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.