Roshek Property Development Agreement_Initiate Copyrighted
December 2, 2019
City of Dubuque Items to be set for Public Hearing # 1.
ITEM TITLE: Roshek Property DevelopmentAgreement
SUMMARY: City Manager recommending City Council adoptthe
attached resolution approving the 1 st Amendment to
Development Agreement and setting a December 16,
2019 public hearing on the Development Agreement, as
amended, including providing for the issuance of Urban
Renewal Tax Increment Revenue Grant Obligations.
RESOLUTION Approving a FirstAmendment to
Development Agreement by and Among the City of
Dubuque, lowa, Roshek Property, LLC, Cottingham &
Butler, Inc. and Heartland Financial USA, Inc.
RESOLUTION Fixing the Date for a Public Hearing of the
City Council of The City of Dubuque, lowa on a Proposed
Development Agreement by and Among the City of
Dubuque, lowa, Roshek Property, LLC, Cottingham &
Butler, Inc. and Heartland Financial USA, Inc, Including the
Issuance of Urban Renewal Tax Increment Revenue
Obligations, and Providing for the Publication of Notice
Thereof
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Roshek Property DevelopmentAmendmentArgeement City Manager Memo
- MVM Memo
AmendmentAgreement Supporting Documentation
Resolution Resolutions
Roshek Property DevelopmentAgreement-MVM Memo City Manager Memo
Staff Memo Staff Memo
Agreement Supporting Documentation
Resolution of Approval Resolutions
Notice of Hearing Supporting Documentation
Dubuque Economic Development
Department
THE CITY OF � 130o n�ain street
D� L L Alllmerieajly Dubuque,lowa52001-4763
; I I �I Office(563)589-4393
TTY(563)690-6678
http://www.cityofd u buq ue.org
2007�2012�2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Amending Development Agreement by and among City of
Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., and
Heartland Financial USA, Inc.
DATE: December 2, 2019
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
amending a Development Agreement by and among the City of Dubuque, Roshek
Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc.
BACKGROUND
A Development Agreement by and among the City of Dubuque, Roshek Property, LLC,
Cottingham & Butler, Inc., and Heartland Financial USA, Inc. (collectively, the
"Developer") has been negotiated and signed by the Developer.
DISCUSSION
After the public notice was provided regarding setting the Development Agreement for
public hearing, a small error was identified in Section 3.4 of the Agreement. Dollar
figures included in this section are outdated, and the 1 St Amendment will remove those
dollar figures.
The parties have agreed that the error is not material to the intent of the original
Development Agreement and desire to amend the Agreement before setting it for public
hearing.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution approving the 1 S�
Amendment to Development Agreement and setting a December 16, 2019 public
hearing on the Development Agreement, as amended, including providing for the
issuance of Urban Renewal Tax Increment Revenue Grant Obligations.
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Prepared by/Return to: Jill Connors, Economic Development. 1300 Main Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 419-19
APPROVING A FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BY AND
AMONG THE CITY OF DUBUQUE, IOWA, ROSHEK PROPERTY, LLC, COTTINGHAM
& BUTLER, INC. AND HEARTLAND FINANCIAL USA, INC.
Whereas, City, Roshek Property, LLC, Cottingham & Butier, Inc., and Heartland
Financial USA, Inc. have entered into a Development Agreement for the Roshek Building
subject to City Council approval; and
Whereas, all parties desire and have consented to amend the Development
Agreement as set forth herein; and
Whereas, it is the determination of the City Council that approval of the First
Amendment to Development Agreement is in the public interest of the City of Dubuque.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the First Amendment to Development Agreement by and
among the City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., and
Heartland Financial USA, Inc., a copy of which is attached hereto, is hereby approved.
Section 2. That the Mayor is hereby authorized and directed. to execute the First
Amendment to Development Agreement 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 comply with the terms of the First Amendment to Development Agreement
as herein approved.
[Signature page follows]
RESOLUTION NO. 419-19
Passed, approved, and adopted this 2nd day of December, 2019.
10.. Le/
Roy D. Bu,1, Mayor
Attest:
Trish L. Gleason, Assistant City Clerk
F:\Users\tsteckle\Lindahl\Roshek Property LLC-C&B DA - Roshek Bldg (2019)\Resolution ApprovinglstAmendment_120219.docx
Prepared by/Return to: Jill Connors, Economic Development. 1300 Main Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. 420-19
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON A PROPOSED DEVELOPMENT AGREEMENT BY AND
AMONG THE CITY OF DUBUQUE, IOWA, ROSHEK PROPERTY, LLC, COTTINGHAM
& BUTLER, INC. AND HEARTLAND FINANCIAL USA, INC, INCLUDING THE
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS,
AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, City, Roshek Property, LLC, Cottingham & Butler, Inc. and Heartland
Financial USA, Inc. have entered into a Development Agreement, subject to the approval
of the City Council, for the rehabilitation of property located at 700 Locust Street, a copy
of which Development Agreement is now on file at the Office of the City Clerk, City Hall, 50
W. 13th Street, Dubuque, Iowa; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement with Roshek Property, LLC,
Cottingham & Butler, Inc. and Heartland Financial USA, Inc.; and
Whereas, it is deemed necessary and advisable that the City Council authorize
Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the
Code of Iowa, and enter into the Development Agreement for the purpose of carrying out
the rehabilitation of property located at 700 Locust Street; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of the City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City Clerk is hereby authorized and directed to cause a notice to be
published as prescribed by Iowa Code Section 403.9 of a public hearing on the City's intent
to approve the Development Agreement and authorize Urban .Renewal Tax Increment
Revenue obligations, to be held on the 16th day of December, 2019, at 6:00 o'clock p.m. in
the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of approving the Development Agreement with Roshek
Property, LLC, Cottingham & Butler, Inc. and Heartland Financial USA, Inc. and
authorizing Urban Renewal Tax Increment Revenue obligations, the proceeds of which
obligations will be used to carry out certain of the special financing activities described in
the Amended and Restated Urban Renewal Plan for the Greater Downtown Urban
Renewal District, consisting of the funding of economic developments grants to Roshek
Property, LLC pursuant to the Development Agreement. It is expected that the aggregate
amount of the Tax Increment Revenue obligations to be issued will be approximately
$2,525,000.
Section 3. The City Clerk is hereby directed to cause at least one publication to
be made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City, said
publication to be not less than four days nor more than twenty days before the date of
said meeting on the issuance of said obligations.
Section 4. The notice of the public hearing and the proposed action to issue
said obligations shall be in substantially the form attached hereto.
Passed, approved, and adopted this 2nd day of December, 2019.
Roy D. Viol, Mayor
Attest:
Trish L. Gleason, Assistant City Clerk
Dubuque
THE CITY OF �
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DuB E � �
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Maste iece on the Mississi i Zoo�•zoiz•zois
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Setting Public Hearing on Development Agreement by and
among City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc.
and Heartland Financial USA, Inc., including providing for the Issuance of
Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the
Development Agreement
DATE: November 26, 2019
Economic Development Director Jill Connors recommends the City Council set a public
hearing for December 16, 2019, on a proposed Development Agreement by and among
the City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland
Financial, including providing for the issuance of Urban Renewal Tax Increment
Revenue Grant Obligations.
Both Heartland Financial USA and Cottingham & Butler are continuing to grow rapidly,
and the two companies are intent on adding a significant number of full-time positions in
Dubuque over the coming years. They collectively plan to hire at least 32 full time
employees over the next three years. As the two companies have outgrown their
existing spaces, they have 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.
This project is the culmination of the work of so many and is the perfect example of why
economic development works in Dubuque (one of just a few cities in the United States
with an unemployment rate under 2%) better than most places in the country.
This all started over 10 years ago when a private not-for-profit, Dubuque Initiatives,
stepped up to rehabilitate a dilapidated structure in the downtown, the Roshek Building,
to support economic development, downtown revitalization and job creation. This nine-
story almost 300,000 square foot office building, the largest office building in downtown
Dubuque, was in a state of decline. The risks were high, but the potential benefits were
great. Dubuque Initiatives and their general contractor, Gronen Restoration, created a
fully refurbished building that is Platinum LEED Certified and on the National Historic
Register, going from a blighting influence on the downtown to become one of the jewels
in the crown of downtown Dubuque.
All of that work has culminated into what is being proposed today. Two companies,
Heartland Financial USA and Cottingham & Butler, have been committed to downtown
since their inception as two of the oldest companies in Dubuque. Now they have
become two of the largest companies in Dubuque and they are two of the fastest
growing companies in Dubuque.
Cottingham & Butler was founded in Dubuque in 1887 and is the 25�h largest insurance
broker in the United States and a recognized leader in offering innovative property and
casualty and employee benefit insurance solutions. The company is headquartered in
Dubuque and employs over 1 ,000 employees across the United States.
Heartland Financial USA was founded in 1981 from a community bank, Dubuque Bank
and Trust, and their success story started in 1935, long before Heartland existed. They
are now a diversified financial services company based in Dubuque. Their family of 11
community banks are in the Midwest and Western United States, with 114 banking
centers serving 91 communities.
All this good news does not come without challenges. As these companies grow, they
need a place to expand. They both want that growth to occur in Dubuque, but wherever
it happens, the growth will occur.
These two companies are willing to commit millions of dollars to downtown Dubuque
and are asking for very little support to help minimize the risk they are taking.
In order to incentivize their continued downtown investment and job creation, City staff
have negotiated a Development Agreement with Roshek Property, LLC, Heartland
Financial USA and Cottingham & Butler. The Agreement proposes the following:
1 . The companies will make a collective capital investment in building
improvements in tenant spaces and common areas of at least $2,850,000 by
December31 , 2021 .
2. They will collectively create at least 32 full time positions by December 31 , 2022,
to be maintained through June 1 , 2030.
3. Roshek Property, LLC will purchase the Roshek Building from Dubuque
Initiatives.
4. The City will provide the remaining tax increment rebates committed to Dubuque
Initiatives in the 2009 Development Agreement to Roshek Property, LLC, for a
total of 19 semi-annual payments (9-YZ years).
5. The City will identify a location acceptable to all parties for a 500-space parking
structure to accommodate the influx of employees in the downtown area. Design
and construction will be completed by December 31 , 2022.
6. The City will install lighting and call boxes at appropriate intervals between the
Roshek Building and the parking structure before the opening of the parking
structure.
7. The City will support Heartland's and Cottingham and Butler's applications to the
lowa Economic Development Authority for business incentives. The
2
Development Agreement with the City is contingent upon Heartland and
Cottingham & Butler receiving the IEDA incentives.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
1�f.�iG�"�'�'1 �Wa f{�F-��r�....
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
3
Dubuque Economic Development
Department
THE CITY OF � 130o n�ain street
D� L L Alllmerieajly Dubuque,lowa52001-4763
; I I �I Office(563)589-4393
TTY(563)690-6678
http://www.cityofd u buq ue.org
2007�2012�2013
Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Setting Public Hearing on Development Agreement by and
among City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc.,
and Heartland Financial USA, Inc., including providing for the Issuance of
Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the
Development Agreement
DATE: November 25, 2019
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
setting a public hearing for December 16, 2019 on a proposed Development Agreement
by and among the City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc.,
and Heartland Financial, including providing for the issuance of Urban Renewal Tax
Increment Revenue Grant Obligations.
BACKGROUND
Over many months of the fall and winter of 2008-2009, the City of Dubuque and many
of its partners (Greater Dubuque Development, Corp., Dubuque Initiatives, the
Community Foundation of Greater Dubuque, local institutions of higher learning, the
State of lowa, local realtors, and others) had numerous visits from representatives of
International Business Machines Corporation (IBM), which was searching nationally for
a new Technology Service Delivery Center. Dubuque was in competition with cities in
five other states for this project.
On February 16, 2009, the City of Dubuque (City) entered into a Development
Agreement with Dubuque Initiatives (DI) for the redevelopment of the Roshek Building
at 700 Locust Street and entered into an Incentives Agreement with IBM for the creation
of 1,300 full time positions in Dubuque.
These agreements facilitated the $38 million redevelopment of the Roshek Building and
the creation of 1 ,300 jobs during a period of nationwide economic recession. The initial
job creation numbers were achieved by IBM; and although those numbers have
decreased over the past several years, the redeveloped building has provided Class-A
office space for a nearly equal number of employees from other companies, including
Cottingham & Butler, Inc. (C&B) and Heartland Financial USA, Inc. (Heartland). The
building has a current total census of 1 ,053 employees.
