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Assignment & Assumption Agreements - Cottingham & Butler, Inc. Copyright 2014 City of Dubuque Consent Items # 12. ITEM TITLE: Assignment & Assumption Agreements - Cottingham & Butler, Inc. SUMMARY: City Manager recommending approval of a resolution consenting to the Assignment and Assumption Agreement between Town Clock Building Company and Cottingham & Butler, Inc. and a second resolution consenting to the Assignment and Assumption Agreement between Security Investments, LLC and Cottingham & Butler, Inc. RESOLUTION Consenting to the Assignment of: 1) City of Dubuque, Iowa, Downtown Rehabilitation Loan Program Loan Agreement, Number: DRLP#2-01 dated June 28, 2001 ; 2) Promissory Note dated June 28, 2001 ; 3) Mortgage to City of Dubuque, Iowa dated June 28, 2001 and recorded as Instrument No. 9858-01 , and 4) Mortgage to City of Dubuque, Iowa dated May 20, 2002 and recorded as Instrument No. 9234-02, between the City of Dubuque, Iowa and Town Clock Building Company to Cottingham & Butler, Inc. RESOLUTION Consenting to the Assignment of: 1) City Of Dubuque, Iowa, Downtown Rehabilitation Loan Program Loan Agreement, Number: DRLP#3-98 Dated November 13, 1998; 2) Promissory Note dated January 24, 2008; and 3) Mortgage to City of Dubuque, Iowa Dated January 24, 2008 and recorded as Instrument No. 2008-00001182, between the City of Dubuque, Iowa and Security Investments, LLC to Cottingham & Butler, Inc. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type ❑ Cottingham &Butler Assigment&Assumption Agreements-MVM Memo City Manager Memo ❑ Staff Memo Staff Memo ❑ Juergens Letter Supporting Documentation ❑ Resolution-Town Clock Building Company Resolutions ❑ Town Clock Building Company Assignment and Assumption Agreement Supporting Documentation ❑ Resolution-Security Investments, LLC Resolutions ❑ Security Investments, LLC Assignment and Assumption Agreement 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: Consent to Assignment and Assumptions Agreements: 1. Town Clock Building Company to Cottingham & Butler, Inc. 2. Security Investments, LLC to Cottingham & Butler, Inc. DATE: September 29, 2015 The City of Dubuque entered into a 1) Downtown Rehabilitation Loan Agreement dated June 28, 2001; 2) Promissory Note dated June 28, 2001; 3) Mortgage dated June 28, 2001; and 4) Mortgage dated May 20, 2002, with Town Clock Building Company regarding certain real property. The City of Dubuque also entered into a 1) Downtown Rehabilitation Loan Agreement dated November 13, 1998; 2) Promissory Note dated January 24, 2008; and 3) Mortgage dated January 24, 2008; with Security Investments, LLC regarding certain real property. Town Clock Building Company and Security Investments, LLC are wholly owned subsidiaries of Cottingham & Butler, Inc. Cottingham & Butler desires to liquidate Town Clock Building Company and Security Investments. Town Clock Building Company and Security Investments have requested City approval of assignments of the Agreements to Cottingham & Butler. City Attorney Barry Lindahl recommends City Council approval of a resolution consenting to the Assignment and Assumption Agreement between Town Clock Building Company and Cottingham & Butler, Inc. and a second resolution consenting to the Assignment and Assumption Agreement between Security Investments, LLC and Cottingham & Butler, Inc. 