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Dubuque Initiatives Termination of Development for Roshek Building Copyrighted December 2, 2019 City of Dubuque Consent Items # 18. ITEM TITLE: Dubuque Initiatives Termination of Development Agreement SUMMARY: City Manager recommending approval of a resolution terminating the DevelopmentAgreement between the City of Dubuque and Dubuque Initiatives regarding the redevelopment of the Roshek Building at 700 Locust Street. RESOLUTION Approving the Termination of the Development Agreement by and Between the City of Dubuque, lowaand Dubuque Initiatives SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type Dubuque Initiati�s Termination of De�lopment City Manager Memo Agreement-MVM Memo Staff Memo Staff Memo TerminationAgreement Supporting Documentation Resolution of Approval Resolutions Dubuque THE CITY OF � uI�AaMca cih DuB E � � I � � I Maste iece on the Mississi i Zoo�•zoiz•zois YP pp zoi�*zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Termination of Development Agreement Between the City of Dubuque and Dubuque Initiatives DATE: November 26, 2019 Economic Development Director Jill Connors recommends City Council approval of a resolution terminating the Development Agreement between the City of Dubuque and Dubuque Initiatives regarding the redevelopment of the Roshek Building at 700 Locust Street. Recently, Heartland Financial USA, Inc., and Cottingham & Butler, Inc., both local companies with a history of rapid expansion, brought a formal proposal to Dubuque Initiatives to purchase the Roshek Building in order to accommodate this growth. The two companies have collectively created a new entity, Roshek Property, LLC, which proposes to acquire the property. City staff have negotiated a Development Agreement with Heartland Financial USA, Inc., Cottingham & Butler, Inc., and Roshek Property, LLC. In addition, Dubuque Initiatives has negotiated a purchase agreement with Roshek Property, LLC for the purchase of the Roshek Building. The Development Agreement commits the companies to the addition of jobs and an investment of approximately $2,850,000 in building improvements. The City has committed to assigning the remaining TIF rebates to the companies. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Jill M. Connors, Economic Development Director Dubuque Economic Development Department THE CITY OF � 130o n�ain street D� L L Alll;EflCijly Dubuque,lowa 52001-4763 1 I I �I Office(563)589-4393 TTY(563)690-6678 http://www.cityofd u b uq ue.org 2007�2012�2013 Masterpiece on the Mississippi zoi�*zoi9 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Termination of Development Agreement Between the City of Dubuque and Dubuque Initiatives DATE: November 22, 2019 INTRODUCTION The purpose of this memorandum is to request that the City Council adopt a resolution terminating the Development Agreement between the City of Dubuque and Dubuque Initiatives regarding the redevelopment of the Roshek Building at 700 Locust Street. BACKGROUND On February 17, 2009, the City of Dubuque entered into a Development Agreement with Dubuque Initiatives for the redevelopment of the Roshek Building at 700 Locust Street. The purpose of the Development Agreement was to incentivize the redevelopment of the historic landmark building and promote job creation within the City, in particular the attraction of 1,300jobs from International Business Machines Corporation (IBM). The Development Agreement required and provided for the following: 1. Dubuque Initiatives committed to minimum improvements of approximately $39 Million to rehabilitate, construct and improve approximately 255,000 square feet of office/retail space in the building. 2. Dubuque Initiatives would receive 20 years of Tax Increment Finance (TIF) rebates, with the last scheduled payment to be made May 1, 2030. 3. The City provided $35,000 in Downtown Rehabilitation Grants to Dubuque Initiatives to assist with the exterior improvements to the building. 4. The City provided Dubuque Initiatives with a loan guarantee not to exceed $25,000,000 for financing the minimum improvements. The redevelopment of the Roshek Building has been completed and the building has been redeveloped into a thriving commercial property. The initial motivation to improve the Roshek Building was to welcome and assist with the attraction of 1 ,300 jobs from IBM onto five floors of the building. IBM met those obligations within the first two years of occupying the building. Over time the number of jobs in the building from IBM has slowly decreased. However, the improved building has attracted other employers to the building, with those numbers more or less off-setting the decreases in the IBM employee census. The building currently holds 1 ,053 employees. The loan guarantee from the City was released ahead of schedule, and Dubuque Initiatives has continued to pay down the remainder of the loan. DISCUSSION Recently, Heartland