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German Bank Building Release of Mortgage
Copyright 2014 City of Dubuque Consent Items # 15. ITEM TITLE: German Bank Building SUMMARY: City Manager recommending approval of the release of the City's mortgage on the German Bank Building at 342 Main Street. RESOLUTION Approving the release of a Mortgage by the City of Dubuque, Iowa on the German Bank Building at 342 Main Street. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type ❑ German Bank Building-MVM Memo City Manager Memo ❑ Staff Memo Staff Memo ❑ Intercreditor Agreement Supporting Documentation ❑ Offer to Buy Real Estate and Acceptance Supporting Documentation ❑ Resolution Approving Release of Mortgage Resolutions ❑ Release of Mortgage Supporting Documentation ❑ Mortgage Supporting Documentation THE CITY OF Dubuque UBE I erica .i Masterpiece on the Mississippi 2007-2012-2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: German Bank Building at 342 Main Street DATE: September 2, 2015 City Attorney Barry Lindahl is recommending approval of the release of the City's mortgage on the German Bank Building at 342 Main Street. This will facilitate the sale of the property to Jim and Amy Brehm for $612,000. The City's share of the proceeds will be $185,647.93. In 2007, the City of Dubuque entered into a Development Agreement with German Bank Building, LLLP for the development of the German Bank Building at 342 Main Street. The Development Agreement required the Developer to make a capital investment in building improvements, equipment, furniture and fixtures in the amount of $1,500,000.00. The City agreed to provide the Developer with a $300,000.00 low interest loan through the Downtown Rehabilitation Loan/Grant Program. The loan was secured by a mortgage on the German Bank Building. The loan was subject to a previous mortgage secured by Premier Bank to the Developer in the amount of $3751000.00. In 2012, the German Bank Building was sold by German Bank Building, LLLP to James Madison, LLC. James Madison, LLC assumed all of the obligations of German Bank Building, LLLP under the Development Agreement and the Downtown Rehabilitation Loan Agreement. In 2013, Premier Bank and the City of Dubuque entered into an Intercreditor Agreement to clarify the relationship between their respective mortgages. Premier Bank's mortgage had a first security position with respect to the German Bank Building and the City's mortgage was subordinate to the Premier mortgage. However, there was concern that there could be an issue with respect to the amount of additional funds loaned by Premier Bank to the Developer. The Intercreditor Agreement did not change the City's position and only clarified the amount of the Premier mortgage which had priority over the City mortgage. James Madison, LLC defaulted on the Premier Bank mortgage and the City's mortgage. Premier Bank took back title to the German Bank Building from James Madison, LLC. In order to expedite a potential sale of the property, Premier Bank requested that the City enter into a new Intercreditor Agreement. Pursuant to the new Intercreditor Agreement, if Premier Bank obtains title to the German Bank Building, Premier Bank will proceed with due diligence to sell the property for ninety percent (90%) of the appraised value of$670,000.00, or $603,000.00. If Premier Bank received an offer to purchase the German Bank Building at $603,000.00 or more, Premier Bank was authorized to accept the offer and the City agreed to release its mortgage and any other liens against the property. The net proceeds of the sale would be distributed as follows: All sums due under the Premier Bank loan, approximately $375,000.00, and any accrued interest or costs, would be paid to the Bank. The remaining balance would be paid to the City in exchange for a release of the City mortgage and any other liens in favor of the City. The current balance of the City's loan is $300,000.00 plus unpaid interest of$18,000.00 as of August, 2015. Premier Bank advertised the property for sale and received three bids. The attorney for Premier Bank then negotiated with the three bidders. Premier Bank accepted the bid from Tim and Amy Brehm to purchase the German Bank Building for $612,000.00. Tim and Amy currently have three Java Joes CoffeeHouse locations in Des Moines, Iowa, as well as a full bakery for made from scratch donuts and bagels in Ankeny, Iowa. Tim and Amy have indicated their plans for Dubuque: "Our plans are to bring what we do in the Des Moines area to Dubuque and to create a micro roast coffee facility to service Eastern Iowa, Wisconsin and Illinois. Currently, we roast coffee for Central Iowa, Missouri and Whole Foods in Des Moines from a historic building on 4th street in Downtown Des Moines. We are looking to transform the German Bank Building at 342 Main Street into a destination for locals and travelers to socialize and experience the coffee roasting process while enjoying a great coffee beverage, meal or dessert. Amy and I both grew up in Dubuque and have been looking for a way to share our success with our hometown. The Brehm Organization looks forward to bringing Java Joes CoffeeHouse to Dubuque." Closing on the sale of the German Bank Building is set for September 14, 2015. The City's share of the proceeds will be approximately $185,647.93. The original City loan was funded by the Downtown Rehabilitation Loan Pool and these proceeds will go back to the loan pool for future projects. 2 I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen' MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager 3 THE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi r BARRY LINDA CITY ATTORNE To: Michae C. Van Milligen City Man ger DATE: August 17, 2015 RE: German Bank Building at 342 Main Street In 2007, the City of Dubuque entered into a Development Agreement with German Bank Building, LLLP for the development of the German Bank Building at 342 Main Street. The Development Agreement required the Developer to make a capital investment in building improvements, equipment, furniture and fixtures in the amount of $1,500,000.00. The City agreed to provide the Developer with a $300,000.00 low interest loan through the Downtown Rehabilitation Loan/Grant Program. The loan was secured by a mortgage on the German Bank Building. The loan was subject to a previous mortgage secured by Premier Bank to the Developer in the amount of $375,000.00. In 2012, the German Bank Building was sold by German Bank Building, LLLP to James Madison, LLC. James Madison, LLC assumed all of the obligations of German Bank Building, LLLP under the Development Agreement and the Downtown Rehabilitation Loan Agreement. In 2013, Premier Bank and the City of Dubuque entered into an Intercreditor Agreement to clarify the relationship between their respective mortgages. Premier Bank's mortgage had a first security position with respect to the German Bank Building and the City's mortgage was subordinate to the Premier mortgage. However, there was concern that there could be an issue with respect to the amount of additional funds loaned by Premier Bank to the Developer. The Intercreditor Agreement did not change the City's position and only clarified the amount of the Premier mortgage which had priority over the City mortgage. James Madison, LLC defaulted on the Premier Bank mortgage and the City's mortgage. Premier Bank took back title to the German Bank Building from James Madison, LLC. In order to expedite a potential sale of the property, Premier Bank requested that the City enter into a new Intercreditor Agreement, a copy of which is attached. Pursuant to the new Intercreditor Agreement, if Premier Bank obtains