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First Amendment to Purchase Agreement and Development Agreement with Union at the Marina LPCity of Dubuque City Council Meeting Consent Items # 010. Copyrighted November 6, 2023 ITEM TITLE: First Amendment to Purchase Agreement and Development Agreement between the City of Dubuque and Union at the Marina, LP SUMMARY: City Manager recommending City Council approve the First Amendment to the Purchase Agreement and Development Agreement dated October 16, 2023 (the "Agreement"), to amend the Agreement to incorporate the legal description for the sale of approximately 5.25 acres of real property located in the City of Dubuque, Iowa, as set forth in the attached First Amendment. RESOLUTION Approving the First Amendment to Purchase Agreement and Development Agreement between the City of Dubuque and Union at the Marina, LP SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s) DISPOSITION: FIN ik[91:ILyil21zIII l+] Description Type MVM Memo City Manager Memo Memo Staff Memo Resolution Resolutions 1stAmendment Supporting Documentation THE C Dubuque DUjIBQTE WAWca 914 Masterpiece on the Mississippi YP pp aoo�•o 13 zai7*20*�oi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: First Amendment to Purchase Agreement and Development Agreement between the City of Dubuque and Union at the Marina, LP DATE: October 31, 2023 Senior Counsel Barry Lindahl is recommending City Council approve the First Amendment to the Purchase Agreement and Development Agreement dated October 16, 2023 (the "Agreement"), to amend the Agreement to incorporate the legal description for the sale of approximately 5.25 acres of real property located in the City of Dubuque, Iowa, as set forth in the attached First Amendment. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:sv Attachment CC' Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Barry Lindahl, Senior Counsel THE CITYF DUiYB- E Masterpiece on the Mis, ' BARRY A. LINDAHL, SENIOR COUNSEL MEMO To: Michael C. Van Milligen City Manager DATE: October 25, 2023 Dubuque III -America City ,,}. !I 2007-2012-2013 2017*2019 RE: First Amendment to Purchase Agreement and Development Agreement between the City of Dubuque and Union at the Marina, LP The City of Dubuque and Union at the Marina, LP entered into a Purchase Agreement and Development Agreement dated October 16, 2023 (the "Agreement") for the sale of approximately 5.25 acres of real property located in the City of Dubuque, Iowa, as further described in the Agreement (the "Property"). The Agreement provided that the Parties would enter into an Amendment to incorporate the legal description of the Property into the Agreement upon approval of the Plat. The Plat was recorded on October 18, 2023, in the office of the Recorder of Dubuque County, Iowa as File 2023-00009853, now legally described as Lot 1-2 of Block 2 in River Front Subdivision No. 3, in the City of Dubuque, Iowa, according to the plat thereof recorded as Doc ID: 011154500008, File 2023-00009853, in the public records of the Recorder's Office of Dubuque County, Iowa. The City and Union at the Marina, LP now desire to amend the Agreement to incorporate the legal description of the Property as set forth in the attached First Amendment. I recommend that the First Amendment be submitted to the City Council for consideration and approval. CC'. Crenna Brumwell, City Attorney Angela Mendenhall, General Counsel Jill Connors, Economic Development Director OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-41131 FAx (563) 583-10401 EMAIL balesq@cityofdubuque.org Prepared by Bar A. Lindal Esq. 300 Main St., Ste. 330 Dubuque IA 52001-6944 563 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO. 358-23 RESOLUTION APPROVING THE FIRST AMENDMENT TO PURCHASE AGREEMENT AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE AND UNION AT THE MARINA, LP WHEREAS, the City of Dubuque and Union at the Marina, LP entered into a Purchase Agreement and Development Agreement dated October 16, 2023 (the "Agreement") for the sale of approximately 5.25 acres of real property located in the City of Dubuque, Iowa, as further described in the Agreement (the "Property"); and WHEREAS, the Agreement provided that the Parties would enter into an Amendment to incorporate the legal description of the Property into the Agreement upon approval of the Plat. The Plat was recorded on October 18, 2023 in the office of the Recorder of Dubuque County, Iowa as File 