Heartland
Heartland was founded in 1935, and its corporate headquarters are in Dubuque, lowa.
Heartland has over 2,100 employees across 12 states, approximately 600 of which are
located in Dubuque. Its Dubuque employees provide support to all of Heartland's
community banks. The company has enjoyed a 12°k growth rate over the past 30
years. As part of an operations expansion in Dubuque in 2012, Heartland leased one
floor in the Roshek Building. In 2017, due to additional growth and acquisitions, the
company leased another floor of the Roshek Building, investing over $1 .5 million in
building improvements and adding 31 jobs.
Heartland has shown a strong 14.5°k growth rate over the past 5 years, doubling its
earnings and assets every 5-7 years since 1981 . Current payroll in Dubuque exceeds
$45,000,000 annually, with an average payroll per employee of$85,000.
Cottinaham & Butler
Cottingham & Butler, Inc. (C&B) was established in Dubuque in 1887. Over the past
132 years, C&B has remained headquartered in Dubuque and has since grown to be
the 25th largest insurance brokerage firm in the U.S.
Over the last 20 years, C&B has made a concerted effort to help revitalize Dubuque's
downtown business area through significant investments in commercial buildings, which
in turn have allowed for continued increases in employment. Since 2000, C&B has
partnered with the City of Dubuque and the State of lowa to invest in projects of$3.6
million, $11 .9 million, $2.3 million, $2.4 million and $2.3 million. Over that same period
of time, C&B has grown from approximately 200 employees to over 1 ,000 employees in
the U.S. with over 700 of those employees located in Dubuque and another 80 within
the state of lowa.
C&B is now one of the top employers in Dubuque and desires to continue to grow in the
community where it was originally established. In order to facilitate additional growth in
Dubuque, C&B requires additional office space and intends to once again invest over $7
million to obtain and remodel the space needed for that growth. Along with the
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monetary commitment for the investment in additional commercial space, C&B has
committed to provide an additional 100 jobs over the next three years in the State of
lowa, of which 80 will be located in the City of Dubuque.
DISCUSSION
Both Heartland and C&B are continuing to grow rapidly, and the two companies are
intent on adding a significant number of full-time positions in Dubuque over the coming
years. They collectively plan to hire at least 32 full time employees over the next three
years. As the two companies have outgrown their existing spaces, they have 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 (RPL).
In order to incentivize RPL's continued downtown investment and job creation, City staff
have negotiated a Development Agreement with Roshek Property, LLC, Heartland and
C&B. The Agreement proposes the following:
1 . Roshek Property, LLC, Heartland and C&B, Inc. will make a collective capital
investment in building improvements in tenant spaces and common areas of at
least $2,850,000 by December 31 , 2021 .
2. Heartland and C&B will collectively create at least 32 full time positions by
December 31 , 2022, to be maintained through June 1 , 2030.
3. Roshek Property, LLC will purchase the Roshek Building from Dubuque
Initiatives.
4. The City will provide the remaining tax increment rebates committed to Dubuque
Initiatives in the 2009 Development Agreement to Roshek Property, LLC, for a
total of 19 semi-annual payments (9-YZ years).
5. The City will identify a location acceptable to all parties for a 500-space parking
structure to accommodate the influx of employees in the downtown area. Design
and construction will be completed by December 31 , 2022.
6. The City will install lighting and call boxes at appropriate intervals between the
Roshek Building and the parking structure before the opening of the parking
structure.
7. The City will support Heartland's and C&B's applications to the lowa Economic
Development Authority for business incentives. The Development Agreement
with the City is contingent upon Heartland and C&B receiving the IEDA
incentives.
3
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution setting a December 16,
2019 public hearing on the Development Agreement, including providing for the
issuance of Urban Renewal Tax Increment Revenue Grant Obligations.
4
DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE,
ROSHEK PROPERTY, LLC,
COTTINGHAM & BUTLER, WC.
AND
HEARTLAND FINANCIAL USA, WC.
THIS DEVELOPMENT AGREEMENT (the Agreement), dated for reference
purposes the day of , 2019 (the "Effective Date"), is made and
entered into by and among the City of Dubuque, lowa (City), Roshek Property, LLC, an
lowa limited liability company ("Developer"), and Cottingham & Butler, Inc., an lowa
corporation ("C & B Employer") and Heartland Financial USA, Inc. a Delaware corporation
("Heartland Employer") (collectively referred to as "Employers").
WHEREAS, Developer is or will be the owner of the following described real estate
(the Property):
A parcel of land marked "Public Square" on the United States
Commissioners' Plat of the Survey of the Town of Dubuque, lowa, and
numbered as lots 141 , 142 and 143a; AND, City Lots 143, 144 and 145;
in the City of Dubuque, lowa, according to the Plat thereof in Book of
Plats #34, page 353, records of Dubuque County, lowa, also described
as: Part of the United States Commissioners' Government Plat of the
Original Town, now City of Dubuque, in Dubuque County, lowa,
described as follows: Beginning in 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 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 Eighth Street and the
West line of 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, in the City of
Dubuque, lowa, according to the Plat thereof recorded as Instrument
No. 1798-77, records of Dubuque County, lowa (Known locally as The
Roshek Building) (the "Building"); and
WHEREAS, the Property is located in the Greater powntown Urban Renewal
District (District) which has been so designated by City Council Resolution 405-19 as a
112519ba1
slum and blighted area (the Project Area) defined by lowa Code Chapter 403 (Urban
Renewal Law); and
WHEREAS, Employers have determined that they require a new facility to maintain
and expand their operations and employment in the Property; and
WHEREAS, the Property will be an ancillary office for a multistate business and
other offices and associated tenants,
WHEREAS, Developer will undertake a redevelopment of the Property; and
WHEREAS, Developer and/or Employers will make a capital investment in the
purchase of building and substantial improvements, equipment, furniture and fixtures in
the Property (the Project); and
WHEREAS, Developer and Employers have entered into an agreement under
which Developer will redevelop and lease the Facility to Employers and others; and
WHEREAS, the Property is historically significant, the largest office building in
downtown Dubuque and it is in the City's best interest to preserve the Property; and
WHEREAS, pursuant to lowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on
November 18, 2019, City has the authority to enter into contracts and agreements to
implement the Urban Renewal Plan, as amended; and
WHEREAS, the Dubuque City Council believes it is in the best interests of the City
to encourage Developer and Employers in the development of the Property by providing
certain incentives as set forth herein.
NOW, THEREFORE, the parties to this Development Agreement, in consideration
of the promises, covenants and agreements made by each other, do hereby agree as
follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES.
1 .1 Representations and Warranties of Citv. In order to induce Developer and
Employers to enter into this Agreement, City hereby represents and warrants to
Developer and Employers that to the best of City's knowledge:
(1) Prior to the Closing, City will have obtained all necessary approvals and
consents for its execution, delivery and performance of this Agreement and that it
will have full power and authority to execute, deliver and perform its obligations
under this Agreement. City's attorney shall issue a legal opinion to Developerand
Employers at time of closing confirming the representation contained herein, in the
form attached hereto as Exhibit A.
z
(2) City shall exercise its best efforts to cooperate with Developer and
Employers in the development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and promptfashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of
whatever nature to which City is now a party or by which it or its property is bound,
or constitute a default under any of theforegoing.
(5) There are no actions, suits or proceedings pending or threatened against
or affecting City in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the financial position or operations
of City or which affects the validity of the Agreement or City's ability to perform its
obligations underthisAgreement.
(6) No ordinance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies,
the cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re-align any street or highway providing access to the Property and
there are no pending or intended public improvements or special assessments
affecting the Property which will result in any charge or lien be levied or assessed
against the Property.
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing
Date.
(8) As of the date of this Agreement there has been prepared and approved by
City an Urban Renewal Plan for the Project Area consisting of the Urban Renewal
Plan for the Greater powntown Urban Renewal Area, most recently approved by
City Council of City on November 18, 2019, and as subsequently amended
through and including the date hereof, attached as Exhibit E (the Urban Renewal
Plan).
(9) The City shall have executed this Agreement after obtaining all necessary
approvals and authorizations and delivered it to Developer and Employers not later
than November 30, 2019.
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1 .2 Representations and Warranties of Developer and Emplovers. Developer and
Employers make the following representations and warranties:
(1) Developer and Employers are duly organized and validly existing or
authorized under the laws of the States of lowa and have all requisite power and
authority to own and operate their properties, to carry on their respective business
as now conducted and as presently proposed to be conducted, and to enter into
and perform their obligations under the Agreement.
(2) This Agreement has been duly authorized, executed and delivered by
Developer and Employers, and assuming due authorization, execution and
delivery by City, is in full force and effect and is a valid and legally binding
instrument of Developer and Employers enforceable in accordance with its terms,
except as the same may be limited by bankruptcy, insolvency, reorganization or
other laws relating to or affecting creditors' rights generally. Developer's counsel
and Employers' counsels shall issue legal opinions to the City, at time of closing,
confirming the representations contained herein, in the form attached hereto as
Exhibit B and Exhibit F.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
articles of incorporation or the bylaws of Developer or Employers or any
contractual restriction, evidence of indebtedness, agreement or instrument of
whatever nature to which Developer or Employers are now a party or by which it
or its property is bound, or constitute a default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against
or affecting Developer or Employers in any court or before any arbitrator or before
or by any governmental body in which there is a reasonable possibility of an
adverse decision which could materially adversely affect the business, financial
position or result of operations of Developer or Employers or which affects the
validity of the Agreement or Developer's or Employers' ability to perform their
obligations under this Agreement.
(5) Developer and Employers will perform their obligations under this
Agreement in accordance with the material terms of this Agreement, the Urban
Renewal Plan and all local, State and federal laws and regulations.
(6) Developer and Employers will use their best efforts to obtain, or cause to
be obtained, in a timely manner, all material requirements of all applicable local,
state, and federal laws and regulations which must be obtained or met.
1 .3 Closinq. The Closing shall take place on the Closing Date which shall be the 315�
day of December, 2019, or such other date as the parties shall agree in writing but in no
4
event shall the Closing Date be later than the 31 S� day of December, 2019. (Closing is the
date the parties deliver to each other the opinions and any other documents required
hereunder which is expected to be a date subsequent to the execution of this Agreement).
Consummation of the Closing shall be deemed an agreement of the parties to this
Agreement that the conditions of Closing shall have been satisfied or waived. Provided,
however, in the event Developer or Employers do not receive the state and federal
incentives and credits necessary to make the project feasible, in their sole discretion,
such parties may terminate this Agreement at any time, including after Closing, without
further obligation or liability to City. And this Closing is specifically contingent upon
execution and all necessary approvals and authorizations by City and the State of lowa
Economic Development Authority.
1 .4 Conditions to Closinq. 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:
(1) The representations and warranties made by City in Section 1 .1 and by
Developer and Employers in Section 1 .2, shall be correct as of the Closing Date
with the same force and effect as if such representations were made at such time.
At the closing, City shall deliver a certificate to that effect in the form of Exhibit C.
(2) Developer and Employers shall have the right to terminate this Agreement
at any time prior to the consummation of the closing on the Closing Date if
Developer or Employers determine that conditions necessary for the successful
completion of the Project contemplated herein have not been satisfied in
Developer's or Employers' sole discretion. Upon the giving of notice of termination
by Developer or Employers to City, this Agreement shall be deemed null and void.
(3) Developer, Employers, and City shall be in material compliance with all the
terms and provisions of thisAgreement.
(4) Subject to Employers' written approval, Developer having obtained any and
all necessary governmental approvals which might be necessary or desirable in
connection with the development of the Property. Any conditions imposed as part
of any such approval must be satisfactory to Developer and Employers in their
sole discretion. City shall cooperate with Developer in attempting to obtain any
such approvals and shall execute any documents necessary for this purpose,
provided that City shall bear no expense in connection therewith. In connection
therewith, the City agrees (a) to review all of Developer's plans and specifications
for the project and to either reject or approve the same in a prompt and timely
fashion; (b) to issue a written notification to Developer, following City's approval of
same, indicating that the City has approved such plans and specifications, and the
same are in compliance with the Urban Renewal Plan, this Agreement and any
other applicable City or affiliated agency requirements, with the understanding that
Developer and its lenders shall have the right to rely upon the same in proceeding
with the project; (c) to identify in writing within ten (10) working days of submission
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of said plans and specifications, any and all permits, approvals and consents that
are legally required for the acquisition of the Property by Developer, and the
construction, use and occupancy of the project with the intent and understanding
that Developer and its lenders and attorneys will rely upon same in establishing
their agreement and time frames for construction, use and occupancy, lending on
the project and issuing legal opinions in connection therewith; and (d) to cooperate
fully with Developer to streamline and facilitate the obtaining of such permits,
approvals and consents.