title to the German Bank OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563)583-4113/FAx (563)583-1040/EMAIL balesq@cityofdubuque.org Building, Premier Bank will proceed with due diligence to sell the property for ninety percent (90%) of the appraised value of $670,000.00, or $603,000.00. If Premier Bank received an offer to purchase the German Bank Building at $603,000.00 or more, Premier Bank was authorized to accept the offer and the City agreed to release its mortgage and any other liens against the property. The net proceeds of the sale would be distributed as follows: All sums due under the Premier Bank loan, approximately $375,000.00, and any accrued interest or costs, would be paid to the Bank. The remaining balance would be paid to the City in exchange for a release of the City mortgage and any other liens in favor of the City. The current balance of the City's loan is $300,000.00 plus unpaid interest of $18,000.00 as of August, 2015. Premier Bank advertised the property for sale and received three bids. The attorney for Premier Bank then negotiated with the three bidders. Premier Bank accepted the bid from Tim and Amy Brehm to purchase the German Bank Building for $612,000.00. Attached is a copy of the purchase agreement. Tim and Amy currently have three Java Joes CoffeeHouse locations in Des Moines, Iowa www.wich.com as well as a full bakery for made from scratch donuts and bagels www.cwsbagels.com in Ankeny, Iowa. Tim and Amy have indicated their plans for Dubuque: "Our plans are to bring what we do in the Des Moines area to Dubuque and to create a micro roast coffee facility to service Eastern Iowa, Wisconsin and Illinois. Currently, we roast coffee for Central Iowa, Missouri and Whole Foods in Des Moines from a historic building on 4th street in Downtown Des Moines. We are looking to transform the German Bank Building at 342 Main Street into a destination for locals and travelers to socialize and experience the coffee roasting process while enjoying a great coffee beverage, meal or dessert. Amy and I both grew up in Dubuque and have been looking for a way to share our success with our hometown. The Brehm Organization looks forward to bringing Java Joes CoffeeHouse to Dubuque." Closing on the sale of the German Bank Building is set for September 14, 2015. The City's share of the proceeds will be approximately $185,647.93. Attached is a resolution approving the release of the City's mortgage on the property. recommend that the resolution be submitted to the City Council for consideration and approval. BAL:tIs Attachment cc: Maurice Jones, Economic Development Director Flint Drake, Esq. F:\USERS\tsteckle\Department Correspondence\Economic Dwelopment\2015 Premier Bank Intercreditor Agreement-German Bank Building\MVM_GermanBankBldg_ReleaseOfMongage_081715.doc 2 RESOLUTION NO. 296-15 APPROVING THE RELEASE OF A MORTGAGE BY THE CITY OF DUBUQUE, IOWA ON THE GERMAN BANK BUILDING AT 342 MAIN STREET Whereas, in 2007, the City of Dubuque (City) entered into a Development Agreement with German Bank Building, LLLP for the development of the German Bank Building at 342 Main Street; and Whereas, City agreed to provide German Bank Building, LLLP with a $300,000.00 low interest loan through the Downtown Rehabilitation Loan/Grant Program, secured by a mortgage on the German Bank Building and subject to a previous mortgage secured by Premier Bank to German Bank Building, LLLP in the amount of $375,000.00; and Whereas, in 2012, the German Bank Building was sold by German Bank Building, LLLP to James Madison, LLC; James Madison, LLC assumed all of the obligations of German Bank Building, LLLP under the Development Agreement and the Downtown Rehabilitation Loan Agreement; and Whereas, James Madison, LLC defaulted on the Premier Bank mortgage and the City's mortgage; and Whereas, Premier Bank and City entered into an lntercreditor Agreement, pursuant to which the parties agreed that if Premier Bank obtained title to the German Bank Building and received an offer to purchase the German Bank Building at $603,000.00 or more, Premier Bank was authorized to accept the offer and City agreed to release its mortgage and any other liens against the property; and Whereas, Premier Bank took back title to the German Bank Building from James Madison, LLC; and Whereas, Premier Bank has accepted a bid from Tim and Amy Brehm to purchase the German Bank Building for $612,000; and Whereas, pursuant to the lntercreditor Agreement, City is required to release , its mortgage. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The mortgage release attached hereto is hereby approved. Section 2. The Mayor is authorized and directed to execute the mortgage release on behalf of the City of Dubuque. Section 3. The City Manager and City Attorney are authorized to take such further action as may be necessary to fulfill the obligations of the City under the Intercreditor Agreement. Passed, approved and adopted this 8th day of September, 2015. Roy DfBuoI, Mayor Attest: Kevin/S. Firnstahl, City Ierk F:\USERS\tsteckle\Department Correspondence\Economic Development\2015 Premier Bank Intercreditor Agreement - German Bank Building\ResolutionApprovingReleaseOfMortgage_081115.docx RELEASE OF REAL ESTATE MORTGAGE THE IOWA STATE BAR ASSOCIATION Official Form No. 129 Recorder's Cover Sheet Preparer Information: (Name, address and phone number) Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 (563) 583-4113 Taxpayer Information: (Name and complete address) Premier Bank, 2625 Northwest Arterial, Dubuque, IA 52002 Return Document To: (Name and complete address) Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, IA 52001 Grantors: Grantees: City of Dubuque, Iowa German Bank Building LLLP Legal description: Document or instrument number of previously recorded documents: 2008-00013388 © The Iowa State Bar Association 2013 IOWADOCS® THE IOWA STATE BAR ASSOCIATION Official Form No. 129- BarryA. Llndahl FOR THE LEGAL EFFECT OF THE USE OF THIS FORM, CONSULT YOUR LAWYER 1 RELEASE OF REAL The undersigned, the present owner(s) of acknowledge that a certain mortgage bearing 2008 , made and executed by German Bank ESTATE MORTGAGE the mortgage hereinafter described, do hereby date of the 17th day of September , Building LLLP and City of Dubuque, Iowa and Recorded in the records of the office of the Recorder of recorded as document reference number 22nd day of September , 2008 , is the County of Dubuque State of Iowa, 2008-00013388 on the redeemed, paid off, satisfied and discharged in full. Words and phrases herein, including acknowledgment hereof, shall singular or plural number, and as masculine, feminine or neuter gender, context. Dated this day of ' 1-/-77147-,(912,7-S . be construed as in the according to the 11 NOTE: For partial release of real estate mortgage, see Form STATE OF Iowa , COUNTY OF No.130 by: -Roy . B . • 1, Mayor fir by: I evfn S. Firristahl, City Clerk Dubuque This record was acknowledged before me by Roy D. Buol. Mayor of the City of Dubuque, Iowa this day of )- c- , .c:)15.3--, . 