Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Roshek Property Development Agreement (as Amended)_Hearing
Copyrighted December 16, 2019 City of Dubuque Public Hearings # 1. ITEM TITLE: RoshekPropertyDevelopmentAgreement(asAmended) SUMMARY: Proof of publication on notice of public hearing to consider approval of a Development Agreement as Amended by and among the City of Dubuque, lowa; Roshek Property, LLC; Cottingham & Butler, Inc.; and Heartland Financial USA, I nc., including the issuance of Urban Renewal Tax I ncrement Revenue Obligations; and the City Manager recommending approval. RESOLUTION Approving a DevelopmentAgreement as Amended by and among the City of Dubuque, lowa; Roshek Property, LLC; Cottingham & Butler, Inc.; and Heartland Financial USA, I nc. including the issuance of Urban Renewal Tax Increment Revenue Obligations SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type Roshek Property DevelopmentAgreement-MVM Memo City Manager Memo Staff Memo Staff Memo DevelopmentAgreement Supporting Documentation Resolution of Approval Resolutions Proof of Publication Supporting Documentation Dubuque THE CITY OF � uI�AaMca cih DuB E � � I � � I Maste iece on the Mississi i Zoo�•zoiz•zois YP pp zoi�*zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Resolution Approving a 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 DATE: December 12, 2019 Economic Development Director Jill Connors recommends approval of a 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 a Development Agreement approved earlier this year with Dupaco to do a $38.5 million renovation of the Voices Building, the City committed to building a new parking ramp and, in fact, approved $20 million in the City budget to build that parking ramp. To continue their rapid expansion and for tax purposes, Heartland Financial and Cottingham & Butler need to close on the acquisition of the Roshek Building by December 31 , 2019. These two companies know better than anyone the parking opportunities and challenges in downtown Dubuque. They both have been in downtown for almost 100 years. They are the stalwarts who have believed in and stayed committed to downtown Dubuque through thick and thin. They have experienced listening to their employees and their opinions on downtown parking and they have heard from people who they wanted to hire that went somewhere else and the reasons they expressed about why they chose another employer. I respected their informed opinions as they negotiated the elements of the Development Agreement they requested to minimize their risk in making this investment of over $15 million. This one parking ramp will serve the needs of not only Dupaco, Cottingham & Butler and Heartland Financial, but the rest of downtown and the Historic Millwork District. Teamed up with the Smarter Parking Platform the City plans to implement next year, it will hopefully avoid the construction of future parking facilities. Earlier this year, Dubuque Initiatives hired RDG Planning and Design consultants to look at the downtown parking situation. The RDG conclusion in response to the question, "Do we need a new parking ramp? Yes, based on projections by the various stakeholders we believe a ramp will be needed in 3-5 years." This study confirmed 2 what these two long time downtown businesses (Heartland Financial and Cottingham & Butler) and a new downtown business (Dupaco) already knew, and building a parking ramp that will be ready for occupancy in January 2023, will meet that 3 -5 year time frame. 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 . Roshek Property, LLC will purchase the Roshek Building from Dubuque Initiatives. 2. 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 . 3. They will collectively create at least 32 full time positions by December 31 , 2022, to be maintained through June 1 , 2030. 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. 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 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 j t.11��'GL+'t tf t� , 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 Alll;EflCijly Dubuque,lowa 52001-4763 1 I I �I Office(563)589-4393 TTY(563)690-6678 http://www.cityofd u b uq ue.org 2007�2012�2013 Masterpiece on the Mississippi zoi�*zoi9 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Resolution Approving a 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 DATE: December 9, 2019 INTRODUCTION This memorandum is a request for the City Council to adopt the attached resolution approving a Development Agreement by and among the 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. BACKGROUND Over many months in the fall and winter of 2008-2009, the City of Dubuque and many of its partners, including 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. The City of Dubuque was in competition with cities in five other states for this project. On February 16, 2009, the City of Dubuque entered into a Development Agreement with Dubuque Initiatives for the redevelopment of the Roshek Building at 700 Locust Street and also entered into an Incentives Agreement with IBM for the creation of 1,300 full time positions in the City of 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. and Heartland Financial USA, Inc. . The building has a current total census of 1 ,053 employees. Heartland Financial USA, Inc. Heartland Financial USA, Inc. 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 the City of 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. Cottinqham & Butler, Inc. Cottingham & Butler, Inc. was established in Dubuque in 1887. Over the past 132 years, Cottingham & Butler 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, Cottingham & Butler 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, Cottingham & Butler 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, Cottingham & Butler 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. Cottingham & Butler 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, Cottingham & Butler requires additional office 2 space and intends to once again invest over $7 Million to obtain and remodel the space needed for that growth. Along with the monetary commitment for the investment in additional commercial space, Cottingham & Butler 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 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. In order to incentivize Roshek Property, LLC 's continued downtown investment and job creation, City staff have negotiated a Development Agreement with Roshek Property, LLC, Heartland and Cottingham & Butler . The Development Agreement requires and provides for the following: 1 . Roshek Property, LLC will purchase the Roshek Building from Dubuque Initiatives. 2. Roshek Property, LLC, Heartland and Cottingham & Butler_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 . 3. Heartland and Cottingham & Butler will collectively create at least 32 full-time positions by December 31 , 2022, to be maintained through June 1 , 2030. 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. 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 & Butler's applications to the lowa Economic Development Authority for business incentives. The Development Agreement with the City is contingent upon Heartland and Cottingham & Butler receiving the IEDA incentives. In a First Amendment to Development Agreement, which was approved on December 2, 2019, Section 3.4 of the Development 3 Agreement was modified to remove any dollar figures that had previously been included related to the IEDA incentives. RECOMMENDATION/ ACTION STEP I recommend the City Council adopt the attached resolution approving the Development Agreement, as amended, including providing for the issuance of Urban Renewal Tax Increment Revenue Grant Obligations. 4 Downtown Building Vacancies ID Property Address Common Name District Property Status Building Type Age Total Sq Ft Vacant Sq Ft- Rehabilitatio n required Vacant Sq Ft- TI Required Number of Floors (incl Basement) Historic Status 1 7th and Jackson Farley & Loetscher Warehouse Millwork District Rehabilitation needed Factory/Warehouse 1917 204800 204,800 8 HMD 2 758 White Kirby Building Millwork District Rehabilitation needed Factory/Warehouse 1906 152892 100,000 6 HMD 3 258 E. 8th 1912 World Fair (Lumber Shed) Millwork District Rehabilitation needed Factory/Warehouse 1905 56320 56,320 1 Eligible, not listed 4 220 E. 9th Kretschmer Building Millwork District Rehabilitation needed Factory/Warehouse 1911 45000 45,000 4 HMD 5 801 Jackson Wilmac Millwork District Rehabilitation needed Factory/Warehouse late 1800s 75000 56,000 5 HMD 6 850 Jackson F&S Radiator Millwork District Rehabilitation needed Factory/Warehouse 3 7 1000 Jackson Voices Building Millwork District Rehabilitation needed Factory/Warehouse 1924 185000 185,000 6 HMD 8 300 E. 9th Jeldwen Kiln Building Millwork District Rehabilitation needed Factory/Warehouse 1900, 1941, 1946 45732 45,732 2 Portions eligible, not listed 9 501 Bell McGraw-Hill Building Port of Dubuque Limited TI Required Office 2007 141349 36,000 4 Not Eligible 10 500 Main Prudential Building Main Street Limited TI Required Office 2000 138687 30,000 4 Not Eligible 11 799 Main Nesler Center Main Street Rehabilitation needed Office/Retail 1906 70410 70,410 5 Eligible, not listed 12 700 Locust Roshek Building 4th Floor Main Street TI Required Office/Retail 1929 26,000 1 Listed 12 700 Locust Roshek Building 7th Floor Main Street Limited TI Required Office 1929 26,000 1 13 100 Main Lot 1 Main Street Rehabilitation needed 1919 15048 7,524 6 14 101 Main 1st & Main Main Street Rehabilitation needed 1900 24486 12,508 4 15 400 Ice Harbor Dr Ice Harbor (Former Durrant) Port of Dubuque Limited TI Required Office 2007 12,284 1 16 909 Main Fischer Building Main Street Rehabilitation needed Office/Retail 1896 115312 5,766 9 Listed, Upper Main District 17 1275 Main Former Bank Building Main Street Limited TI Required 8192 8,192 2 18 890 Main Grahams Main Street Limited TI Required 6500 6,500 2 19 1199 Central Fomer Prescott Elementary Central Rehabilitation needed 24,000 3 20 300 Main Chamber Building Main Street Limited TI Required 2,000 3 21 850 White Key City Iron Works Millwork District Limited TI Required 1200 800 1 22 168 E 10th Avery Building Millwork District Rehabilitation needed 7,500 1 23 998 Washington Foundry/Alamo Millwork District Rehabilitation needed 5,000 1 24 975 Jackson Power Plant Millwork District Rehabilitation needed 5,500 1 25 1065 Jackson Spahn & Rose- South of Kalmes Millwork District Rehabilitation needed 12,000 1 26 333 E 10th Street Novelty Iron Works Millwork District TI Required 90,000 1 27 900 Jackson CARADCO Millwork District Limited TI Required 6,000 1 Total Sq. Ft. 1,285,928.00 Rehabilitation Needed Tenant Improvements Required Total Sq. Ft. needing rehab 843,060 243,776 1,086,836 Trish Gleason From: Kevin Firnstahl Sent: December 16, 2019 3:57 PM To: Trish Gleason Subject: Fwd: "Contact Us" inquiry from City of Dubuque website Please print for CC tonight and give to someone coming. Thank you. Kevin Sent from my 'Phone Begin forwarded message: From: Citizen Support Center <dubuqueia@mycusthelp.net> Date: December 16, 2019 at 3:21:08 PM CST To: Kevin Firnstahl <Kfirnsta@cityofdubuque.org> Subject: "Contact Us" inquiry from City of Dubuque website Contact Us Name: John Herrig Address: 13750 Surrey Ln Ward: Phone: 5635433366 Email: herrigrealty@live.com City Department: City Council Message: Please review all parking spaces that were made available from the down sizing of IBM from 1200/1800 employees to the present day employment of less than 400 employees. That employee loss surely opened up many available spots. I don't believe tax payers should have to bear the burden of the cost of any more parking ramp spaces. Huge conglomerate businesses should bear their own weight and expenses. Click here to report this email as spam. 1 Trish Gleason From: Kevin Firnstahl Sent: December 16, 2019 3:59 PM To: Trish Gleason Subject: Fwd: "Contact Us" inquiry from City of Dubuque website Please print for CC tonight and give to someone coming. Thank you, Kevin Sent from my iPhone Begin forwarded message: From: Citizen Support Center <dubuqueia@mycusthelp.net> Date: December 16, 2019 at 3:54:31 PM CST To: Kevin Firnstahl <Kfirnsta@cityofdubuque.org> Subject: "Contact Us" inquiry from City of Dubuque website Contact Us Name: Elaine Kray Address: Ward: Phone: 563-556-8155 Email: ejkray@aol.com City Department: City Council Message: I encourage every effort to curb excessive spending and utilize our current infrastructure in any and every way possible. Therefore I am requesting that the proposal to build a parking ramp with the sale of the Roshek building be tabled until better solutions are found. Click here to report this email as spam. Prepared by/Return to: Jill Connors, Economic Development. 1300 Main Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 440-19 APPROVING A DEVELOPMENT AGREEMENT, AS AMENDED, 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 WHEREAS, the City Council, by Resolution No. 420-19, dated December 2, 2019 declared its intent to enter into a Development Agreement with Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc. for the rehabilitation of 700 Locust Street, Dubuque, Iowa (the Property), including the issuance of urban renewal tax increment revenue obligations; and WHEREAS, the Development Agreement was amended by the First Amendment approved on December 2, 2019; and WHEREAS, pursuant to published notice, a public hearing was held on the proposed Development Agreement on December 16, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; and WHEREAS, it is the determination of the City Council that approval of the Development Agreement, for the rehabilitation of the Property by Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc., according to the terms and conditions set out in the 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 THAT: Section 1. The Development Agreement, as amended, 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, including the issuance of urban renewal tax increment revenue obligations, is hereby approved.- Section pproved. Section 2. The Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. The City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved and adopted this 16th day of December, 201 Attest: 2 Roy D. B ol, Mayor n iu Doc ID 010417100006 Type GEN Kind: AGREEMENT Recorded: 01/03/2020 at 03:25:34 PM Fee Amt: $32.00 Page 1 of 6 Dubuque County Iowa John Murphy Recorder Fi1e202O-00000212 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, Iowa (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, Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa (Known locally as The Roshek Building); The Development Agreement is dated for reference purposes the 16th day of December, 2019, and contains covenants, conditions, and restrictions concerning the 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 3O day of bEcemBER, 2019. CITY OF DUBUQUE, IOWA By Roy VBuol, Mayor ATTEST: Kevin S. `,irnstahl, City Clerk 2 STATE OF IOWA : ss: DUBUQUE COUNTY On this 30th day of December, 2019, before me, a Notary Public in and for the State of Iowa, in and for said county, 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, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. TRACEY L. STECKLEEN Commission Number 716018 My Comm. Exp. )4 "I1' Qt Notary Pubic) State of Iowa ROSHEK PROPERTY, LLC Developer By: Lynn H. Fuller, President STATE OF IOWA SS COUNTY OF DUBUQUE On this ,A4 day of /Je mac. & 20/ , before me the undersigned, a Notary Public in and for the State of Iowa, 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 Iowa limited liability company executing the instrument to which this is attached and that as said president 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. 0.Qgi MICHAEL J. COYLE Commission Number 5474 My Commission Expires 3 COTTINGHAM & BUTLER, INC. C&B Employer By: Dail OJ Becker, President & CEO STATE OF IOWA SS COUNTY OF DUBUQUE On this 1 day of /� .�, (ate .. 2017" before me the undersigned, a Notary Public in and or the State of Iowa, 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 Iowa corporation 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. 1OWA MARK J. WILLGING COMMISSION NO. 15 6 3 7 2 MY COMMISSION EXPIRES MAY 31, 2020 4 HEARTLAND FINANCIAL USA, INC. Heartland Employer By: Bruce K. Lee, President & CEO STATE OF IOWA SS COUNTY OF DUBUQUE On this / day of e a 20 before me the undersigned, a Notary Public in and for the Sta' e of Iowa, personally appeared Bruce K. Lee, to me personally known, who, being by me duly sworn, did say that he is the President & CEO of Heartland Financial USA, Inc., the Delaware corporation executing the instrument to which this is attached and that as said President & CEO of Heartland Financial USA, Inc. acknowledges the execution of said instrument to be the voluntary act and deed of said comJany, by it and by hire , an individual, voluntarily executed. Notary Public 1PsuA4s MICHAEL J. COYLE C Commission Number 5474 Mommission Expires 7 �(Z 5 DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DUBUQUE, ROSHEK PROPERTY, LLC, COTTINGHAM & BUTLER, INC. AND HEARTLAND FINANCIAL USA, INC. THIS DEVELOPMENT AGREEMENT (the Agreement), dated for reference purposes they' day of , 2019 (the "Effective Date"), is made and entered into by and among the City of Dubuque, Iowa (City), Roshek Property, LLC, an Iowa limited liability company ("Developer"), and Cottingham & Butler, Inc., an Iowa corporation ("C & B Employer") and Heartland Financial USA, Inc. a Delaware corporation ("Heartland Employer") (collectively referred to as "Employers"). 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, Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa (Known locally as The Roshek Building) (the "Building"); and WHEREAS, the Property is located in the Greater Downtown 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 Iowa 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 Iowa 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 City. 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 Developer and Employers at time of closing confirming the representation contained herein, in the form attached hereto as Exhibit A. 2 (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. (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 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 Downtown 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. 3 1.2 Representations and Warranties of Developer and Employers. 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 Iowa 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 Closing. The Closing shall take place on the Closing Date which shall be the 31st 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 31St 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 Iowa Economic Development Authority. 