Cooper Development Agreement_Bricktown 3rd St. Parking LotTHE CITY OF Dubuque
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Masterpiece an the Mississippi
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Agreement with Cooper Development
DATE: July 1, 2008
Economic Development Director Dave Heiar is recommending approval of an
agreement with Cooper Development, LLC to maintain as a parking lot the future City-
owned parking lot at the corner of 3~d Street and Locust Street.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mi ael C. Van Milligen
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Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
THE CITY OF ^~.
DuB E
Masterpiece on the Mississippi
DATE: June 30, 2008
TO: Michael C. Van Milligen, City Manger
FROM: David J. Heiar, Economic Development Director
RE: Agreement with Cooper Development
Dubuque
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2007
INTRODUCTION
This memorandum presents for City Council consideration a resolution approving an
agreement with Cooper Development Company, LLC. to maintain the future City owned
parking lot at the corner of 3~d Street and Locust Street.
BACKGROUND
When Cooper Acquisitions renovated the Bricktown building at 299 Main Street in 2001,
a couple of the owners also entered into a contract with Paul Fahey to purchase the
parking lot on the southeast corner of Locust and 3~d Streets. Due to the recent change
in management, and the financial restructuring of the business, it has been determined
that Cooper Acquisitions can not cash flow the business and the purchase of this
property.
The original purchase contract included a clause, allowing the City to purchase the
parking lot for $400,000 if the business defaulted on its monthly payments.
Cooper Acquisitions has provided a termination agreement for the Real Estate Contract
between Paul Fahey and Cooper Acquisitions, LLC.
Cooper Development Company, LLC. has taken over all Bricktown Restaurant functions
from Cooper Acquisitions, LLC.
DISCUSSION
As a condition to the City purchasing the parking lot from Paul Fahey, an agreement must
be reached between the City and Cooper Development Company, LLC. The agreement
spells out the following conditions;
1) to retain the Real Estate as a parking lot for ten years from the date of closing in
consideration for payment by Cooper Development LLC to City of $1,000.00 per
month for such ten year period.
2) The City and Cooper are the owners of the existing sign for the Bricktown
Restaurant located on the Property. The City agrees to allow the sign to remain on
the property during the agreement period. Cooper is responsible for maintenance
of the sign. The City will have full ownership of the sign at the completion of the
agreement.
3) The City will provide two unmetered stalls for Bricktown staff at no additional cost.
The City will determine the location of the stalls.
4) The City will install parking meters on all remaining stalls on the Property. The
meters will be at least one hour meters. The meter rates must be equal to the
meters in the immediate vicinity of the Property.
RECOMMENDATION
I recommend that the City Council approve the attached resolution to approve an
agreement with Cooper Development Company, LLC. for the "Bricktown" parking lot
located at the southeast corner of Locust and 3rd Streets.
ACTION STEP
The action step is for the City Council to approve the attached resolution.
Cc: Tim Horsfield
Jenny Larson
F:\USERS\DHeiar\Bricktown Parking Lot\20080630 Cooper Development Agreement.doc
RESOLUTION NO. 215-08
APPROVING AN AGREEMENT WITH COOPER DEVELOPMENT COMPANY, LLC IN
REGARD TO THE PARKING LOT LOCATED AT THE SOUTHEAST CORNER OF 3RD
STREET AND LOCUST STREET.
Whereas, an agreement with Cooper Development Company, LLC. is necessary
to facilitate the City purchase of property located at the southeast corner or 3rd Street
and Locust Street; and
Whereas, the City Council finds that it is in the best interests of the City of
Dubuque to purchase the Property; and
Whereas, Cooper Development Company, LLC. has agreed to the conditions of
the agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. That the Agreement attached hereto, is hereby approved.
Section 2. That the City Manager is hereby authorized and directed to execute, on
behalf of the City of Dubuque, Iowa, said Agreement.
Passed, approved and adopted this 7th day of July, 2008
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider
City Clerk
F:\USERS\DHeiar\Bricktown Parking Lot\Resolution approving agreement with Cooper.doc
AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
THE COOPER DEVELOPMENT COMPANY, L.L.C.
This Agreement, dated for reference purposes the ~ ¢'~"`~day of /
2008, is made and entered into by and between the City of Dubuque, I a (" ") and
The Cooper Development Company, L.L.C. ("Cooper").