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 2 HE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi BARRY LINDAHL CITY ATTORNEY To: Michael C. Van Milligen City Manager DATE: September 28, 2015 RE: Consent to Assignment and Assumption Agreements: 1) Town Clock Building Company to Cottingham & Butler, Inc. 2) Security Investments, LLC to Cottingham & Butler, Inc. The City of Dubuque entered into a 1) Downtown Rehabilitation Loan Agreement dated June 28, 2001; 2) Promissory Note dated June 28, 2001; 3) Mortgage dated June 28, 2001; and 4) Mortgage dated May 20, 2002, with Town Clock Building Company (TCBC) regarding certain real property legally described as: Lot 54 in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa (also sometimes described as City Lot 54 in the City of Dubuque, Iowa, according to the recorded Plat thereof) The City of Dubuque also entered into a 1) Downtown Rehabilitation Loan Agreement dated November 13, 1998; 2) Promissory Note dated January 24, 2008; and 3) Mortgage dated January 24, 2008; with Security Investments, LLC (SI) regarding certain real property legally described as: Lot 29, Lot 30 and the South 1/3 of Lot 31 , in the City of Dubuque, Iowa, according to the United State Commissioners' Map thereof; and Lot Fifty-Five (55) in the City of Dubuque, Iowa, according to the United States Commissioner's Map thereof TCBC, an Iowa corporation, is a wholly-owned subsidiary of Cottingham & Butler, Inc., the holding company for all the Butler entities (CBI). SI, an Iowa LLC, is also is a wholly-owned subsidiary of CBI. 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 CBI now desires to dissolve and liquidate TCBC and SI. The plan is to deed the buildings to CBI and have CBI assume and pay all of the obligations of TCBC and SI to the City under Loan Agreements, Promissory Notes, and Mortgages (the Agreements). TCBC and SI have requested City approval of assignments of the Agreements to CBI. Attached is a resolution consenting to the attached Assignment and Assumption Agreement between Town Clock Building Company and Cottingham & Butler, Inc. Also attached is a second resolution consenting to the Assignment and Assumption Agreement between Security Investments, LLC and Cottingham & Butler, Inc. I recommend that the resolutions be submitted to the City Council for consideration and approval. BAL:tIs Attachments cc: Maurice Jones, Economic Development Director F WSERS&stecMeALi nda h1Wl em os\MVM—Co Use ntToC&BAssign ment&AssuUsti on,Agreem ents_092815.doc 2 Law Offices of FUERSTE, CAREW, JUERGENS & SUDMEIER, P.C. 200 SECURITY BUILDING 151 WEST 8TH STREET DUBUQUE,IOWA 52001-6810 STEPHEN J.JUERGENS WBLLIAM C.FUERSTE(1923-2011) ROBERT L.SUDMEIER* ALLAN J.CAREW(1933-2015) DOUGLAS M.HENRY MARK J.WILLGING September 30, 2015 A.THEODORE HUINKER TELEPHONE: DANITA L.GRANT* (563)556-4011 i JENNY L.WEISS t TELECOPIER: NICHOLAS C.THomPSON (563)556-7134 RICHARD W.KIRKENDALL EDWARD F.HENRY E-MAIL: r MAIL @ FUER STELAW.CO1vI ALL ATTORNEYS LICENSED IN IOWA *ALSO LICENSED IN WISCONSIN 'ALSO LICENSED IN ILLINOIS WRITER'S DIRECT E-MAIL ADDRESS SJULRGENS 1:UEKSTELAW.COM Mr. Michael C. Van Milligen City Manager c/o City Hall 50 W. 13`h Street Dubuque, IA 52001 F Re: Our Clients: Security Investments, LLC; Town Clock Building Company; and Cottingham & Butler, Inc. Dear Mr. Van Millig en: This office represents the above named entities. Town Clock Building Company ("TCBC") and Security Investments, LLC ("SI") are wholly-owned f subsidiaries of Cottingham & Butler, Inc. ("C&B"). TCBC owns the building at 823 Main Street in downtown Dubuque, legally described as: Lot 54 in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa (also sometimes described as City Lot 54 in the City of Dubuque, Iowa, according to the recorded Plat thereof). SI owns the Security Building at the corner of 81h & Main Streets in downtown Dubuque, legally described as: Lot 29, Lot 30 and the South 1/3 of Lot 31, in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof; and Lot Fifty-Five (55) in the City of Dubuque, Iowa, according to the United States Commissioner's Map thereof. UERSTE CAREw UERGENS & SUDMEIEx P.C. ,J , Mr. Michael C. Van Milligen September 30, 2015 Page 2 i= i The Board of Directors and C&B as the sole Shareholder of TCBC have voted to dissolve TCBC and distribute its assets and obligations to C&B. C&B as SI's sole Member has voted to dissolve SI and distribute its assets