1.4 Conditions to Closing. The Closing of the transaction contemplated by this Agreement and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date, of the following conditions: (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 this Agreement. (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 5 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 Iowa 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% 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. 6 (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 City's Obligations at Closing. 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. Timing of Improvements. Employers agree that construction of the Building Minimum Improvements on the Property shall be commenced within thirty (30) days after the Closing Date and shall be substantially completed by December 31, 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 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: November 1, 2021 November 1, 2022 November 1, 2023 November 1, 2024 November 1, 2025 November 1, 2026 November 1, 2027 November 1, 2028 November 1, 2029 8 May 1, 2021 May 1, 2022 May 1, 2023 May 1, 2024 May 1, 2025 May 1, 2026 May 1, 2027 May 1, 2028 May 1, 2029 May 1, 2030 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the portion of the tax increment revenues collected by City described below under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six- month period in respect of the 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 Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. The assessed value of the Property leased by 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 9 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 thereof) 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 this Agreement. 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 Iowa 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. 10 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, Iowa, 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. 11 (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, Iowa, 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% (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, Iowa, 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 this Agreement. 5.3 Books and Records. During the term of this Agreement, Developer and Employers 12 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 and account. 5.4 Real Property 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 Iowa 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 of insurance. (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 Property. 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 -Transferability. 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 change 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 Iowa 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 of same). 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 under this 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 15 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 or employees. (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 this Agreement. (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 by Developer or Employer. Whenever any Event of Default referred to in Section 6.1 of this Agreement occurs and is continuing, City, as specified 16 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 possible thereafter: (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 this Agreement. 6.3 No Remedy 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 Agreement to Pay Attorneys' 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 by City. 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 17 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 as follows: If to C & B Employer: With copy to: If to Heartland Employer: With copy to: If to Developer: With copy to: Cottingham & Butler, Inc. Attn. David O. Becker, President and CEO 800 Main Street Dubuque, IA 52001 Phone: 563-587-5103 Mark J. Willging 890 Main Street, Suite 200 Dubuque, IA 52001 Phone: 563-556 4011 Heartland Financial USA, Inc. Attn: Bruce K. Lee, President and CEO 1398 Central Avenue Dubuque, IA 52001 Phone: 563-589-3397 Mr. Michael J. Coyle Heartland Financial USA, Inc. 1398 Central Avenue Dubuque, IA 52001 Phone: 563-587-4096 Roshek Property, LLC Attn. Mr. Timothy L. Berns 800 Main Street Dubuque, IA 52001 Mr. Mark Willging 890 Main Street, Suite 200 Dubuque, IA 52001 Phone: 563-556-4011 If to City: City Manager 18 With copy to: 50 W. 13th Street Dubuque, Iowa 52001 Phone: 563-589-4110 Fax: 563-589-4149 City Attorney City Hall 50 W. 13th Street Dubuque IA 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 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of City, Developer, and Employers and their respective successors and assigns. 7.3 Termination Date. This Agreement and the rights and obligations of the parties hereunder shall terminate on June 1, 2030. 7.4 Execution by Electronic Transmission. The parties agree that this Agreement may be transmitted between them by facsimile machine or electronic 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 Development Agreement. 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, Iowa. Developer shall pay the costs for so recording. IN WITNESS WHEREOF, City has caused this Agreement to be duly 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 By: 2J ROSHEK PROPERTY, LLC Developer By: Roy D. uol, Mayor Lynn H. Fuller, President 19 ATTEST: Kevi S. Firnstahl, Cit Clerk STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS COTTING M & BUTLER, INC. Employe Bv. David O. Becker, President & CEO HEARTLAND FINANCIAL USA, INC. Employer By: Bruce K Lee, President and CEO 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, Iowa, 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, Iowa, 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 sof said City, by it and by them voluntarily executed. curavil Notary Public PAMELA J. McCARRON Commission Number 772.419 My Guinn_ Exp. 4--6-2.024 STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of O_, before me the undersigned, a Notary Public in and for the State of I• , •ersonally appeared Lynn H. Fuller, to me personally known, who, bein• e duly sworn, did say that he is the President of Roshek Property- e Iowa organization executing the instrument to which this is attached at as said President of Roshek Property, LLC acknowledges the execution of said 20 ATTEST: Kevin S. Firnstahl, City Clerk (City Seal) STATE OF IOWA COUNTY OF DUBUQUE On this day of Public in and for the said S. Firnstahl, to me per the Mayor and Cit corporation exec is the seal of behalf of th and City deed SS COTTINGHAM & BUTLER, INC. Employer By: David O. Becker. President & CEO HEARTLAND ANCIAL USA, INC. Employer B Bruce K. Lee, President and CEO 20_, before me the undersigned, a Notary ounty and State, personally appeared Roy D. Buol and Kevin nally known, who, being by me duly sworn, did say that they are Clerk, respectively, of the City of Dubuque, Iowa, a municipal ing the instrument to which this is attached; that the seal affixed hereto id municipal corporation; that said instrument was signed and sealed on ity of Dubuque, Iowa, by authority of its City Council; and that said Mayor erk acknowledged the execution of said instrument to be the voluntary act and said City, by it and by them voluntarily executed. STATE OF IOWA COUNTY OF DUBUQUE ) ) SS On this ' , 'f day of fl///4/a2v 20/q, before me the undersigned, a Notary Public in and for the State of Iowa, 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 Iowa organization executing the instrument to which this is attached and that as said President of Roshek Property, LLC acknowledges the execution of said 20 instrument to be the voluntary act and deed of said company, by it and by him, an indivi al, voluntarily eecuted. 4444,1' 1 iotary Public 21 iAcs, MICHAEL J. COYLE $ Commission Number 5474 z ! , My Commission Expires STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of� (je;?t,i 6,e y' 20 (? before me the undersigned, a Notary Public in and for the St to of Iowa, 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 Iowa 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. STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS MICHAEL J. COYLE Commission Number 5474 My Commission Expires On this 0*. gay of /)gc ',. 20/q before me the undersigned, a Notary Public in and for the Sat of Iowa, 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 Pus Iic 22 0 x 4-41-21 10 \N MICHAEL J. COYLE Commission Number 5474 M ,mmis i,n Expires EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I LIST OF EXHIBITS City Attorney Certificate Opinion of Developer Counsel City Certificate Memorandum of Development Agreement Urban Renewal Plan Opinion of Employers' Counsels Revocable License and Grant of Easements Parking Structure Location Options Parking Service Application EXHIBIT A CITY ATTORNEY'S CERTIFICATE 24 Barry A. Lindahl, Esq. Senior Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001-6944 (563) 583-4113 office (563) 583-1040 fax balesq@cityofdubuque.org Office Hours: 8:00 AM — 5:00 PM, T -W -Th 8:00 AM — 12:00 PM, F Dubuque krtal '1111' 200 Masterpiece on the Mississippi 20173.2200127 (DATE) Roshek Property, LLC Mr. Timothy L. Berns, 800 Main Street Dubuque, Iowa 52001 Heartland Financial USA, Inc. Cottingham & Butler, Inc. David O. Becker, President & CEO 800 Main Street Dubuque, Iowa 52001 RE: Development Agreement By And Among The City Of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., And Heartland Financial USA, Inc. Dear have acted as counsel for the City of Dubuque, Iowa, 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, Iowa (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. BAL:tls 25 Very sincerely, Barry A. Lindahl, Esq. Senior Counsel EXHIBIT B OPINION OF DEVELOPER'S COUNSEL 26 Mayor and City Councilmembers City Hall 13th 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, Iowa ("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 Iowa 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 27 Developer's ability to perform Developer's obligations thereunder. Very truly yours, EXHIBIT C CITY CERTIFICATE 29 Masterpiece on the Roshek Property, LLC 'ssissippi Dubuque katil NI -!Merica City 1111 I. 2012 City Manager's Office City Hall 50 West 13th Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr©cityofdubuque.org (DATE) Cottingham & Butler, Inc. Mr. Timothy L. Berns, 800 Main Street Dubuque, Iowa 52001 Heartland Financial USA, Inc. David O. Becker, President & CEO 800 Main Street Dubuque, Iowa 52001 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, Iowa 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 -o-f-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. MCVM:jh 31 Sincerely, Michael C. Van Milligen City Manager 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, Iowa (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, Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa (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 ATTEST: Kevin S. Firnstahl, City Clerk (City Seal) 34 Printed Title COTTINGHAM & BUTLER, INC. C&B Employer By: David O. Becker, President & CEO HEARTLAND FINANCIAL USA, INC. Heartland Employer By: Printed Name STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS 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, Iowa, 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, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution -of-s_aid-instrument to -bee th_e voluntary a-cLan_ d deed of said City, by it and by them voluntarily executed. Notary Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of 20, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared , to me personally known, who, being by me duly sworn, did say that he is the of Roshek Property, LLC, the Iowa 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 COUNTY OF DUBUQUE ) ) ) SS On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, 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 Iowa 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 OF DUBUQUE On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared , to me personally _known, who, being by me duly -sworn, --did say -that --h-e---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 13th 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, Iowa ("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 Iowa 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 Prepared by: Return to: Gus Psihoyos, City Engineer, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (553 589-4270) Gus Psihoyos, City Engineer, City of Dubuque, 50 W. 1311' Street, Dubuque, IA 52001.(553 589-4270) REVOCABLE LICENSE AUTHORIZING ROSHEK PROPERTY, LLC TO CONSTRUCT AND MAINTAIN CERTAIN IMPROVEMENTS ON PUBLIC RIGHT-OF-WAY Section 1. Roshek Property, LLC, an Iowa limited liability .company, as the owner of the premises (Licensee), known as The Roshek Building, 700 Locust Street, in Dubuque, Iowa and legally described as: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa, and numberedas lots 141, 142 and 143a AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats 434, page 353, records of Dubuque County; Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 179&-77, records of Dubuque County; Iowa;, 1 42 (hereinafter the "Roshek Building"), be and is hereby granted a Revocable License and authority to construct and maintain the improvements, including,: Two Raised Planters; Monument Sign; Eight Standalone Planters; Twelve Retractable Awnings; Pump Test Connection; Fire Alarm; Auto Sprinkler Hookup; 4" Capped Pipe; Grea.se Hood/Exhaust Fan; Airconditioning Condensers; Electric Meter; Key Box on Alley Wall; I" Conduit for Ground to Gerierator; Exhaust Drain; Generator Exhaust; Downspout; and Fire Department sprinkler. (collectively the "Encroachments") under the terms and conditions set forth in this License. to: Section 2, The permission herein granted is expressly conditioned on Licensee's agreement a. Assume any and all liability for damages to persons or property Which may result from. the existence, location installation, construction or maintenance of said Encroachments; b. Procure and maintain in force during the term of this 1..icense a policy of liability insurance as set forth in the attached Insurance Schedule; c. Pay on behalf of the City of Dubuque, all sums which the City of Dubuque shall become obligated to pay by reason of the liability imposed upon the City of Dubuque for damages of any kind resulting from the location, installation, existence, construction or maintenance of said Encroachments sustained by any person or persons, caused by accident or otherwise to defend at its own expense and on behalf of said City any claim against the City of athuque arising out of the location, 2 43 installation, existence, construction or maintenance of Encroachments and to pay reasonable attorney fees therefor; and d. Indemnify, defend and hold the City of Dubuque free and harmless from any and all claims, loss, liability and expense for death and/or injuries to third persons or damages to property of third persons, or for damage to any property of the City of Dubuque which may occur as a result of or in connection with the location, installation, existence, construction, maintenance and repair of Encroathinents. e. Any special conditions as set forth for this. License as identified: Section 3. The Encroachments shall be maintained in accordance with all applicable state and federal laws and regulations, and the Ordinances of the City of Dubuque. Section 4. The perrnission herein granted is expressly conditioned upon Licensee's further agreement that should the right and privilege herein granted be rescinded or revoked by the City Manager, Licensee, or its successors in interest, shall within ten (10) days after receipt of written notice from the City Manager, so to do, at its own expense, remove said Encroachments at Licensee's expense and dispose of the same, and Licensee shall have no claim against the City or its officers, agents, or employees for damages resulting from the removal of said Encroachments. Section 5. Licensee covenants and agrees that the Revocable License herein granted does not constitute an approval of the design, erection, location, construction, repair or maintenance of said Encroachments and Licensee hereby covenants and agrees not to assert such claim or defense against the City of Dubuque in the event of claim asserted for death, personal injuries and/or property damage against Licensee arising out of or in any way connected with the location, installation, construction, design, repair and maintenance cif the Encroachments. Section 6. This ReVocable License shall become effective and the rights hereunder accrue to Licensee vhen this License has been approved by the City Council and the terms and conditions thereof accepted by Licensee by acceptance endorsed on this License. Section 7. The City -Clerk is authorized and directed to file at Licensee's expense a copy of this License in the Office of the Recorder in and for Dubuque County, Iowa, Section 8. Iowa One -Call registration may be required by the Code alma. When applicable Licensee shall submit documentation to the City Engineer of Iowa One -Call registration membership. Signed this day of , 2019. 3 44 Roy D. Buol, Mayor Atte, Kevin S. Firnstahl, City Clerk State of Iowa ) ss;. County of Dubuque ) On this day of 2019, before Inc, the undersigned, allotary Public in and for the State of Iowa, 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, Iowa, a municipal corporation, that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed andsealed on behalf of the corporation, by authority of its City Council on the day of , 2019, and Roy D. Buol and Kevin S Firnstahl acknowledged the execution of the instrument to be their voluntary act and deed. Notary Public in and for said State 45 ACCEPTANCE OF TERMS AND CONDITIONS OF LICENSE The undersigied, being duly authorized to execute this Acceptance on behalf of Roshek Property, LLC, and having read and being familiar with the terms and conditions of the Revocable License, for itself, its successors or assigns, accepts the same and agrees to be bound by the temis and conditions herein contained. ROSHEK PROPERTY, LLC, LICENSEE: Signature By: Title: Dated: S immune requires notary ALL PURPOSE ACKNOWLEDGMENT STATE OF IOWA COUNTY OF DUBUQUE ) 2019 On this day of , 2019, before me, the undersigned, a Notary Public in and for said State, personally appeared , to me personally known, and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person acted, executed the instrument. (Notary S eat) (sign in ink) Notary Public in an cl fqr State of Iowa_ CAPACITY CLAIMED BY SIGNER -INDIVIDUAL XX CORPORATE OFFICER(S) (Title). CORP SEAL) AFF IXED XX NC) SEAL PROCURED PARTNER(S) LIMITED . GENERAL ATTORNEY-IN-FACT 'IR OSTEL(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (print/typenaine) Name of Person(s) or Entity(ies): — Roshek Property, LLC 5 46 Ifia, itrairo *NEW spiXI Of *QC TOM OF MUM.n 41 144 Me 14it IN ME CRY t �1 4' OS #04, NM 34 47 Prepared by and Return to: Mark J. Willging, 890 Main St., Suite 200, Dubuque, IA 52001, (563) 556-4011 Taxpayer: Roshek Property, LLC, 800 Main St, Dubuque, IA 52001 GRANT OF EASEMENTS THIS GRANT OF EASEMENTS ("Agreement") is made and entered into as of the day of , 2019, by and between Roshek Property, LLC, an Iowa limited liability company ("Roshek") and the City of Dubuque, Iowa ( `City"). Each of the foregoing may be referred to herein, individually as a "party" and collectively, as the "parties". RECITALS A. Roshek is the owner of a tract of land known commonly as the Roshek Building and legally described as: A parcel of land marked "Public Square" on the LInited States CommissionersPlat of the Survey of the Ton of Dubuque. Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque. Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the 1 Tnited States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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 Eig,lith 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", loot alley East of Locust Street; thence Southeasterly along the West line of said Thirty Foot alley to the Southeasterly Comer 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. Iowa, according to the Plat thereof recorded as Instrument No. 48 1798-77, records of Dubuque County, Iowa; (hereinafter referred to as the "Roshek- Parcel"). B. The Roshek Parcel is adjacent to City right of way area in numerous areas., C. Exhibit A, attached hereto and by this reference incorporated herein, depicts numerous encroachments upon the City right of way area (collectively the "Roshek Encroachments"): and D. City desires to grant to Roshek a perpetual easement for the Roshek Encroachments. THEREFORE, in consideration of the mutual terms and conditions herein and in a Development Agreement between the parties related to the Roshek Parcel, the parties agree as follows: 1. City hereby grants to Roshek, and its successors and assigns in ownership of the Roshek Parcel, a perpetual easement for the Roshek Encroachments. 2. Roshek and its successors and assigns shall defend, hold harmless and indemnify the City from and against any liabilities, claims, damages or causes of action hi any way related to the Roshek Encroachments, including reasonable attorney's fees and costs incurred due to such claims. [Remainder of page intentionally left blank; Signatures to follow' 2 49 SIGNATURE PAGE OF CITY OF DUBUQUE CITY OF DUBUQUE, IOWA By: Name: Title: ATTEST: By: Kevin S. Firnstahl, City Clerk STATE OF IOWA COUNTY OF DUBUQUE On this day of , 2019, before nie, a NotaryPublic in and for the State of Iowa, 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 of the City of Dubuque,. Iowa, and that said instrument was signed on behalf of the City of Dubuque, Iowa by authority of its City Council and Roy D. Buol and Kevin S. Firnstahl acknowledged the execution of said instrument to be the voluntary act and deed of the City of Dubuque,. Iowa, by it voluntarily executed. Notary Public in and for State of Iowa 50 SIGNATURE PAGE OF ROSHEK PROPERTY, LLC IN WITNESS WHEREOF; this Agreement has been executed as of the day and year first above written. ROSHEK PROPERTY, LLC By: Name: Title: STATE OF IOWA );SS COUNTY OF DUBUQUE ) On this day of , 2019, before me, a Notary Public in and for the State alma, personallyappeared ,to me personally known, who being by me duly sworn did say that he is the of Roshelc Property, LLC, that said instrument was signed on behalf of said company by authority of its members and the said. acknowledged the execution of said instrument to be his voluntary act and deed. Notary Public in andfor State of:Iowa 51 ISTANCES'ARE .PROM :. BUILDING EDGE TO PROPERTY UNE. l✓' EXHIBIT "A" FOR ROSHEK BUILDING ON A PARCEL OF LAND MARKED "PUBLIC SQUARE" ON THE UNITED STATES COMMISSIONERS' PLAT OF SURVEY OF THE TOWN CF DUBUQUE. IOWA, AND NUMBERED AS LOTS 141, 142 AND 143a; AND CITY LOTS 143,;144 AND 145; IN THE CITY OF DUBUQUE, IOWA ACCORDING TO THE PLAT THEREOF IN BOOK OF PLATS X134, PAGE. 353, RECORDS OF DUBUQUE COUNTY, IOWA.. WE -13.1'' DETAIL NO—SCALE , 040 DISTANCES ARE FROM BUILDING EDGE TO: 0.23. PROPERTY UNE DETAIL NO—SCALE WE=12.8' 2" DRAIN PIPE CANOPY ENCROACHES 11.04' ELECTRIC. METER WITH BOLLARDS WINDOW HELL W1TH CRATE ENCROACHES 2.8' DETAIL NO -SCALE OUTER BASEMENT WALL. INNER BASEMENT WALL. 5 WATER METERS & MEDIA. SERVICES. GAS METERS, PIPES WITH BOLLARDS CITY LOT 144 2" GAS VENT PIPE. ELECTRICAL" TRANSFORMER WITH BOLLARDS r W0. CITY LOT 143a 0 20` 40' 80' SCALE IN FEET 1" 40' LEGEND PROPERTY" UNE SURVEYED PROP. LINE ROW LINE EASEMENT UNE BASEMENT- WALL eSSAMMOWMMTAMEMMSZ[BUILDING FOOTPRINT BACK OF CURB (BCCI ROW RIGHT OF WAY SW ,SIDEWALK WE OUTER WALL ENCROACHMENT RADIATOR PLATFORM Yff//f CANOPY LOADING DOCKS ENCROACHES 9:4 erik EXISTING ROSHEK BUILDING METAL RAILING' CANOPY ENCROACHE RADIATOR: PLATFORM ENCROACHES B:5' METAL: STEPS... ENCROACHES 2.4'` BOLLARD NT SUB': BASE GENERATOR TANKS 2" -OIL TANK VENT 4" FUEL FILL WE=13.4' 1' 0.25" 0.25') DISTANCES ARE FROM WILDING EDGE TO PROPERTY UNE: DETAIL NO—SCALE 0 WE=125' OUTER BASEMENT WALL:. INNER BASEMENT WALL UESIINNG ENGINZRRS .AMU SURETTORS 1212 LOCUST ST, DUBUQUE,. IA (583) 558-4385 DRAWN BY: UCH'. CHECKED BY: TLK SURVEY DATE: 11-04-2019 PLOT DATE: 11/18/19 DWG. N0. 19278-01 SCALES 1" = 40 SHEET 1 OF 1 52 EXHIBIT H POTENTIAL PUBLIC PARKING AREAS 53 H' Engineenng'Parking areas',Rosnek H - Potential Public Parking within 1000ft of Roshek.000 54 EXHIBIT I PARKING SERVICE APPLICATION 55 PARKING SERVICE APPLICATION Please note that by completing and submitting this application, you are not guaranteed the service you applied for and may be placed on a waiting list. After receiving the application and reviewing availability you wilt be notified by the Transportation Services Department. Customer Informafion Name: Address: E-mail: Phone: ov, BiHing Information Employer: Please bill to customer/address listed above Bill to (Name/Business): Billing Address: Service/P4erniit:. gatieliF 44 Permit type applying for: Please complete additional info ion for only the rmit type you are applying for below: MONTHLY PARKING Monthly Ramp/Lot Parking Permit Please select the desired ramp/lot location: IFOR OFFICE USE ONLY: Control Card # Assigned Stall #: QUARTERLY OR ANNUAL RESIDENTIAL PARKING Residential Permit Type: Vehicle Make: Vehicle odel: ForkingPiUS Porking & Transit Pass iakOFFICE USE ONLY: o iort: Permit # EVENT OR CONSTRUCTION NO -PARKING REQUEST ',Pre -paid meter paticing ($7/day) 0 Parking Meter Hood - Marked Contractor Vehicles Only ($55/monthl License plate number: Year: Guest Permit #: Color: Start/End Date: 10 IFOR OFFICE USE ONLY: Total Days Billed: Number of hoods issued: Meter Number(s): 56 'OfRCM CO Du ...„;„..,........ .,,,,,,, 0 Monthly Ramp/Lot Reserved Parking Terms of Agreement AO6p)'( of a valid ahOta ID is reitUireci with tills *OP taailOrr."'""":"-"" .,, Patrons in reserved ramps or lot Will be aStigned a numbered parking space withinand must park in the assigned space or risk lo access. Patron agrees to Day the City a monthly permit fee payable upon billing. This permit is subject to cancellation if the monthly fee is not paid within (30) days of the biking date Tice monthly fee may be increased with a thirty (30) day notice to Patron. Patron hereby acknowledges the City does not regularly patrol it: parking facilities. Patron agrees to assume all risks of parking in the ramp/lot and further agrees to hold the City harmless for any injury, loss, or damage occurring while parking in or on City property covered in this permit. The City Reserves the right to cancel or revoke this permit at the sole discretion of the City. This permit may not be re -assigned by the Patron, doing so is came for temination of agreement. A non-refundatrie $10.00 fee will be assessed for replacement of lost or damaged COMM: cards. A late fee of 13% per month will be assessed to past due accounts. 6ntholy baling will continue undl ramp access card is returned to Parking Office upon cancellation of this permit ParkingPLUS Parking & Transit Pass Terms of Agreement i..,,,..4*atijY,ic,r4kp:PIIPT9::,!q;!..,4,C'.9t!!F.Pq,YrllTi1:.PPP,9MY,!l:NtrtiijiDrtqhl'ido:'tll'ZO''kntefltkiT4'ifQ'h, -,.... .,..,,,....„.,„,-,........,,,,,,,,,,,,,,, ,--,.,_ ,,,,,,,' ,:,,._.- _,-' ,_.,.,..,...,,,..,,,,,,' .,L°',.g.,„mkv,z,v,wrn,1,,,,,,%-,r;,:',,,, Vehicles must be parked on the second floor oi the IntermodS ramp or itk card deactivation. Patron must ride The Jule a minimum of (10) times per month or risk card cieactivation. Patron acknowledges ramp usage and bus ridership will be tracked based on the issued cards. Patron a reet to an otter ramp/lot policies listed in the section aboe. Residential Parking District Permit Terms of Agreement ,r,,,,,k-,,,-,,,,,,,.,-,,,, rlr ,,,,1^, ,‘","--,'"'" rotof of residerky is rectuiredwillithis appIkaq46 &die ellotieinent:uhrilit'bin 4Dwetc.)' A Residential Parking Permit shall be issued upon application submission and payment of the annual fee and all outttanding tickets, A separate permit is required for each vehicle the resident parks curbside in the district. No more than two (2) permits shall be issued per household. One guest parking hanigtag permit shall be issued without charge with each red:dental parking permit for use on ,ljr by roviresiderts of the district. Resident parking permit stickers must be displayed in the upper windshield on the driven's side and guest harigrags must be displayed from the rearview mirror while parked in tite district cr risk citation, Residential Meter District Permit Terms of Agreement Patron agrees to park only 'in the assigned metered area. All blocks are restricted per city ordnance to 1 or 2 permits per block, Patron it also responsible for abiding byal other city ordinances while perking in the designated area, including alternate -side parking. Resident meter permits are valid only for the license plate the patron applied under. The resident meter remit shall be valid dependent upon prompt payment of quarterly fees arid all outtarkling parking ticked Issuance of a resident meter permit does not guarantee parking in the assigned area, but protect the resident from citations bared for meter payment or length during the term of their paid agreement. 0 Reserved or No -Parking Meter Request Terms of Agreement Meters may be reserved for corstructiom ntravingor other special events with prior application and payment Meter reservations must be pad for in advance. Meter bags/hoods may only be used on meter numbers listed ion application. An additional $21 will be charged for a last,„ itolen, or damaged meter hood/lock and a 33 fee for lost, stolen. or damaged keys, Reserved meter spaces to be coddled by anything other than a vehicle must obtain a permit with the City of Dubuque Engineering Department By signing below, you agree to the above terms and certify all information given is true and correct Signature: Date: PARKING SERVICE TERMS OF AGREEMENT vt,. • 1, , 33, Monthly Parking Authorization for Direct Debit Payment Sign up for AutoPay - it's free & easy! With this authorization, your payments are deducted directly by the City from your financial institution on the 2O day of each month. Financial institution Information Financial Institution Name: City: Routing Number . maw-mma.AamIarvarval, yarFaramarraagaltalirva- Taq!,parallanylosafama TioNtl mowt,1,1r„ .i.ctrS9PPYRIR;v,..— *'9,1?P 1 hereby authorize the City of Dubuque to initiate debit entries to my checking account and financial institution above, to debt same to such account for payment of monthly parking. This authority is to remain in full effect until the city of Dubuque and Financial Institution have received written notification from me of its termination in such time and manner as to Of font the City anal Financial institution* reasonable amount of time to act on it. 1 agree that 1 arn obligated to the City for parking services and insufficient hinds charges if a charge to my account is cfishancred, for whatever reason and the City retains its normal collection rights.. A fee of $1,5 wM be charged .for irisuffitient funds or a closed account. Stat Zip: Account Number Signature: Date: 57 Prepared by/Return to: Jill Connors, Economic Development. 1300 Main Street, Dubuque A 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 & Butler, 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 Attest: Passed, approved, and adopted this 2nd day of December, 2019. Le/ Roy D. Bu T, Mayor Trish L. Gleason, Assistant City Clerk F:\Users\tsteckle\Lindahl\Roshek Property LLC-C&B DA - Roshek Bldg (2019)\Resolution ApprovinglstAmendment_120219.docx 2 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. rJ Roy D. ol, Mayor Attest: Trish L. Gleason, Assistant City Clerk Prepared by/Return to: Jill Connors, Economic Development. 1300 Main Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 440-19 APPROVING A DEVELOPMENT AGREEMENT, AS AMENDED, 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 WHEREAS, the City Council, by Resolution No. 420-19, dated December 2, 2019 declared its intent to enter into a Development Agreement with Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc. for the rehabilitation of 700 Locust Street, Dubuque, Iowa (the Property), including the issuance of urban renewal tax increment revenue obligations; and WHEREAS, the Development Agreement was amended by the First Amendment approved on December 2, 2019; and WHEREAS, pursuant to published notice, a public hearing was held on the proposed Development Agreement on December 16, 2019 at 6:00 p.m. in the City Council Chambers at the Historic Federal building, 350 W. 6th Street, Dubuque, Iowa; and WHEREAS, it is the determination of the City Council that approval of the Development Agreement, for the rehabilitation of the Property by Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc., according to the terms and conditions set out in the 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 THAT: Section 1. The Development Agreement, as amended, 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, including the issuance of urban renewal tax increment revenue obligations, is hereby approved.- Section pproved. Section 2. The Mayor is hereby authorized and directed to execute the Development Agreement on behalf of the City of Dubuque and the City Clerk is authorized and directed to attest to his signature. Section 3. The City Manager is authorized to take such actions as are necessary to comply with the terms of the Development Agreement as herein approved. Passed, approved and adopted this 16th day of December, 201 Attest: 2 Roy D. B ol, Mayor STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: December 06, 2019, and for which the charge is $106.33 Subscribed to before i ie, a Notary Public in and for Dubuque County, Iowa, this day of , 20 /9. Notary blic in and for Dubu ue County, Iowa. lc. JANET K. PAPE COGIMISS1011 Number 199859 My Comm. Exp. DEC 11, 2022 ry'andout :the purposes : objectives;.of the Urban Renewal Plan for the Greater�Downtown Urban`Renewal Distract consisting' of theuntl yingrof'economic opment grants :for; Roshek Prorerty :LC, under the terms :ands ;conditions ofthe Urpan ReneWi'al plan for they }_Greater Oovyntown Ur; ban Renewal District i The aggregate_ amou Int of the an newal: Tax ncremUrbRe ent Revenuer Grant'Ob] gations<can" not be -determined ate= the present t rrie Dut is nQt expected toTexceed' 11"-g25;11 0 T RESOLVED': BY THE 'I TY COUNCIL OF THE Ej OF „ gUBUQUE, Eby}Iowa Code: '7403 9 of a pub g on the Jty s approve the; gentAgree i authorize Ur'+ enewalTax, evenue. igations,to be $held ections tesidentor„ owner of the.0 above acfibp objections l receivedan ered theC naatL issuance. enewal even ns ror al tor opo$ajZ tftfAt rearing- ere CitCourlc �rneeting idfo nmer=i horize such'; the tin ban' Inereeht`. antObfga and heartland Fi ear ISA [n Viand onzing Urban Re , Increment nuo obligatipns proceedsofyhich lations wll be used 3%xeert .a irry'�outain ofd expectetlthat rthelj jregate amount oft' ncrement Rev 4.4.030-1* ,li5 will approxi-, $2)52;000 on 3The City--- hereby direct cause at Ieast:-.1 ,Clerk s Office 50 :W said meeting in a 13th St -Dubuque, IA newspaper printed whol `` ;'52001' on or before ly m the English Ian said time of ublic, wgGage published fat%z hearing At said : time ,Least once weekly and,: Viand tplace of pilbhc `having general circdfa--a hearings :all =interested =tion in said. City, said' :>citizens ,;and ; parties''. publication ,to`be not - will be given an oppor less than four days nor',! tunny to Abe heard for _more than twenty days' nor against `said propos =;before the. date of said aI meeting ons the is -j Individuals with ,limit suance of said obligay ed English proficiency tions vision .2heanng i or; Section 4 The notice speech impairments or '. of •the public hearing'°, regwnng _special asses and the proposed ac- tance should contact tionto issue said obh' tfre City ;Clerks,"office" gations K shall be n ( ) 589-4100 ubstantially`ahe /TI Y, C563) 690 attached hereto Rased approved and';i adoptedthis=2nd day of", December, 2019 /s/Roy D ,Buol, Mayor st,/s/Trishhl?Gleason,`; Assistant City Clerk at -.563 "TDD %6678 C: form CITY OF DUA-BUQUE IOW OFFICIAL NOTICE NOTICE OF A PUBL11 HEARING ,'.'OF .TH CITU;_ COUNCIL" :( THE,,CITY' OF :DUI UQUE, IOWA, ON -_, PROPOSED'DEYELOP IuMENT AGREEMENT can --use owa by dialing 800):735 Dated this 2nd day o , ecembec2019 evin S Rrnstahl Clerk of Dubuque, rowat_j IOLUTION NO 420 19" _ IXING THE `DATE CITY OF DUBUQUE, IOWA OFFICIAL NOTICE.j NOTICE OF:A PUBLII HEARING ,' OF THI CRY COUNCI THE;` CITY' 'OF f TDD/TTY 1;563), 6� 6678,atyclerkC�cit dubuque org ,as as feasible, (6'::) of hea;411. 