WHEREAS, City is purchasing real property in the City of Dubuque, Iowa, legally
described as follows:
Lots 87, 88, and the North 20 feet 3 inches of Lot 86 in the City of
Dubuque, Iowa, according to the United States Commissioners' Map
of the Town of Dubuque, Iowa
(the Property); and
WHEREAS, the Property was used as a parking lot for the customers of Cooper
and/or its tenant, RB Restaurant Management & Consulting, L.L.C., a/k/a "Bricktown";
and
WHEREAS, Cooper desires that after City purchases the Property, the Property
will be used as a public parking lot; and
WHEREAS; City is willing to agree that the Property will be used as a public
parking lot but only on the terms and conditions set forth herein.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
SECTION 1. PUBLIC PARKING LOT. City agrees that the Property will be used as a
public parking lot for a period of one hundred twenty (120) months beginning July 1, 2008
so long as Cooper complies with all of the conditions set forth herein.
SECTION 2. RESTAURANT SIGN.
2.1. City and Cooper are the owners of the existing sign (the Sign) for the Bricktown
Restaurant located on the Property. City agrees to allow the Sign to remain on the
Property during the period identified in Section 1.
2.2. Cooper shall have sole responsibility for the maintenance, repair, and security of
the Sign and shall keep the same in good repair and condition during the term of this
Agreement.
2.3. Cooper agrees to defend, indemnify and hold City, its officers and employees,
harmless from and against all liability, damages, losses, costs, causes of action,
charges and expenses, including reasonable attorney fees, which they may sustain,
incur or be liable for arising out of or related to the Sign.
2.4. The Sign shall be the property of Cooper during the term of this Agreement and
no longer. Upon any termination of this Agreement, by reason of any cause
whatsoever, if the Sign shall then be on the Property, all of Cooper's right, title, and
interest therein shall cease and terminate, and title to the Sign shall vest in City, and the
Sign shall be surrendered by Cooper to City. No further deed or other instrument shall
be necessary to confirm the vesting in City of title to the Sign. However, upon any
termination of this Agreement, Cooper, upon request of City, shall execute,
acknowledge, and deliver to City a deed confirming that all of Cooper's right, title, and
interest in or to the Sign has expired, and that title to the Sign has vested in City.
SECTION 3. During the period identified in Sec. 1, City shall provide two unmetered
parking spaces in the Parking Lot to Cooper without charge. City shall in its sole
discretion determine the location of the two spaces.
SECTION 4. PARKING LOT ENFORCEMENT. Cooper acknowledges that City
intends to install parking meters on all stalls on the Property. The meters shall allow for
parking of at least one hour. The meter rate (include the hours during which the meter
must be paid) shall be not greater than the meter rates of the meters in the immediate
vicinity of the Property.
SECTION 5. MONTHLY PAYMENT. Cooper shall pay to City $1,000.00 per month for
one hundred twenty (120) months, beginning on the 1St day of July, 2008, and on the 1St
day of each month thereafter.
SECTION 6. CITY'S RIGHTS IN THE EVENT OF DEFAULT BY COOPER. If
Cooper shall fail or neglect to observe, keep, or perform any of the covenants, terms, or
conditions contained in this Agreement on its part to be observed, kept, or performed,.
and the default shall continue for a period of thirty (30) days after written notice from
City setting forth the nature of Cooper's default (it being intended that in connection with
a default not susceptible of being cured with diligence within thirty (30) days, the time
within which Cooper has to cure the same shall be extended for such period as may be
necessary to complete the same with all due diligence), then and in any such event, City
shall have the right at its option, on written notice to Cooper, to terminate this
Agreement and all rights of Cooper under this Agreement shall then cease.
SECTION 7. NOTICES. All notices, demands, or other writings in this Agreement
provided to be given or made or sent, or which may be given or made or sent, by either
party to the other, shall be deemed to have been fully given or made or sent when made
in writing and deposited in the United States mail, registered and postage prepaid, and
addressed as follows:
2
TO CITY: City of Dubuque, Iowa
50 West 13th Street
Dubuque, Iowa 52001
TO COOPER: James A. Miller
2985 Arbor Oaks Court
Dubuque, Iowa 52001
SECTION 8. ASSIGNMENT OF AGREEMENT BY COOPER. Cooper may not
assign, or otherwise transfer all or any part of its interest in this Agreement or the Sign
without the prior written consent of City provided, however, if Cooper sells the property
known as Bricktown located on the southwest corner of Third and Main Streets, Cooper
may assign its rights and obligations under this Agreement to the purchaser of
Bricktown.
SECTION 9. BINDING EFFECT. All of the covenants, conditions, and provisions of
this Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns.
SECTION 10. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties and supersedes any prior understandings or oral or
written agreements between the parties respecting the within subject matter.
SECTION 11. MODIFICATIONS. This Agreement may not be modified except in
writing signed by the parties.
CITY OF DUBUQUE, IOWA THE COOPER DEVELOPMENT
COMPANY, L.L.C.
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Michael C. Van Milligen Janie s A. Miller, Manager
City Manager (,~
Dated: June 26, 2008
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