1 PI Commission Numb r , 1 9 My Commis 1,2,, xpi _ STATE OF Iowa , COUNTY OF Signature of Notary Public Dubuque This record was acknowledged before me by Kevin S. Fiunstahl, City Clerk of the City of Dubuque, this er day of - c.r , ct:)iS ,, Iowa . u ; -# 1- GEEASOW o A� , Commission Number 719986 '. � My Commission Expires Signature of Notary Public © The Iowa State Bar Association 2013 129 RELEASE OF REAL ESTATE MORTGAGE 10WADOCS® Revised August 2013 IIIIINIM Iillll I a I INS IIIII BNI IIIN I Nl I I Ilii 11 I I I IIIII II II II Recorded: 09/22/20080atT04:05:08 PM Fee Amt: $17.00 Page 1 of 3 Dubuque County Iowa Kathy Flynn Thurlow Recorder F11e2008-00013388 Prepared by: Aaron M DeJong City Hall,50 W.13th Street Dubuque,Iowa 52001 Phone:563-583-4393 Return to: same MORTGAGE THIS MORTGAGE is made between German Bank Building,LLLP("Mortgagors")and City of Dubuque,Iowa("Mortgagee"). [j If this box is checked,this Mortgage is a Purchase Money Mortgage as defined in the Iowa Code. 1.Grant of Mortgage and Security Interest. Mortgagors hereby sell,convey and mortgage unto Mortgagee,and grant a security interest to Mortgagee in the following described property: a.Land and Buildings. All of Mortgagors'right,title and interest in and to the following described real estate situated in Dubuque County,Iowa(the"Land");City Lot 10A in the City of Dubuque,Iowa,according to the United States Commissioners Map of the Town of Dubuque,Iowa(also known as 342 Main Street),and all buildings,structures and improvements now standing or at any time hereafter constructed or placed upon the Land(the"Buildings"),including all hereditaments,easements;appurtenances,riparian rights,mineral rights,water rights,rights in and to the lands lying in streets,alleys and roads adjoining the land,estates and other rights and interests now or hereafter belonging to or in any way pertaining to the Land. b.Personal Property. All fixtures and other personal property integrally belonging to,or hereafter becoming an integral part of the Land or Buildings.whether attached or detached,including but not limited to,tight fixtures,shades,rods,blinds, Venetian blinds,awnings,storm windows,screens,linoleum,water softeners,automatic heating and air-conditioning equipment and all proceeds,products,increase,issue,accessions,attachments,accessories,parts,additions,repairs. replacements and substitutes of,to,and for the foregoing(the"Personal Propert)('). c.Revenues and Income. All rents,issues,profits,leases,condemnation awards and insurance proceeds now or hereafter arising from the ownership,occupancy or use of the Land,Buildings and Personal Property,or any part thereof (the"Revenues and Income'). TO HAVE AND TO HOLD the Land,Buildings,Personal Property and Revenues and Income(collectively called the "Mortgaged Property'),together with all privileges,hereditaments thereunto now or hereafter belonging,or in any way appertaining and the products and proceeds thereof,unto Mortgagee,its successors and assigns. 2.Obligations. This Mortgage secures the following(hereinafter collectively referred to as the"Obiigationsl: a.The payment of the loan made by Mortgagee to German Bank Building,LLLP.evidenced by a promissory note dated ,calm fi+s 9 .2008 in the principal amount of$300,000.00,any renewals,extensions,modifications or refinancing thereof and any promissory notes issued in substitution therefor;and b.All other obligations of Mortgagors to Mortgagee,now existing or hereafter arising,whether direct or indirect,contingent or absolute and whether as maker or surety,including,but not limited to,future advances and amounts advanced and expenses incurred by Mortgagee pursuant to this Mortgage. 3.Representations and Warranties of Mortgagors. Mortgagors represent,warrant and covenant to Mortgagee that(i) Mortgagors hold Gear title to the Mortgaged Property and title in fee simple in the Land;(ii)Mortgagors have the right,power and authority to execute this Mortgage and to mortgage,and grant a security interest in the Mortgaged Property;(lit)the Mortgaged Property is free and clear of all liens and encumbrances,except for real estate taxes not yet delinquent and except as otherwise stated in subparagraph 1a.herein;(iv)Mortgagors will warrant and defend title to the Mortgaged Property and the lien and priority of this Mortgage against all claims and demands of all persons,whether now existing or hereafter arising;and(v)all buildings and improvements now or hereafter located on the Land are,or will be,located entirely within the boundaries of the Land. 4.Payment and Performance of the Obilgations. Mortgagors will pay all amounts payable under the Obligations in accordance with the terms of the Obligations when and as due and will timely perform all other obligations of Mortgagors under the Obligations.The provisions of the Obligations are hereby incorporated by reference into this Mortgage as if fully set forth herein. 5.Taxes. Mortgagors shall pay each installment of all taxes and special assessments of every kind,now or hereafter levied against the Mortgaged Property before the same become delinquent,without notice or demand,and shall deliver to Mortgagee proof of such payment within fifteen(15)days after the date in which such tax or assessment becomes delinquent. 6.Liens. Mortgagors shall not create,incur or suffer to exist any lien,encumbrance,security interest or charge on the Mortgaged Property or any part thereof which might or could be held to be equal or prior to the lien of this Mortgage,other than the lien of current real estate taxes and installments of special assessments with respect to which no penalty is yet payable.Mortgagors shall pay,when due,the claims of all persons supplying labor or materials to or in connection with the Mortgaged Property. 7.Compliance with taws. Mortgagors shall comply with all present and future statutes,laws,rules,orders,regulations and ordinances affecting the Mortgaged Property,any part thereof or the use thereof. 8.Permitted Contests. Mortgagors shall not be required to(i)pay any tax,assessment or other charge referred to in paragraph 5 hereof,(ii)discharge or remove any lien,encumbrance or charge referred to in paragraph 6 hereof,or(iii)comply with any statute,law,rule,regulation or ordinance referred to in paragraph 7 hereof,so long as mortgagors shall contest,in good faith,the existence,amount or the validity thereof,the amount of damages caused thereby or the extent of Mortgagors'liability therefor,by appropriate proceedings which shall operate during the pendency thereof to prevent(A)the collection of,or other realization upon the tax,assessment,charge or lien,encumbrances or charge so contested,(B)the sale,forfeiture or loss of the Mortgaged Property or any part thereof,and(C)any interference with the use or occupancy of the Mortgaged Property or any part thereof.Mortgagors shall give prompt written notice to Mortgagee of the commencement of any contest referred to in this paragraph S. 9.Care of Property. Mortgagors shall take good care of the Mortgaged Property,shall keep the Buildings and Personal Property now or later placed upon the Mortgaged Property in good and reasonable repair and shall not injure,destroy or remove either the Buildings or Personal Property during the term of this Mortgage.Mortgagors shall not make any material alteration to the Mortgaged Property without the prior written consent of Mortgagee. 