7-1?::. g uuRelay adillg•;711 or (800),_735 2 Dated #hisnd�day of e9 ' /s/Kevin Clerk Dubuque; ached herl Passed approved and: adopted,this'2nd'day`of December,2019 /s/Roy 0. Buol Mayon Attest /s/Trish.L".Gleason,= Assi$ tant City Clerk '-' It 12/6" UQUE, IOWA; RESOLUTION PROPOSED DEVELOP NO 420-19` MENT AGREEMENT J, FIXING THE DATE,. BY;`AND�AMONG THE 's FOR A ;PUBLIC HEAR ;'' CITY OF : DUBUQUE, ING OF THE CITY 1'10WA, ROSHEK PRO COUNCIL OF THE PERTY, LLC; COT CRY AF, :UABUQUE, , TINGHAM & BUTLER, ; IOWA : ON ;PRO ; INC; AND ;,; HEART - POSED EVELOP r LAND FINANCIAL USA, MENT D AGREEMENT INC., INCLUDING AU „ BY AND AMONG THE THORIZING THE ISS Cfry� OF DUBUQUE,, SUANCE OF^URBAN IOWA, ' ROSH nr RENEWAL sTAX IN pROPERTY, LLC; COT CREMENT „REVENUE. TINGHAM,. , BUTLER, Es GRANT OBLIGATIONS INC., "AND HEART PURSUANT °;TO THE LAND > FINANCIAL ; DEVELOPMENT AGREE USA,; INC,' INCLUDING4 ME PUBLIC NOTICE THEA- ISSUANCEr;� OF'; hereby given; that the URBAN .,-,'4,' RENEWAL: TAX,INCREMENT; RE a' City'Council'of the City,;: VENUE, OBLIGATIONS,, of Dubuque lowa will AND,PROVIDING=;FOR:; hold€, a public hearing THEPUBLICATION OF;I onuthe 16th.day of Dem NOTICETHEREOF s , cember 2019 = at 6 00 Whereas City; p m _1n the City Cou Chanibers at 1the ,I toric Federal'Build' 350' W 6th #z Dubuque which meeting the; Coupcd proposes take; action toapp[ a DeveloprnentnAg_i meet between rehab _ ,40056.44. ;94 oclTst StrQeta copy of uevelopment Agree men is now on file•a the'`Office of'ahe Clerk City Hall 50 W 13th';! Street ; Dubuque; lova including the i_` suance of economig developmenttOgrant` (Urban Renewal Tax n; crenient Revenue Gi Obligations therein 1n of DeveIPP i1enY Afire€ ment 1s raw on fJe z the Office of the Cit Cleri Cty Hall 50•:UI I3th Street, Dubuqui ereas the.. Cit Council"has�tentaff el determined Lthat 4 would be in the best s ouncil authorize: an Renewal Ta:113'; e lent Revenue obiigat provitled by ose of carrying., ut theµ rehab111tation'; f, property located a o0"LociJ t Street, and Whereas before=said' bllgatlons (naybe ap rovgd, Chapter 403 ot, CERTIFICATE of the CITY CLERK STATE OF IOWA ) SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 440-19 and associated Certificate of Publication is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this al 7th day of December, 2019. Keen%. Firnstafil,vCMC, City Clerk CLOSING CHECKLIST THE CITY OF DUBUQUE, ROSHEK PROPERTY, LLC, COTTINGHAM & BUTLER, INC.. AND HEARTLAND FINANCIAL USA, INC. December 30, 2019, 10:00 a.m 300 Main Street Suite 330 Dubuque IA The Roshek Building A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa, and numbered as Tots 141, 142 and 143a; AND, City Lots 143, 144 and 145; In the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa (Known locally as The Roshek Building) (the "Building") 1. Memorandum of Development Agreement City 2. Copy of Purchase Agreement with Dubuque Initiatives Roshek 3. City Certificate City 4. City Attorney's Opinion City 5. Opinion of Developer's Counsel Roshek (Roshek Property, LLC) 6. Opinion of Employer's Counsel C & B (Cottingham & Butler, Inc.) 7. Opinion of Employer's Counsel Heartland (Heartland financial USA, Inc.) 8. Revocable License City Authorizing Roshek Property, LLC to construct and maintain Certain improvements on public ROW (from City to Roshek) 9. Grant of Easements C & B Perpetual Easement from City to Roshek for Roshek Encroachments 120519ba1 CITY OF DUBUQUE, IOWA ROSHEK PROPERTY, LLC Developer By: arry A. Lindahl enior Counsel 1205!9bal COTTINGHA Employer Bv: HEAR7L1,>iN I FI AN IAL USA, INC. Em pl9y, By: Michael J. Coyle, Es . 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, Iowa (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, Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa (Known locally as The Roshek Building); The Development Agreement is dated for reference purposes the 16th day of December, 2019, and contains covenants, conditions, and restrictions concerning the 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 -)b day of NC( -Mt , 2019. CITY OF DUBUQUE, IOWA By Roy g7Buol, Mayor ATTEST: Kevin S. 'irnstahl, City Clerk (City Seal) 2 STATE OF IOWA : ss: DUBUQUE COUNTY On this 30th day of December, 2019, before me, a Notary Public in and for the State of Iowa, in and for said county, 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, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. TRACEY L. STECKLEiti Commission Number 718018 My Comm Exp. 4 -IJ-f7 Notary Pub ic, State of Iowa ROSHEK PROPERTY, LLC Developer Lynn H. Fuller, President STATE OF IOWA SS COUNTY OF DUBUQUE On this%-+ day of /� '(� /,,. ,, 201 before me the undersigned, a Notary Public in and for the State of Iowa, 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 Iowa limited liability company executing the instrument to which this is attached and that as said president 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. N'otary P'iblic 4 3 z z• MICHAEL 1. CHYLE Commission Number 5474 My Commission Expires 7 � COTTINGHAM & BUTLER, INC. C&B Employer By: Da'`'• Becker, resident & CEO STATE OF IOWA SS COUNTY OF DUBUQUE On this ,' ii day of „r(/ c (.7, 14 X.yt 20/7 before me the undersigned, a Notary Public in and for the State of Iowa, 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 Iowa corporation 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. IOWA 4 MARK J. WILLGING COMMISSION NO. 15 6 372 MY COMMISSION EXPIRES MAY 31, 2020 HEARTLAND FINANCIAL USA, INC. Heartland Employer By: Bruce K. Lee, President & CEO STATE OF IOWA SS COUNTY OF DUBUQUE I On this / 0- day of 4-2y,,,_>04„62,,,, 20!=>, before me the undersigned, a Notary Public in and for the Sta(e of Iowa, personally appeared Bruce K. Lee, to me personally known, who, being by me duly sworn, did say that he is the President & CEO of Heartland Financial USA, Inc., the Delaware corporation executing the instrument to which this is attached and that as said President & CEO of Heartland Financial USA, Inc. acknowledges the execution of said instrument to be the voluntary act and deed of said com•any, by it and by hi an individual, voluntarily executed. Nota Public 5 40 s MICHAEL J. COYLE i Commission Number 5474 �f. M ommission Expires w? --i3-2 o 11/27/19 11:51141 HP LASERJET FAX ASSIGNMENT OF PURCHASE AND SALE AGREEMENT p.02 WHEREAS, Cottinghntm & Butler, Inc., an Iowa corporation arid Hoartland Financial USA, Inc., a Delaware corporation, are Purchaser's under that certain .Purchase and Salo Agreement with Rosli.ck Building, LLC, ffli Iowa limited liahi.Uty company, as Seller, dated the 5'r ay of' November, 20[9, the "Agreement", �-'i'^ WHEREAS, Section 17.3 of the Agreement provides that Purchasers may assign. the Agreement to any entity jointly owned by Purchasers, WHEREAS, Purchasers now intend to assign. the Agreement to Reshok Property, LLC, an Iowa limited liability company. NOW, THFRF.,FORIv', Cottingham & Butler, Inc. and Heartland Pinancial LISA, Inc. hereby assign the Purchase and Sa1e'Agreennent to Roshek Property, LLC which is an entity owned ozne.half by each of Cottingham ; Butler, Inc. and Heartland Financial USA, Inc, Dated this /G6/; J day of November, 2019, Cottingham & Butler, Inc, Heartland Financial USA, Inc, I3y.a avid Booker, President'" M„ f3 : ` Ltom , '' Michael J. Coyle, xecut t Vice President and Senior General Counsel This Assignment received this _ z day of V d,�rw�, 2019. Rost ok Building, LLC PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into effective as of the Effective Date by and between ROSHEK BUILDING, LLC, an Iowa limited liability company ("Seller"), and COTTINGHAM & BUTLER, INC,, an Iowa corporation and HEARTLAND FINANCIAL, USA, INC., a Delaware corporation (together with their successors and assigns, "Purchaser") (Seller and Purchaser are sometimes hereinafter collectively referred to as the "parties" or the "Parties" and are sometimes hereinafter singularly referred to as a "party" or a "Party"). Summary of Agreement Terms. The following is a surnrnaiy of key terms of the Agreement: Seller: ROSHEK BUILDING, LLC Purchaser: Purchase Price: Earnest Money: Pro er Due Diligence Material: Due Diligence Period: Title and Survey Review Period: COTTINGHAM & BUTLER, INC. and HEARTLAND FINANCIAL USA, INC. $12,000,000.00 $25,000.00 700 Locust Street, Dubuque, Iowa (Legally described on Exhibit A) Seller to deliver the Due Diligence Material to Purchaser within 20 days of the execution of this Agreement. The period beginning on the Effective Date and continuing for a period of Forty Five (45) days after the Effective Date (the "Due Diligence Period"). Purchaser shall have the right to extend the Due Diligence Period for one additional period of Thirty (30) days (the "Extension of Due Diti ence Period") upon two (2) days prior written notice to Seller (the "Extension of the Due Dili ence Period Notice ith the Extension of the Due Diligence Period Notice to received by the Seller on or before the expiration of the Due Diligence Period). The period ending 30 days after Purchaser receives the last of the Survey, the Title Commitment or Abstract of Title and the documents referred to therein as conditions or exceptions to title of the Property. Closing Date: December 31, 2019. 1 SECTION 1 - DEFINITIONS 1.1 Definitions. As used herein, the terms Listed in the above-mentioned Summary of Agreement Terms have the meanings given to them therein, and the following terms have the meanings given to them below: (a) Bill of Sale; The bill of sale and assignment title to the Intangible Personal Property and the Tangible Personal conveying Purchaser clear (b)Bzu`lding; The Roshek Building located on the Land. (c) Building I ases; The leases in which Seller is lessor of certain spaces in the Building and tenants are the lessee of those spaces, if any. (d) Cl_ using: The exchange of documents and funds to consummate the transaction contemplated herein. (e) Closin Date: The date of Closing, which will be no later than December 31, 2019, contingent and subject to all Contingencies having been satisfied or waived in writing by the Purchaser. (f) Code: The Internal Revenue Code of 1986, as heretofore or hereafter amended, and the regulations from time to time promulgated thereunder. (g) Contracts: The interests of Seller in and under all management agreements, service contracts, maintenance arrangements, construction contracts, architectural contracts, and other written agreements affecting the operation of the Property, if any. (h) Co: Dubuque County, the county in which the Property is located. (i) Deed: A general warranty deed conveying the Land, the Improvements, and the Building to Purchaser, subject to the Permitted Exceptions. (j) Earnest Money: Funds delivered by Purchaser to Seller in accordance with Section 4 (less the Independent Consideration), to be held by Seller and applied to the Purchase Price or otherwise disbursed in accordance with the provisions of this Agreement. (k) Effective Date: The date of the full execution of this Agreement by the parties. 2 (1) Environmental Laws: Any local, state or federal ordinance, law, rule or regulation, pertaining to environmental regulation, contamination, cleanup or disclosure, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (as now or hereafter amended, "CERCLA"), 42 U.S.C, § 9601 et sec ,, the Resource, Conservation and Recovery Act (as now or hereafter amended, "RCRA"), 42 U.S.C. § 6901 et seq., Superfiind Amendments and Reauthorization Act of 1986 (as now or hereafter amended, "SARA"), Pub. L. 99-499 100 Stat. 1613, the Toxic Substances Control Act, 15 U.S.C. § 2601 etsem., the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. ° 1101 et seq., and all amendments of the foregoing, or any state superlien or environmental clean- up or disclosure statutes. (rn) Estoppel Certificates: (1) An estoppel certificate in the form attached to this Agreement as Exhibit "C" for each of the Leases. (n)Fixtures: Includes all fixtures that irate rail beton to or s ecif call ada ted to ora art of the real estate whether attached or detached includin but not limited to wall to wall car etin li t fixtures all HVAC orients all window treatments that are owned b the Seller and electrical service cables. (o) Hazardous Substances: A11 substances and materials which are included under or regulated by any Environmental Law, together with asbestos, polychlorinated biphenyls, petroleum products and raw materials which include hazardous constituents. (p) Im rovernents: Those certain utility lines, computer and fiber optics improvements, and other improvements of every kind and nature presently situated on, in, under, about, or hereafter erected, installed or used under, in, on, or about the Land. (q) Intangible Personal Pro zrerty: Any and all other trade names, trademarks and logos used by Seller in the operation and identification of the Property (and not in connection with Seller's other business or properties), and any goodwill related to the Property, if any, and any: (i) assignable and unexpired guarantees and/or warranties issued to Seller, (ii) as -built plans and specifications associated with the Building, the Improvements, or the Land, (iii) construction documents relating to the construction of any improvements underground, at ground level, or above ground, (iv) architectural plans and documents, (v) engineering plans and documents, (vi) plans and documents relating to the computer and fiber optics improvements. (r) Land: Approximately .67 acres of land in Dubuque County, Iowa, with the following tax parcel identification number: 1025204001, being more particularly described on Exhibit "A" attached hereto and incorporated herein by reference, together with (0 all rights, easements, access rights, rights of way, privileges, hereditaments and appurtenances, and (ii) all right, title and interest of Seller in and to any and all COM includin li t bulbs 3 easements, alleys, streets, rights-of-way and other real property bounding the Lancs, together with all rights of ingress and egress unto the Land. (s) Licenses: All licenses relating to the Property, if any. (t) Permitted Exce tions: The defects, liens, encumbrances and other matters affecting title to the Property to which Purchaser does not object or is deemed to have accepted in accordance with this Agreement. Notwithstanding anything which may be construed or interpreted to the contrary in the Agreement, inn o event shall Liens, claims, security interests, mortgages, deeds of trust, mechanic's liens, and/or other encumbrances of a monetary nature affecting the Property which were not caused by Purchaser (the "Identified Mortgages") be Permitted Exceptions. Seller shall release all Identified Mortgages on or before the Closing Date, (u) Property: The Building, Contracts, Fixtures, Improvements, Intangible Personal Property, Land, Leases, Licenses, and Tangible Personal Property. (v) Purchase Price; $12,000,000.00. (w) Su- ivey: A current survey of the Land and Improvements, prepared in accordance with Section 5 by a licensed surveyor selected by Purchaser ("Surveyor") (x) Survive ig_pbligations: Liabilities and obligations which, by their express terms, survive the Closing or the termination of this Agreement. (y) Tan '1310 Personal Pro erty: Any: (i) equipment, machinery and other personal property associated with the ownership, operation, and maintenance of the Building, the Improvements, or the Land, and (ii) all equipment, firrni.ture, trade fixtures and other items on Exhibit D hereof (z) Title Commitment: A current Commitment for Title Insurance pertaining to the Property for the issuance to Purchaser of the Title Policy from the Title Company. (aa) Title Company; First American Title Insurance Company. All terms used herein, whether or not defined in, Section 1.1, and whether used in singular or plural form, refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require. SECTION 2- PURCHASE AND SALE Subject to the terms, provisions and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the Property for the Purchase Price. 4 SECTIO 3 - PURCHASE PRICE Purchaser will pay the Purchase Price to Seller in accordance with Section 12 b wire transfer of "same day" or "good" funds ("Cast Funds") y SECTION 4 - EARNEST MONEY 4.1 Eames n Within 5 business days after the Effective Date, Purchaser shall deliver to Seller an Earnest Money deposit of $25,000.00 in Cash Funds (the "Earnest Monev"), Upon the Closing, the Earnest Money will be applied to the Purchase Price. If the Closing does not occur as required pursuant to this Agreement, then the Earnest Money must be disbursed in the manner provided for in Sections 5.3, 7.2, 10, 15.2(a), or 16. 4.2 Release of Earnest 11�Ioney, See Sections 10 and 16 of this Agreement. SECTION 5 - SURVEY AND TITLE MATTERS 5.1 Stun , Purchaser, at Purchaser's sole cost and expense, may obtain an updated survey of the Land which complies with the minimum standard detail requirements for ALTAINSPS land title surveys promulgated by ALTA/NSPS Effective Febn asy 23rd, 2016, and which contain the following Table A Options: 1-4, 6(a), 6(b), 8, 9, 11, 14, and 17 - 20 (the "Survey"). The Survey must be elated subsequent to the Effective Date and must be sufficient to permit the Title Company to modify the standard printed exception in the Title Policy pertaining to discrepancies, conflicts, shortages in area or boundary lines, encroachments, overlapping of improvements or similar matters (the "Sure, Exce tion") Without limiting the foregoing, the Survey must indicate (1) the location of all improvements, all existing and proposed roadways traversing, adjoining or bounding the Land, all building and setback lines, all ponds, creeks, rivers, canals, ditches, and screams, and all easements, rights -of --way, and encroachments, (ii) the number of gross square feet and "net square feet" (as defined above) of area within the Land, (iii) the location and size of all gas, electric, water, sewer and telephone utilities now or in the future servicing the Property, including information regarding such utilities' proximity to the Land, if such utilities are not currently located on the Land, (iv) the perimeter of the Land, and (v) that the corners of the Land have been monrnnent d properly. Allaries recorded matters shown on the Survey must be legibly identified by references. After review and modification in accordance witht Section 5.33 herreof, the le volume and page egal description contained in the Survey will be substituted for ExhibitA" of his Agreement. 5.2 Title Commitment. Seller, at Seller's sole cost and expense, must cause the Title Company to furnish to Purchaser the Title Commitment, together with good legible copies of all documents constituting conditions or exceptions to Seller's title as reflected in the Title Commitment. The Title Commitment must be dated subsequent to the Effective Date. 5 5.3 Review Period. Purchaser will have a period ending 30 days after receipt by Purchaser of the Iast of the Survey, the Title Connnihnent and the documents referred to therein as conditions or exceptions to title to the Property (the"Title Review Period") in which to review such items and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment or the Survey. As to items to which Purchaser makes objection, Seller agrees to use reasonable efforts to effectuate the cure of such objections, If Seller is unable despite its reasonable efforts to cure any of Purchaser's objections at least 5 days prior to Closing, Purchaser will have the right to either (1) terminate this Agreement, in which event Escrow Agent must deliver the Earnest Money to Purchaser and neither Seller nor Purchaser will have any further obligations hereunder (except for Surviving Obligations), or (ii) waive such title matters and proceed to Closing, in which case the waived title matters will be considered Permitted Exceptions. If any title matters arise after the expiration of the Title Review Period but prior to the scheduled Closing Date, then Purchaser will have the right to make objections to such items and the process described in this Section 5,3 will be repeated (and, if required, the Closing Date will be extended accordingly). 