Financial USA, Inc., and Cottingham & Butler, Inc., both local companies with a history of rapid expansion, brought a formal proposal to Dubuque Initiatives to purchase the Roshek Building in order to accommodate this growth. The two companies have collectively created a new entity, Roshek Property, LLC , which proposes to acquire the property. City staff have negotiated a Development Agreement with Heartland Financial USA, Inc., Cottingham & Butler, Inc., and Roshek Property, LLC. In addition, Dubuque Initiatives has negotiated a purchase agreement with Roshek Property, LLC for the purchase of the Roshek Building. The Development Agreement commits the companies to the addition of jobs and an investment of approximately $2,850,000 in building improvements. The City has committed to assigning the remaining TIF rebates to the companies. Based on the property taxes Dubuque Initiatives will be obligated to pay as the owner of the Roshek Building prior to the sale of the property, the Tax Increment Rebates scheduled for May 2020 and November 2020 will be preserved for Dubuque Initiatives in the Termination of Development Agreement. The remainder of the TIF rebates originally committed in the Development Agreement to Dubuque Initiatives will be assigned to Roshek Property, LLC in the new Development Agreement by and among the City, Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc. to continue to incentivize property investment and job creation. RECOMMENDATION/ ACTION STEP I recommend that the City Council adopt the resolution approving the Termination of Development Agreement between the City of Dubuque and Dubuque Initiatives. 2 Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 413-19 APPROVING THE TERMINATION OF THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE INITIATIVES Whereas, the City of Dubuque and Dubuque Initiatives entered into a Development Agreement dated for reference purposes the 17th day of February, 2009 (the Development Agreement) for Initiatives property at 700 Locust Street, legally described as follows: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa and numbered as Lots 141, 142, and 143a, on the various wall maps of the City of Dubuque, Iowa; and, City Lots 143, 144 and 145, in the City of Dubuque, Iowa, according to the plat thereof in Book of Plats 34, page 353, records of Dubuque County, Iowa, also described as follows: Part of the United States Commissioners' Government Plat of the Original Town, now City, of Dubuque, in Dubuque County, Iowa, described as follows: Beginning at the southwesterly corner of Lot 141, originally designated as the southwesterly corner of the "Public Square",being also the intersection of the east line of Locust Street and the north line of West Seventh Street; thence North 22 degrees 30 minutes West along the east line of Locust Street to the northwesterly corner of Lot 145, being also the intersection of the east line of Locust Street and the southerly line of West Eighth Street; thence northeasterly along the northerly line of Lot 145 to the northeasterly corner of Lot 145, being also the intersection of the south line of West Eighth Street and the west line of the thirty foot alley East of Locust Street; thence southeasterly along the west line of said thirty foot alley to the southeasterly corner of Lot 141, originally designated as the southeasterly corner of the "Public Square", being also the intersection of the west line of the thirty foot alley and the north line of West Seventh Street; thence South 67 degrees 30 minutes 'West to the point of beginning, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa. ; and Whereas, City and Initiatives now desire to terminate the Development Agreement on the terms and conditions set forth in the Termination of Development Agreement Between the City of Dubuque, Iowa and Dubuque Initiatives. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: 112619ba1 Section 1. The Termination of Development Agreement Between the City of Dubuque, Iowa and Dubuque Initiatives is hereby approved. Section 2. The Mayor is hereby authorized and directed to sign the Termination of Development Agreement on behalf of the City of Dubuque. Section 3. The City Manager is authorized to take such actions- as are necessary to comply with the terms of the Termination of Development Agreement as herein approved. Passed, approved and adopted this 2nd day of December, 2019. Attest: Trish L. Gleason, Assistant City Clerk Roy DD: uol, Mayor F:\Users\Laserflche Legal \ IBM\Development Agreement & Amendments\Resolution Terminating Dubuque Initiatives Development Agreement 112619bal.docx TERMINATION OF DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE INITIATIVES This Termination Agreement, dated for reference purposes th e, day of ° 2019, is made and entered into by and between the City of Dubuque, Iowa (City) and Dubuque Initiatives (Initiatives). WHEREAS, City and Initiatives entered into a