10.Insurance. a.Risks to be Insured. Mortgagors,at their sole cost and expense,shall maintain insurance on the Buildings and other improvements now existing or hereafter erected on the Land and on the Personal Property included in the Mortgaged Property against loss by fire,extended coverage perils and such other hazards as Mortgagee may from time to time require,such insurance to have a"Replacement Cost"endorsement attached thereto,with the amount of the insurance at least equal to the balance of the Obligations.At Mortgagors'option,such policy may have a coinsurance clause of not less than 90%of replacement cost provided the policy contains an appropriate form of cost escalation endorsement. Mortgagors will at their sole cost and expense,from time to time,and at any time at the request of Mortgagee,provide Mortgagee with evidence satisfactory to Mortgagee of the replacement cost of Mortgaged Property.Mortgagors will maintain such other insurance as Mortgagee may reasonably require. b.Policy Provisions. All insurance policies and renewals thereof maintained by Mortgagors pursuant to this Mortgage shall be written by an insurance carrier satisfactory to Mortgagee,contain a mortgagee clause in favor of and in form acceptable to Mortgagee,contain an agreement of the insurer that it will not amend,modify or cancel the policy except City CI 2 y C ® 1100 after thirty(30)days prior written notice to Mortgagee,and be reasonably satisfactory to Mortgagee in all other respects. c.Delivery of Policy or Certificate. If requested by Mortgagee,Mortgagorswill deliver to Mortgagee original policies satisfactory to Mortgagee evidencing the insurance which is required under this Mortgage,and Mortgagors shall promptly fumish to Mortgagee all renewal notices and,upon request of Mortgagee,evidence of payment thereof.At least ten(10) days prior to the expiration date of a required policy,Mortgagors shall deliver to Mortgagee a renewal policy in form satisfactory to Mortgagee. d.Assignment of Policy. If the Mortgaged Property is sold at a foreclosure sale or if Mortgagee shall acquire title to the Mortgaged Property,Mortgagee shall have all of the right,title and interest of Mortgagors in and to any insurance policies required hereunder,and the unearned premiums thereon,and in and to the proceeds thereof resulting from any damage to the Mortgaged Property prior to such sale or acquisition. e.Notice of Damage or Destruction;Adjusting Loss. If the Mortgaged Property or any part thereof shall be damaged or destroyed by fire or other casualty,Mortgagors will,within five(5)calendar days after the occurrence of such damage or destruction,give written notice thereof to the insurance carrier and to Mortgagee and will not adjust any damage or loss which is estimated by Mortgagors in good faith to exceed$25,000 unless Mortgagee shall have joined in or concurred with such adjustment;but if there has been no adjustment of any such damage or loss within four(4)months from the date of occurrence thereof and if an Event of Default shall exist at the end of such four(4)month period or at any time thereafter, Mortgagee may alone make proof of loss,adjust and compromise any claim under the policies,and appear in and prosecute any action arising from such policies.In connection therewith,Mortgagors do hereby irrevocably authorize, empower and appoint Mortgagee as attomey-in-fad for Mortgagor(which appointment is coupled with an interest)to do any and all of the foregoing in the name and on behalf of Mortgagors. f.Application of Insurance Proceeds. All sums paid under any insurance policy required by this Mortgage shall be paid to Mortgagee,which shall,at its option,apply the same(after first deducting therefrom Mortgagee's expenses incurred in collecting the same including but not limited to reasonable attorneys fees)to the reduction of the Obligations or to the payment of the restoration,repair,replacement or rebuilding of Mortgaged Property that is damaged or destroyed in such manner as Mortgagee shall determine and secondly to the reduction of the Obligations.Any application of insurance proceeds to principal of the Obligations shall not extend or postpone the due date of the installments payable under the Obligations or change the amount of such installments. g.Reimbursement of Mortgagee's Expenses. Mortgagors shall promptly reimburse Mortgagee upon demand for all of Mortgagee's expenses incurred in connection with the collection of the insurance proceeds,including but not limited to reasonable attorneys fees,and all such expenses shall be additional amounts secured by this Mortgage. 11.inspection. Mortgagee,and its agents,shall have the right at all reasonable times,to enter upon the Mortgaged Property for the purpose of inspecting the Mortgaged Property or any part thereof. Mortgagee shall,however,have no duty to make such inspection.Any inspection of the Mortgaged Property by Mortgagee shall be entirely for its benefit and Mortgagors shall in no way rely or claim reliance thereon. 12.Protection of Mortgagee's Security. Subject to the rights of Mortgagors under paragraph 8 hereof,if Mortgagors fail to perform any of the covenants and agreements contained in this Mortgage or if any action or proceeding is commenced which affects the Mortgaged Property or the interest of the Mortgagee therein,or the tide thereto,then Mortgagee,at Mortgagee's option,may perform such covenants and agreements,defend against or investigate such action or proceeding,and take such other action as Mortgagee deems necessary to protect Mortgagee's interest.Any amounts or expenses disbursed or incurred by Mortgagee in good faith pursuant to this paragraph 12 with interest thereon at the rate of 10%per annum,shall become an Obligation of Mortgagors secured by this Mortgage.Such amounts advanced or disbursed by Mortgagee hereunder shall be immediately due and payable by Mortgagors unless Mortgagors and Mortgagee agree in writing to other terms of repayment.Mortgagee shall,at its option,be subrogated to the lien of any mortgage or other lien discharged in whole or in part by the Obligations or by Mortgagee under the provisions hereof,and any such subrogation rights shall be additional and cumulative security for this Mortgage.Nothing contained in this paragraph shall require Mortgagee to incur any expense or do any act hereunder,and Mortgagee shall not be liable to Mortgagors for any damage or claims arising out of action taken by Mortgagee pursuant to this paragraph. 13.Condemnation. Mortgagors shall give Mortgagee prompt notice of any action,actual or threatened,in condemnation or eminent domain and hereby assign,transfer and set over to Mortgagee the entire proceeds of any award or claim for damages for all or any part of the Mortgaged Property taken or damaged under the power of eminent domain or condemnation.Mortgagee is hereby authorized to intervene in any such action in the names of Mortgagors,to compromise and settle any such action or claim,and to collect and receive from the condemning authorities and give proper receipts and acquittances for such proceeds.Any expenses incurred by Mortgagee in intervening in such action or compromising and settling such action or claim,or collecting such proceeds shall be reimbursed to Mortgagee first out of the proceeds.The remaining proceeds or any part thereof shall be applied to reduction of that portion of the Obligations then most remotely to be paid,whether due or not,or to the restoration or repair of the Mortgaged Property,the choice of application to be solely at the discretion of Mortgagee. 14.Fixture Filing. From the date of its recording,this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to the Personal Property and for this purpose the name and address of the debtor is the name and address of Mortgagors as set forth in paragraph 20 herein and the name and address of the secured party is the name and address of the Mortgagee as set forth in paragraph 20 herein. 