5.4 Title Polioy. At Closing, Title Company must furnish to Purchaser, at Seller's sole cost and expense, the Title Policy. SECTION 6 - DUE DILIGENCE MATERIAL Within 10 days after the full execution of the Letter of Intent between the parties (the "Delivery Date"), Seller has delivered to Purchaser, at Seller's sole cost and expense, true and accurate copies of those items/documents relating to the Property and listed on Exhibit "13" to this Agreement, to the extent said items/documents relating to the Property are in the possession and/or control of Seller (the "Due Diligence Material"). During the Due Diligence Period or the Extension of the Due Diligence Period, the Purchaser may request additional Due Diligence Material and, in that case, the Seller agrees to undertake its best efforts to obtain such Due Diligence Material. SECTION 7 - DUE DILIGENCE REVIEW AND INVESTIGATIONS 7.1 During the Due Diligence Period, as same may be extended, Purchaser shall be entitled to review and shall have the right to approve the Due Diligence Material. During the Due Diligence Period, as same inay be extended, Purchaser may obtain, at Purchaser's expense: (i) a geotecbnical assessment/study of the Property,(ii) environmental assessment/study of the Property (to include invasive testing at Purchaser's election, (iii) an appraisal of the Property, and (iv) such other tests, inspections, studies, and investigations of the Property as Purchaser deems necessary in its sole discretion [(1) - (iv) are hereinafter collectively referred to as the "Investigations"j. In connection with the Investigations, Seller will permit Purchaser and its designees the right to enter upon the Property to inspect the Property and to conduct the Investigations. In the event Purchaser terminates the Agreement on or before the last day of the Due Diligence Period, as same may be extended, the Earnest Money shall be immediately released to the Purchaser. 6 7.2 Purchaser has one (1) option, to be exercised by delivering written notice to Seller at least two (2) days prior to the expiration of the Due Diligence Period (the "Extension of the Due Diligence Period Notice") to extend the Due Diligence Period by thirty (30) days (the "Extension of the Due Diligence Period"). In the event Purchaser terminates the Agreement not later than the last day of the Extension of Due Diligence Period, the Earnest Money shall be immediately released to the Purchaser. 7.3 Purchaser may at any time during the Due Diligence Period or Extension of the Due Diligence Period inform Seller of any condition of the Building, Improvements or any component, mechanical or otherwise, thereof which the Purchaser deems to be unsatisfactory. The Purchaser may terminate this Agreement as provided in Section 7.1 or 7.2, or the Purchaser may provide notice to the Seller of the procedure which Purchaser requires Seller to complete in order to remedy the unsatisfactory condition(s). Seller shall then have fourteen (14) days to inform Purchaser whether Seller will comply with Purchaser's requirements. If Seller agrees to such conditions, then this Agreement shall remain in foil force and effect subject to all other terms and conditions, including the Contingencies of Section 9. If Seller does not fiilly comply with Purchaser's requirements, then Purchaser may terminate the Agreement within fourteen (14) days of receipt of Seller's response and the Earnest Money shall be immediately released and returned to Purchaser. SECTION 8 — RISK OF LOSS/CONDITION 8.1 Risk of Loss and Insurance. Seller shall bear the risk of loss and damage to the Property prior to Closing or possession, whichever occurs first. Seller agrees to maintain existing insurance and Purchasers may purchase additional insurance. In the event of substantial damage or destruction prior to Closing, this Agreement shall be null and void; provided, however, Purchasers shall have the option to complete the Closing and receive insurance proceeds regardless of the extent of damages. The Property shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before the Closing Date. 8.2 Condition of Property. The Property as of the date of this Agreement, and all improvements, will be preserved the Seller in its present condition until possession, ordinary wear and tear excepted. Sellers makes no warranties, express or implied, as to the conditions of the Property other than those made in Section 13.1. SECTION 8A — IMPROVEMENT'S PRIOR TO CLOSING Purchaser intends to begin some improvements to the Building prior to the Closing. Seller agrees to allow developer, Cottingham & ButIer, Inc., and Heartland Financial USA, Inc., reasonable access to the Building prior to Closing to commence constructing improvements on the floors which Cottingharn & Butler, Inc., or Heartland Financial USA, Inc., intend to occupy. Cottingharn & Butler, Inc. and Heartland Financial USA, Inc., do hereby release Seller from and 7 against any damages, claims or causes of action arising from such early access and construction activities unless such damage, claim or cause of action is a result of the negligence of Seller. Each of Cottingham & Butler, Inc. and Heartland Financial USA, Inc., jointly and severally, agree to hold harmless and indemnify Seller and its agents, board of directors and employees (the "Indemnified parties")from and against any damages, claims or causes of action of any third party or damage to the Property related in any way to the early access to the premises or the construction activity, unless such damage, claim or cause of action is the result of the negligence of Seller, Such indemnity shall include any attorneys' fees or costs incurred due to such claim, The Buyer's shall obtain appropriate insurance to cover all claims addressed by this paragraph with limits of not less than $3 million and shall name the Indemnified Parties as additional insureds under such policy. In the event construction activity occurs and this transaction does not close for any reason, Cottingham & Butler, Inc. and Heartland Financial USA, Inc, agree, at their expense, to return the premises to its condition prior to such construction activity, unless waived by Seller. SECTION 9 - CONTINGENCIES Closing on the Agreement will be contingent and dependent upon the satisfaction or waiver by Purchaser, in Purchaser's sole discretion, of the following contingencies and conditions precedent: (i) Purchaser obtaining confirmation during the Permitting Period that all utilities serving the Property are Iocated within the right of way of the Property; (ii) approval of the Updated Survey, if any, during the Permitting Period; (iii) agreement of the Title Company to issue to Purchaser prior to the Closing Date (as hereinafter defined) the Owner's Policy of Title Insurance in the form of the pro -forma Owner's Policy of Title Insurance and to issue to any Lender of Purchaser prior to the Closing Date the Lender's Policy of Title Insurance in the form of the pro -forma Lender's Policy of Title Insurance; (iv) that an agreement is reached with the City of Dubuque, Dubuque, Iowa that the TIF which is presently in effect will remain in effect for its stated term upon the transfer of the Real Property to the Purchaser; (v) that Seller (at no cost to Purchaser) has obtained a binding agreement fronn IBM that any and all leases with IBM may be terminated on or before June 30, 2021, and that IBM will completely vacate the premises by the same date; (vi) that Purchaser will have received approval for state and local tax incentives acceptable to Purchaser; (vii) that Purchaser will have reached a satisfactory agreement with the City of Dubuque regarding parking facilities and related safety improvements, includingli htin boxes and cameras on the pedestrian walkway related to the parking facility; g; g' public call (viii) that Purchaser is satisfied it will be able to install and construct its intended improvements and fixtures to the Roshek Building, including but not limited to, security access devices and corporate signage; (ix) the terms of the current leases for existing tenants are acceptable to Purchaser and Seller does not modify any of the leases without the written consent ofPurchaser; (x) Purchaser's receipt of all necessary and appropriate state and federal bank or other regulatory agencies' approval for the purchase of the Property. (xi) That all encroachments onto City of Dubuque property have been or will be permitted by the City of Dubuque. (i) - (xi) are hereinafter sometimes collectively referred to as the "Contingencies" and are hereinafter sometimes individually referred to as a "Contingency". SECTION 10 - TERMINATION OF PURCHASE AND SALE AGREEMENT In the event Purchaser is unable to satisfy itself within the referenced time periods in Section 9 of this Agreement with respect to any Contingency {or within the referenced time periods with respect to the Contingencies] Purchaser shall have the absolute right to terminate the Agreement, without penalty or liability, and the Earnest Money Deposit shall be immediately returned to the Purchaser, and the parties shall have no further obligation or liability to each other, except for any Surviving Obligations. SECTION 11 - INDEMNITY 11 Indemnity, Each party hereto represents to the other that (i) there are no real estate commissions, finders' fees or brokers' fees that have been or will be incurred in connection with this agreement -or the sale of the property, and (ii) such party has not authorized any broker or finder to act on such party's behalf in connection with the sale and purchase hereunder. Each party hereto agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by such party with any broker or finder in connection with this Agreement or the transaction contemplated hereby. This obligation will survive the Closing or any earlier termination of this Agreement. SECTION 12 - CONDEMNATION 9 Purchaser will have the option to terminate this Agreement upon written notice to Seller prior to Closing if any portion of the Property is or becomes subject to a taking or a proposed taking by condemnation or similar proceeding or action, Upon any such termination by Purchaser, this Agreement will automatically terminate, and the Earnest Money shall be returned to Purchaser, and the parties hereto will have no further obligations one to the other hereunder except for Surviving Obligations, If Purchaser does not exercise its option to so terminate this Agreement, then this Agreement will remain in full force and effect and Seller must assign or pay to Purchaser at Closing, Seller's interest in and to any and all condemnation awards or proceeds from any such proceedings or actions in lieu thereof SECTION 13 - REPRESENTATIONS AND WARRANTIES 13.1 Seller Representations. Seller makes the following representations and warranties, as of the Effective Date and as of the Closing Date, which said representations and warranties other than the representations and warranties in 13.1(a) and (d) which shall survive for the applicable statute of limitations, shall survive Closing for a period of eighteen (18) months. No representations or warranties shall be merged into any document recorded at or after Closing: (a) Organization and Authority. Seller is an Iowa limited liability company and is duly organized and validly existing under the laws of the State. The execution and delivery of this Agreement by Seller and the performance of this Agreement by Seller have been duly authorized by Seller, and this Agreement is binding on Seller and enforceable against Seller in accordance with its terms. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will violate any restriction, court order or agreement to which Seller or the Property is subject. Seller is not a 'foreign person" but is a "United States person" as such terms are defined in Sections 1445 and 7701 of the Code. (b) No Prohibitions. Seller is not prohibited from (i) executing or delivering this Agreement, (ii) complying with the terms of this Agreement, or (iii) consummating the transactions contemplated by this Agreement by any applicable governmental requirement, agreement, instrument, restriction, or by a judgment, order or decree of any governmental authority, having jurisdiction over Seller or the Property, (o) Bankruptcy. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by Seller or pending against Seller or otherwise related to the Property. (d) Title; Parties in Possession; Encumbrances. Seller has good and indefeasible title to the Land, the Improvements, and the Building, subject only to the matters of record in the real property records of the County. There are no parties in possession of (or with a right to occupy) any portion of the Land and/or the 10 Improvements and/or the Building. The Land and Improvements and Building are free and clear of all mechanic's liens, liens, mortgages, or encumbrances of any nature except those which are to be satisfied on or before Closing. No work has been performed or is in progress by Seller, and no materials have been furnished to the Land and/or Improvements and/or the Building or any portion thereof, which might give rise to any mechanic's, rnaterialman's or other lien against the Land or the Improvements or the Building, or any portion thereof. At Closing, there will be no unpaid bills or claims in connection with any repair of the Improvements, repair of the Building, or work on the Land or Improvements or Building. At Closing, there will be no Contracts affecting the Property and/or enforceable against the Purchaser or the Property, except for those Contracts that Purchaser has elected during the Due Diligence Period or the Extension of the Due Diligence Period to assume at Closing. (e) No Litigation or Other Proceedings. There is no pending action, suit, proceeding or claim affecting the Property or any portion thereof, nor is there any pending action, suit, proceeding or claim affecting Seller which relates to or arose out of Seller's ownership, operation, use or occupancy of the Property (including any action brought by a tenant of the Property). To the best of Seller's knowledge, no such action, suit, proceeding or claim has been threatened. (f) Compliance With Laws. To the best of Seller's knowledge, neither the Property nor Seller is currently subject to (i) any existing, pending or threatened investigation or inquiry by any governmental authority or (ii) any remedial obligations under any applicable law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction or zoning ordinance or classification affecting the Land or Improvements or Building, including, without limitation, all applicable building codes, fire codes, health codes, water codes, flood disaster laws and health and Environmental Laws and regulations (hereinafter sometimes collectively called the "Applicable Laws"). Seller has received no notice from any municipal, local, state, federal or other governmental authority of any violation of any Applicable Laws issued in respect of the Property which has not been heretofore corrected, and no such violation exists, (g) Zoning. Except as disclosed to Purchaser in writing, there are no pending or threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Land or Improvements or Building. To the best of Seller's knowledge, there is no judicial or administrative action or any action by adjacent landowners which would adversely affect, prevent, or limit the use of the Land as currently zoned and platted, The Land and Improvements and Building is an independent unit which does not rely on any facilities (other than facilities described in the Permitted Exceptions or facilities of municipalities or utility companies) located on anyproperty that is not part of the Land and Improvements and Building to fulfill any mnicipal or other govermnental requirement or to obtain essential systems or services (such as, 11 without limitation, drainage facilities and retention ponds). Likewise, no other building or property that is not part of the Land relies on the Land or its facilities to fulfill any municipal or other governmental requirement or to obtain essential systems or services, (h) Property Tax Assessments. Seller has not retained any person or firin to file a notice of protest against, or to commence any action to review, any real property tax assessment against the Land andlor Improvements and/or Building or any portion thereof and, no such action has been taken by or on behalf of any other party. There are no unpaid assessments or other charges for utilities, or other public improvements against the Land and Improvements and Building, and, to the best of Seller's knowledge, no such assessments have been proposed. (i) Utilities. All septic systems, sewer, water, gas, electric, telephone and drainage lines and facilities required by law for the normal operation of the Land and Improvements and Building are fully installed, currently function properly and service the Land and Improvements and Building for its current use, and there are no unpaid assessments or charges for the installation of such utilities or for making connection thereto that have not been fully paid. (j) Condemnation, Seller has not received any notice of any condemnation or similar proceedings having been instituted or threatened against the Land or Improvements or Building or any part thereof, nor is any such proceeding threatened or contemplated to Seller's knowledge. (k) Due Diligence Material. All items delivered or to be delivered by Seller pursuant to this Agreement, including, without limitation, the Due Diligence Material, are and will be true, correct and complete in all respects and do or will fairly present the information set forth in a manner that is not misleading. No such item omits to state information necessary to make the information contained therein not misleading. (1) Environmental Matters. Except as disclosed on Exhibit E (which shall be provided to Purchaser by Seller within ten (10) days of the date of this Agreement), Seller warrants to the best of its knowledge and belief that there are no abandoned wells, solid waste disposal sites, Hazardous Substances, underground storage tanks located on the Property, the Property does not contain levels of radon gas, asbestos, or urea - formaldehyde foam insulation which require remediation under current governmental standards, and Seller has done nothing to contaminate the Property with Hazardous Substances. Sellers warrants that the Property is not subject to any local, state or federal judicial or administrative action, investigation or order, as the case may be, regarding wells, solid waste disposal sites, Hazardous Substances, or underground storage tanks. Sellers shall provide Purchaser with a properly executed Groundwater Hazard Statement showing that to the best of Seller's knowledge there are no wells, solid waste disposal sites, hazardous waste or underground storage tanks on the Property unless disclosed here: None except as disclosed on Exhibit E. 12 (in) Toxic Mold. Seller has received no notice that the Improvements, the Building, or any portion thereof contain any form of toxic mold. (n) Leases. There are no Leases (or leasehold interests of any kind) in or affecting the Property other than the Building Leases, The Building Lease is in fitll force and effect, and the Seller will not, during the pendency of this Agreement, amend any Building Lease, or enter into any new Building Lease without Purchaser's prior written consent, which such consent shall not be unreasonably withheld, conditioned, or delayed. During the pendency of this Agreement, Seller will keep Purchaser advised of all offers to enter into a Building Lease and provide copies of all offers to enter into Building Lease, and letters of intent and Lease Agreements for Building Lease. (o) Seller represents that Seller has not been and will not be a person or entity described by Sec. 