Development Agreement dated for reference purposes the 17th day of February, 2009 (the Development Agreement) for Initiatives property at 700 Locust Street (the Property), legally described as follows: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa and numbered as Lots 141, 142, and 143a, on the various wall maps of the City of Dubuque, Iowa; and, City Lots 143, 144 and 145, in the City of Dubuque, Iowa, according to the plat thereof in Book of Plats 34, page 353, records of Dubuque County, Iowa, also described as follows: Part of the United States Commissioners' Government Plat of the Original Town, now City, of Dubuque, in Dubuque County, Iowa, described as follows: Beginning at the southwesterly corner of Lot 141, originally designated as the southwesterly corner of the "Public Square", being also the intersection of the east line of Locust Street and the north line of West Seventh Street; thence North 22 degrees 30 minutes West along the east line of Locust Street to the northwesterly corner of Lot 145, being also the intersection of the east line of Locust Street and the southerly line of West Eighth Street; thence northeasterly along the northerly line of Lot 145 to the northeasterly corner of Lot 145, being also the intersection of the south line of West Eighth Street and the west line of the thirty foot alley East of Locust Street; thence southeasterly along the west line of said thirty foot alley to the southeasterly corner of Lot 141, originally designated as the southeasterly corner of the "Public Square", being also the intersection of the west line of the thirty foot alley and the north line of West Seventh Street; thence South 67 degrees 30 minutes West to the point of beginning, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa. ; and WHEREAS, City and Initiatives now desire to terminate the Development Agreement on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements set 102919ba1 forth herein, City and Initiatives agree as follows: Section 1. Section 3(1) of the Development Agreement is amended to read as follows: SECTION 3. CITY PARTICIPATION. 3.1. Economic Development Grant to Developer. (1) For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being in compliance with the terms of this Agreement, to make twenty-one (21) consecutive semi-annual payments (such payments being referred to collectively as the Developer Economic Development Grants) to Developer on the applicable payment dates later described in this Section; provided, however, that the Developer Economic Development Grants shall terminate upon payment of the balance of the Minimum Improvement Loan described in Section 3.3, including any extensions or modifications thereof. The Developer Economic Development Grants shall be payable as follows: November 1, 2010 November 1, 2011 November 1, 2012 November 1, 2013 November 1, 2014 November 1, 2015 November 1, 2016 November 1, 2017 November 1, 2018 November 1, 2019 November 1, 2020 May 1, 2011 May 1, 2012 May 1, 2013 May 1, 2014 May 1,2015 May 1,2016 May 1,2017 May 1, 2018 May 1, 2019 May 1, 2020 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the portion of the tax increment revenues collected by City described below under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six- month period in respect of the Developer Minimum Improvements constructed by Developer (the Developer Tax Increments). For purposes of calculating the amount of the Developer Economic Development Grants provided in this Section, the Developer Tax Increments shall be deemed to be equal in amount to a pro rata share of those tax increment revenues collected by the City in respect of the increase in the assessed value of the Property other than any part of the Property leased by Employer above the assessment of January 1, 1967 (On such date the entire Property was assessed for $567,000.00). The Developer Tax Increments 2 shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes collected for the regular and voter - approved physical plant and equipment levy, and (iii) any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. The assessed value of the Property leased by Employer and the assessed value of the Property other than the part of the Property leased by Employer on any assessment date shall be allocated according to the percent that the part of the Property leased by Employer bears to the total leasable space. Section 2. Section 3.1 shall survive the termination of this Agreement. Section 3. This Agreement is subject to and takes effect upon the closing of the purchase of the Property by Roshek Property, LLC Section 4. Subject to the foregoing, the Development Agreement is hereby terminated. CITY OF DUBUQUE, IOWA By: Roy' D ATTEST: ol, Mayor DUBUQUE INITIATIVES By: ICU 1 ki.a d I (t V t -2Z (-44 A 12 Printed Name and Title F:\Users\Laserfiche Legal\IBM\Development Agreement & Amendments\Termination of Dubuque Intiatives Development Agreement_102919bal.docx 3