15.Events of Default Each of the following occurrences shall constitute an event of default hereunder("Event of Default"): a.Mortgagors shall default in the due observance or performance of or breach its agreement contained in paragraph 4 hereof or shall default in the due observance or performance of or breach any other covenant,condition or agreement on its part to be observed or performed pursuant to the terms of this Mortgage. b.Mortgagors shall make an assignment for the benefits of its creditors,or a petition shall be filed by or against Mortgagors under the United States Bankruptcy Code or Mortgagors shall seek or consent to or acquiesce in the appointment of any trustee,receiver or liquidator of a material part of its properties or of the Mortgaged Property or shall not,within thirty(30)days after the appointment of a trustee,receiver or liquidator of any material part of its properties or of the Mortgaged Property,have such appointment vacated. c.A judgment,writ or warrant of attachment or execution,or similar process shall be entered and become a lien on or be issued or levied against the Mortgaged Property or any part thereof which is not released,vacated or fully bonded within thirty(30)days after its entry,issue or levy. d.An event of default,however defined,shall occur under any other mortgage,assignment or other security document constituting a lien on the Mortgaged Property or any part thereof. 16.Acceleration;Foreclosure. Upon the occurrence of any Event of Defauft and at any time thereafter while such Event of Default exists,Mortgagee may,at its option,after such notice as may be required by law,exercise one or more of the following rights and remedies(and any other rights and remedies available to it): a.Mortgagee may declare immediately due and payable all Obligations secured by this Mortgage,and the same shall thereupon be immediately due and payable,without further notice or demand. b.Mortgagee shall have and may exercise with respect to the Personal Property,all the rights and remedies accorded upon default to a secured party under the Iowa Uniform Commercial Code. If notice to Mortgagors of intended disposition of such property is required by law in a particular instance,such notice shall be deemed commercially reasonable if given to Mortgagors at least ten(10)days prior to the date of intended disposition. c.Mortgagee may(and is hereby authorized and empowered to)foreclose this Mortgage in accordance with the law of the State of Iowa,and at any time after the commencement of an action in foreclosure,or during the period of redemption,the court having jurisdiction of the case shall at the request of Mortgagee appoint a receiver to take immediate possession of the Mortgaged Property and of the Revenues and Income accruing there from,and to rent or cultivate the same as he may deem best for the interest of all parties concerned,and such receiver shall be liable to account to Mortgagors only for the net profits,after application of rents,issues and profits upon the costs and expenses of the receivership and foreclosure and upon the Obligations. 17.Redemption. It is agreed that if this Mortgage covers less than ten(10)acres of land,and in the event of the foreclosure of this Mortgage and sale of the property by sheriffs sale in such foreclosure proceedings,the time of one year for redemption from said sale provided by the statues of the State of Iowa shall be reduced to six(6)months provided the Mortgagee,in such action files an election to waive any deficiency judgment against Mortgagors which may arise out of the foreclosure proceedings;all to be consistent with the provisions of Chapter 628 of the Iowa Code.If the redemption period is so reduced,for the first three(3)months after sale such right of redemption shall be exclusive to the Mortgagor,and the time periods in Sections 628.5,628.15 and 628.16 of the Iowa Code shall be reduced to four(4)months. It is further agreed that the period of redemption after a foreclosure of this Mortgage shall be reduced to sixty(60)days if all of the three following contingencies develop:(1)The real estate is less than ten(10)acres in size; (2)the Court finds affirmatively that the said real estate has been abandoned by the owners and those persons personally liable under this Mortgage at the time of such foreclosure;and(3)Mortgagee in such action files an election to waive any deficiency judgment against Mortgagors or their successors in interest in such action.If the redemption period is so reduced,Mortgagors or their successors in interest or the owner shall have the exclusive right to redeem for the first thirty(30)days after such sale,and the time provided for redemption by creditors as provided in Sections 628.5,628.15 and 628.16 of the Iowa Code shall be reduced to forty(40)days.Entry of appearance by pleading or docket entry by or on behalf of Mortgagars shall be a presumption that the property is not abandoned.Any such redemption period shall be consistent with all of the provisions of Chapter 628 of the Iowa Code.This paragraph shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of the Iowa Code. 18.Attonneys'Fees. Mortgagors shall pay on demand all costs and expenses incurred by Mortgagee in enforcing or protecting its rights and remedies hereunder,including,but not limited to,reasonable attomeys'fees and legal expenses. 19.Forbearance not a Waiver,Rights and Remedies Cumutatilve. No delay by Mortgagee in exercising any right or remedy provided herein or otherwise afforded by law or equity shall be deemed a waiver of or preclude the exercise of such right or remedy, and no waiver by Mortgagee of any particular provisions of this Mortgage shall be deemed effective unless in writing signed by Mortgagee.All such rights and remedies provided for herein or which Mortgagee or the holder of the Obligations may have otherwise,at law or in equity,shall be distinct,separate and cumulative and may be exercised concurrently,independently or successively in any order whatsoever,and as often as the occasion therefor arises. 20.Notices. All notices required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the United States mail,postage prepaid,sent certified or registered,addressed as follows: a.If to Mortgagors,to:German Bank Building,LLLP.788 Main Street,Dubuque,Iowa 52001 b.Ifto Mortgagee,to:Economic Development Department;City Hall;50 West 13th St.,Dubuque,Iowa 52001 or to such other address or person as hereafter designated in writing by the applicable party in the manner provided in this paragraph for the giving of notices. 21.SeverablIlty. In the event any portion of this Mortgage shall,for any reason,be held to be invalid,illegal or unenforceable in whole or in part,the remaining provisions shall not be affected thereby and shall continue to be valid and enforceable and if,for any reason,a court finds that any provision of this Mortgage is invalid,illegal,or unenforceable as written,but that by limiting such provision it would become valid,legal and enforceable then such provision shall be deemed to be written,construed and enforced as so limited. 22.Further Assurances. At any time and from time to time until payment in full of the Obligations,Mortgagors will,at the request of Mortgagee,promptly execute and deliver to Mortgagee such additional instruments as may be reasonably required to further evidence the lien of this Mortgage and to further protect the security interest of Mortgagee with respect to the Mortgaged Property, including,but not limited to,additional security agreements,financing statements and continuation statements.Any expenses incurred by Mortgages in connection with the recordation of any such instruments shall become additional Obligations of Mortgagors secured by this Mortgage.Such amounts shall be immediately due and payable by Mortgagors to Mortgagee. 23.Successors and Assigns bound;Number,Gender,Agents;Captions. The rights,covenants and agreements contained herein shall be binding upon and inure to the benefit of the respective legal representatives,successors and assigns of the parties. Words and phrases contained herein,including acknowledgment hereof,shall be construed as in the singular or plural number,and as masculine,feminine or neuter gender according to the contexts.The captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. 