(5) Developer's counsel and Employers' counsel shall issue a legal opinion to
City confirming the representations contained herein in the form attached hereto
as Exhibit B and Exhibit F.
(6) Developer shall have provided City with a copy of a purchase agreement
for the Property with Roshek Building, LLC and this Agreement is subject to the
consummation of the purchase of the Property on or before December 31 , 2019.
(7) Employers or Developer receiving such State of lowa incentives as
necessary to make the Project feasible to Employers in their sole and exclusive
discretion.
(8) Adequate parking to serve Developer and Employers' employees and
visitors is paramount to the decision to purchase the Property. Without such
parking there will be no purchase.
(9) City will complete and open for parking by December 2022 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.
(a) The Parking Structure will have limited daily parking (not more than
10°k 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.
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(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.
(10) Prior to January 31 , 2020, City will grant Developer the Revocable License
and Grant of Easements attached hereto as Exhibit G.
1 .5 Citv's Obliqations at Closinq. At or prior to the Closing Date, City shall deliver to
Developer and Employers such other documents as may be required by this Agreement,
all in a form satisfactory to Developer and Employers.
SECTION 2. DEVELOPMENT ACTIVITIES.
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).
(1) C & B Employer either directly or through and with the Developer will make
certain minimum improvements in the buildout of floors seven, eight, and nine of
the building on the Property in an amount not less than $600,000.00 which buildout
shall be completed no later than December 31 , 2021 (the C & B Buildout Minimum
Improvements).
(2) Heartland Employer either directly or through and with the Developer will
make certain minimum improvements in the buildout of floors three, four, and five
of the building on the Property in an amount not less than $750,000 which buildout
shall be completed no later than December 31 , 2021 (the Heartland Buildout
Minimum Improvements).
(3) The C & B Buildout Minimum Improvements and the Heartland Buildout
Minimum Improvements are referred to collectively as the Building Minimum
Improvements.
(4) Developer will make certain Minimum Improvements to the common areas
in the Building in an amount not less than $1 ,500,000.00 (the Common Area
Minimum Improvements). The Common Areas of the building include, but are not
necessarily limited to the lower level, the first floor and the rooftop. The Building
Minimum Improvements and the Common Area Minimum Improvements are
referred to collectively as the Minimum Improvements.
2.2. Timinq 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 , 2021 . The
Common Area Minimum Improvements will be completed no later than December 31 ,
2021 . 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
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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.
2.3. Plans for Construction of Minimum Improvements. Within six (6) months after the
date of this Agreement and provided that Developer purchases the Property, Developer
and Employers shall submit to City elevation drawings, building plans and specifications,
and related documents with respect to the Minimum Improvements to be constructed on
the Property (the Construction Plans). City shall promptly review all Construction Plans
submitted and approve or disapprove such Construction Plans. The Construction Plans
shall be in conformity with this Agreement and all applicable state and local laws and
regulations. All work with respect to the Minimum Improvements shall be in substantial
conformity with the Construction Plans approved by City.
2.4. Certificate of Completion. Promptly following the request of Developer and
Employers upon completion of the Minimum Improvements, City shall furnish Developer
and Employers with appropriate instruments so certifying. Such certification (the
Certificate of Completion) shall be in recordable form and shall be a conclusive
determination of the satisfaction or waiver and termination of Developer's and Employers'
agreements, covenants, and obligations in this Agreement with respect to the obligations
of Developer and Employers to construct the Minimum Improvements.
SECTION 3. CITY PARTICIPATION.
3.1 Economic DevelopmentGrants.
(1) For and in consideration of Developer's and Employers' 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 and Employers being and remaining in compliance with the terms of
this Agreement, to make nineteen (19) consecutive semi-annual payments (such
payments being referred to collectively as the Economic Development Grants) to
Developer on the following dates:
May 1 , 2021
November 1 , 2021 May 1 , 2022
November 1 , 2022 May 1 , 2023
November 1 , 2023 May 1 , 2024
November 1 , 2024 May 1 , 2025
November 1 , 2025 May 1 , 2026
November 1 , 2026 May 1 , 2027
November 1 , 2027 May 1 , 2028
November 1 , 2028 May 1 , 2029
November 1 , 2029 May 1 , 2030
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pursuant to lowa 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 lowa Code Section 403.19 (without regard to any averaging that may
otherwise be utilized under lowa 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 Minimum Improvements constructed by Developer
and Employers (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 International Business Machines Corporation above the assessment of
January 1 , 1967 (On such date the entire Property was assessed for$567,000.00).
The Developer Tax Increments 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 lowa 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 International Business Machines
Corporation and the assessed value of the Property other than the part of the
Property leased by International Business Machines Corporation on any
assessment date shall be allocated according to the percent that the part of the
Property leased by International Business Machines Corporation bears to the total
leasable space.
(2) To fund the Economic Development Grants, City shall certify to the County
prior to December 1 , 2019, and each year thereafter, its request for the available
Developer Tax Increments resulting from the assessments imposed by the County
as of January 1 of that year, to be collected by City as taxes are paid during the
following fiscal year and which shall thereafter be disbursed to Developer, on
November 1 and May 1 of that fiscal year, beginning on May 1 , 2021 .
(3) The Economic Development Grants shall be payable from and secured
solely and only by the Developer Tax Increments paid to City that, upon receipt,
shall be deposited and held in a special account created for such purpose and
designated as the Roshek Property, LLC TIF Account of City. City hereby
covenants and agrees to maintain its TIF ordinance in force during the term hereof
and to apply the incremental taxes collected in respect of the Minimum
Improvements and allocated to the Roshek Property, LLC TIF Account to pay the
Economic Development Grants, as and to the extent set forth in Section 3.2 hereof.
The Economic Development Grants shall not be payable in any manner by other
tax increments revenues, or by general taxation or from any other City funds. City
makes no representation with respect to the amounts that may be paid to
Developer or Employers as the Economic Development Grants in any one year
and under no circumstances shall City in any manner be liable to Developer or
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Employers so long as City timely applies the Developer Tax Increments actually
collected and held in the Roshek Property, LLC TIF Account (regardless of the
amounts thereo� to the payment of the Economic Development Grants to
Developer as and to the extent described in this Section.
(4) City shall be free to use any and all tax increment revenues collected in
respect of other properties within the Project Area and the remaining actual amount
of the property taxes paid by Developer to City, or any available Developer Tax
Increments resulting from the termination of the annual Economic Development
Grants under Section 3.2 hereof, for any purpose for which such tax increment
revenues may lawfully be used pursuant to the provisions of the Urban Renewal
Law, and City shall have no obligations to Developer with respect to the use
thereof.
(5) All of City's obligations under this Agreement, including but not limited to
City's obligation to pay the Economic Development Grants to Developer, shall be
subject to City having completed all hearings and other procedures required to
amend the Urban Renewal Plan to describe the Urban Renewal Project being
undertaken in accordance with thisAgreement.
3.2 City shall provide public call boxes and cameras on the most direct route between
the Parking Structure and the Property. The number and location of the public call boxes
and cameras shall be agreed upon between City and Employers and installed by City
prior to the opening of the Parking Structure.
3.3 Subject to City's review and consent, which consent shall not be unreasonably
withheld, City shall allow Employers access at its request to all City camera videos that
may provide video evidence of any event or action that includes Employers' employee(s)
or Employers' or employee(s) property. Employers shall use such video only for its own
purposes. Employers shall allow City access at its request to all Employers camera
videos that may provide evidence of any event or action on public spaces.
3.4 City will sponsor and support the Employers' applications for State of lowa
incentives including a Four Hundred Fifty Thousand Dollars ($450,000) forgivable loan
and Investment Tax Credits of Six Hundred Seventy-Five Thousand Dollars ($675,000),
Sales, Service and Use Tax Refund of Twenty-Seven Thousand Dollars ($27,000) and
260E Job Training Funds in the amount of Seven Hundred Thousand Dollars ($700,000).
3.5 This Agreement contingent upon Employers / Developer being awarded the City
and State tax incentives referred to in Section 3.4. If such incentives are not received the
Developer or Employers shall have the right to terminate this Agreement.
3.6 Other than the Economic Development Grants required by Section 3.1 , City shall
have no obligation to provide any other funds to Developer or Employer.
SECTION 4. NON-APPROPRIATION/ LIMITED SOURCE OF FUNDING.
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4.1 Non-Appropriation. Notwithstanding anything in this Agreement to the contrary,
the obligation of City to pay any installment of the Economic Development Grants from
the pledged tax increment revenues shall be an obligation limited to currently budgeted
funds, and not a general obligation or other indebtedness of City or a pledge of its full
faith and credit within the meaning of any constitutional or statutory debt limitation, and
shall be subject in all respects to the right of non-appropriation by the City Council of City
as provided in this Section. City may exercise its right of non-appropriation as to the
amount of the installments to be paid during any fiscal year during the term of this
Agreement without causing a termination of this Agreement. The right of non-
appropriation shall be exercised only by resolution affirmatively declaring City's election
to non-appropriate funds otherwise required to be paid in the next fiscal year under this
Agreement.
In the event the City Council of City elects to not appropriate sufficient funds in the budget
for any future fiscal year for the payment in full of the installments on the Economic
Development Grants due and payable in that future fiscal year, then City shall have no
further obligation to Developer or Employers for the payment of any installments due in
that future fiscal year which cannot be paid with the funds then appropriated for that
purpose.
4.2 The right of non-appropriation reserved to City in this Section is intended by the
parties, and shall be construed at all times, so as to ensure that City's obligation to pay
future installments on the Economic Development Grants shall not constitute a legal
indebtedness of City within the meaning of any applicable constitutional or statutory debt
limitation prior to the adoption of a budget which appropriates funds for the payment of
that installment or amount. In the event that any of the provisions of this Agreement are
determined by a court of competent jurisdiction to create, or result in the creation of, such
a legal indebtedness of City, the enforcement of the said provision shall be suspended,
and the Agreement shall at all times be construed and applied in such a manner as will
preserve the foregoing intent of the parties, and no event of default shall be deemed to
have occurred as a result thereof. If any provision of this Agreement or the application
thereof to any circumstance is so suspended, the suspension shall not affect other
provisions of this Agreement which can be given effect without the suspended provision,
and to this end the provisions of this Agreement are severable.
SECTION 5. COVENANTS OF DEVELOPER AND EMPLOYERS.
5.1 Job Creation. During the term of this Agreement, Employers shall comply with the
following employment-related covenants:
(1) On or after October 1 , 2019 C & B Employer shall create a minimum of 16
additional fulltime equivalent (FTE) employees in the City of Dubuque, lowa, prior
to December 31 , 2022, and shall maintain those jobs during the Term of this
Agreement. City and C & B Employer agree that C & B Employer has 706 FTE
employees in the City of Dubuque as of October 1 , 2019.
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(2) On or after October 1 , 2019 Heartland Employer shall create a minimum of
16 additional fulltime equivalent (FTE) employees in the City of Dubuque, lowa,
prior to December 31 , 2022, and shall maintain those jobs during the Term of this
Agreement. City and Heartland Employer agree that Heartland Employer has 438
FTE employees in the City of Dubuque as of October 1 , 2019.
(3) City and Employers agree that Employers, collectively have 1 ,144 FTE
employees in the City of Dubuque as of October 1 , 2019.
(4) FTE employees shall be calculated by adding fulltime and part-time
employees of Employers together using 2080 hours per year as an FTE employee.