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (Sept 24, 2001), and to Seller's knowledge, has not and will not engage in any dealings or transactions, or at any time otherwise associate, with any such persons or entities. 13.2 Purchaser Representation. Purchaser represents, as of the Effective Date and as of the Closing Date: (a) Purchaser, Cottingham & Butler, Inc., is an Iowa corporation duly organized and validly existing under the laws of the State of Iowa and has all the requisite power and authority to enter into and perform this Agreement and the doouinents contemplated hereby. Purchaser, Heartland Financial USA, Inc., is a Delaware corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to enter into and perform this Agreement and the documents contemplated hereby. Each person executing this Agreement on behalf of a. Purchaser warrants and represents that such person has all requisite authority to do so. (b) Purchasers represent that Purchasers have not been and will not be a person or entity described by Sec, 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (Sept 24, 2001), and to Purchasers' knowledge, have not and will not engage in any dealings or transactions, or at any time otherwise associate, with any such persons or entities. 13.3 Indemnity. Seller agrees to indemnify and hold Purchaser harmless frorri and against any damages, losses, costs and expenses (including reasonable attorney's fees) incurred by Purchaser in connection with or arising out of any breach of any of the aforementioned Seller Representations in Section 13.1 (a) . (o). Purchaser agrees to indemnify and hold Seller harmless from and against any damages, losses, costs and 13 expenses (including reasonable attorney's fees) incurred by Seller in connection with or arising out of any breach of the aforementioned Purchaser Representation in Section 13,2. The indemnity obligations contained herein will survive the Closing or the termination of this Agreement. SECTION 14 — COVENANTS 14.1 Seller's Covenants. In addition to S eller's other agreements and undertakings hereunder, Seller hereby covenants and agrees with the Purchaser that, from and after the Effective Date: (a) No Third -Party Interests; No Further Encumbrances, Seller will not transfer or dispose of any portion of the Property or grant to or create in any third party (or permit any third party to acquire) any interest in the Property or any part thereof, and Seller will not, nor will Seller permit any third party to, further encumber the Property without the prior written approval of Purchaser. (b) No Further Contracts. Seller will not enter into any Contracts affecting the Property without the prior written approval of Purchaser. (c) Assessments. Seller promptly will notify Purchaser in writing of the levy (or threatened levy) of any special governmental assessment or similar occurrence and will pay any such assessment levied prior to Closing. (d) Notice of Violation of Applicable Laws. Seller promptly will notify Purchaser in writing of any violation, alleged violation or anticipated violation, of any Applicable Laws of which it gains knowledge or is notified, and will cure any such violation of which it gains knowledge or is notified prior to Closing. (e) Operating and Maintenance Expenses. Seller agrees to pay and discharge all ownership, management, service, and maintenance and similar fees, costs and expenses incurred with respect to periods prior to Closing, specifically including, without limitation, costs and expenses relating to materials supplied and labor performed. Seller agrees to continue to own, maintain, insure and manage the Property in substantially the same manner that Seller has heretofore owned, maintained and managed the Property. SECTION 15 - CLOSING 15.1 Time and Place. The Closing will occur on the Closing Date at the offices of Cottingham & Butler, Inc., 800 Main Street, Dubuque, Iowa or at such other time and place mutually agreed upon by Seller and Purchaser. 15.2 Purchaser's Conditions to Closing. Purchaser's obligation to close the transaction contemplated by this Agreement is conditioned upon satisfaction of the following conditions 14 (collectively, the "Closing Conditions" and each a "Closing Condition") on or before the Closing Date: (a) Accuracy of Representations. The certifications, statements, representations and warranties made by Seller in Section 13 must be true and correct when made and on the Closing Date. (b) Performance of Covenants. Seller must comply with the covenants made by Seller in Section 14 and elsewhere in this Agreement. (c) Contingencies. Satisfaction or waiver by Purchaser of all Contingencies listed in Section 9. If any of the Closing Conditions have not been satisfied by or on the scheduled Closing Date, then Purchaser will have the option, exercisable by giving written notice to Seller, to (i) terminate this Agreement, in which event this Agreement will automatically terminate, Seller will return the Earnest Money, the Purchaser, and the Parties will have no further obligations one to the other hereunder except for Surviving Obligations, (ii) waive such Closing Condition, or (iii) extend the Closing Date until such Closing Condition is satisfied, in which event the Closing will take place 15 days after such Closing Condition is satisfied. If all of the Closing Conditions have been satisfied prior to the scheduled Closing Date, or if Purchaser elects to waive any of the Closing Conditions prior to the scheduled Closing Date, then Purchaser may notify Seller of such fact and the Closing Date will occur 15 days after Purchaser's notification of such satisfaction or waiver. 15.3 Seller Delivery. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller's sole cost and expense, each of the following items: (a) Deed. The Deed (in a forrn satisfactory to Purchaser's counsel), duly executed and acknowledged by Seller, in form for recording and otherwise reasonably acceptable to Seller and Purchaser, conveying good and indefeasible fee simple title in the Land, the Improvements, and the Building to Purchaser, subject only to the Permitted Exceptions. (b) Bill of Sale. The Bill of Sale (in a form prepared by Purchaser and agreed to by Seller), duly executed by Seller. (c) Assignrnent of Contracts. An Assignrrrent of Contracts (in form prepared by Purchaser and agreed to by Seller), assigning those Contracts that Purchaser has elected during the Due Diligence Period or the Extension of the Due Diligence Period to assume at Closing, duly executed by Seller. Seller will also provide all originals and copies of the Contracts in its possession, custody or control. 15 (d) Assignment of Leases. An Assignment of the Building Leases, including all amendments thereto and guarantees thereof (in form prepared by Purchaser and agreed to by Seller), duly executed by Seller, Seller will also provide all originals and copies of the Building Leases, and any amendments thereto and guarantees thereof. (e) The Estoppel Certificates, (f) Termination of Contracts. Termination of Contracts (in form prepared by Purchaser and agreed to by Seller), terminating those Contracts that Purchaser has elected during the Due Diligence Period or the Extension of the Due Diligence Period not to assume at Closing, duly executed by Seller, (g) Releases for all Identified Mortgages. Releases far all Identified Mortgages then affecting the Property, if any, as shown on the Title Opinion updated to Closing. (h) Seller. Seller Closing Certificate. The Seller Closing Certificate duly executed by (i) FIRPTA Affidavit, An affidavit duly executed by Seller and any other parties reasonably requested by Purchaser or required pursuant to Section 1445 of the Code or the Regulations relating to Seller stating, under the penalty of perjury (i) that neither Seller nor any other party so swearing is a foreign person, (ii) Seller's (and other persons so swearing) name, U.S, taxpayer identification number and address (home address for individuals, office address for entities), and (iii) such other information as may be required by Section 1445 of the Code or the Regulations promulgated thereunder. An executed counterpart of this affidavit may be furnished to the Internal Revenue Service at or following Closing. (j) Affidavits. An affidavit as to debts, liens and parties in possession in the form customarily used by title companies, addressed to Purchaser, duly executed by Seller. (k) Authority Documents. Such evidence or documents as may be reasonably required by Purchaser evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property. (1) Books and Records. All original books and records pertaining to the Property, and all other documents in Seller's possession pertaining to the Property not previously delivered to Purchaser, (in) Keys/Security. All keys/fobs to the Building and any tenant spaces for Building Leases. 16 15.4 Purchaser Delivery. At the Closing, Purchaser shall deliver to Seller, at Purchaser's sole cost and expense, the following items: (a) Purchase Price. The Purchase Price in the manner specified in Section 2 hereof. (b) Authority Documents. Such evidence or dociunents as may be reasonably required by Seller evidencing the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the purchase of the Property. (c) Assignment of Leases. Counterpart original of the Assignment of Building Leases, duly executed by Purchaser. (d) Assignment of Contracts. Counterpart original of the Assignment of Contracts, duly executed by Purchaser, 15.5 Adjustments and Prorations. Unless otherwise stated in this Agreement, Seller and Purchaser agree to prorate all rentals, revenues, utilities, real estate taxes, maintenance charges and other income and operating expenses of the Property, if any, in accordance with the provisions set forth in this Section 15.5. The date used for prorations and adjustments hereunder (the "Proration Date") is end of the day immediately preceding the Closing Date, and accordingly Purchaser will be deemed to own the Property (and will be entitled to any revenues and responsible for any expenses) for the entire day upon which the Closing occurs. Any apportionments or prorations not expressly described herein will be handled in accordance with the customary practice in Dubuque County, Iowa. Seller and Purchaser agree to prepare the closing statement reflecting the adjustments and proration (the "Closing Statement") prior to the Proration Date and deliver an executed counterpart of the Closing Statement to Escrow Agent on or before the Closing Date. Seller will pay any net adjustment in favor of Purchaser in the form of a credit to the Purchase Price. Purchaser will pay any net adjustment in favor of Seller in Cash Funds at Closing. Seller and Purchaser will adjust and prorate the following items of income and expense as set forth herein: (a) Taxes and Special Assessments. Seller shall pay all real estate taxes that are liens for prior years and all those that are due and payable in the fiscal year in which possession is given. Seller shall pay its pro -rata share, based upon the possession date, of the real estate taxes for the fiscal year in which possession is given due and payable in the subsequent fiscal year. Purchaser shall be given a credit at closing based upon the last known actual net real estate taxes payable according to public records. Seller shall pay in full at time of closing all special assessments which are a lien on the Property as of the Effective Date. Any preliminary or deficiency assessment which cannot be discharged by payment shall be paid by Seller through an escrow account with sufficient funds to pay such liens when payable. All charges for solid waste removal, sewage and maintenance 17 that are attributable to Seller's possession, including those for which assessments arise after closing, shall be paid by the Seller. Purchaser shall pay all other special assessments or installments not payable by Seller. (b) Operating Expenses. All costs, expenses, charges and fees for septic system, sewer, water, electricity, heat and air-conditioning service and other utilities, periodic charges payable under the Contracts, periodic fees payable under transferable Licenses, for the operation of the Property, and any other costs incurred in the ordinary course of business for the management and operation of the Property will be prorated as of the Proration Date between Seller and Purchaser on an accrual basis. Seller is responsible for all such expenses that are attributable to the period up to and including the Proration Date and Purchaser is responsible for all such expenses that are attributable to the period after the Proration Date. To the extent commercially reasonable and practicable, Seller must obtain billings and meter readings as of the day preceding the Proration Date to aid in such prorations. If billings or meter readings as of the day preceding the Proration Date are obtained, adjustments of any costs, expenses, charges or fees shown thereon must be made in accordance with such billings or meter readings. 15.6 Possession. Seller must deliver complete possession of the Property to Purchaser at Closing, free and clear of the rights or claims of any third parties. 15.7 Costs and Expenses. Each party will pay its own legal expenses. The Purchaser will pay the fee for the Survey, if any. The Seller will pay: (i) the premium for Purchaser's title commitment and the Title Policy and any work search fees associated therewith, and (ii) any fees imposed by the holder of any existing mortgage on the Property. The Parties shall each pay the costs and expenses of their own attorneys, SECTION 16 - DEFAULT AND REMEDIES 16.1 Seller Default. If any of Seller's warranties or representations in this Agreement are untrue or inaccurate in any material respect, or if Seller fails to meet, comply with or perform any covenant, agreement, or obligation within the time limits and in the manner required in this Agreement, then Seller will be in default under this Agreement and Purchaser may, at Purchaser's sole option, do any of the following: (a) terminate this Agreement by written notice delivered to Seller at or prior to Closing, in which event this Agreement will automatically terminate and the Earnest Money shall be returned to Purchaser, and the parties hereto will have no further obligations one to the other hereunder except for Surviving Obligations; or, (b) enforce specific performance of this Agreement against Seller. The foregoing remedies are in addition to any other remedies available to Purchaser at law or in equity and are not exclusive. Purchaser's election to pursue one or more of the 18 foregoing remedies does not preclude Purchaser's rights to pursue any other remedies available to Purchaser hereunder. 16.2 Purchaser Default. If Purchaser either (i) fails to deliver any of the items required of Purchaser in Section 15.4, or (ii) fails to perform any other covenant, agreement or obligation Lander this Agreement and does not cure such failure within 5 days after receipt of written notice from Seller specifying such failure, then Purchaser will be in default under this Agreement and Seller may, as Seller's sole and exclusive remedy for such default, terminate this Agreement by notice to Purchaser. If Seller delivers such termination notice this Agreement will automatically terminate, and Seller will retain the Earnest Money, and the parties hereto will have no further obligations one to the other hereunder except for Surviving Obligations. Seller and Purchaser agree that the Earnest Money constitute liquidated and stipulated damages (and not a penalty) for a default by Purchaser hereunder because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such default. SECTION 17 - MISCELLANEOUS 17.1 Notices. Any notice under this Agreement must be in writing and must be sent to the appropriate notice address by (i) personal delivery, (ii) a recognized overnight courier, (iii) United States mail, postage prepaid, certified mail, return receipt requested, or (iv) e-mail with a Read Receipt Requested. Notice by personal delivery or overnight courier will be effective upon receipt, notice by mail will be effective upon deposit in the United States mail in the manner above described and notice by E-mail will be effective upon electronic verification of receipt. Any party may change its notice address by delivering appropriate written notice to the other party. The change in notice address will be effective 10 days after the date of the notice. The proper address and E-mail for Seller are as follows: with a copy to: Roshek Building LLC Attn: DoigIas Horstmann, President Email: D. Flint Drake Drake Law Firm, P.C. 300 Main Street Dubuque, IA 52001 Email: fclrake@drakela c.eoin The proper address and E-mail address for Purchaser is as follows: Cottingham & Butler, Inc. 800 Main Street 19 Dubuque, IA 52001 Attn: David Becker Email: dbecker@cottinghambutler.com and Heartland Financial USA, Inc. 1398 Central Ave. Dubuque, IA 52001 Attn: Michael J. Coyle, EVP Email; MCoyle@htlf.com htlf.com with a copy to: Mark J. Willging Fuerste, Carew, Juergens & Sudmeier, P.C. 890 Main St,, Ste. 200 Dubuque, IA 52001 Email; mwil1ging a,Iijerstelaw.com 17.2 Confidentiality, Except as otherwise provided herein, Seller, Purchaser, and Escrow Agent agree not to disclose to the public or to any third party any information regarding the tenns of this Agreement. Notwithstanding the foregoing, Seller, Purchaser or Escrow Agent may disclose any aspect of this if required under applicable law. Furthermore, Seller and Purchaser may disclose such matters on a confidential basis to any attorneys, accountants, professional consultants, financial advisors, partners, investors or potential investors, or lenders or potential lenders to the extent necessary to complete the transaction contemplated by this Agreement. The provisions of this Section 17.2 will survive the Closing and any termination or cancellation of this Agreement. 