24.GovemingLaw, This Mortgage shall be governed by and construed in accordance with the laws of the State of Iowa. 25,Release of Rights of Dower,Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower,homestead and distributive share in and to the Mortgaged Property and waives all rights of exemption as to any of the Mortgaged Property, 26.Acknowledgment of Receipt of Copies of Debt Instrument Mortgagors hereby acknowledge the receipt of a copy of this Mortgage together with a copy of each promissory note secured hereby. 27.Addidonal Provisions. Dated: 2008 German Bank Building,LLLP. Mortgagor I..o Michael D.Steele,�2& Title I UNDERSTAND THAT HOMESTEAD PROPERTY IS IN MANY CASES PROTECTED FROM THE CLAIMS OF CREDITORS AND EXEMPT FROM JUDICIAL SALE;AND THAT BY SIGNING THIS MORTGAGE,I VOLUNTARILY GIVE UP MY RIGHT TO THIS PROTECT210 FOR 1,119'1ORTGAGED PROPERTY WITH RESPECT TO CLAIMS BASED UPON THIS MORTGAGE. Dated: STATE OF IOWA ss: COUNTY OF DUBUQUE On this 1-7 dayof ZL ,2007,before me,the undersigned,a Notary Public,personally appeared Michael D.Steel, Managing Member of Gehaen-Bank Building,ULLP to me known to be the identical Person named in and who executed the foregoing instrument,and ac0owledged that they executed the same as their v I ta ct cid ad "I-Tckary Public JENNY KETTERING Commission Number 725281 COmmission Expires 0wober 29,2009 Prepared by Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 RESOLUTION NO. 120-15 APPROVING AN INTERCREDITOR AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND PREMIER BANK Whereas, Premier Bank (Bank) entered into a Promissory Note and related loan documents with James Madison, LLC, Mathew J. Kluesner and Sarah E. Kluesner (Borrower), pursuant to which Bank agreed to make a loan to Borrower with respect to the German Bank Building, which bank loan is secured by a mortgage in favor of Bank; and Whereas, City made a loan to German Bank Building LLLP which loan has been assumed by Borrower and is also secured by a mortgage on the German Bank Building; and Whereas, Borrower is in default on the Bank mortgage and the City mortgage; and Whereas, City and Bank wish to set forth their agreement in the attached Intercreditor Agreement for the purpose of establishing an expeditious procedure for collecting the balances due on their respective loans; and Whereas, the City Council of the City of Dubuque, Iowa finds that it is in the best interests of the City to approve the Intercreditor Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE, IOWA AS FOLLOWS: Section 1. The Intercreditor Agreement attached hereto is hereby approved. Section 2. The City Manager is hereby authorized and directed to sign the Intercreditor Agreement on behalf of the City of Dubuque and to take such further action as may be necessary to carry out the terms of the Intercreditor Agreement. Passed, approved and adopted this 6th day of April, 2015. oy D. Buoi, PVlayor Attest: Trish L. Gleason, Assistant City Clerk INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of the day of April, 2015, is by and between the CITY OF DUBUQUE, IOWA, a municipal corporation organized and existing under the laws of the State of Iowa (the "City") and PREMIER BANK, an Iowa state banking corporation (the "Bank"). RECITALS A. The Bank entered into that certain Promissory Note and related loan documents dated as of February 1, 2013 (as the same may be amended, modified, restated, supplemented or extended, the "Bank Loan Documents"), with, among others, James Madison, LLC, Mathew J. Kluesner and Sarah E. Kluesner (together, the "Borrower"), pursuant to which the Bank agreed to make a loan in the amount of up to $375,000.00 to the Borrower (the "Bank Loan") which Bank Loan was secured by a mortgage recorded July 13, 2007 as Instrument No. 2007-00010548 in the records of the Dubuque County Recorder (and a Hypothecation Agreement dated December 31 , 2013 executed by German Bank Building L.L.L.P.) and January 11, 2013 as Instrument No. 2013-00000871 executed by the Borrower and German Bank Building LLLP in favor of the Bank, pursuant to which the Borrower granted the Bank a first priority lien in certain property located in Dubuque, Iowa, and locally known as 342 Main St. (the "Real Estate"). Bank also made additional loans to Borrower and secured such loans with an additional mortgage(s) on the Real Estate (the "Additional Loans"); and B. City previously made a loan to German Bank Building LLLP in the amount of $300,000.00, which loan has been assumed by Borrowers (the "City Loan") and the City Loan is secured by that certain Mortgage recorded September 22, 2008 as Instrument No. 2008-00013388 in the records of the Dubuque County Recorder (the "City Mortgage" and together with the City Loan and all related notes, agreements and documents, as the same may be amended from time to time, the "City Loan Documents"); and C. City and Bank previously entered into an Intercreditor Agreement regarding the rights and obligations of City and Bank with respect to the Real Estate; and D. Borrower has defaulted on the Bank Loan and the City Loan, and City and Bank desire to address the rights and obligations of City and Bank with respect to the Real Estate; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows: 033015bal 1 . Rights Upon Foreclosure or Receipt of Deed in Lieu. In the event Bank obtains title to the Real Estate by virtue of a foreclosure action or by acceptance of a deed in lieu of foreclosure from Borrowers, Bank shall proceed with due diligence to sell the Real Estate and City hereby authorizes any sale of the Real Estate at a price of $603,000.00 or more. If Bank receives an offer to purchase the Real Estate at a price of $603,000.00 or more, Bank may accept such offer (an "Acceptable Offer") and City agrees to release its mortgage and other liens against the property (except any liens related to real estate taxes, assessments or similar obligations) upon receipt of proceeds as provided below. In the event of such a sale, the net proceeds of the sale, after payment of any closing costs, tax prorations, commissions and other typical closing costs, shall be distributed as follows: (a) All sums due under the Bank Loan ($375,000.00), including any accrued interest or costs as allowed under the Promissory Note related to the Bank Loan, shall be paid to Bank. (b) The remaining balance shall be paid to City (not to exceed all sums due under the City Loan Documents) in exchange for the release of the City Mortgage and any other liens in favor of City in the Real Estate (except liens for unpaid real estate taxes, assessments and similar obligations). (c) Any funds remaining after the above payments to the City shall be paid to Bank to be applied to the Additional Loans. (d) The parties shall cooperate to effect the agreement expressed in this paragraph, and from time to time shall execute such other and further documents, including subordination agreements, assignments of claim, and otherwise as may be necessary or appropriate to implement the provisions of this Agreement. The parties agree that in the event that an Acceptable Offer has not been received and executed within 90 days of the date Bank takes title to the Real Estate, the parties shall discuss a revision to an Acceptable Offer and any revision to such Acceptable Offer must be mutually agreed upon by the parties. 2. Continuing Agreement. The subordinations, agreements and priorities set forth hereinabove shall remain in full force and effect regardless of whether either party hereto in the future seeks to rescind, amend, assign, terminate, or reform, by litigation or otherwise, its agreements with the Borrower. 