(5) If Employers, collectively, fail to create and maintain the required 32 FTE
positions for any year during the Term of this Agreement after December 31 , 2022,
the semi-annual Economic Development Grants for such year under Section 3.1
shall be reduced by the percentage that the number of such positions bears to the
total number of positions required to be created and maintained by this Section
5.1 . (For example, if Employers, collectively, create 24 FTE employees, the semi-
annual Economic Development Grants to be paid for that year would be reduced
to 75°k (24/32 employees) of the Tax Increment Revenues received by City). The
reduction of the semi-annual Economic Development Grants shall be the City's
sole remedy for the failure of Employers to meet the job creation requirements of
this subsection 5.1(5). For purposes of this subsection there shall only be a
reduction in Economic Development Grants if the Employers, collectively, fail to
create and maintain the 32 additional FTE positions. If one of the Employers fails
to create and maintain its required number of additional FTE positions, but the
required collective number of additional FTE positions is maintained there shall be
no reduction in the Economic Development Grant.
5.2 Certification. To assist City in monitoring the performance of Employers
hereunder, as of October 1 , 2023, and again as of October 1 of each year thereafter
during the term of this Agreement, a duly authorized officer of Employers shall certify to
City in a form acceptable to City (a) the number of FTE positions employed by Employers
in Dubuque, lowa, and (b) to the effect that such officer has re-examined the terms and
provisions of this Agreement and that at the date of such certificate, and during the
preceding twelve (12) months, Employers are not or were not in default in the fulfillment
of any of the terms and conditions of this Agreement and that no Event of Default (or
event which, with the lapse of time or the giving of notice, or both, would become an
Event of Default) is occurring or has occurred as of the date of such certificate or during
such period, or if the signer is aware of any such default, event or Event of Default,
said officer shall disclose in such statement the nature thereof, its period of existence and
what action, if any, has been taken or is proposed to be taken with respect thereto. Such
certificate shall be provided not later than October 15, 2023 and by October 15 of each
year thereafter during the Term of thisAgreement.
5.3 Books and Records. During the term of this Agreement, Developer and Employers
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shall keep at all times and make available to City upon reasonable request proper books
of record and account in which full, true and correct entries will be made of all dealings
and transactions of or in relation to the business and affairs of Developer and Employers
in accordance with generally accepted accounting principles consistently applied
throughout the period involved, and Developer and Employers shall provide reasonable
protection against loss or damage to such books of record andaccount.
5.4 Real Propertv Taxes. From and after the Closing Date, Developer shall pay or
cause to be paid, when due, all real property taxes and assessments payable with respect
to all and any parts of the Property unless Developer's obligations have been assumed
by another person pursuant to the provisions of this Agreement.
5.5 No Other Exemptions. During the term of this Agreement, Developer and
Employers agree not to apply for any state or local property tax exemptions which are
available with respect to the Development Property or the Minimum Improvements
located thereon that may now be, or hereafter become, available under state law or city
ordinance during the term of this Agreement, including those that arise under lowa Code
Chapters 404 and 427, as amended.
5.6 Insurance Requirements.
(1) Upon completion of construction of the Minimum Improvements and up to
the Termination Date, Developer or Employers shall maintain, or cause to be
maintained, at their cost and expense all risk property insurance against loss
and/or damage to the Building (including the Minimum Improvements) under an
insurance policy written with the "special perils" form and in an amount not less
than the full insurable replacement value of the Building (including the Minimum
Improvements). Developer or Employers shall furnish to City proof of insurance in
the form of a certificate ofinsurance.
(2) The term "replacement value" shall mean the actual replacement cost of
the Building with Minimum Improvements (excluding foundation and excavation
costs and costs of underground flues, pipes, drains and other uninsurable items)
and equipment, and shall be reasonably determined from time to time at the
request of City, but not more frequently than once every three (3)years.
(3) Developer or Employers shall notify City immediately in the case ofdamage
exceeding $50,000 in amount to, or destruction of, the Building or Minimum
Improvements or any portion thereof resulting from fire or other casualty. Net
proceeds of any such insurance (Net Proceeds), shall be paid directly to Developer
or Employers as their interests may appear, and Developer or Employers shall
forthwith repair, reconstruct and restore the Building and Minimum Improvements
to substantially the same or an improved condition or value as they existed prior
to the event causing such damage and, to the extent necessary to accomplish
such repair, reconstruction and restoration, Developer or Employers shall apply
the Net Proceeds of any insurance relating to such damage received by Developer
13
or Employers to the payment or reimbursement of the costs thereof, subject,
however, to the terms of any mortgage encumbering title to the Property (as its
interests may appear). Developer or Employers shall complete the repair,
reconstruction and restoration of Building or Minimum Improvements whether or
not the Net Proceeds of insurance received by Developer or Employers for such
purposes are sufficient.
5.7 Preservation of Propertv. During the term of this Agreement, Developer and
Employers shall maintain, preserve and keep, or cause others to maintain, preserve and
keep, the Building and Minimum Improvements in good repair and working order, ordinary
wear and tear excepted, and from time to time shall make all necessary repairs,
replacements, renewals and additions.
5.8 Non-Discrimination. In carrying out the project, Developer and Employers shall not
discriminate against any employee or applicant for employment because of race, religion,
color, sex, sexual orientation, gender identity, national origin, age or disability.
5.9 Conflict of Interest. Developer and Employers agree that no member, officer or
employee of City, or its designees or agents, nor any consultant or member of the
governing body of City, and no other public official of City who exercises or has exercised
any functions or responsibilities with respect to the project during his or her tenure, or
who is in a position to participate in a decision-making process or gain insider information
with regard to the project, shall have any interest, direct or indirect, in any contract or
subcontract, or the proceeds thereof, for work to be performed in connection with the
project, or in any activity, or benefit therefrom, which is part of this project at any time
during or after such person's tenure. In connection with this obligation, Developer and
Employers shall have the right to rely upon the representations of any party with whom it
does business and shall not be obligated to perform any further examination into such
party's background.
5.10 Non-Transferabilitv. Until such time as the Minimum Improvements are complete,
this Agreement may not be assigned by Developer or Employers nor may the Property
be transferred by Developer or Employers to another party without the prior written
consent of City, which shall not be unreasonably withheld. Thereafter, Developer or
Employers shall have the right to assign this Agreement and upon assumption of the
Agreement by the assignee, Developer or Employers shall no longer be responsible for
its obligations under this Agreement. Notwithstanding the foregoing, City acknowledges
that Developer may transfer the Property to Employers, and City hereby consents to such
transfer to Employers. As it relates to City only, effective upon such transfer of the
Property from Developer to Employers, Developer shall be released from its obligations
to City hereunder and Employers hereby agree that it shall thereafter be deemed to be
Developer for all purposes of this Agreement and Employers hereby agree to assume all
obligations of Developer under this Agreement unless otherwise stated herein, and the
assignment agreement shall so provide.
5.11 No chanqe in Tax Classification. Developer and Employers agree that they will not
14
take any action to change, or otherwise allow, the classification of the Property for
property tax purposes to become other than commercial property and to be taxed as such
under lowa law.
5.12 Restrictions on Use. Developer and Employers agree for themselves, and their
successors and assigns, and every successor in interest to the Property or any part
thereof that they, and their respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as an office facility, is in full compliance with the Urban Renewal Plan)
(however, neither Developer nor Employers shall have any liability to City to the
extent that a successor in interest shall breach this covenant and City shall seek
enforcement of this covenant directly against the party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, gender identity, national origin, age or disability in the sale, lease,
rental, use or occupancy of the Property or any improvements erected or to be
erected thereon, or any part thereof (however, neither Developer nor Employers
shall have any liability to City to the extent that a successor in interest shall breach
this covenant and City shall seek enforcement of this covenant directly against the
party in breach ofsame).
5.13 Release and Indemnification Covenants.
(1) Developer and Employers release City and the governing body members,
officers, agents, servants and employees thereof(hereinafter, for purposes of this
Section, the Indemnified Parties) from and covenants and agree that the
Indemnified Parties shall not be liable for, and agree to indemnify, defend and hold
harmless the Indemnified Parties against any loss or damage to property or any
injury to or death of any person occurring at or about or resulting from any defect
in the Minimum Improvements.
(2) Except for any gross negligence, willful misrepresentation or any willful or
wanton misconduct or any unlawful act of the Indemnified Parties, Developer and
Employers agree to protect and defend the Indemnified Parties, now or forever,
and further agrees to hold the Indemnified Parties harmless, from any claim,
demand, suit, action or other proceedings whatsoever by any person or entity
whatsoever arising or purportedly arising from (1) any violation of any agreement
or condition of this Agreement (except with respect to any suit, action, demand or
other proceeding brought by Developer and Employers against City based on an
alleged breach of any representation, warranty or covenant of City under this
Agreement and/or to enforce its rights underthis Agreement); or(2)the acquisition,
construction, installation, ownership, and operation of the Minimum Improvements
or(3) the condition of the Property and any hazardous substance or environmental
contamination located in or on the Property, caused and occurring after Developer
is
or Employers take possession of the Property.
(3) The Indemnified Parties shall not be liable to Developer or Employers for
any damage or injury to the persons or property of Developer or Employers or its
officers, agents, servants or employees or any other person who may be on, in or
about the Minimum Improvements due to any act of negligence of any person,
other than any act of negligence on the part of any such Indemnified Party or its
officers, agents, servants oremployees.
(4) All covenants, stipulations, promises, agreements and obligations of City
contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of City, and not of any governing body member,
officer, agent, servant or employee of City in their individual capacitythereof.
(5) The provisions of this Section shall survive the termination of this
Agreement
5.14 Compliance with Laws. Developer and Employers shall comply with all laws, rules
and regulations relating to its businesses, other than laws, rules and regulations the
failure to comply with or the sanctions and penalties resulting therefrom, would not have
a material adverse effect on the business, property, operations, financial or otherwise, of
Developer.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES.
6.1 Events of Default Defined. The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure of the Developer to purchase the Property.
(2) Failure by Developer to pay or cause to be paid, before delinquency, all
real property taxes assessed with respect to the Property.
(3) Failure by Developer or Employers to cause the construction of the
Minimum Improvements to be commenced and completed pursuant to the terms,
conditions and limitations of thisAgreement.
(4) Transfer of any interest by Developer or Employers of the Property or the
Minimum Improvements, except to Employer, in violation of Section 5.9 of this
Agreement.
(5) Failure by Developer, Employers, or City to substantially observe or perform
any other material covenant, condition, obligation or agreement on its part to be
observed or performed under thisAgreement.
6.2 Remedies on Default bv Developer or Emplover. Whenever any Event of Default
referred to in Section 6.1 of this Agreement occurs and is continuing, City, as specified
i6
below, may take any one or more of the following actions after the giving of written notice
by City to Developer or Employers (and the holder of any mortgage encumbering any
interest in the Property of which City has been notified of in writing) of the Event of Default,
but only if the Event of Default has not been cured within sixty (60) days following such
notice, or if the Event of Default cannot be cured within sixty (60) days and Developer or
Employers do not provide assurances to City that the Event of Default will be cured as
soon as reasonably possiblethereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from the defaulting party, deemed adequate by City, that the defaulting
party will cure its default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City may withhold the Certificate of Completion; or
(4) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under thisAgreement.
6.3 No Remedv Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient.
6.4 No Implied Waiver. In the event any agreement contained in this Agreement should
be breached by any party and thereafter waived by any other party, such waiver shall be
limited to the particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
6.5 Aqreement to Pav Attornevs' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs
of litigation may be set by the court in the trial of such action or by the arbitrator, as the
case may be, or may be enforced in a separate action brought for that purpose. Such fees
and costs of litigation shall be in addition to any other relief that may be awarded.
6.6 Remedies on Default bv Citv. If City defaults in the performance of this Agreement,
Developer or Employers may take any action, including legal, equitable or administrative
action that may appear necessary or desirable to collect any payments due under this
Agreement, to recover expenses of Developer or Employers, or to enforce performance
i�
and observance of any obligation, agreement, or covenant of City under this Agreement.
Developer or Employers may suspend its performance under this Agreement until it
receives assurances from City, deemed adequate by Developer and Employers, that City
will cure its default and continue its performance under this Agreement.
SECTION 7. GENERAL TERMS AND PROVISIONS.
7.1 Notices and Demands. Whenever this Agreement requires or permits any notice
or written request by one party to another, it shall be deemed to have been properly given
if and when delivered in person or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid,
addressed asfollows:
If to C & B Employer: Cottingham & Butler, Inc.