and obligations to C&B. C&B is the holding company not only for TCBC and SI, but all of the Butler entities. We have prepared and enclose an Assignment and Assumption Agreement under which TCBC will convey the above-described real estate to C&B and C&B, in turn, will assume and pay TCBC's obligations to the City of Dubuque under the instruments identified in the Agreement. You will note that we have included a Consent to Assignment and Assumption Agreement and Release, as the written consent of the City of Dubuque, Iowa is required under the Downtown Rehabilitation Loan Program Loan Agreement referenced. k" We have prepared and enclose an Assignment and Assumption Agreement under which SI will convey the above-described real estate to C&B and C&B, in turn, will assume and pay SI's obligations to the City of Dubuque under the instruments identified in the Agreement. You will note that we have included a Consent to Assignment and Assumption Agreement and Release, as the written consent of the City of Dubuque, Iowa is required under the Downtown Rehabilitation Loan Program Loan Agreement referenced. We request approval of the enclosed Assignment and Assumption Agreements f and execution of same by the Mayor and City Clerk after authorization by the City Council. Corporate Counsel has reviewed the enclosed Assignment and Assumption Agreements. If you have any questions, please contact me. Very truly yours, FUERSTE, CAREW, JUERGEN & SUDMEIER, P.C. SJJ/kak BY: r Enclosures STEPHE f J ERGENS Preparer: Barry A. Lindahl, Esq. Suite 330, Harbor View Place, 300 Main Street, Dubuque, IA 52001 (563) 583-4113 RESOLUTION NO. 333-15 CONSENTING TO THE ASSIGNMENT OF: 1) CITY OF DUBUQUE, IOWA, DOWNTOWN REHABILITATION LOAN PROGRAM LOAN AGREEMENT, NUMBER: DRLP#2-01 DATED JUNE 28, 2001; 2) PROMISSORY NOTE DATED JUNE 28, 2001; 3) MORTGAGE TO CITY OF DUBUQUE, IOWA DATED JUNE 28, 2001 AND RECORDED AS INSTRUMENT NO. 9858-01, AND 4) MORTGAGE TO CITY OF DUBUQUE, IOWA DATED MAY 20, 2002 AND RECORDED AS INSTRUMENT NO. 9234-02, BETWEEN THE CITY OF DUBUQUE, IOWA AND TOWN CLOCK BUILDING COMPANY TO COTTINGHAM & BUTLER, INC. Whereas, the City of Dubuque entered into a 1) Downtown Rehabilitation Loan dated June 28, 2001; 2) Promissory Note dated June 28, 2001; 3) Mortgage dated June 28, 2001; and 4) Mortgage dated May 20, 2002, (the Agreements) with Town Clock Building Company regarding certain real property legally described as: Lot 54 in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa (also sometimes described as City Lot 54 in the City of Dubuque, Iowa, according to the recorded Plat thereof) ; and Whereas, Town Clock Building Company now desires to assign its rights and responsibilities under the Agreements to Cottingham & Butler, Inc.; and Whereas, the Agreements require the consent of the City to any such assignment; and Whereas, the City Council of the City of Dubuque finds that the City of Dubuque should consent to the assignments, a copy of which Assignment And Assumption Agreement is attached hereto. 092815 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque hereby consents to the Assignment and Assumption Agreement, a copy of which is attached hereto. Passed, approved and adopted this 5th day of Octoer, 2015. Attest: Kevin Firnstahl, City C erk Roy D. VOI, Mayor F:\USERS\tsteckle\Lindahl\Resolutions\ResolutionApprovingAssignment_TownClockBuildingCoToC&B_092815.doc 2 Prepared by and Return to: Stephen J. Juergens, AT0004125, Fuerste, Carew, Juergens & Sudmeier, P.C., 151 West 8th St., Suite 200, Dubuque, IA 52001; Telephone: (563) 5564011 SPACE ABOVE THIS LINE FOR RECORDER ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that TOWN CLOCK BUILDING COMPANY, an Iowa corporation ("Assignor"), for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby assign unto COTTINGHAM & BUTLER, INC., an Iowa corporation ("Assignee"), all of Assignor's right, title, and interest in and to