3. Priority Not Conditioned on Perfection; Limitation on Actions. The relative priority agreements set forth above are not conditioned upon the perfection of the security interests described herein. Each party hereto agrees for the benefit of each other party that it will not institute any proceeding in law or in equity in which it seeks to set aside any lien or security interest created by the Bank Loan or the City Loan, as the case may be, and each party hereto irrevocably waives any right now existing or which may hereafter accrue to it to assert that any such pledge constitutes a fraudulent 2 conveyance or fraudulent transfer within the meaning of the United States Bankruptcy Code, the Uniform Fraudulent Transfer Act as in effect in the State of Iowa or other applicable law. No party hereto shall contest the validity, perfection, priority or enforceability of any lien or security interest granted to any other party, and each hereby agrees to cooperate in the defense of any action contesting the validity, perfection, priority or enforceability of any such liens or security interests. 4. Relationship of Parties. This Agreement is entered into solely for the purposes set forth herein, and except as expressly provided herein, no party assumes any other duties or responsibilities to any other regarding the financial condition of the Borrower, or regarding any collateral, or regarding any other circumstance bearing upon the risk of nonpayment of the obligations of the Borrower under any of the agreements hereinabove referred to. Each party shall be responsible for managing its credit relationships with the Borrower, and no party shall be deemed to be the agent of the other for any purpose. 5. Benefit of Agreement. This Agreement is entered into solely for the benefit of the Bank and the City and their respective successors and assigns, and none of the Borrower or any other persons or entities whatsoever shall have any right, benefit, priority or interest under or because of the existence of this Agreement. 6. Notices. Any notices required to be given hereunder shall be given by certified mail, return receipt, postage prepaid, to the addresses of such parties set forth in the signature blocks of this Agreement; or as to any party, at such other address as that party may designate by notice given as provided herein to the other parties. Notice shall be deemed to have been given on the second business day after the date of mailing. 7. Miscellaneous. (a) This Agreement may be amended, modified or terminated only by a written instrument signed by both parties hereto. No waiver of any term or provision of this Agreement shall be effective unless it is in writing and signed by the party against whom such waiver is sought to be enforced. (b) To the extent any part of this Agreement shall conflict with any of the terms of the Bank Loan documents or the City Loan documents, whether existing as of the date hereof, or hereafter arising or amended, the terms of this Agreement shall control. (c) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. (d) This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. (e) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to principles of conflicts of laws of such state. 3 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. CITY: THE CITY OF DUBUQUE, IOWA, A Municipal Corporation Organized and Existing Under the Laws of the State of Iowa By: Michael C. Van Milligen Its City Manager BANK: PREMIER BANK, an Iowa state banking corporation Its 4 OFFER TO BUY REAL ESTATE AND ACCEPTANCE TO: PREMIER BANK(hereafter "Seller") The undersigned Buyer(or its assignee) hereby offers to purchase certain real estate located in Dubuque County, Iowa, from the Seller, upon the following terms and conditions: 1. Real Estate Description. Buyer offers to buy real estate in Dubuque County, Iowa, described as follows: The building located at 342 Main St., Dubuque, Iowa and locally known as the German Bank Building; (legal description to be provided with abstract of title), hereafter designated the "Real Estate". 2. Price. The purchase price shall be $612,000.00 and shall be paid as follows: (a) $30,600.00 paid herewith as earnest money,the receipt of which is acknowledged, and shall be applied to the purchase price at the closing; and, (b) The balance of the purchase price to be paid in full at the time of closing by reasonable means acceptable to Seller. The payment of the purchase price and the purchase of this Real Estate are subject to the conditions and contingencies described in this Offer to Buy Real Estate and Acceptance. 3. Real Estate Taxes. Seller shall pay real estate taxes prorated to the date of possession and any unpaid real estate taxes payable for prior years. Buyer shall pay all subsequent real estate taxes. Any proration of real estate taxes on the Real Estate shall be based upon such taxes for the year currently payable. 4. Special Assessments. Seller shall pay all special assessments which are a lien on the Real Estate as of the date of acceptance of this offer. All other special assessments shall be paid by Buyer. 5. Risk of Loss and Insurance. Prior to Seller's delivery of possession of the Real Estate to Buyer, all risk of loss shall remain with Seller until possession of the Real Estate shall be delivered to Buyer. Page 1 of 4 i 6. Care and Maintenance. The Real Estate shall be preserved in its present condition and delivered intact at the time possession is delivered to Buyer. 7. Possession. If Buyer timely performs all obligations hereunder, possession of the Real Estate shall be delivered to Buyer on or before the 14 day of September, 2015 (herein sometimes referred to as the "Closing Date"), with any adjustments of rent, insurance and interest to be made as of the date of transfer of possession. 8. Improvements. All improvements that integrally belong to or are part of the Real Estate shall be considered a part of the Real Estate and included in this sale. Excludes equipment. 9. Use of the Purchase Price. At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 10. Abstract of Title. Seller, at its expense, shall promptly obtain an abstract of title for the Real Estate continued through a date within thirty(30) days of the closing date and deliver it to Buyer for examination. It shall show merchantable title in Seller in conformity with this agreement, Iowa Law&Title Standards of the Iowa State Bar Association. The abstract shall become the property of the Buyer when the purchase price is paid in full. Seller shall pay the cost of any additional abstracting and title work due to any act or omission of Seller. 11. Deed. Upon payment of the purchase price, Seller shall convey the Real Estate to Buyer or Buyer's assignee by Warranty Deed free and clear of all liens, restrictions and encumbrances. Any general warranties of title shall extend only to the time of acceptance of this Offer, with special warranties as to acts of Seller continuing up to time of delivery of the Deed. 12. Time is of the Essence. Time is of the essence in this contract. 13. Remedies of the Parties (a) If Buyer fails to timely perform this contract, Seller may forfeit it as provided by Iowa Code Chapter 656 (2013) and all payments made shall be forfeited or, at Seller's option, upon thirty(30) days written notice of intention to accelerate the payment of the entire balance because of such failure (during which thirty (30) days such failure is not corrected) Seller may declare the entire balance immediately due and payable. Thereafter this contract may be foreclosed in equity and the Court may appoint a receiver. (b) If Seller fails to timely perform this contract, or if any of Buyer's conditions herein are not satisfied at or prior to closing (or such other date or time as indicated in writing herein), Buyer shall not be required to close hereunder and Buyer has the right to all payments made Page 2 of 4 returned to Buyer. (See Section 2(a) above). (c) Buyer and Seller also are entitled to utilize any and all other remedies or actions at law or in equity available to them and shall be entitled to obtain judgment for costs and attorney's fees as permitted by law. 14. Contract Binding on Successors in Interest. This contract shall apply to and bind the successors in interest of the parties. 