Attn. David O. Becker, President and CEO
800 Main Street
Dubuque, IA 52001
Phone: 563-587-5103
With copy to: Mark J. Willging
890 Main Street, Suite 200
Dubuque, lA 52001
Phone: 563-556 4011
If to Heartland Employer: Heartland Financial USA, Inc.
Attn: Bruce K. Lee, President and CEO
1398 Central Avenue
Dubuque, lA 52001
Phone: 563-589-3397
With copy to: Mr. Michael J. Coyle
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, lA 52001
Phone: 563-587-4096
If to Developer: Roshek Property, LLC
Attn. Mr. Timothy L. Berns
800 Main Street
Dubuque, IA 52001
With copy to: Mr. Mark Willging
890 Main Street, Suite 200
Dubuque, IA 52001
Phone: 563-556-401 1
If to City: City Manager
is
50 W. 13th Street Oubuque, lowa 52001
Phone: 563-589-4110
Fax: 563-589-4149
With copy to: CityAttorney
City Hall
50 W. 13th Street
DubuquelA 52001
Or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
7.2 Bindinq Effect. This Agreement shall be binding upon and shall inure to the benefit
of City, Developer, and Empioyers and their respective successors andassigns.
7.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2030-
7.4 Execution bv Electronic Transmission. The parties agree that this Agreement may
be transmitted between them by facsimite machine or elechonic transmission. The parties
intend that the faxed or electronic transmission signatures constitute original signatures
and that a faxed or electronically transmitted Agreement containing the signatures
(original, faxed or electronically transmitted) of all the parties is binding on the parties.
7.5 Memorandum of Develooment Aareement. City shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit D in the
office of the Recorder of Dubuque County, lowa. Developer shall pay the costs for so
recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duty executed
in its name and behalf by its Mayor and attested to by its City Clerk and Developer
has caused this Agreement to be duly executed on or as of the first above written.
CITY OF DUBUQUE, IOWA ROSHEK PROPERTY, LLC
Developer
gy: gy ��.���
Roy D. Buol, Mayor Lynn H. Fuiler, President
19
ATTEST:
COTTING M & BUTLER, INC.
Employe
Kevin S. Fimstahl, City Clerk I l�
By: 6
David O. Becker, President & CEO
(Ciry Seal)
HEARTLAND FINANCIAL USA, INC.
Employer
� �
By � �
Bruce K. Lee, President and CEO
STATE OF IOWA �
� SS
COUNTY OF DUBUQUE �
On this day of 20 , before me the undersigned, a Notary
Pu61ic in and for the said County and State, personally appeared Roy D. Buol and Kevin
S. Fimstahl, to me personally known, who, being by me duly sworn, did say that they are
the Mayor and City Clerk, respectively, of the City of Dubuque, lowa, a municipal
corporation ezecuting the instrument to which this is attached; that the seal affixed herero
is the seal of said municipal corporation; that said instrument was signed and sealed on
behalf of the City of Dubuque, lowa, by authority of its City Council; and that said Mayor
and City Clerk acknowledged the execution of said instrument to be the voluntary act and
deed of said City, by it and by them voluntarily executed.
Notary Public
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of 20_, before me the undersigned, a Notary
Public in and for the State of lowa, personatly appeared Lynn H. Fuller, to me personally
known, who, being by me duly sworn, did say that he is the President of Roshek
Property, L�C, the Iowa organization executing the instrument to which this is attached
and that as said President of Roshek Property, LLC acknowledges the ezecution of said
�o
ATTEST:
COTTINGHAM & BUTLER, INC.
Employer
Kevin S. Fimstahl, City Clerk
By:
David O. Becker, President & CEO
(Ciry Seap
HEARTLAND FINANCIAL USA, INC.
Employer
By:
Bruce K. Lee, President and CEO
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE �
On this day of 20_, before me the undersigned, a Notary
Public in and for the said County and State, personally appeared Roy D. Buol and Kevin
S. Fimstahl, to me personally known, who, being by me duly swom, did say that they are
the Mayor and City Clerk, respectively, of the City of Dubuque, lowa, a municipal
wrporation executing the instrument to which this is attached; that the seal affixed hereto
is the seal of said municipal corporation; that said instrument was signed and sealed on
behalf of ihe Ciry of Dubuque, lowa, by authority of its City Council; and that said Mayor
and City Clerk acknowledged the execution of said instrument to be the voluntary act and
deed of said City, by it and by them voluntarily executed,
Notary Public
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
i
On this(��'tlay of ��(����'F2-i�j.�� 20J_j, before me the undersigned, a Notary
Public in and for the State of lowa, personally appeared Lynn H. Fuller, to me personally
known, who, being by me duly sworn, did say that he is the President of Roshek
Property, LLC, the lowa organization executing the instrument to which this is attached
and that as said President of Roshek Property, LLC acknowledges the execution of said
'o
instrument to be the vo�untary act and deed of said company, by it and by him, an
indivi�.��aJl, voluntarily �ecuted.
ii� �l"C��1 u, ( �
`Notary Public LL/
tn��s MICNAEl1. 00YlE
i�k" Comimsvon Number 5674
My Commisson Eepues
�pWP i 1
STATE OF IOWA )
) SS
COUNTY OFDUBUQUE )
On this`��day of � zx: C ,� � 20�before me the undersigned, a Notary
Public in and forthe St te of lowa, personally appeared David O. Becker, to me personally
known, who, being by me duly sworn, did say that he is the President & CEO of
Cottingham & Butler, Ina, the lowa organization executing the instrument to which this
is attached and that as said President & CEO of Cottingham & Butler, Inc. acknowledges
the execution of said instrument to 6e the voluntary act and deed of said company, by it
and by him, an individual, voluntarily executed.
� ` ���%�1�,���.�o`J
Notary Public �� �s�ks miCene� i. cor�e
i `�' Commission NumGei 5474
My Commisso��E+pues
ioWP �—�,i— 7!J
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
r
On this"��{iay of ' � �;i�,G�p�,�,; "' 20�q before me the undersigned, a Notary
Public in and for the S ate of lowa, personally appeared Bruce K. Lee, to me personally
known, who, being by me duly sworn, did say that he is the President and CEO of
Heartland Financial USA, Inc., a Delaware corporation executing the instrument to
which this is attached and that as said President and CEO of Heartland Financial USA,
Inc. acknowledges the execution of said instrument to be the voluntary act and deed of
said company, by it and b im, an individual, voluntarily executed.
, " .
� � , � ; , "
�ota Pu lic — �
. �vrs MICNAEL 1.COYLE
�' Commason Number 5a74
i� M S'.�mmis ign Er.pues
OWP
l�
LIST OF EXHIBITS
EXHIBITA CityAttorneyCertificate
EXHIBIT B Opinion of Developer Counsel
EXHIBIT C City Certificate
EXHIBIT D Memorandum of DevelopmentAgreement
EXHIBIT E Urban Renewal Plan
EXHIBIT F Opinion of Employers' Counsels
EXHIBIT G Revocable License and Grant of Easements
EXHIBIT H Parking Structure Location Options
EXHIBIT I Parking Service Application
23
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
24
B�,y w.Lmaan�,E:q. Dubuque
senioc cowsel THE CITY OF
S�ite 330,HacbocView Place �
300 Maiv Street ��L L ������
D�b�que,Iowa52001-6944
(563)583-4113 of5ce
(563)583-1040 fae �,y012
balesa�atvof�b�a�e.oce (�/IqStQY�'718CBOYl fh2l�lSSISSl�7l min�m��
Office Hours: 8:00 AM—5:00 PM,T-W-1fi
8:00 AM—12:00 PM,F
(DATE)
Roshek Property, LLC Cottingham & Butler, Inc.
Mr. Timothy L. Berns, David O. Becker, President & CEO
800 Main Street 800 Main Street
Dubuque, lowa 52001 Dubuque, lowa 52001
Heartland Financial USA, Inc.
RE: Development Agreement By And Among The City Of Dubuque, Roshek
Property, LLC, Cottingham & Butler, Inc., And Heartland Financial USA, Inc.
Dear
I have acted as counsel for the City of Dubuque, lowa, in connection with the execution
and delivery of a certain Development Agreement between Roshek Property, LLC,
Cottingham & Butler, Inc., Heartland Financial USA, Inc., and the City of Dubuque, lowa
(City) dated for reference purposes the_ day of , 20_
The City has duly obtained all necessary approvals and consents for its execution,
delivery and performance of this Agreement and has full power and authority to execute,
deliver and perform its obligations under this Agreement, and to the best of my
knowledge, the representations of the City Manager in his letter dated the _ day of
, 20_, are correct.
Very sincerely,
Barry A. Lindahl, Esq.
Senior Counsel
BAL:tIs
25
EXHIBIT B
OPINION OF DEVELOPER'S COUNSEL
z6
Mayor and City Councilmembers
City Hall
13�h and Central Avenue
Dubuque IA 52001
Re: Development Agreement By And Among the City Of Dubuque, Roshek
Property, LLC, Cottingham & Butler, Inc., And Heartland Financial USA, Inc.
Dear Mayor and City Councilmembers:
We have acted as counsel for (Roshek Property, LLC) ( Cottingham & Butler, Inc.)
(Heartland Financial USA, Inc.), in connection with the execution and delivery of a certain
Development Agreement (Development Agreement) between Roshek Property, LLC,
Developer and the City of Dubuque, lowa ("City") dated for reference purposes the _
day of , 20_.
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1 . Developer is a limited liability company organized and existing under the
laws of the State of lowa and has full power and authority to execute, deliver and perform
in full Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting creditors' rights generally.
2. To the actual knowledge with no duty to inquire, the execution, delivery and
performance by Developer of the Development Agreement and the carrying out of the
terms thereof, will not result in violation of any provision of, or in default under, the
Certificate of Organization and Operating Agreement of Developer, any indenture,
mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule,
regulation or restriction to which Developer is a party or by which Developer's property is
bound or subject.
3. To the actual knowledge with no duty to inquire, there are no actions, suits
or proceedings pending or threatened against or affecting Developer in any court or
before any arbitrator or before or by any governmental body in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the business
(present or prospective), financial position or results of operations of Developer or which
in any manner raises any questions affecting the validity of the Agreement or the
z�
Developer's ability to perform Developer's obligations thereunder.
Very truly yours,
28
EXHIBIT C
CITY CERTIFICATE
z9
�lIbUC�Ue City Manager's Office
THE CTTY OF � City Hall
50 West 13r�Street
DT T� � NI-M16�iC2Ci�V Dubuque,Iowa 520014864
U � � � � � � (563)589-4110 office
(563)589-4149 fax
ctymgxC�3cityofdubuque.org
Masterpiece on tlie Mississippi zoiz
(DATE)
Roshek Property, LLC Cottingham & Butler, Inc.
Mr. Timothy L. Berns, David O. Becker, President & CEO
800 Main Street 800 Main Street
Dubuque, lowa 52001 Dubuque, lowa 52001
Heartland Financial USA, Inc.
RE: Development Agreement By And Among The City Of Dubuque, Roshek
Property, LLC, Cottingham & Butler, Inc., And Heartland Financial USA, Inc.
Dear �
I am the City Manager of the City of Dubuque, lowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement by and
among the City of Dubuque (City), Roshek Property, LLC (Developer), and Cottingham &
Butler, Inc. and Heartland Financial USA, Inc. (Employers), dated for reference purposes
the_ day of , 20_
On behalf of the City of Dubuque, I hereby represent and warrant to Developer and
Employers that:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer and Employers at time of
closing confirming the representation contained herein.
(2) City shall exercise its best efforts to cooperate with Developer and
Employers in the development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
30
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of
whatever nature to which City is now a party or by which it or its property is bound,
or constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now or before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies,
the cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re-align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against
the Property, except as follows:
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing
Date.