the following described real estate: Lot 54 in the City of Dubuque, Iowa, according to the United States Commissioners' Map of the Town of Dubuque, Iowa (also sometimes described as City Lot 54 in the City of Dubuque, Iowa, according to the recorded Plat thereof), said assignment to be evidenced by execution and delivery of a Quit Claim Deed from Assignor to Assignee. Assignee agrees to assume and pay and hold Assignor harmless from any and all claims, actions, and causes of action of the City of Dubuque, Iowa, a municipal corporation organized and existing under the laws of the State of Iowa, under (1) a certain City of Dubuque, Iowa, Downtown Rehabilitation Loan Program Loan Agreement, Number: DRLP#2-01 dated June 2 ) a certain Promissory Note given by Assignor to the City of Dubuque, Iowa dated June 28, 2008; (3) a ce, 2001; 2rtain Mortgage given by Assignor to the City of Dubuque, Iowa dated June 28, 2001 and filed of record on June 28, 2001as Instrument No. 9858-01 in the office of the Dubuque County, Iowa, Recorder; and (4) a certain Mortgage given by Assignor to the City of Dubuque, Iowa dated May 20, 2002 and filed of record on May 21, 2002 as Instrument No. 9234-02 in the office of the Dubuque County, Iowa, Recorder. Dated at Dubuque, Iowa this 12th day of October, 2015. Town Clock Building Company, Assignor Cottingham & Butler, Inc., Assignee By: By: David O. Becker, President David O. Becker, Presiden STATE OF IOWA ) )ss: DUBUQUE COUNTY ) On this 12th day of October, 2015, before me, the undersigned, Notary Public in and for the State of Iowa, personally appeared David 0. Becker, to me personally known, who being by me duly sworn did say that he is the President of Town Clock Building Company, an Iowa corporation, executed the foregoing instrument, that the instrument was signed on behalf of the corporation by authority of the corporation's Board of Directors, and that David 0. Becker as that officer acknowledged execution of the instrument to be the voluntary act and deed of the corporation, by it and by the officer voluntarily executed. STATE OF IOWA )ss: DUBUQUE COUNTY Notary Public in and for the State of Iowa. On this 12th day of October, 2015, before me, the undersigned, Notary Public in and for the State of Iowa, personally appeared David 0. Becker, to me personally known, who being by me duly sworn did say that he is the President of Cottingham & Butler Inc., an Iowa corporation, executed the foregoing instrument, that the instrument was signed on behalf of the corporation by authority of the corporation's Board of Directors, and that David 0. Becker as that officer acknowledged execution of the instrument to be the voluntary act and deed of the corporation, by it and by the officer voluntarily executed. Notary Public in and for the State of Iowa. CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT AND RELEASE The City of Dubuque, 'Iowa, an Iowa municipal corporation, hereby consents to the foregoing Assignment and Assumption Agreement. The City of Dubuque, Iowa, for mutually valuable consideration the receipt and sufficiency of which is hereby acknowledged, does hereby release and forever discharge Town Clock Building Company, an Iowa corporation, from any and all claims, demands, damages, liability, and actions of any kind or nature whatsoever arising out of (1) a certain City of Dubuque, Iowa, Downtown Rehabilitation Loan Program Loan Agreement, Number: DRLP#2-01 dated June 28, 2001; (2) a certain Promissory Note given by Assignor to the City of Dubuque, Iowa dated June 28, 2001; (3) a certain Mortgage given by Assignor to the City of Dubuque, Iowa dated June 28, 2001 and filed of record on June 28, 2001 as Instrument No. 9858- 01 in the office of the Dubuque County, Iowa, Recorder; and (4) a certain Mortgage given by Assignor to the City of Dubuque, Iowa dated May 20, 2002 and filed of record on May 21, 2002 as Instrument No. 9234- 