2023-00009853,now legally described as Lot 1-2 of Block 2 in River Front Subdivision No. 3, in the City of Dubuque, Iowa, according to the plat thereof recorded as Doc ID: 011154500008, File 2023-00009853, in the public records of the Recorder's Office of Dubuque County, Iowa; and WHEREAS, The City and Union at the Marina, LP now desire to amend the Agreement to incorporate the legal description of the Property as set forth in the attached First Amendment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the First Amendment is hereby approved. Section 2. The City Manager is hereby authorized and directed to sign the First Amendment on behalf of the City of Dubuque. Passed, approved and adopted this 6th day of November, 2023. Attest: &_a Adrienne N. Breitfelder, City Clerk AGREEMENT AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AGREEMENT AND DEVELOPMENT AGREEMENT (this "Amendment") is madeandentered into as of this 24th day of October, 2023 ("Effective Date") by and between THE CITY OF DUBUQUE, IOWA, a municipality ("Seller") and UNION AT THE MARINA, LP, an Iowa limited partnership ("Buyer"). For the purposes of this Amendment, Seller and Buyer shall be collectively referred to as "Parties" and individually referred to as a RECITALS A. WHEREAS, Seller and Buyer entered into that certain Purchase Agreement and Development Agreement dated October 16, 2023 (the "Agreement') for the sale of approximately 5.25 acres of real property located in the City of Dubuque, Iowa, as further described in the Agreement (the "Property"); B. WHEREAS, the Agreement provided that the Parties would enter into an Amendment to incorporate the legal description of the Property into the Agreement upon approval of the Plat; and C. WHEREAS, the Plat was recorded on October 18, 2023 in the office of the Recorder of Dubuque County, Iowa as File 2023-00009853; and D. WHEREAS, Buyer and Seller now desire to amend the Agreement to incorporate the legal description of the Property as set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby amend the Agreement as follows: 1. Recitals: Definitions. The foregoing recitals of fact are agreed to be true and correct and are incorporated herein by reference. For purposes of this Amendment, capitalized terns shall have the meanings ascribed to them in the Agreement unless otherwise defined herein. 2. Exhibit B-2. Exhibit B-2 to the Agreement is hereby amended and replaced in its entirety with Exhibit B-2 attached hereto and incorporated herein by reference. 3. Effect of Amendment. Except as expressly modified by this Amendment, the Agreement and all the covenants, agreements, terns, provisions and conditions thereof shall remain in full force and effect and are hereby ratified, confirmed and approved by the parties hereto. In the event of any conflict between the terns contained in this Amendment and the Agreement, the terms herein shall supersede and control the obligations and liabilities of the parties. 4. Miscellaneous. This Amendment becomes effective only upon execution and delivery hereof by Seller and Buyer. The captions of the paragraphs and subparagraphs in this Amendment are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof. Submission of this instrument for examination or signature by Buyer does not constitute a reservation of or option and shall not be effective as an amendment or otherwise until execution by and delivery to Seller and Buyer. 5. Electronic Signatures; Counterparts. This Amendment may be executed by electronic signature process (such as DocuSign) and in one or more counterparts, each of which shall, for all purposes, be deemed an original and fully enforceable as an original. All such counterparts, taken together, shall constitute one and the same agreement even though all of the parties may not have executed the same counterpart of this Amendment. IN WITNESS WFffiREQF, Seller and Buyer have executed this Amendment as of the date and year first above written. SELLER: City of Dubuque, Iowa, By: k-�4 M chael Van Milligen, City Manager UNION AT THE MARINA, LP, an Iowa limited partnership By: Union at the Marina GP, LLC an Indiana limited liability company, its general partner By: Kyle D. Bach, General Manager EXHIBIT B-2 THE PROPERTY Lot 1-2 of Block 2 in River Front Subdivision No. 3, in the City of Dubuque, Iowa, according to the plat thereof recorded as Doc ID: 011154500008, File 2023-00009853, in the public records of the Recorder's Office of Dubuque County, Iowa.