Sincerely,
Michael C. Van Milligen
City Manager
MCVM:jh
31
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
32
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, lowa (City),
Roshek Property, LLC ("Developer"), and Cottingham & Butler, Inc. ("C & B Employer") and
Heartland Financial USA, Inc. ("Heartland Employer") (collectively referred to as
"Employers"), was made regarding the following described premises:
A parcel of land marked "Public Square" on the United States
Commissioners' Plat of the Survey of the Town of Dubuque, lowa, and
numbered as lots 141 , 142 and 143a; AND, City Lots 143, 144 and 145;
in the City of Dubuque, lowa, according to the Plat thereof in Book of
Plats #34, page 353, records of Dubuque County, lowa, also described
as: Part of the United States Commissioners' Government Plat of the
Original Town, now City of Dubuque, in Dubuque County, lowa,
described as follows: Beginning in 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 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 Eighth Street and the
West line of 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, in the City of
Dubuque, lowa, according to the Plat thereof recorded as Instrument
No. 1798-77, records of Dubuque County, lowa (Known locally as The
Roshek Building);
The Development Agreement is dated for reference purposes the day of
, 2019, and contains covenants, conditions, and restrictions concerning the
33
sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of
the Development Agreement, together with any amendments thereto, is in the possession
of the City of Dubuque and may be examined at its offices as above provided.
Dated this_ day of , 2019.
CITY OF DUBUQUE, IOWA ROSHEK PROPERTY, LLC
Developer
By By:
Roy D. Buol, Mayor Timothy L. Burns
Printed Title
ATTEST:
COTTINGHAM & BUTLER, WC.
C&B Employer
Kevin S. Firnstahl, City Clerk
By:
David O. Becker, President & CEO
(City Seal)
HEARTLAND FINANCIAL USA, WC.
Heartland Employer
By:
Printed Name
34
STATE OF IOWA )
) SS
COUNTY OFDUBUQUE )
On this day of 20_, before me the undersigned, a Notary
Public in and for the said County and State, personally appeared Roy D. Buol and Kevin
S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are
the Mayor and City Clerk, respectively, of the City of Dubuque, lowa, a municipal
corporation executing the instrument to which this is attached; that the seal affixed hereto
is the seal of said municipal corporation; that said instrument was signed and sealed on
behalf of the City of Dubuque, lowa, by authority of its City Council; and that said Mayor
and City Clerk acknowledged the execution of said instrument to be the voluntary act and
deed of said City, by it and by them voluntarily executed.
Notary Public
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of 20 , before me the undersigned, a Notary
Public in and for the State of lowa, personally appeared , to me
personally known, who, being by me duly sworn, did say that he is the
of Roshek Property, LLC, the lowa organization executing the
instrument to which this is attached and that as said of Roshek Property,
LLC acknowledges the execution of said instrument to be the voluntary act and deed of
said company, by it and by him, an individual, voluntarily executed.
Notary Public
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
On this day of 20_, before me the undersigned, a Notary
Public in and forthe State of lowa, personally appeared David O. Becker, to me personally
known, who, being by me duly sworn, did say that he is the President & CEO of
Cottingham & Butler, Inc., the lowa organization executing the instrument to which this
is attached and that as said President & CEO of Cottingham & Butler, Inc. acknowledges
the execution of said instrument to be the voluntary act and deed of said company, by it
and by him, an individual, voluntarily executed.
35
Notary Public
STATE OF IOWA )
) SS
COUNTY OFDUBUQUE )
On this day of 20 , before me the undersigned, a Notary
Public in and for the State of lowa, personally appeared , to me
personally known, who, being by me duly sworn, did say that he is the
of Heartland Financial USA, Inc., the
executing the instrument to which this is attached and that as said of
Heartland Financial USA, Inc. acknowledges the execution of said instrument to be the
voluntary act and deed of said company, by it and by him, an individual, voluntarily
executed.
Notary Public
36
EXHIBIT E
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13th Street, Dubuque, IA 52001 )
37
EXHIBIT F
OPINION OF EMPLOYERS' COUNSELS
38
Mayor and City Councilmembers
City Hall
13�h and Central Avenue
Dubuque IA 52001
RE: Development Agreement By And Among The City Of Dubuque, Roshek
Property, LLC, Cottingham & Butler, Inc., And Heartland Financial USA, Inc.
Dear Mayor and City Councilmembers:
We have acted as counsel for (Cottingham & Butler, Inc.)(Heartland Financial
USA, Inc.) ("Employer") in connection with the execution and delivery of a certain
Development Agreement (Development Agreement) between Roshek Property, LLC
("Developer"), Cottingham & Butler, Inc. and Heartland Financial USA, Inc. ("Employers"),
and the City of Dubuque, lowa ("City") dated for reference purposes the _ day of
, 20_
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1 . Employer is a corporation organized and existing under the laws of the State
of lowa and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Employer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Employer enforceable in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting creditors' rights generally.
2. To our actual knowledge with no duty to inquire, the execution, delivery and
performance by Employer of the Development Agreement and the carrying out of the
terms thereof, will not result in violation of any provision of, or in default under, the articles
of incorporation and bylaws of Employer, any indenture, mortgage, deed of trust,
indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction
to which Employer is a party or by which Employer's property is bound or subject.
3. To our actual knowledge with no duty to inquire, there are no actions, suits
or proceedings pending or threatened against or affecting Employer in any court or before
any arbitrator or before or by any governmental body in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the business
(present or prospective), financial position or results of operations of Employer or which
in any manner raises any questions affecting the validity of the Agreement or the
39
Employer's ability to perform Employer's obligations thereunder.
This opinion is rendered for the sole benefit of the City of Dubuque and no other
party may rely on this opinion.
This opinion is rendered and valid as of the date of this letter and we have no duty
to update this opinion for any matters which come to our knowledge after the date of this
letter.
Very truly yours,
40
EXHIBIT G
REVOCABLE LICENSE AND GRANT OF EASEMENTS
41
Prcparcd b}c Gus Psiliovos.C.iri�Ei�inecr.��ih�of Du6uGuz.50�6%. 13°i Strcct.Du6uqua,I.A 52001 i�ti3 SR9-1270j
R:�iim In: l�iic Psihny�+s,Cily T[rigirieer,Cily nf nii6uque,SO U%. 13�'Sireet,Dubuqiie,IA$2001 (Sfii 9R9-J270)
REVOCABLE LICENSE
AU'1'HOI21Z1'Y[:ROSHEK 1'I20PEH'1'1', LLC
TO CO�'STRUCT A\D nIAINTAI�'CERTAIN IDLPRO��'E�'IENTS
On Pi:RI,iC RiGHT-OF-�V,\l'
Scution 1. Roshck Proporty, i,i,C, an Io�iu limilcd liubilily company, as ihc o��nor of thc
prcmisos (Licanscc), lcnown as "fho Roshck Building, 700 Locust Stract, in lluUuquc, lo«�a aud lcgally
described as:
A parcel of laud �uarked "Yublic Square' on the United States
Conunissioners' Plat of the Survey of the To�rn of Dubuque, Io�va. and
numhcrcd as lots 141, 142 and 143a; ANI),Ciri� �,ots 143, 144 and 145;
iu the City of llubuque, lo�va, accordiug to the Plat thereof in 13ook of
Plats �-34, page 3�3, records of Dubuque County, Ioiva, also described
as: Part of thc iJnitcd Statcs Commissioncrs' Ciovcrnmcnt Plat of thc
(_)ri�ival 'I'o���n, now� C'ity' of llubuquc, in lluUuquc C'ouuh-, Iow�a,
desa-ibed as f��llo�vs: Beginniuo iu the Suuthuesterlv corner of Lot ld 1,
originally dcsignatc;d :�s lhc�Soulhwcslcrl�� Corncr of lhc "Public
Squarc",bcing also thc intcrscction ot thc�:ast linc of Locust Strcct and
the Noitli line of West Seveutl� Street Uience North 22 deorees, 30
minutes West alone the East line of Locust Street to the North�vesterh
Corncr of I,ot 1 d5, bcing also thc intcrscction of thc F;ast linc of I,ocust
Street aud the Southerl� line of riglrth Street; thence Northeasterlv
along the Nortl�erl}- liue of�Lot ld5 to tlie Noitl�easterly cariier of Lot
145, bcing also thc intcrscction of thc South linc of F,ighth Strcct and
thc Wcst linc of 'I'l�irri� Foot allcv East of Locust Strcct; tlicucc
Southeasterly along the West line of said Tkiirty Foot alley to tlie
SoulhcasL�:rly Corncr of Lot 141, ori�inally dcsignau;d as thc
Southcastcrly C'orncr oY thc"Yublic Squard',bcing also thc intcrscction
of tlie �vest line oY tl�e 'fliii�tr Foot allev and the Nortli liue of West
Scvcnth Strccl; lhcncc South 67 dcgrocs 30 minulcs Wctil lo lhc poinl of
bcginning, in thc Cih� of I)ubuque. lowa. according to thc Plat thcrcof
recorded as lnstrument No. 1798-77, records of llubuque Counh.Io�va;
1
42
Qiorcinaftcrthc "Roshck B�ilding'�,
be and ia he�by granteA n Revocnble Licenae nnd authoriry to constmct nnd maintain the improve�nenffi,
including:
'fwo Aaiscd Ylantc�s;
Monumcnt Sign;
EiSfil Slandnlone Plnnlere;
��zlvz Refrnc[able Awnings;
Pump Test Connection;
P'iro Alarm;
Auta Sprinklcr Hnokup;
4" Capped Pipe;
Gnase HoodiExhnust Fan;
Aircanditioning Candensers;
F,luohic Mctor;
Kuy Rox on Alloy R'all;
1" Conduil for Gwund(o Genernlor.
1" Exhauat Drain_
1" Generator Eshaust;
llowuspout;and
Firo Dupaitmcnt sprinklcr.
(wlledivzly the"Enewachmenle")undec lhe lenns' nnd wnditions sel Corth in lhis' Licenee.
tioctinn 2. 'Ihc permission horoin granG;d is cxpressly conditioncd on I.iconscNs agrou�nont
t4:
n. Acsumz any emd ull linbilily 1'or �iuungze lo percons or pioperly which may reeult ltom lhe
cxisG;neq looation, installacinn, oonatmction or maintonance ofsaid Rncroaohmcnts;
b. 1'rocure aud maintain in forx during the tenn oftliis License a policy okliablliTy uisi�rance as
aet forth in the nttnched Ineu�mroe Schedule_
a Pay on hehulf of the CiLy of Dubuyue, ull aumti which Lhe City of Dubugue ahull berome
obligaG;d to pay by roason of tlio liabilit}'��upwcd upon tls CiN of llubuquc for da�nagcs of
anY kind raaulting from Gio looation, installation, oxistenec, eonsmiotion or maintenanec of
caid P;noroachmcntc snctaincd by anp pcison or po�xons, causcd bV accidcnt or othcil3�iac to
defend at its own espanse and on bahalf of said City any clavn against ihe City of Dubuque
a�ising out o{}��e locatioq
2
43
ins[allation, esistence, cons[mc[ion or mainten:mce of Encroachmenla and to pay reaaonnble
nLLomey fees LheaCor:and
S. [ndcmnily, dcfcnd end hold thc Ci�y of Dubuyuc Gc� xnd harmlcss I}om any xnd nll claims,
bss,li¢bility tmd capaisc for dcath eud/or uyiuics to tliird persons or dtunag�s to propmty of
Lhird pernons, or for dumage ur any property of the CiLy of Dubuyue which may ocwr as n
resuLt of or iu cmmcotion with thc location, inetallatioq esistrnoc,ooastmcdoq mxintcnanec
and i'epair ofEncroacY�menta.
e. eluy special couditions as set Yorth}br ihis License as identi}�zd: .
Szclicm 3. Tt�e EncrouchmenLv chnll be maiulnined in nccurt3unce with all upplicttble s'lule imd
faL;rxl Imvn end regulations, and lhc Ordinnnccs of Oic CiLy of Dubuyuu.
Scetion 4. Tho pmmission hercin giantcd is ckpresslV conditioncd upon i.icwiaca'a furthcr
agreement that should the right and privilege herein grantzd be ascindzd or recoked by ihe Citp�M1auagei',
Licensu, or il� succeasors in interest, shull �vithin te�� QO)days zHzr receipt o{w���rien notice from the
City blenager,so to dq¢t its own capen,vc,removc said Enoroacluneuts at Liocnsec's expense nnd disposc
ofthe same, and Licensee shall have no claim agai�ut the City or its ofHcers, agenlx, or employees Yor
t3mnn�es rzeullingl['om there�novnl ufsuid Cncmuchments.
