Second Amendment to Development - Roshek Property, LLC (Cottingham / Heartland Financial) Copyrighted
December 21, 2020
City of Dubuque Consent Items # 6.
City Council Meeting
ITEM TITLE: ResolutionApproving the Second Amendmentto Development
Agreement by and among the City of Dubuque, Roshek Property, LLC,
Cottingham & Butler, I nc., and Heartland Financial USA, I nc.
SUM MARY: City Manager recommending approval of a Second Amendment to
Development Agreement by and among the City of Dubuque, Roshek
Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA,
I nc.
RESOLUTION Approving the Second Amendment to Development
Agreement by and among the City of Dubuque, Roshek Property, LLC,
Cottingham & Butler, Inc. and Heartland Financial USA, Inc.
SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
Roshek Property-Cottingham and Butler-Heartland
Financial Second Amendment to Development City Manager Memo
Agreement-MVM Memo
Connors Memo Staff Memo
Resolution Approving Second Amendment Resolutions
Second Amendment Supporting Documentation
Dubuque
THE CITY OF �
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving the Second Amendment to Development Agreement
by and among the City of Dubuque, Roshek Property, LLC, Cottingham &
Butler, Inc., and Heartland Financial USA, Inc.
DATE: December 16, 2020
Economic Development Director Jill Connors recommends City Council approval of a
Second Amendment to Development Agreement by and among the City of Dubuque,
Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial USA, Inc.
In order to accommodate the changes necessitated by the pandemic, Heartland and
Cottingham & Butler have requested several changes to the Development Agreement,
as follows:
• Job growth numbers will still be required under the Agreement, but flexibility is
added to allow for employment growth at additional locations. The amendment
states: "Employees in the City of Dubuque, lowa, including employees with their
primary workspaces located in the City of Dubuque, lowa, and employees
working out of their homes that report to Heartland Financial USA, Inc. Employer
or Cottingham & Butler Employer's facilities located in the City of Dubuque, lowa,
and have designated workspaces available for their use in the City of Dubuque,
lowa." What this means is that some of these employees could be living in
another community and working remotely for the companies but if their "home
base" work location is in the City of Dubuque, those positions are eligible to
report on the annual job certification form.
• Investments in building improvements have been modified to require the same
total level of investment in the building but providing flexibility as to the specific
location in the building where the improvements must be made.
• The companies have agreed to delay the required completion date of the parking
facility by one year, from December 1, 2022 to December 1, 2023.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jill M. Connors, Economic Development Director
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Dubuque Economic Development
Department
THE CITY OF � 1300 Main Street
All•America Eity Dubuque,lowa 52001-4763
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TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Resolution Approving the Second Amendment to Development
Agreement by and among the City of Dubuque, Roshek Property, LLC,
Cottingham & Butler, Inc., and Heartland Financial USA, Inc.
DATE: December 14, 2020
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
approving a Second Amendment to Development Agreement by and among the City of
Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc., and Heartland Financial
USA, Inc.
BACKGROUND
In 2019, in response to recent and planned rapid growth of their businesses, Heartland
Financial USA, Inc. (Heartland) and Cottingham & Butler, Inc. (C&B) had outgrown their
existing real estate holdings in the City of Dubuque and proposed a plan that would
accommodate the growth of each through the collective acquisition of the Roshek Building
by a partnership entity— Roshek Property, LLC.
On December 16, 2019, the City Council approved a Development Agreement by and
among the City of Dubuque, Roshek Property, LLC, C&B, and Heartland. Also, on
December 16, 2019, a First Amendment to Development Agreement was approved, in
order to correct the dollar figures in Section 3.4 of the Development Agreement that had
been included in the draft agreement at the time of public notice of the public hearing.
The Development Agreement, as amended, required capital investment in specific areas
of the Roshek Building and the creation and retention of employees for C&B and
Heartland. It also required the City to plan for and construct a parking ramp in the
downtown area to accommodate the additional employees.
DISCUSSION
Since the execution of the Development Agreement, Roshek Properties, LLC, C&B and
Heartland have made significant investments in building improvements to accommodate
workspace for additional employees. But as the COVID-19 pandemic has caused many
employers to pivot their operations model in order to continue to serve their customers
while supporting the safety of their employees, several of the original plans related to the
Roshek Building were modified. The following have affected Heartland and C&B.
• Heartland and C&B continue adding jobs to their companies in the City of
Dubuque, but not necessarily working in the Roshek Building as the companies
are offering remote working options, and perhaps not even working in the City of
Dubuque.
• The companies have paused their plans for the renovation of the lobby area on the
first floor in order to assess space needs and designs that would take into
consideration social distancing and future ways to gather.
• Due to the number of employees working remotely, the companies have
reconsidered the timing of their need for additional downtown parking.
In order to accommodate the above changes necessitated by the pandemic, Heartland
and C&B have requested several changes to the Development Agreement, as follows:
• Job growth numbers will still be required under the Agreement, but flexibility is
added to allow for employment growth at additional locations. The amendment
states: "Employees in the City of Dubuque, lowa, including employees with their
primary workspaces located in the City of Dubuque, lowa, and employees working
out of their homes that report to HTLF Employer or C&B Employer's facilities
located in the City of Dubuque, lowa, and have designated workspaces available
for their use in the City of Dubuque, lowa." What this means is that some of these
employees could be living in another community and working remotely for the
companies but if their "home base" work location is in the City of Dubuque, those
positions are eligible to report on the annual job certification form.
• Investments in building improvements have been modified to require the same
total level of investment in the building but providing flexibility as to the specific
location in the building where the improvements must be made.
