental
spaces for residents of and employees employed in the Downtown Urban Renewal
District as amended from time to time, but will be open to the general public after
5 o'clock p.m. Monday through Friday, and on Saturdays, Sundays and Federal
holidays.
111622cb
A Roshek Building Parking Shortage shall be defined as the date when
85% of the physical parking spots in the Iowa Street, 5th Street, Locust
Street, and Central Avenue Ramps are leased/permitted by the City. For
clarity, this calculation shall be based on the actual physical spots in
these ramps, which is approximately 2,107 spots as of 11/2/2022. The
calculation shall not be based on a count of parking spots the city makes
available if they choose to oversell the ramps. If the City reduces the
number of available spots in these ramps for any reason, these spots
will be accounted for as if they were still available and they were
leased/permitted.
City agrees that, if at any point between now and the actual construction
of a new parking garage as contemplated by this paragraph, the number
of available parking spots for lease in the Locust Street, Iowa Street, 5th
Street, and Central Avenue ramps collectively falls to 200 spots, City will
provide to C&B Employer the right to lease up to 100 spots at the current
parking rates in force to hold for its future hiring needs and will provide
to Heartland Employer the right to lease up to 100 spots at the current
parking rates in force to hold for its future hiring needs. City will provide
notice to C&B Employer and Heartland Employer when such situation
arises and C&B Employer and Heartland Employer will each have 10
business days to exercise their option to lease these spots. If C&B
Employer does not exercise its rights to its entire 100 parking spot block,
Heartland Employer shall have an additional 10 business days to lease
any parking spots C&B Employer had the option to lease but did not
lease. If Heartland Employer does not exercise its rights to its entire 100
parking spot block, C&B Employer shall have an additional 10 business
days to lease any parking spots Heartland Employer had the option to
lease but did not lease.
City further agrees that, prior to the actual construction of a new parking
garage as contemplated by this paragraph, if the available parking spots
in the Locust Street, Iowa Street, 5th Street, and Central Avenue ramps
falls to zero, employees of C&B Employer and Heartland Employer shall
be placed at the top of the waiting list for parking in those ramps.
City will fulfill its previously agreed upon obligations to install additional
street lighting and additional blue light terminals along the pedestrian
walking routes between the Roshek Building and Security Building to the
Locust Street, Iowa Street, 5th Street, and Central Avenue parking ramps
as follows:
A. The 4 existing blue light terminals already purchased by the City
will be installed by May 1, 2022, in the following locations:
i. Outside of the 8th Street entrance to the Iowa Street ramp
on the south side of 8th Street, near the street;
ii. On the northwest corner of 8th Street and Locust Street,
outside of the Locust Street ramp;
2
iii. At Main Street and 7th Street, on the north side of the Town
Clock Circle; and
iv. On 6th Street in the alley area between the Iowa Street
ramp and the 5th Street ramp.
B. The City will purchase and install 2 additional blue light terminals
by August 1, 2022 in the following locations:
i. At the southwest corners of 9th Street and Iowa Street; and
ii. Near the intersection of 7th Street and the alley on the west
side of the Iowa Street ramp, in the walkway from the
Roshek Building to the middle entrance of the Iowa Street
ramp.
C. The City will enhance the lighting by increasing the brightness of
existing lights or installing new lights in the following locations by
August 1, 2022:
i. In the alley between 6th Street and 8th Street west of the
Iowa Street ramp;
ii. In the alley between 8th Street and 9th Street west of the
Grand Theater and Premier Bank and east of the Security
Building and the Graham Building, particularly on the north
end of the alley;
iii. In the alley east of the Roshek Building; and
iv. In the plaza area outside of the south entrance to the
Roshek Building.
D. City agrees to meet with Developers and Employers within sixty
(60) days of the date of the Fourth Amendment to this Agreement
to discuss pedestrian -related safety improvements in the Locust
Street Ramp and to implement the agreed -upon improvements at
City's cost within twelve (12) months of the date of the Fourth
Amendment to this Agreement at a cost not to exceed $200,000.
(a) The Parking Structure will have limited daily parking (not more than
10% of the 500 parking spaces or such additional daily parking as City in
its sole discretion determine is needed) that will accommodate general
downtown parking needs and also accommodate transient parking needs
for employees of Employers.
(b) On the opening of the Parking Structure, individual employees of
C & B Employer and Heartland Employer will have the first right for a period
of one month to enter into leases for the available spaces on the application
form and subject to the conditions in the form, Exhibit I, which form may
from time to time be amended by City in its sole discretion.
3
(c) City will make every reasonable effort to improve pedestrian
corridors to make pedestrian access as direct as possible between the
Parking Structure and the Roshek Building.
(d) Prior to December 31, 2021, City will issue a request for proposals,
contract with a vendor, and begin implementation of a smarter
transportation technology throughout its downtown public parking ramps to
track parking ramp usage and utilization to analyze real time usage, and to
provide a better customer experience.
(e) Prior to December 31, 2021, but subject to all required legal
acquisition proceedings, City agrees to acquire real estate for the site of the
Parking Structure and develop a project plan for the Parking Structure's
completion.
2. Sections 2.1 and 2.2 are amended and restated to read as follows:
2.1 Required Purchase/Minimum Improvements. Developer hereby agrees,
subject to the conditions herein contained, the Purchase will occur on or before December
31, 2019. (the Purchase).
Developer and Employers will make certain minimum improvements in the buildout of the
Building in an aggregate amount of not less than $25,000,000 which buildout shall be
completed no later than December 31, 2023 (the Minimum Improvements).
2.2. Timing of Improvements. Employers agree that construction of the Building
Minimum Improvements on the Property shall be commenced within thirty (30) days after
the Closing Date and shall be substantially completed by December 31, 2023. The time
frames for the performance of these obligations shall be suspended due to unavoidable
delays meaning delays, outside the control of the party claiming its occurrence in good
faith, which are the direct result of strikes, other labor troubles, unusual shortages of
materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion
directly results in delays, or acts of any federal, state or local government which directly
result in extraordinary delays. The time for performance of such obligations shall be
extended only for the period of such delay.
3. Section 5 COVENANTS OF DEVELOPER AND EMPLOYERS is amended
by deleting Sections 5.1 and 5.2.
5
(SIGNATURE PAGE TO FOLLOW)
CITY OF DUBUQUE, IOWA
i
Brad avanagh, Mayor
ATTEST:
Adrienne N. Breitfelder, City Clerk
C1
ROSHEK PROPERTY, LLC
Developer
M
David O. Becker, President
COTTINGHAM & BUTLER, INC.
Employer
A
David O. Becker, President & CEO
HEARTLAND FINANCIAL USA, INC.
Employer
M
Bryan McKeag, CFO, EVP
CITY OF DUBUQUE, IOWA
Brad M. Cavanagh, Mayor
ATTEST:
Adrienne N. Breitfelder, City Cleric
R
ROSHEK PROPERTY, LLC
Developer
0
David O, Becker, President
COTTINGHAM & BUTLER, INC.
Employer
By:
David O. Becker, President & CEO
HEARTLAND FINANCIAL USA, INC.
Employer
By:
Br an Mc eag, CFO, P
CITY OF DUBUQUE, IOWA
M
Brad M. Cavanagh, Mayor
ATTEST:
Adrienne N. Breitfelder, City Clerk
ROSHEK PROPERTY, LLC
Developer
By: David Q. Becker, President
COTTINGHAM & BUTLER, INC.
Employer
By: 0
David Q. Becker, President & CEO
HEARTLAND FINANCIAL USA, INC.
Employer
By:
Bryan McKeag, CFO, EVP