02 in the office of the Dubuque County, Iowa, Recorder. This Release is intended to and does acknowledge the full and complete release and discharge of any obligation or debt created under the foregoing instruments in favor of the City of Dubuque, Iowa, against Town Clock Building Company, but does not release or discharge any other person, firm or corporation. The City of Dubuque, Iowa, expressly reserves any rights it may have with respect to the foregoing instruments with respect to Cottingham. & Butler, Inc., an Iowa corporation. Dated at Dubuque, Iowa this 12th day of October, 2015. City of Dubuque,; owa, an Iowa municipal corporation. STATE OF IOWA )ss: DUBUQUE COUNTY On this day of October, 2015, before me a Notary Public in and for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing 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. Attest: B v: Roy D. f o1, Mayor Kev n S. Firnstahl, Cit' lerk JEAN M. NOEL Commss(on Numb: r 746793 My Comm. Exp. Public in and for the State of Iowa. Preparer: Barry A. Lindahl, Esq. Suite 330, Harbor View Place, 300 Main Street, Dubuque, IA 52001 (563) 583-4113 RESOLUTION NO. 334-15 CONSENTING TO THE ASSIGNMENT OF: 1) CITY OF DUBUQUE, IOWA, DOWNTOWN REHABILITATION LOAN PROGRAM LOAN AGREEMENT, NUMBER: DRLP#3-98 DATED NOVEMBER 13, 1998; 2) PROMISSORY NOTE DATED JANUARY 24, 2008; AND 3) MORTGAGE TO CITY OF DUBUQUE, IOWA DATED JANUARY 24, 2008 AND RECORDED AS INSTRUMENT NO. 2008-00001182, BETWEEN THE CITY OF DUBUQUE, IOWA AND SECURITY INVESTMENTS, LLC TO COTTINGHAM & BUTLER, INC. Whereas, the City of Dubuque entered into a 1) Downtown Rehabilitation Loan dated November 13, 1998; 2) Promissory Note dated January 24, 2008; and 3) Mortgage dated January 24, 2008, (the Agreements) with Security Investments, LLC regarding certain real property legally described as: Lot 29, Lot 30 and the South 1/3 of Lot 31, in the City of Dubuque, Iowa, according to the United State Commissioners' Map thereof; and Lot Fifty -Five (55) in the City of Dubuque, Iowa, according to the United States Commissioner's Map thereof ; and Whereas, Security Investments, LLC now desires to assign its rights and responsibilities under the Agreements to Cottingham & Butler, Inc.; and Whereas, the Agreements require the consent of the City to any such assignment; and Whereas, the City Council of the City of Dubuque finds that the City of Dubuque should consent to the assignments, a copy of which Assignment and Assumption Agreement is attached hereto. 092815 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque hereby consents to the Assignment and Assumption Agreement, a copy of which is attached hereto. Passed, approved and adopted this 5th day of Oc1bber, 2015. Roy Duol, Mayor Attest: Kevin S. irnstahl, bity rk F:\USERS\tstecklelLindahllResolutions\ ResolutionApprovingAssignment_SecuritylnvestmentsLLCToC&B_092815.doc 2 Prepared by and Return to: Stephen J. Juergens, AT0004125, Fuerste, Carew, Juergens & Sudmeier, P.C., 151 West 8th St., Suite 200, Dubuque, IA 52001; Telephone: (563) 556-4011 SPACE ABOVE THIS LINE FOR RECORDER ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that SECURITY INVESTMENTS, LLC, an Iowa limited liability company ("Assignor"), for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby assign unto COTTENGHAM & BUTLER, INC., an Iowa corporation ("Assignee"), all of Assignor's right, title, and interest in and to the following described real estate: Lot 29, Lot 30 and the South 1/3 of Lot 31, in the City of Dubuque, Iowa, according to the United States Commissioners' Map thereof; and Lot Fifty -Five (55) in the City of Dubuque, Iowa, according to the United States Commissioner's Map thereof, said assignment to be evidenced by execution and delivery of a Quit Claim Deed from Assignor to Assignee. Assignee agrees to assume and pay and hold Assignor harmless from any and all claims, actions, and causes of action of the City of