• The companies have agreed to delay the required completion date of the parking
facility by one year, from December 1, 2022 to December 1, 2023.
City staff have reviewed the companies' requested changes and believe that allowing for
these changes will help the companies — and the City — to reach the goals of the original
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Development Agreement, which were to encourage investment in the Roshek Building
and add jobs to the community.
RECOMMENDATION/ ACTION STEP
I recommend the City Council adopt the attached resolution approving the Second
Amendment to Development Agreement.
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Prepared by Jill Connors, Economic Development 1300 Main St Dubuque IA 52001 (563) 589 4393
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 362-20
APPROVING THE SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BY
AND AMONG THE CITY OF DUBUQUE, ROSHEK PROPERTY, LLC, COTTINGHAM
& BUTLER, INC. AND HEARTLAND FINANCIAL USA, INC.
Whereas, the City of Dubuque, Iowa (City), Roshek Property, LLC, an Iowa limited
liability company ("Developer'), and Cottingham & Butler, Inc., an Iowa corporation ("C &
B Employer") and Heartland Financial USA, Inc. a Delaware corporation ("Heartland
Employer') (collectively referred to as "Employers"), entered into a Development
Agreement as amended, dated for reference purposes the 16th of December, 2019; and
Whereas, the City, Developer and Employers now desire to amend the Agreement
is set forth in the attached Second Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE,
IOWA AS FOLLOWS:
Section 1. The Second Amendment to Development Agreement attached hereto
is hereby approved.
Section 2. The City Manager is hereby authorized and directed to take such action
as may be necessary to carry out the terms of the Development Agreement, as amended.
Passed, approved and adopted this 21 st day of December, 2020.
Attest:
dd�i�l
Adrienne N. Breitfelder, Cify Clerk
Roy D. B I, Mayor
SECOND AMENDMENT
TO
DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF DUBUQUE,
ROSHEK PROPERTY, LLC,
COTTINGHAM & BUTLER, INC.
AND
HEARTLAND FINANCIAL USA, INC.
This SECOND AMENDMENT to Development Agreement is dated for reference
purposes the 31 6�- day of Qecem btu' , 2020.
WHEREAS, the City of Dubuque, Iowa (City), Roshek Property, LLC, an Iowa
limited liability company ("Developer"), Cottingham & Butler, Inc., an Iowa corporation ("C &
B Employer"), and Heartland Financial USA, Inc. a Delaware corporation ("Heartland
Employer") (collectively referred to as "Employers"), are parties ("the Parties") to a
Development Agreement dated the 16t" day of December, 2019, as amended; and
WHEREAS, the Parties now desire to further amend the Development Agreement
as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Parties agree as follows:
1. Section 1.4(9) of Development Agreement is amended and restated to read
as follows:
1.4 Conditions to Closing. The Closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(9) City will complete and open for parking by December 31, 2023, 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.
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(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.
(c) City will make every reasonable effort to improve pedestrian
corridors to make pedestrian access as direct as possible between the
Parking Structure and the Roshek Building.
(d) Prior to September 30, 2021, City agrees to install additional security
and safety improvements along the paths of travel from all surrounding
public parking garages to the Roshek Building and 800 Main Street,
Dubuque, lowa through street scaping measures including:
(i) increased street lighting; and
(ii) additional blue light terminals at the Roshek Building and 800
Main Street, Dubuque, lowa.
(e) Prior to December 31, 2021, City will issue a request for proposals,
contract with a vendor, and begin implementation of a smarter
transportation technology throughout its downtown public parking ramps to
track parking ramp usage and utilization to analyze real time usage, and to
provide a better customer experience.
(f) Prior to December 31, 2021, but subject to all required legal
acquisition proceedings, City agrees to acquire real estate for the site of the
Parking Structure and develop a project plan for the Parking Structure's
completion.
* * * *
2. Section 2.1 of Development Agreement is amended and restated to read as
follows:
2.1 Required Purchase/Minimum Improvements. Developer hereby agrees, subject to
the conditions herein contained, the Purchase will occur on or before December 31, 2019.
(the Purchase).
Developer and Employers will make certain minimum improvements in the buildout of the
Building in an amount not less than $2,850,000 which buildout shall be completed no later
than December 31, 2021 (the Minimum Improvements).
****
2
3. Section 5.1(4) is amended and restated to read as follows:
5.1 Job Creation. During the term of this Agreement, Employers shall comply
with the following employment related covenants:
****
(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.
Employees in the City of Dubuque, lowa include employees with their primary workspaces
located in the City of Dubuque, lowa and employees working out of their homes that report
to HTLF Employer or C&B Employer's facilities located in the City of Dubuque, lowa and
have designated workspaces available for their use in the City of Dubuque, lowa.
****
(SIGNATURE PAGE TO FOLLOW)
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CITY OF DUBUQUE, IOWA ROSHEK PROPERTY, LLC
Developer
By, gy. ��2'�
Roy D. Buol, Mayor Lynn H. Fuller, President
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By:
Bruce K Lee, President and CEO
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CITY OF DUBUQUE, IOWA
By:
Roy D,Ouol, Mayor
ATTEST:
A
Adrienne N. Breitfelder, City Clerk
ROSHEK PROPERTY, LLC
Developer
IN
Lynn H. Fuller, President
COTTINGHAM & BUTLER, INC.
Employer
in
David O. Becker, President & CEO
HEARTLAND FINANCIAL USA, INC.
Employer
B
Bruce K. Lee, President and CEO
LegahRoshek Property LLC-C&B DA - Roshek Bldg (2019)\Second AmendmentToDA-121120FINAL.docx
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