Sacti�m >. i.icensea cn��enanLs und ugraes Lhal Lhe Ravocabin i.icanne herein grunled does not
oonstituta an approcel of thc dcaign, crcction, looation, wnsimction, ropaic or mainl7ivico of eaid
E¢cxottchments mid Licensee hereby covzuunls ttnd a�'eze nol to nseert such clnim or dzlens'e agaiusl lhe
Ciry of Dubuquc in thc cvcnt nf olaim asacrG;d for death,personal injurics and/or property damagc againet
Licensu uisiug out of or in vi}'way eomiected with tlia location,iustallation,constmctiou,design,repau'
und mxinlananca of tlie IIncroachmnnle.
Szalicm 6. 11iis Revocnble Licrnse shttll become elleclive and lhz ri�ls hereunde�nwrue la
Licensu when this License has been approveA by ihe City Coimcil and ihe izm�s and conditions therzof
ncceptzd by Licenaez by accepinnce endorszd on this License.
Szclicm 7. The Cily Clerk is' nulhorizecl mid direcle� la lile al Licensee'c zspense u capy oC
Ihie i.icrnec in Lhc OOicc oCthc Rccordcr in end for Dubuquc County, iowa.
9cetion R. IowaOne-Call rcgisnation may bc rcquirodbythc Codc of Iowa. Whan applicablc
Licensu shall submit documentatiou to thz Ciry r'.uginaer of lowa One-Call registrariou membership.
9i�edthis dayof ,2019.
Roy D. i3ual.Muyor
3
44
Attest:
Kcvin S. Firnstahl. CiiV Clcrk
State of Io�va )
)��'
County of Thibuque )
On lhis da��of ,2019,belore me, the underslgned,a Nolur� Piiblie[n tmd lor
Lhc Stat�;oflowa,�crsunally���curcd Ro�'D. T3uol xnd Kc�in S. rimslxhl,lo mo�crsonally kno�tin,�1�ho,
Ucing Uy mo dulv s�vom, did sa�� that thcy arc tho �4a��or and City° Clcrk, respcctivcly, of thc Cit�� of
Dubuyue. Iowa,a municipal co�porulion. ilial ihe seal xllised to the loregoing insirument is the cotporale
seal of lhe corpur�tion, �nd lhal lhe inslrumenl was sigiad and szuled on beheilf of lhe corporalion, Uv
authoritv of its Citp Council on thc dav of .2019,and Rov D. Ruol and Kcvin S.
Pi�Y�stalil ackno«�ledged thz execirtion of the instnimznt to be their�-oluntary act mid deed.
Notxry Public in tuid Ior said State
a
45
ACCEPTAYCE OF TERMS AnD CONDITIOn50F LICEN6E
The undertii e�me� heing duly auLhorized Lo execute this AccepWnce on behul f of Roshek Pr<�eriy_
i.i,C, and huving raud und being Cwnilinr wilh Lhe Leims and cunditionx of the Ravocable i,icnnsa, for
itsalf,iLs succcssorx oraysigns,ncccpLv Lhc samrend egrccs d�hc bound by Lhc Lunns xnd conditione hcrcin
contaiuzd.
ROSHEK PROPERTY, LLC, LICENSEE:
Signature
By:
Ti[le:
DxLcd: � 2079
SiQnamra roquiroe no[ary
ALL PURP06E ACKNO�VLEDCMEYT
STaTEOFIOWA )
COiINTV OR DIJRUQLF, J
On this day of ,201), bcfnra mq thc undcixignad,a Notary Public in and
for said State,personally appeared ,to ma personally laiowq and aclmowledgad
to mz tha[he eszcirted the same in his au[horized capaciry, and that by his signatme on the ins[mment the
person a�ked,esecuted[he inetrument.
(No�nrySenp (sign in inki
(V�i��Vlric�mmcl
Nntnp•A�blicli�xndlorSlx�ea(Inwx
CAYACI'PY CI,AIMN,U BY SIf;�'N12
IVUIVIUUAI,
XX CORPORATE OFFIOER(S) cr�n�)
(CORP SEAL)
APPIXCD
XX NOSP_4i.PROCIJRP.D
PAR'fNF,B(ti) I.Ib1I'IISU (ih'VP:RAI,
A'I'I'OKNF;Y-IN-YAC'I'
7'RU8'ft�F,(S)
GU9RDIAV/CONSER�ATOR
OTIIER
tiIGNP:It Iti RP:NKR.SX:N'PNG:
hamc of Yc�son(s)or EntitV(�cs): —Koehck Yroperty, LLO
5
46
EXHIBIT "A"
=ov navrx nei�xc ou �r�nca o• �.�w r�nw<m �euc sa�xr ox �u�no s,�.s
q]V459.Y1ER5'RAi C{'Sl.p\(Y Q� MF ib/.N Of IX9VOLE� ION.\ .4p N.VBFAEO AS Wl$ 111.
I�P.NJ '{M M10 GT L019 113, IH MO ly; W ME dT'Of 4U9XNE. IW/. J�CCqt}�p T0
I4L RAI 1HflSCF IN BJlM Of ttA15 �3<. PKS JU, PECqSS 4f ttIOJCIIE CO.H"V. UYI,I
t l�q R�� A�r.�•v,-:1 R�5;�;"�e^:v
VIESS 0M 5� A��_'� J��_eE
��.� µ'°V • -
- /' NF Y�r.�nv`.'. ..
�1A
\�� rr`lVia�<�s��,
A -
.t Cltt L0� �a5 �
u'
awc rrtn y'� r u.o� r. r�
i�
i � ' ' r�
� �
�.
CIIY LO' 1H / � ,p
�!' n�•
\ �-'� _a. m ....
�` an LOi 143
1
� GIY IDT '43n �
r � m anwiw
� y �\/ai'i:�a �� � '4m w.�x'in r':w'�.� f1
I � �� \ _
°'+. ' 1 cnv �or -nz
�o
Sa wwaa.�
c 20' �n' ao'
,` _ ,
,�,���
�CALE IN F;F I �; nry ini �n """`" �� �
1 �0 �' _
// /'
l_�c'.L'�U ���?�:,✓"`" , s.
i , �
�;�:�.��w�.�s '� �.
/.. e RpW'
_—_—ensw'� u.. ^`P�i..�'�/'�.�t16
. M:,1�IM ` �.IT{�
�;';°"` '�„ '"` I�E�ING
x� i.c.
5K a!la ��, fi[.�a.pNux �o ..r s
�� �n..nv. o ..i.�u � unun �ie� �
i�/�. '..., o...,Pr_. _ . _ — —
�.oi�u. /ia �-
—_ i:
� `HEET 1 OP 1
47
Yrepared b}�and Keturn to:h7ark J.W'illging,890�7ain St.,SuiL;200,llubuquc,lA 5?OU L(�63)5s6-1U 11
1'axpayer:Roshzk Yropert}�,LLC,�OU hlain SL.llubuque,IA 52U01
r.u���nT or r,,�sr,vrrNTs
TIIIS GRA\'T OP��S�I�I�NTS("A�eemenC')is niade and entered uilo as ofthe da��
of . 2019. bv and bcturocn Roshck Property. IJ,C, an Iowa limitod liability
compun.v("Roshek")and the Cit���f DuUue�ue,Iou a("City").Gach oY'tl�e forego�ig�na`�be refen�d
to herein,individuully ys a"pcirly'and collectively,�.ti thz"parlies".
RT.C'IT.4I,ti
�'�. IZoshak is the o���i�-of a tract of lacid kiiown commonly as thz Rosl�ek Buildu�g 3nd legally
describcd as:
A parcel of land marked "Public Square" on the United States
Commissioncrs' Plat of thc Suivcv of thc To�vn of i)ubuquc, Iorva, and
numbered as lots 141, 142 a�xi 1�3a;ANll, Citv Lots 143, 14a and 145; in
the Cih- of Dubuque, Io�va, according to the Plat thereof in Book of Plats
t34,pagc 3>3,records of lluhuquc C'ount��.Iowa,also descrihed as: Yart of
the United States Conunissiouers' Go�-ernment Plat of the Original Town,
no�� City of Dubuyue, in Dubuyue Counl}, Io�3a, deacribed as 1'ollo�vs:
]3eginnino in the Soutlnvesterlp comer of Lot 1�41, o�iginalh�designated as
the South�vesterly Corner uf the"Public Square".beiug also the intersection
of lhe l;asl line afLocust Sineel and Lhe North line of Wesl Sevenlh fiLreeC
thence Noith 22 eleerees, 30 miuutes West alone the East line of Locust
Slreel lo the Nortlnvesterlv Comer ofT,ol 145, being altio lhe inlerseclion of
thc Fast linc of T.ocust Strcct and thc Southcrlv linc of Eighth Strcct;thcncc
Norlheaslerh along ihe NorUierly line of Lol 1�4� to the Norll�easterh
corncr of T,ot 1�}5, bcing also thc inlcracclion of thc South linc of P,ighlh
Strcct and thc Wcst linc of'l�hirt��N'oot allcv East of Locust Strcct; thcncc
Soulheaslerly �long ihe Wesl line of said Thirl� Pool alley lo lhe
Southcastcrh-Conicr of I,ot 1�11, originalh-dcsignatcd as thc Southcastcrlv
Comer of the "Public Square", being also the intersectiou of tl�e �n-est line
of ihc Thirly Pool allcv and Lhc Norlh linc of Wcsl Scvcnlh Sircct; ihcncc
South G7 dcgrcce 30 minutes Wcst to the point of beginning, in tl�c Citu of
Dubuque, Iowa, according to the Plat thereof recorded as Instnunent No.
48
1798-77, rccords of lluhuquc C'ount��, lowa;
(hercinaftcrrcfeircd to a5 ihc 'Roshek Parucl").
B. The Roshek Parcel is�djacent to City righl of�cu� areu in n�mlerous are��s;
C, h;ahibit ��, attached hereto and bv this raferance incoiporatzd l�erein, depicts numerous
anoroachments upon�he Cit��ri�ht oC���uy urea(collactively Lhd"Roshek P,ncroachments");and
D. Citv dasirzs to grant to Rosl�ak a pe�pahial easement for the Roshek Encroachcnents.
THEREFORE, in considaration of the �nuhial teiYns aud conditions lierain and in a
Development At,�'eement beh�een lhe pariies relaled lo tha Roshek Pan�el, lhe pariies a�ee as
follo�as:
L Cily hereby �anis lo Roshek. and ils successors and assigns in o�vnership oI�A�e Roshek
Yarccl,a pc�potual casoincnt for tlic Roshek E��croaal�mcnts.
2. Roshek and its succzssors and �ssi�is shall defend, hold huYnless and uide�mrif��Aie City
Irom aud xgauisl�my liabililies,claims,damages or causes of xclion vi�uiy way relaled W Qie Roshek
P,ncro<u;hments,inuluding reusonable ullomey's fees and cosLs incuired due lo such cluims.
�I�emaireder of'page i�etentio�anlly lef't binnk;Signnnsres to.foltow�
2
49
SIGNA'1'CAE PAGE
OF
CI7'Y OF DtiBUQUE
C.[T}'pF DUBCQCE, [Oli'A
13v
name:
Titic:
A77'ES'C'
Bv.
Kevin S.Pfmvinhl;Cfly Ckrk
5TATFAFIOWA )
)S5.
COiJNTY OP DiJI3CiQUII )
On this day of ,2019,bcforc mc.a Nolaq�Public in and for thc
Stata of fowa,personallp appaaad fZo}�ll. Buol and liarin S. P�imstahl,to ma personally laiown,
who bcing by mc dulY swo�n diA saytha[thay em iho meyor and city dcrk ofihu City of Dubuquc,
Iuwn,nnd lLal cnid iush�umenl wns aie,l�ed un LeLnICuC Ilrc City uf DuLuyue, Iu�cn Ly nullw�ily uC
its Citv Coimcil and Roy D. i3uol and }:cvin S. PimsWhl acknowl dgcd Ihc csa;ulion of said
insinmiant to ba tlia voluntary act and daad of tha City of llubuque. Lowa, by it voluntarily
osecutcd.
Notary Public in and for State oflowa
50
SIGNATtiRE PACE
ON'
ROSHE6PROPERTY,LLC
In WITNCSS N7ICR60I�',lhia Agreement hne bzzn zxzcuted ns ofthe dny and yenr fiisl
abova wriLlen.
R051IEK PROPL�RTP. LLC
�i�:
Nune:
Tille�
s�rn�r�oriow� �
)5 S.