Dubuque, Iowa, a municipal corporation organized and existing under the laws of the State of Iowa, under (1) a certain City of Dubuque, Iowa, Downtown Rehabilitation Loan Program Loan Agreement, Number: DRLP#3-98 dated November 13, 1998; (2) a certain Promissory Note given by Assignor to the City of Dubuque, Iowa dated January 24, 2008; and (3) a certain Mortgage given by Assignor to the City of Dubuque, Iowa dated January 24, 2008 and filed of record on January 24, 2008 as Instrument No. 2008-00001182 in the office of the Dubuque County, Iowa, Recorder. Dated at Dubuque, Iowa this 12th day of October, 2015. Security investments, LLC, Assignor Cottingham & Butler, Inc., Assignee By: By: David 0. Becker, President David 0. Becker, President STATE OF IOWA )ss: DUBUQUE COUNTY On this 12th day of October, 2015, before me, the undersigned, 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 of Security Investments, LLC, an Iowa limited liability company, executed the foregoing instrument, that the instrument was signed on behalf of the corporation by authority of the corporation's Board of Directors, and that David O. Becker as that officer acknowledged execution of the instrument to be the voluntary act and deed of the corporation, by it and by the officer voluntarily executed. Notary Public in and for the State of Iowa. STATE OF IOWA ) )ss: DUBUQUE COUNTY ) On this 12th day of October, 2015, before me, the undersigned, 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 of Cottingham & Butler Inc., an Iowa corporation, executed the foregoing instrument, that the instrument was signed on behalf of the corporation by authority of the corporation's Board of Directors, and that David O. Becker as that officer acknowledged execution of the instrument to be the voluntary act and deed of the corporation, by it and by the officer voluntarily executed. Notary Public in and for the State of Iowa. CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT AND RELEASE The City of Dubuque, Iowa, an Iowa municipal corporation, hereby consents to the foregoing Assignment and Assumption Agreement. The City of Dubuque, Iowa, for mutually valuable consideration the receipt and sufficiency of which is hereby acknowledged, does hereby release and forever discharge Security Investments, LLC, an Iowa limited liability company, from any and all claims, demands, damages, liability, and actions of any kind or nature whatsoever arising out of (1) a certain City of Dubuque, Iowa, Downtown Rehabilitation Loan Program Loan Agreement, Number: DRLP#3-98 dated November 13, 1998; (2) a certain Promissory Note given by Assignor to the City of Dubuque, Iowa dated January 24, 2008; and (3) a certain Mortgage given by Assignor to the City of Dubuque, Iowa dated January 24, 2008 and filed of record on January 24, 2008 as Instrument No. 2008-00001182 in the office of the Dubuque County, Iowa, Recorder. This Release is intended to and does acknowledge the full and complete release and discharge of any obligation or debt created under the foregoing instruments in favor of the City of Dubuque, Iowa, against Security Investments, LLC, but does not release or discharge any other person, firm or corporation. The City of Dubuque, Iowa, expressly reserves any rights it may have with respect to the foregoing instruments with respect to Cottingham & Butler, Inc., an Iowa corporation. Dated at Dubuque, Iowa this 12th day of October, 2015. City of Dubuque Iowa, an Iowa municipal corporation. By: Attest: Bv: Roy D. uol, Mayor Kevin S. Firnstahl, City Clerk STATE OF IOWA ) )ss: DUBUQUE COUNTY ) On this day of October, 2015, before me a Notary Public in and for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the. City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing 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. JEAN M. NOEL Commission Numbs. My Comm. Exp, b Notublic in and for the State of Iowa.