17.3 Successors and Assignment. This Agreement is binding upon and will inure to the benefit of the parties and their respective heirs, legal representatives, and permitted successors and assigns, The Purchaser may, with Seller's prior written consent, assign this Agreement and Purchaser's rights and obligations hereunder. Provided, however, Purchasers may assign this Purchase Agreement to an entity jointly owned by Purchasers without the consent of Seller, but shall provide Seller notice of any such assignment. 17,4 Governing Law; Miscellaneous. This Agreement is governed by the laws of the State of Iowa, without regard to its conflicts of laws principles, and is performable in, and the exclusive venue for any action brought with respect hereto, will be in the Dubuque County and State of Iowa. To be effective, any amendment or modification of this Agreement must be in writing and must be signed by an authorized signatory of Seller and Purchaser. The parties may waive any of the rights or conditions contained herein or any of the obligations of the other party hereunder, but unless this Agreement expressly provides that a condition, right, or obligation is deemed waived, any such waiver will be effective only if in writing and signed by the party 20 waiving such condition, right or obligation. The failure of either party to insist at anytime upon the strict performance of any covenant or agreement in this Agreement or to exercise any right, power or remedy contained in this Agreement will not be construed as a waiver or a relinquishment thereof for the future. Time is of the essence in the performance of the covenants contained in this Agreement. If it becomes necessary for either party hereto to file a suit to enforce this Agreement or any provisions contained herein, the party prevailing in smell action is entitled to recover, in addition to all other remedies or damages, reasonable attorneys' fees and court costs incurred by the prevailing party in such suit. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. If any term or provision of this Agreement, or the application thereof to any person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted by law. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It is not necessary that the signature of all persons required to bind any party appear on each counterpart. All counterparts collectively constitute a single instrument. If the date upon which any duties or obligations hereunder to be performed occurs upon a Saturday, Sunday or legal holiday, then, in such event, the due date for performance of any duty or obligation automatically will be extended to the next succeeding business day. (Signature page to follow). 21 i!RCHAS] RO: COTTINGHAMYI & BUTLER, INC. an Iowa Corporation, or successors or assigns By: Name: jo avid : e e� Title: President (�lsntx., Date:6eEa$er 2.s 2019 SBILER: ROSHIX BUILDING, LLC an Iowa limited liability company By: Print Name: Title: Date:.19efeber 2.5~ ,.X11.9 HEARTLAND FINANCIAL USA, INC. a Delaware Corporation, or successors or assigns By: Name: t'iclia Fr. Coyle Title: EVP and Senior General Counsel Date:�-2019 22 EXHIBIT "A" - LEGAL DESCRIPTION Tax Parcel Identification No„ 1025204001 A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa; 23 EXHIBIT "B" - DUE DILIGENCE MATERIAL (a) title information (including, but not limited to, the Abstract of Title and any Owner's Policy of Title Insurance), (b) surveys and survey information, (c) Leases, (d) mortgage documents, (e) leasehold financing documents, (f) all site plans, all flood plain information, as -built plans and specifications, construction documents relating to the construction of any improvements underground, at ground level, or above ground, construction contracts relating to the construction of any improvements underground, at ground level, or above ground, (g) all architecture plans and documents, all engineering plans and documents, (h) all plans and documents related to the computer and fiber optics improvements, (i) geotechnical assessments/studies, (j) environmental assessments/studies, (k) service contracts, insurance policies, and insurance certificates, (1) licenses, (m) warranties, (n) all city, county, municipal, local, state, and/or federal governmental and/or agency agreements, approvals, contracts, written understandings and discussions, permits and authorizations relating to and including, but not limited to: (1) unconditional building pertnits, (2) curb cut approvals, (3) signage permits, (4) re -plats of the Property, (5) development permits, (6) construction permits, (7) rezoning of the Property, (8) tax incentive approvals and/or agreements, (9) tax abatement approvals and/or agreements, (10) tax reduction approvals and/or agreements, and (11) tax increment financing (sometimes referred to as "TIP") agreements and/or approvals (collective, the "Governmental Permits" and singularly, a "Governmental Permit"), (o) historical building restrictions, (p) all documents related to utilities and usage of utilities, and (q) other documents relating to or affecting the Property. [(a) - (q) are hereinafter collectively referred to as the "Due Diligence Material"), EXHIBIT C - FORM OF ESTOPPEL CERTIFICATE To: LLC, an Iowa limited liability company, its successors and assigns (collectively, "Purchaser") Re: Lease Agreement, as amended ("Lease") dated between as tenant, and Roshek Building, LLC as " Landlord", for Leased premises located at Suite , comprised of square feet (the "Premises" or the "Property"). Gentlemen: 1. Tenant hereby certifies that the following representations with respect to the Lease are accurate and complete as of the date hereof: Lease: a. Dates of all amendments, letter agreements, modifications and waivers related to The Lease constitutes the entire agreement between the Landlord and Tenant and there are no amendments, written or oral, to the Lease except as identified above. b. Commencement Date c. Expiration Date d, Current Annual Base Rent Adjustment Date Rental Amount e. Fixed or CPI Rent Increase f. Square Footage of Premises g. Security Deposit Paid to Landlord h. Renewal Options Additional Term for years at$ per year 2. Tenant further certifies to Purchaser and Lender that: a. The Lease is presently in full force and effect and represents the entire agreement between Tenant and Landlord with respect to the Premises; b. The Lease has not been assigned and the Premises have not been sublet by Tenant; c. Tenant accepted the Premises on and is currently occupying the Premises; all construction required by the Lease performed by Landlord has been completed and any payments, credits or abatements required to be given by Landlord to Tenant have been given; d. No installment of rent or other charges under the Lease other than current monthly rent has been paid more than 30 days in. advance, Tenant is not in arrears on any rental payment or other charges, and all monthly installments of rent and other charges have been paid when due through , 2019; e, Landlord has no obligation to segregate the security deposit or to pay interest thereon, unless expressly provided hereinafter ; f. Landlord is not in default under the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, could result in a default by Landlord, except as expressly provided herein; g. Tenant has no existing defenses, offsets, liens, claims or credits against the payrnent obligations under the Lease or against the Landlord. Tenant has no right to or claims for the refund of any rents or other sums heretofore paid to Landlord (excluding the right to a refund of any security deposit paid by Tenant in the amount set forth above). Tenant has approved all CAM reconciliations provided by Landlord prior to the date hereof and there exist no disputes relating thereto, and Tenant has no claims or offsets relating to such CAM reconciliations, h. Tenant has not been granted any options or rights to terminate the Lease earlier than the Expiration Date; i. Tenant has not been granted any options or rights of first refusal to purchase the Premises or the Property; j. Tenant has not received notice of violation of any federal, state, county or municipal laws, regulations, ordinances, orders or directives relating to the use or condition of the Premises or the Property; k. . No hazardous wastes or toxic substances, as defined by all applicable federal, state or local statutes, rules or regulations have been disposed, stored or treated on or about the Premises by Tenant; 1. There are no actions pending against the Tenant under the bankruptcy or similar laws of the United States or any state; and m. Tenant has no knowledge of any brokerage commission that will become payable upon the exercise of the renewal option contained in the Lease, if any. 3, This certification is made with the knowledge that Purchaser is about to purchase the Property, and that Purchaser is relying on this Estoppel Statement. The undersigned is authorized to execute this Tenant Estoppel Certificate on behalf of Tenant. Dated this day of , 20 [TENANT] By: Its: (Authorized Signer) EXHIBIT "D" -- OTHER TANGIBLE PERSONAL PROPERTY I, All furniture and cubicles now on floors 7 and 8. Saine shall be acquired by Seller from IBM prior to closing, 2, All tangible personal property in the basement and sub -basement, including, but not limited to any equipment the Seller owns for recycling, pallets, storage shelves, forklifts, and other machinery. 3. All coolers, freezers, refrigeration units and any other restaurant equipment that Seller owns, 4. All items in a closet related to the history of the building. 5. On the first floor, all fimihire, fixtures and memorabilia which Seller owns. 6. Ali equipment, including built-in and freestanding in the Manna Java area, including decor, window treatments, etc. if owned by the Seller. Exchlded from the sale is any personal property or equipment of the property manager, EXHIBIT E ENVIRONMENTAL EXCEPTIONS 1. Mastic glue (with non -friable asbestos) under tile in basement; 2. Asbestos inside elevator doors; 3. Roshek Room (north east corner of second floor) - access was limited due to wood paneling -could be asbestos or other items in walls; 4. Abandoned elevator shafts- potentially pistons could have hydraulic fluid in them; 5. Tanlc with diesel fuel in basement -in concrete block; 6. Could be small amounts of asbestos (pipe wrap?) in basement areas that were not as accessible as other area due to tenant occupation during rehabilitation work. THE CITY OF Dui Masterpiece on the Mississippi Roshek Property, LLC Lynn B. Fuller, President 800 Main Street Dubuque, Iowa 52001 Dubuque kattri An -America City 11111 2012 Heartland Financial USA, Inc. Attn: Bruce K. Lee, President and CEO 1398 Central Avenue Dubuque, IA 52001 City Manager's Office City Hall 50 West 13th Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr@cityofdubuque.org December 30, 2019 Cottingham & Butler, Inc. David O. Becker, President & CEO 800 Main Street Dubuque, Iowa 52001 RE: Development Agreement By And Among The City Of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., And Heartland Financial USA, Inc. Dear Messrs. Fuller, Becker, and Lee: I am the City Manager of the City of Dubuque, Iowa 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 16th day of December, 2019. 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. (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. Michael C. Van Milligen City Manager MCVM:jh Barry A. Lindahl, Esq. Senior Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001-6944 (563) 583-4113 office (563) 583-1040 fax balesga cityofdubuq ue.orq Office Hours: 8:00 AM — 5:00 PM, T -W -Th 8:00 AM — 12:00 PM, F Roshek Property, LLC Lynn B. Fuller, President 800 Main Street Dubuque, Iowa 52001 Heartland Financial USA, Inc. Attn: Bruce K. Lee, President and CEO 1398 Central Avenue Dubuque, IA 52001 THE CITY OF Dui Dubuque britd IlfAmerip City E I I• � II Masterpiece on the Mississippi 20201073.22010127 December 30, 2019 Cottingham & Butler, Inc. David O. Becker, President & CEO 800 Main Street Dubuque, Iowa 52001 RE: Development Agreement By And Among The City Of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., And Heartland Financial USA, Inc. Dear Messrs. Fuller, Becker, and Lee: I have acted as counsel for the City of Dubuque, Iowa, 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, Iowa (City) dated for reference purposes the 16th day of December, 2019. 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 30th day of December, 2019, are correct. Very siny'ely, Baery A. Lindahl, Esq. Senior Counsel BAL:tls Law Offices of FUERSTE, CAREW, JUERGENS & SUDMEIER, P.C. 890 MAIN STREET, SUITE 200 DUBUQUE, IOWA 52001-6840 DOUGLAS M. HENRY MARK J. WILLGING A. THEODORE HUINKER JENNY L. WEIss t EDWARD F. HENRY * JESSICA L. MCNAMARA t STEPHAN E. ALT EMILY E. KREMER STEPHEN J. JUERGENS (OF COUNSEL) ALL ATTORNEYS LICENSED IN IOWA * ALSO LICENSED IN WISCONSIN t ALSO LICENSED IN ILLINOIS ALSO LICENSED IN MINNESOTA Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 December 31, 2019 WILLIAM C. FUERSTE (1923-2011) ALLAN J. CAREW (1933-2015) ROBERT L. SUDMEIER (RETIRED) TELEPHONE: (563)556-4011 TELECOPIER: (563)556-7134 E-MAIL: MAIL@FUERSTELAW.COM WRITER'S DIRECT E-MAIL ADDRESS M W ILLGING@FUERSTELA W. C O M 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 (Developer), in connection with the execution and delivery of a certain Development Agreement (Development Agreement) by and among Roshek Property, LLC (Developer), Cottingham & Butler, Inc. and Heartland Financial USA, Inc. (Employers), and the City of Dubuque, Iowa ("City") dated for reference purposes the 31St day of December, 2019. 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 Iowa 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 Fuerste, Carew, Juergens & Sudmeier, P.C. Mayor and City Councilmembers Page 2 December 19, 2019 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 Developer's ability to perform Developer's obligations thereunder. MJW/kj cc: Lynn H. Fuller, President Roshek Building, LLC Very truly yours, FUERSTE, CAREW, JUERGENS & SUDMEIER, P.C. Law Offices of FUERSTE, CAREW, JUERGENS & SUDMEIER, P.C. 890 MAIN STREET, SUITE 200 DUBUQUE, IOWA 52001-6840 DOUGLAS M. HENRY MARK J. WILLGING A. THEODORE HUINKER JENNY L. WEISS t EDWARD F. HENRY * JESSICA L. MCNAMARA t STEPHAN E. ALT EMILY E. KREMER STEPHEN J. JUERGENS (OF COUNSEL) ALL ATTORNEYS LICENSED IN IOWA * ALSO LICENSED IN WISCONSIN I ALSO LICENSED IN ILLINOIS IALSO LICENSED IN MINNESOTA Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 December 31, 2019 WILLIAM C. FUERSTE (1923-2011) ALLAN J. CAREw (1933-2015) ROBERT L. SUDMEIER (RETIRED) TELEPHONE: (563) 556-4011 TELECOPIER: (563) 556-7134 E-MAIL: MAIL@FUERSTELAW.COM WRITER'S DIRECT E-MAIL ADDRESS MWILLGING@FUERSTELAW.COM 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. (Employer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) by and among Roshek Property, LLC (Developer), Cottingham & Butler, Inc. and Heartland Financial USA, Inc. ("Employers"), and the City of Dubuque, Iowa ("City") dated for reference purposes the 31' day of December, 2019. 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 Iowa 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 Fuerste, Carew, Juergens & Sudmeier, P.C. Mayor and City Councilmembers Page 2 December 18, 2019 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 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, FUERSTE, CAREW, JUERGENS & SUDMEIER, P.C. B MJW/kj cc: David Becker, President Cottingham & Butler, Inc. *Heartland FINANCIAL USA, INC. 1398 CENTRAL AVENUE P.O. BOX 778 DUBUQUE, IA 52004-0778 PHONE: (563) 589-2100 WATS: (888) 739-2100 FAX: (563) 589-2011 Mayor and City Councilmembers City Hall 13th 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: I have acted as counsel for Heartland Financial USA, Inc. (Employer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) by and among Roshek Property, LLC (Developer), Cottingham & Butler, Inc. and Heartland Financial USA, Inc. ("Employers"), and the City of Dubuque, Iowa ("City") dated for reference purposes the 31' day of December, 2019. I have examined the original certified copy, or copies otherwise identified to my satisfaction as being true copies, of the Development Agreement and such other documents and records as I 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 I have deemed appropriate, I am of the opinion that: 1. Employer is a corporation organized and existing under the laws of the State of Delaware 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 my 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 my 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 Mayor and City Councilmembers Page 2 December 19, 2019 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 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, HEARTLAND FINANCIAL USA, INC. BY: Michael J. Coyle, Senior General Counsel, EVP cc: Bruce K. Lee, President & CEO Heartland Financial USA, Inc. Prepared by: Gus Psihoyos, City Engineer, City of Dubuque, 50 W. 131 Street, Dubuque, IA 52001 (563 589-4270) Return to: Gus Psihoyos, City Engineer, City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 (563 589-4270) REVOCABLE LICENSE AUTHORIZING ROSHEK PROPERTY, LLC TO CONSTRUCT AND MAINTAIN CERTAIN IMPROVEMENTS ON PUBLIC RIGHT-OF-WAY Section 1. Roshek Property, LLC, an Iowa limited liability company, as the owner of the premises (Licensee), known as The Roshek Building, 700 Locust Street, in Dubuque, Iowa and legally described as: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa; 1 (hereinafter the "Roshek Building"), be and is hereby granted effective December 31, 2019 a Revocable License and authority to construct and maintain the improvements, including: Two Raised Planters; Monument Sign; Eight Standalone Planters; Twelve Retractable Awnings; Pump Test Connection; Fire Alarm; Auto Sprinkler Hookup; 4" Capped Pipe; Grease Hood/Exhaust Fan; Airconditioning Condensers; Electric Meter; Key Box on Alley Wall; 1" Conduit for Ground to Generator; 1" Exhaust Drain; 1" Generator Exhaust; Downspout; and Fire Department sprinkler. (collectively the "Encroachments") under the terms and conditions set forth in this License. to: Section 2. The permission herein granted is expressly conditioned on Licensee's agreement a. Assume any and all liability for damages to persons or property which may result from the existence, location, installation, construction or maintenance of said Encroachments; b. Procure and maintain in force during the term of this License a policy of liability insurance as set forth in the attached Insurance Schedule; c. Pay on behalf of the City of Dubuque, all sums which the City of Dubuque shall become obligated to pay by reason of the liability imposed upon the City of Dubuque for damages of any kind resulting from the location, installation, existence, construction or maintenance of said Encroachments sustained by any person or persons, caused by accident or otherwise to defend at its own expense and on behalf of said City any claim against the City of Dubuque arising out of the location, 2 installation, existence, construction or maintenance of Encroachments and to pay reasonable attorney fees therefor; and d. Indemnify, defend and hold the City of Dubuque free and harmless from any and all claims, loss, liability and expense for death and/or injuries to third persons or damages to property of third persons, or for damage to any property of the City of Dubuque which may occur as a result of or in connection with the location, installation, existence, construction, maintenance and repair of Encroachments. e. Any special conditions as set forth for this License as identified: Section 3. The Encroachments shall be maintained in accordance with all applicable state and federal laws and regulations, and the Ordinances of the City of Dubuque. Section 4. The permission herein granted is expressly conditioned upon Licensee's further agreement that should the right and privilege herein granted be rescinded or revoked by the City Manager, Licensee, or its successors in interest, shall within ten (10) days after receipt of written notice from the City Manager, so to do, at its own expense, remove said Encroachments at Licensee's expense and dispose of the same, and Licensee shall have no claim against the City or its officers, agents, or employees for damages resulting from the removal of said Encroachments. Section 5. Licensee covenants and agrees that the Revocable License herein granted does not constitute an approval of the design, erection, location, construction, repair or maintenance of said Encroachments and Licensee hereby covenants and agrees not to assert such claim or defense against the City of Dubuque in the event of claim asserted for death, personal injuries and/or property damage against Licensee arising out of or in any way connected with the location, installation, construction, design, repair and maintenance of the Encroachments. Section 6. This Revocable License shall become effective and the rights hereunder accrue to Licensee when this License has been approved by the City Council and the terms and conditions thereof accepted by Licensee by acceptance endorsed on this License. Section 7. The City Clerk is authorized and directed to file at Licensee's expense a copy of this License in the Office of the Recorder in and for Dubuque County, Iowa. Section 8. Iowa One -Call registration may be required by the Code of Iowa. When applicable Licensee shall submit documentation to the City Engineer of Iowa One -Call registration membership. Signed this day of , 2019. 