COUT'1'Y UP'llUBUQUE )
On thix day of , 2019, bcPoro mq a Notary Publio in and for thc
Statz of lowa,personally appaared ,to me personally Irno�v�i,who bzing b}'me
dulyswomdidsnythatheisthe ofRoshekPmpzrty,LLC,thnteaidinshi�ment
was sigimd on bcl�alk ok said emnpviy b}'nuthoriTy of its mmubcis and tlia said
aclmowledged lhe esecution of said instrument to bz his volwrta�y ac[and deed.
Notary Yublio in anA for Sffitc of Lowa
a
51
EXHIBIT "A"
FM ROSHIX BIILL➢INC[N A PMfII OF LV10 NMMm 'PIIBIIC SWME� CN 1HE IINIh➢ SiAlES
���,µ,m�� CqAMI551IXiR5' RAT Cf AIP�EY Li TIE IOMN CF YL91WE IOWN, NHO XIIMBFAm AS L015111.
m6F1111'IIXE »� �u^� �tltt 1015 14], IM�HO 1Ak IN TIE Cltt OF�IIBUWE.IOWA ACWNpN6 RI
\ / TIE Mi TIERECf IN Wq( �PL�� �.lA VA(£]5], REOTOS C£WBIIWE Cq1NIT, IOWP.
/
oos aA' DETAIL P� wP^��= °amiun�ra m�a m OETNIL
(aw' '� NO—SCALE 6g NO—SCRLE
�,� � ��Hi � warunuxe
�µ (oxS
.qEs� e� ,,� / "f� /� °am°�y
� i �,,..
� � �•, ��
i `� e•��
/"' ` v
��d" z ow.�.A�
xc=�ze P FxcvoaLxcs ii.w µTM xwwcxEs rs.s
CITY LOT 145
�ETAIL
NO-SCALE
ensu.�u xr wnu crs r.ci[i+s.aircs'mm aawAos �� \\`
� cns �. V (uM
CITY LOT 144 r RPE pQ //[[,
mnXB�nX iJ /�aw
wos / '
.i•\ p9JINXC 6Q 1D
iP�E111Y11NE
CITY LOT 143
f� �
CITY LOT 143a
N` onrN[s en
N��' ammxe wxc
M � '
�- uxovr exceoec excaoecrves es
% �\ � CITY LOT M2
yo ` NwoM'rv[s z.�
t `� aw.Ao
0 20� 40� SO' ''� a .a ��ox w.�.
W`�, ,.5
SCALE IN FEET �� � °`�E�F���* .—
1" = 40' � cilv �or iai
\ A�\ `5 nzs
\ 5 � ::
LEGEND \ � -��Ww� '
�� ��....«
a:wpil oHl
___- aP. uxc ��.c-��. — �*� / ��5 `by 0.
M 5�
�°`a°e'a", \ ""5`� t$UESI�NG
� �,�"��.���awE�. \
� a�.,�a aa�� ��� ,,, �
ae,��,
� �,�. �6 a� oera� oA.� a.: ��
n�T) NO-SCALE surte[roaie n-oa-xo�s
wmuns ue rvw P�or onic: iv�ehs
morun u�
owc. uo. iax�e-oi
SHEET 1 OF 1
52
EXHIBIT H
POTENTIAL PUBLIC PARKING AREAS
53
. . y'��,�w Atl`tlye . � � .
� . y= . '..-�
4 - m T '
�3'�d� MILlST f I
�eamo z _ er _ � "
.. s_a'o`W' � .. _
Jx
M�<[al n � ^
� • . ,w t ��o '
� 4 16�N
� '(G H�J\�
I. � . 6i3Y i �aOH� .
M1'�yN 3��< i
f �s
i noH'�
i � �b3Y
£ � '�
s �. 4 i
;�a • �a�� . ����,.s > ..
i �
'y � �
s��... `. £6 tsy5� �
s �� T
� � s��� y
o �
qo sF'° . __ .s�'� . .C.,-
4 z , s ..-. .C'� —
60 . . - e- _ys�o'• J�� -{� - r- n
i `- _ 'J
'_ �i — L
► � 3�~� s' ��Y .�
•a �1�^N`tlM . s� �I �
I 'S j g �
5� YIN� i Vl
s�" __ 4 A�.+ .
5� � 6
� �� � / � , 1 ��
i
<� �5�� 1
4 � � *S _I
_� a °-
a. iarv+vainvE - _ ,S� - �<' �
1 +sc�rsi �i _ ^ � '�.
7 . yt yoa r
- ���
� _ � f-. - - - v_
" �C r . �<�`,s.� -.
s i.sx�o< _ ' " j 'W!�
� � � � ���✓
i -
54
EXHIBIT I
PARKING SERVICE APPLICATION
ss
PARKING SERVICE APPLICATION
Pleose note iho} by completing and submi}ting }his application, yo� are no} guoranteed ihe
service you applied for ond may be ploced on a walting Ilst. After receiving the application
ond reviewing availobility you will be noNfied by }he Transportafion Services Department.
Cusfomer Information
Nome: Phone:
Address:
E-moil: Employer.
Billing Information
❑P�ose bill fo cusfomer/address IisTed above
Bill 1� (Nome/B�s�n=ssJ:
Billing Adtlress:
Service/Permit Type
Permif type applying for
Pieose complete additionol infoimation for onlv ihe permif type you are opplying for below:
MONTHLY PARKING
Dlvlon}hly Ramp!Lot Por4ing Permi} OParkingPLUS Parking & Tronsit Pass
Pler�se se�ecf ihe desired romp/lof lomtion'
FOP OFFlCE USE ONLY: Conirol Card k Assigned S}al! ?t:
QUARTERIY OR ANNUAL RESIDENTIAL PARKING
Fesiden}iol Perm,it Type: License pla}e number:
Vehicle Moke: Vehide Model: Year. Color:
FOR OFFICE USE ONLY: Location:
Ne�mit X Ciuesf F'ermit x:
EVENT OR CONSTRUCTION NO-PARKING REQUEST
r,
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Sfart/End Date: }o I�te}er Number(s):
FOR OFFICE USE ONLY': Tota�� Days Billed: Number of hoods issuPd:
56
D B f�Ut PARKING SERVICE TERMS OF AGREEMENT
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By signing below,you agree to the above terms and certify all intormation given is true and <orrect:
Signafure: Dafe:
Sign up for nuioPay-it's free & easy! With ihis authonzation.your poymeMs are deducted directly by
ihe C;}y 6om your Fna^.dal insfitufion on the 20^day of each month.
Financial Insfifufion IMormalion
Fconclallns'ituiio�. ��cme: Gfy: Store:_ Zip:
Routing vumber: Acco��t r�lumber.
A void check a copy of a void check is reqoired wilh Ihis opplicaHon
i ne�eer o�:ron:e r e c y or o.,o,.o.,e+o�����o+e o=c�e.r�z ro�+v�neoe.q ococ.,�,o�a e�o.aoi��:zra„r:o�neo.e.�o oea+
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Fnanc a Inzitui cr a reozcrabe amovel ol fime b acl en it 1 o0�ee Maf I om ob�iBa+W b Me Ciy fw po�EeB i�ry c�s and
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•2hs.A fee of 315 xi� Ce rnmpea tor'�nsuMciem Wnas or a cwsea occoom.
Signafure: Dafe:
57
Prepared by/Return to: Jill Connors, Economic Development. 1300 Main Street, Dubuque IA 52001, 563 589-4393
RESOLUTION NO. -19
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON A PROPOSED DEVELOPMENT AGREEMENT BY AND
AMONG THE CITY OF DUBUQUE, IOWA, ROSHEK PROPERTY, LLC, COTTINGHAM
& BUTLER, WC. AND HEARTLAND FINANCIAL USA, WC, WCLUDING THE
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE OBLIGATIONS,
AND PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
WHEREAS, City, Roshek Property, LLC, Cottingham & Butler, Inc. and Heartland
Financial USA, Inc. have entered into a Development Agreement, subject to the approval
of the City Council, for the rehabilitation of property located at 700 Locust Street, a copy
of which Development Agreement is now on file at the Office of the City Clerk, City Hall, 50
W. 13�h Street, Dubuque, lowa; and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement with Roshek Property, LLC,
Cottingham & Butler, Inc. and Heartland Financial USA, Inc.; and
WHEREAS, it is deemed necessary and advisable that the City Council authorize
Urban Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the
Code of lowa, and enter into the Development Agreement for the purpose of carrying out
the rehabilitation of property located at 700 Locust Street; and
WHEREAS, before said obligations may be approved, Chapter 403 of the Code of
lowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and/or written objections from any resident or
property owner of the City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1 . The City Clerk is hereby authorized and directed to cause a notice to be
published as prescribed by lowa Code Section 403.9 of a public hearing on the City's intent
to approve the Development Agreement and authorize Urban Renewal Tax Increment
Revenue obligations, to be held on the 16�h day of December, 2019, at 6:00 o'clock p.m. in
the City Council Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, lowa.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of approving the Development Agreement with Roshek
Property, LLC, Cottingham & Butler, Inc. and Heartland Financial USA, Inc. and
authorizing Urban Renewal Tax Increment Revenue obligations, the proceeds of which
obligations will be used to carry out certain of the special financing activities described in
the Amended and Restated Urban Renewal Plan for the Greater powntown Urban
Renewal District, consisting of the funding of economic developments grants to Roshek
Property, LLC pursuant to the Development Agreement. It is expected that the aggregate
amount of the Tax Increment Revenue obligations to be issued will be approximately
$2,525,000.
Section 3. The City Clerk is hereby directed to cause at least one publication to
be made of a notice of said meeting, in a newspaper, printed wholly in the English
language, published at least once weekly, and having general circulation in said City, said
publication to be not less than four days nor more than twenty days before the date of
said meeting on the issuance of said obligations.
Section 4. The notice of the public hearing and the proposed action to issue
said obligations shall be in substantially the form attached hereto.
Passed, approved and adopted this 2"d day of December, 2019.
Roy D. Buol, Mayor
Attest:
Kevin S. Firnstahl, City Clerk
NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA, ON A PROPOSED DEVELOPMENT AGREEMENT BY AND
AMONG THE CITY OF DUBUQUE, IOWA, ROSHEK PROPERTY, LLC, COTTINGHAM
& BUTLER, WC., AND HEARTLAND FINANCIAL USA, WC., WCLUDING
AUTHORIZING THE ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE
GRANT OBLIGATIONS PURSUANT TO THE DEVELOPMENT AGREEMENT
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque,
lowa, will hold a public hearing on the 16�h day of December, 2019, at 6:00
p.m. in the City Council Chambers at the Historic Federal Building, 350 W.
6th St., Dubuque, lowa, at which meeting the City Council proposes to take
action to approve a Development Agreement between and among the City of
Dubuque, lowa and Roshek Property, LLC, Cottingham & Butler, Inc. and
Heartland Financial USA, Inc., for the rehabilitation of property located at 700
Locust Street, a copy of Development Agreement is now on file at the Office of
the City Clerk, City Hall, 50 W. 13�h Street, Dubuque, lowa, including the
issuance of economic development grants (Urban Renewal Tax Increment
Revenue Grant Obligations) described therein in order to carry out the
purposes and objectives of the Urban Renewal Plan for the Greater
Downtown Urban Renewal District, consisting of the funding of economic
development grants for Roshek Property, LLC, under the terms and
conditions of the Urban Renewal Plan for the Greater powntown Urban
Renewal District. The aggregate amount of the Urban Renewal Tax
Increment Revenue Grant Obligations cannot be determined at the present
time, but is not expected to exceed $2,525,000.
At the meeting, the City Council will receive oral and written objections from any resident
or property owner of the City to the above action. After all objections have been received
and considered, the City Council may at this meeting or at any adjournment thereof,
authorize such issuance of the Urban Renewal Tax Increment Revenue Grant Obligations
or abandon the proposal. By order of the City Council the hearing and appeals therefrom
shall be held in accordance with and governed by the provisions of Section 403.9 of the
Code of lowa.
This notice is given by order of the City Council of the City of Dubuque, lowa, as provided
by Chapter 403 of the Code of lowa.
Dated this 2"d day of December 2019.
Kevin S. Firnstahl
City Clerk of Dubuque, lowa