15. Construction. Words and phrases shall be construed as in the singular or plural number and as masculine, feminine or neuter gender, according to the context. 16. Time for Acceptance. Not applicable. 17. Conditions Precedent to Buyer's Obligation to Purchase. Buyer's obligation to purchase the Real Estate is expressly conditioned upon and contingent upon the satisfaction of all of the following terms and conditions prior to the closing: The City of Dubuque agreeing to release its mortgage at closing. 18. Legal Description. Sellers shall provide Buyer with an accurate legal description upon delivery of the abstract. 19. Groundwater Hazards. Seller represents and warrants to Buyer that, to the best of Seller's knowledge, it has no knowledge of the presence in or beneath the Real Estate of solid waste, radioactive waste, hazardous waste, hazardous substances, underground storage tanks, wells or other conditions which may lead to groundwater contamination, including those substances defined to be hazardous in 42 U.S. Code Section 9601, et seq. and Iowa Code Chapter 455B (2005) or any other federal or state or local law with respect to groundwater hazards. 20. Miscellaneous. The parties agree that all understandings and agreements, if any, previously made between the parties hereto are merged in this Agreement, which alone fully and completely expresses their understanding with respect to the purchase and sale of the Real Estate. This agreement may not be changed or terminated orally, but only by an instrument in writing executed by all of the parties hereto. This agreement shall not be transferred or assigned without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Seller shall allow Buyer to assign this agreement to purchase the Real Estate to another entity (corporation, limited partnership or a limited liability company, or other business entity) designated by Buyer at or prior to the time of closing. This agreement shall be governed by and construed in Page 3 of 4 i j accordance with the laws of the State of Iowa. DATED JULY 31, 2015. LL.0 Buyer By. Its A A � � r THIS OFFER IS ACCEPTED THIS l�DAY OF JU- 2015. Premier Bank, Seller By. Its I I I i i i Page 4 of 4 Page of >> Kevin Firnstahl Re: 342 Main Street ? From: Flint Drake <fdrake@drakelawpc.com> To:"Kalianov, William" <WilliamJK@veridiancu.org> Date:09/23/2015 10:24 AM Subject:Re: 342 Main Street CC:Staci Duerr <sduerr@premierbanking.com>, "Tim Brehm (tim@4thstreettheatr... Attachments:Closing Documents 342 Main.pdf All: Attached please find a copy of the fully executed closing documents in connection with the closing for 342 Main. The documents include the following: 1. Warranty Deed, DOV and GWH; 2. Closing Statement; 3. Release of Premier Bank and City of Dubuque mortgages; 4. Recorder stamped copy of the release of the Warehouse Trust claim; 5. Premier Bank Resolution; 6. Copy of release of an old Premier mortgagethe release was filed in 2013; > 7. Wire instructions for Premier and the City of Dubuque. Premier Bank agreed to extend the closing to Sept. 24 (tomorrow) with the understanding it would receive the funds on that date. The originals of the above documents have been delivered to Abeln Abstract (Staci Duerr is on her way there now). We ask that the funds be wired to Premier and the City tomorrow consistent with the parties' agreement. Once funds are received by each Abeln is authorized to proceed with recording of the documents. We will notify Abeln upon confirmation from Premier and the City of receipt of the applicable funds. Please advise of any questions or additional requirements. Thank you. On Tue, Sep 22, 2015 at 4:57 PM, Kalianov, William WilliamJK@veridiancu.org wrote: >> Staci and Flint, Please let me know if the title issues have been resolved. I believe you are in direct communications with Craig Shannon in Des Moines regarding this. I will also confirm with him when all is resolved. Please also send wire instructions to me for how the City of Dubuque proceeds and Premier Bank proceeds are to be handled. If you prefer checks instead of a wire that is fine too. It is my understanding that Tim and Amy Brehm are traveling to Dubuque to do a final inspection/visit at the property tomorrow (Wednesday). They will be back in Des Moines again tomorrow night. Once all title issues are resolved to Craig Shannons satisfaction and ours and confirmation that the > executed closing documents are being held by the Abeln Abstract for filing, we can have the Buyer sign all of our loan documents. Funding will then occur shortly thereafter from Veridian Credit Union to Craig Shannons trust account with instructions to wire proceeds to you once the filing has been > confirmed with us and him and no other title issues have arisen. file:///C:/Users/kfirnsta/AppData/Local/Temp/XPgrpwise/560A6A5CDBQ_DODBQ_PO...09/30/2015 Page of >> th Should funding to you not occur on September 24, the closing statement will be adjusted for the tax proration. I will provide you both with a draft of the closing statement shortly. Let me know if you have questions and how things are proceeding on your end. Thanks Bill William J. (Bill) Kalianov . Senior Commercial Credit Officer Commercial Lending Department . Veridian Credit Union 5910 University Avenue, West Des Moines, IA 50266 (515) 2895562 . (800) 2353228 ext. 5562 ?? williamjk@veridiancu.org Confidentiality Notice: This electronic mail transmission contains information which may be confidential or legally privileged. This transmission is intended only for the use of the individual or entity named in this transmission. If you or your organization are not the intended recipient and have received this transmission in error, you are hereby notified that reading, copying, disclosing or distributing the transmission, or taking any action based on the information contained within is strictly prohibited, and that the transmission should be returned to Veridian Credit Union immediately. If you have received this transmission in error, please immediately notify Veridian Credit Union. -- D. Flint Drake DRAKE LAW FIRM, P .C. 300 Main Street, Suite 323 Dubuque, IA 52001 Telephone: (563) 5822000 ? Facsimile: (563) 5835225 ? www.drakelawpc.com This email is confidential. It is sent pursuant to the attorneyclient privilege doctrine. It may not be used by any person other than its addressee(s). Please contact the sender ?? if you have received this email in error. This email and any attachments are believed to be free of virus or other defect. However, as with all email and attachments, you ??? should scan each to verify that it is virus free. Drake Law Firm, P.C. is not responsible for loss or damage arising from use of this email. ? Any discussion of tax matters contained herein is not intended or written to be used, nor can it be used, for the purpose of avoiding any penalties that may be imposed under federal tax laws. file:///C:/Users/kfirnsta/AppData/Local/Temp/XPgrpwise/560A6A5CDBQ_DODBQ_PO...09/30/2015 Page of >> Click here to report this email as spam. file:///C:/Users/kfirnsta/AppData/Local/Temp/XPgrpwise/560A6A5CDBQ_DODBQ_PO...09/30/2015