3 Roy D. Buol, Mayor Attest: Kevin S. Fimstahl, City Clerk State of Iowa ) ) ss: County of Dubuque ) On this day of , 2019, before me, the undersigned, a Notary Public in and for the State of Iowa, 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, Iowa, a municipal corporation, that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council on the day of , 2019, and Roy D. Buol and Kevin S. Firnstahl acknowledged the execution of the instrument to be their voluntary act and deed. Notary Public in and for said State 4 ACCEPTANCE OF TERMS AND CONDITIONS OF LICENSE The undersigned, being duly authorized to execute this Acceptance on behalf of Roshek Property, LLC, and having read and being familiar with the terms and conditions of the Revocable License, for itself, its successors or assigns, accepts the same and agrees to be bound by the terms and conditions herein contained. ROSHEK PROPERTY, LLC, LICENSEE: Signature By: Lynn H. Fuller Title: President Dated: December I (, 2019 Signature requires notary ALL PURPOSE ACKNOWLEDGMENT STATE OF IOWA ) COUNTY OF DUBUQUE ) On this 19 day of December, 2019, before me, the undersigned, a Notary Public in and for said State, personally appeared Lynn H. Fuller, to me personally known, and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person acted, -, 1- 1 r 11-1 z 10 MICHAEL J. COYLE Commission Number 5474 SealCommissio n Eteb Notary Public in and for State of Iowa CAPACITY CLAIMED BY SIGNER INDIVIDUAL XX CORPORATE OFFICER(S) President (Title) limited liability company (CORP SEAL) AFFIXED XX NO SEAL PROCURED PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (sign in ink) (print/type name) Name of Person(s) or Entity(ies): — Roshek Property, LLC 5 1 EXHIBIT "A" FOR ROSHEK BUILDING ON A PARCEL OF LAND MARKED "PUBLIC SQUARE" ON THE UNITED STATES COMMISSIONERS' PLAT OF SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND NUMBERED AS LOTS 141, 142 AND 143a; AND CITY LOTS 143, 144 AND 145; IN THE CITY OF DUBUQUE, IOWA ACCORDING TO THE PLAT THEREOF' IN BOOK OF PLATS #34, PAGE 353, RECORDS OF DUBUQUE COUNTY, IOWA. Rp1Ni 505' L64 5t'6 101 EES'L� P`yN,4C 1N ppE aA G�Y�-0 GREASE HOOD EXHAUST FAN ENCROACHES 4.+' AIR CONDITICNRIG CONDENSERS ENCROACHES 2.3' CITY LOT 145 1 E_CTRIC NETER AIR CONDITIONING CONDENSERS ENCROACHES 2.3' CITY LOT 144 KEYBCX ON WALL CITY LOT 143 CITY LOT 143a 1' CONDUIT FOR GRCUND TO GENERATOR EXISTING ROSHER BUILDING I' EXHAUST DRAIN 1' GENERATOR EXHAUST CITY LOT 142 0 20' 40' • 80' MIS SCALE IN FEET 1"=40' LEGEND PROPERTY UNE SURVEYED PROP. UNE ROW UNE EASEMENT UNE BASEMENT WALL BUILDING FOOTPRINT BACK OF CURB (BGC) ROW RIGHT OF WAY SW SIDEWALK 'AE OUTER WALL ENCROACI*,IENT RADIATOR PLATFORM CANOPY DOWNSPOUT CITY LOT 141 FELE DEPARTMENT SPRINKLER p 1131ASSOCIATES KNGINEKRS AND SURVEYORS 1212 LOCUST ST. DUBUQUE, N (563) 558-4389 DRAWN BY: JCH/TPL SURVEY DATE: 11-04-2019 PLOT DATE: 11/22/19 DWG. NO. 19278-02 CHECKED BY: TLK SCALE: 1" SHEET 1 OF 1 Prepared by and Return to: Mark J. Willging, 890 Main St., Suite 200, Dubuque, IA 52001, (563) 556-4011 Taxpayer: Roshek Property, LLC, 800 Main St., Dubuque, IA 52001 GRANT OF EASEMENTS THIS GRANT OF EASEMENTS ("Agreement") is made and entered into effective as of the 31' day of December, 2019, by and between Roshek Property, LLC, an Iowa limited liability company ("Roshek") and the City of Dubuque, Iowa ("City"). Each of the foregoing may be referred to herein, individually as a "party" and collectively, as the "parties". RECITALS A. Roshek is the owner of a tract of land known commonly as the Roshek Building and legally described as: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa, and numbered as lots 141, 142 and 143a; AND, City Lots 143, 144 and 145; in the City of Dubuque, Iowa, according to the Plat thereof in Book of Plats #34, page 353, records of Dubuque County, Iowa, also described as: Part of the United States Commissioners' Government Plat of the Original Town, now City of Dubuque, in Dubuque County, Iowa, 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, Iowa, according to the Plat thereof recorded as Instrument No. 1 1798-77, records of Dubuque County, Iowa; (hereinafter referred to as the "Roshek Parcel"). B. The Roshek Parcel is adjacent to City right of way area in numerous areas; C. Exhibit A, attached hereto and by this reference incorporated herein, depicts numerous encroachments upon the City right of way area (collectively the "Roshek Encroachments"); and D. City desires to grant to Roshek a perpetual easement for the Roshek Encroachments. THEREFORE, in consideration of the mutual terms and conditions herein and in a Development Agreement between the parties related to the Roshek Parcel, the parties agree as follows: 1. City hereby grants to Roshek, and its successors and assigns in ownership of the Roshek Parcel, a perpetual easement for the Roshek Encroachments. 2. Roshek and its successors and assigns shall defend, hold harmless and indemnify the City from and against any liabilities, claims, damages or causes of action in any way related to the Roshek Encroachments, including reasonable attorney's fees and costs incurred due to such claims. [Remainder of page intentionally left blank; Signatures to follow] 2 SIGNATURE PAGE OF CITY OF DUBUQUE CITY OF DUBUQUE, IOWA By: Name: Title: ATTEST: By: Kevin S. Firnstahl, City Clerk STATE OF IOWA ) ) SS. COUNTY OF DUBUQUE ) On this day of , 2019, before me, a Notary Public in and for the State of Iowa, 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 of the City of Dubuque, Iowa, and that said instrument was signed on behalf of the City of Dubuque, Iowa by authority of its City Council and Roy D. Buol and Kevin S. Fimstahl acknowledged the execution of said instrument to be the voluntary act and deed of the City of Dubuque, Iowa, by it voluntarily executed. Notary Public in and for State of Iowa 3 SIGNATURE PAGE OF ROSHEK PROPERTY, LLC IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written. ROSHEK PROPERTY, LLC By: Name: Lynn H. Fuller Title: President STATE OF IOWA ) ) SS. COUNTY OF DUBUQUE ) On this 7 7 -c day of December, 2019, before me, a Notary Public in and for the State of Iowa, 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, that said instrument was signed on behalf of said company by authority of its members and the said Lynn B. Fuller acknowledged the execution of said instrument to be his voluntary act and deed. MICHAEL J. COYLE Commission Number 5474 My Commission Expires Q -J ao otary Pu lie in and for 4 owa (.0"--- STANCES ARE FROM BUI DIN0 EDGE TO PROPERTY UNE 0,09' (CLOW EXHIBIT "A" FOR ROSHEK BULDING ON A PARCEL OF LAND MARKED 'PUBLIC SQUARE' ON THE UNITED STATES COMMISSIONERS' PLAT OF SURVEY OF THE TOWN OF DUBUQUE. IOWA, AND NUMEERED AS LOTS 141, 142 AND 143a; AND CITY LOTS 143, 144 AND 145; IN THE CITY OF DUBUQUE, IOWA ACCORDING TO THE PLAT THEREOF IN BOOK OF PLATS #34, PAGE 353, RECORDS OF DUBUQUE COUNTY, IOWA. WE -13.1' DETAIL ¢Osti) NO—SCALES 5-1 `yg 1 VA DETAIL NO—SCALE AE=12.8 CANCPY ENCROACHES 11.04' '61008 'YELL W1119 CRATE ENCROACHES 2.9' DETAIL NO—SCALE OUTER BASEMENT WALL INNER BASEMENT WALL 5 WATER METERS de MEDIA SERVICES GAS METERS. PIPES 91111 BOLLARDS 1090I90 DOCK ENCROACHES 9.4' 0 20' 40' 80' SCALE IN FEET 1"=40' LEGEN D VENT S1.10 BASE GENERATOR TANKS 2' OIL TANK VENT 4' FUEL FILL PROPERTY UNE SURVEYED PROP. UNE ROW LINE EASEMENT UNE BASEMENT WALL IEC BUILDING FOOTPRINT BACK OF CURB (00C) ROW RIGHT OF WAY SW SIDEWALK WE OUTER WALL ENCROACHMENT RADIATOR PLATFORM CANOPY AE -13.4' SK DETAIL NO—SCALE 0 METAL RAIUNG RADIATOR PLATFORM ENCROACHES 6.5' METAL STEPS ENCROACHES 2.4' WE -12.5' OUTER BASEMENT WALL MINER BASEMENT WALL Ell UESINN IG EN&INW.S AND SUMMITRY 1211 LOCUST ST, DUBUQUE. N (583) 550-4389 DRAWN BY: ICH SURVEY DATE: 11-04-2019 PLOT DATE: 11/18/19 DWG. NO. 19278-01 CHECKED BY: TLK SCALE 1' = 40' SHEET 1 OF 1 TERMINATION OF DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE INITIATIVES This Termination Agreement, dated for reference purposes thq r day of,: 2019, is made and entered into by and between the City of Dubuque, Iowa (City) and Dubuque Initiatives (Initiatives). WHEREAS, City and Initiatives entered into a Development Agreement dated for reference purposes the 17th day of February, 2009 (the Development Agreement) for Initiatives property at 700 Locust Street (the Property), legally described as follows: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa and numbered as Lots 141, 142, and 143a, on the various wall maps of the City of Dubuque, Iowa; and, City Lots 143, 144 and 145, in the City of Dubuque, Iowa, according to the plat thereof in Book of Plats 34, page 353, records of Dubuque County, Iowa, also described as follows: Part of the United States Commissioners' Government Plat of the Original Town, now City, of Dubuque, in Dubuque County, Iowa, described as follows: Beginning at the southwesterly corner of Lot 141, originally designated as the southwesterly corner of the "Public Square", being also the intersection of the east line of Locust Street and the north line of West Seventh Street; thence North 22 degrees 30 minutes West along the east line of Locust Street to the northwesterly comer of Lot 145, being also the intersection of the east line of Locust Street and the southerly line of West Eighth Street; thence northeasterly along the northerly line of Lot 145 to the northeasterly corner of Lot 145, being also the intersection of the south line of West Eighth Street and the west line of the thirty foot alley East of Locust Street; thence southeasterly along the west line of said thirty foot alley to the southeasterly corner of Lot 141, originally designated as the southeasterly corner of the "Public Square", being also the intersection of the west line of the thirty foot alley and the north line of West Seventh Street; thence South 67 degrees 30 minutes West to the point of beginning, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa. ; and WHEREAS, City and Initiatives now desire to terminate the Development Agreement on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements set 102919ba1 forth herein, City and Initiatives agree as follows: Section 1. Section 3(1) of the Development Agreement is amended to read as follows: SECTION 3. CITY PARTICIPATION. 3.1. Economic Development Grant to Developer. (1) For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal Law, City agrees, subject to Developer being in compliance with the terms of this Agreement, to make twenty-one (21) consecutive semi-annual payments (such payments being referred to collectively as the Developer Economic Development Grants) to Developer on the applicable payment dates later described in this Section; provided, however, that the Developer Economic Development Grants shall terminate upon payment of the balance of the Minimum Improvement Loan described in Section 3.3, including any extensions or modifications thereof. The Developer Economic Development Grants shall be payable as follows: November 1, 2010 November 1, 2011 November 1, 2012 November 1, 2013 November 1, 2014 November 1, 2015 November 1, 2016 November 1, 2017 November 1, 2018 November 1, 2019 November 1, 2020 May 1, 2011 May 1, 2012 May 1, 2013 May 1,2014 May 1, 2015 May 1,2016 May 1, 2017 May 1, 2018 May 1, 2019 May 1, 2020 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to the portion of the tax increment revenues collected by City described below under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six- month period in respect of the Developer Minimum Improvements constructed by Developer (the Developer Tax Increments). For purposes of calculating the amount of the Developer Economic Development Grants provided in this Section, the Developer Tax Increments shall be deemed to be equal in amount to a pro rata share of those tax increment revenues collected by the City in respect of the increase in the assessed value of the Property other than any part of the Property leased by Employer above the assessment of January 1, 1967 (On such date the entire Property was assessed for $567,000.00). The Developer Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes collected for the regular and voter - approved physical plant and equipment levy, and (iii) any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. The assessed value of the Property leased by Employer and the assessed value of the Property other than the part of the Property leased by Employer on any assessment date shall be allocated according to the percent that the part of the Property leased by Employer bears to the total leasable space. Section 2. Section 3.1 shall survive the termination of this Agreement. Section 3. This Agreement is subject to and takes effect upon the closing of the purchase of the Properly by Roshek Property, LLC Section 4. Subject to the foregoing, the Development Agreement is hereby terminated. CITY OF DUBUQUE, IOWA By: Roy D. Mayor ATTEST: %: Prepared by: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 Return to: Jill Connors, Economic Development, 1300 Main Street, Dubuque IA 52001, 563 589-4393 RESOLUTION NO. 413-19 APPROVING THE TERMINATION OF THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE INITIATIVES Whereas, the City of Dubuque and Dubuque Initiatives entered into a Development Agreement dated for reference purposes the 17th day of February, 2009 (the Development Agreement) for Initiatives property at 700 Locust Street, legally described as follows: A parcel of land marked "Public Square" on the United States Commissioners' Plat of the Survey of the Town of Dubuque, Iowa and numbered as Lots 141, 142, and 143a, on the various wall maps of the City of Dubuque, Iowa; and, City Lots 143, 144 and 145, in the City of Dubuque, Iowa, according to the plat thereof in Book of Plats 34, page 353, records of Dubuque County, Iowa, also described as follows: Part of the United States Commissioners' Government Plat of the Original Town, now City, of Dubuque, in Dubuque County, Iowa, described as follows: Beginning at the southwesterly corner of Lot 141, originally designated as the southwesterly corner of the "Public Square", being also the intersection of the east line of Locust Street and the north line of West Seventh Street; thence North 22 degrees 30 minutes West along the east line of Locust Street to the northwesterly corner of Lot 145, being also the intersection of the east line of Locust Street and the southerly line of West Eighth Street; thence northeasterly along the northerly line of Lot 145 to the northeasterly corner of Lot 145, being also the intersection of the south line of West Eighth Street and the west line of the thirty foot alley East of Locust Street; thence southeasterly along the west line of said thirty foot alley to the southeasterly corner of Lot 141, originally designated as the southeasterly corner of the "Public Square", being also the intersection of the west line of the thirty foot alley and the north line of West Seventh Street; thence South 67 degrees 30 minutes 'West to the point of beginning, according to the Plat thereof recorded as Instrument No. 1798-77, records of Dubuque County, Iowa. ;and Whereas, City and Initiatives now desire to terminate the Development Agreement on the terms and conditions set forth in the Termination of Development Agreement Between the City of Dubuque, Iowa and Dubuque Initiatives. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: 112619ba1 Section 1. The Termination of Development Agreement Between the City of Dubuque, Iowa and Dubuque Initiatives is hereby approved. Section 2. The Mayor is hereby authorized and directed to sign the Termination of Development Agreement on behalf of the City of Dubuque. Section 3. The City Manager is authorized to take such actions- as are necessary to comply with the terms of the Termination of Development Agreement as herein approved. Passed, approved and adopted this 2nd day of December, 2019. Attest: Trish I . Gleason, Assistant City Clerk ;f�''1/JiCt Roy DJ/Buol, Mayor F:\Users\Laserfiche Legal1IBM\Development Agreement & Amendments\Resolution Terminating Dubuque Initiatives Development Agreement_112619bal.docx 2