Second Amendment to Purchase Agreement and Development Agreement with Union at the Marina, LPCity of Dubuque
City Council Meeting
Consent Items # 015.
Copyrighted
December 4, 2023
ITEM TITLE: Second Amendment to Purchase Agreement and Development
Agreement between the City of Dubuque, Iowa and Union at the Marina,
LP
SUMMARY: City Manager recommending City Council approval of the Second
Amendment to the Purchase Agreement and Development Agreement
by and between the City of Dubuque, Iowa and Union at the Marina, LP.
RESOLUTION Approving the Second Amendment to Purchase
Agreement and Development Agreement between the City of Dubuque,
Iowa and Union at the Marina, LP
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Memo Staff Memo
Resolution Resolutions
2nd Amendment Supporting Documentation
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Second Amendment to Purchase Agreement and Development
Agreement between the City of Dubuque, Iowa and Union at the Marina,
LP
DATE: November 29, 2023
Senior Counsel Barry Lindahl is recommending City Council approval of the Second
Amendment to the Purchase Agreement and Development Agreement by and between
the City of Dubuque, Iowa and Union at the Marina, LP.
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
Jill Connors, Economic Development Director
THE CITY OF
DUB E
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael Van Milligen
City Manager
DATE: November 28, 2023
Dubuque
All-buica Cily
2007-2012.2013
2017*2019
RE: Second Amendment to Purchase Agreement and Development Agreement
between the City of Dubuque, Iowa and Union at the Marina, LP
The purpose of this Memorandum is to recommend that the attached Resolution
approving the Second Amendment to the Purchase Agreement and Development
Agreement by and between the City of Dubuque, Iowa and Union at the Marina, LP be
submitted to the City Council for consideration and approval.
The Purchase Agreement and Development Agreement (hereinafter, the "Agreement"),
dated for reference purposes the 16t" day of October, 2023, was entered into by and
between the City of Dubuque, Iowa, and Union at the Marina, LP, the Developer, for the
sale and residential development of 5.25 acres of City property located at Hawthorne
Street in the City of Dubuque (the Project).
A First Amendment to the Agreement was entered into by the Parties on October 24,
2023.
The Parties desire to further amend the Agreement as set forth in the attached Second
Amendment.
The Iowa Finance Authority (IFA), which will be issuing bonds for the Project, has
requested amendment of the Agreement. The material changes in the Agreement
requested by IFA are as follows:
1. Deletion of the Option Agreement. The Agreement includes an Option
Agreement for the purchase of the development property. The Developer
requested the Option Agreement because at the time the Agreement was signed,
the Developer did not have commitments for financing the Project. The Option
Agreement would have allowed the Developer to avoid the purchase of the
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
property if it did not have financing in place at the time of the closing. Because
financing will be in place prior to the closing, the Option Agreement is no longer
necessary and IFA has requested that it be deleted from the Agreement.
2. Deletion of the Default Remedies. Section 15 of the Agreement provides the
City's remedies for default if the Developer defaults prior to the issuance of a
Certification of Completion of the Project. One of the City's remedies for default is
a reversion of the development property back to the City. IFA requested that the
reversion language be deleted. In its place, the Agreement will include language
that the loan documents which will require the Developer to complete construction
of the Project within no more than thirty-six months following Closing on terms and
conditions acceptable to the City. The loan documents will include guarantees
subject to the City's approval intended to ensure the Project is completed.
I request that the Resolution approving the Second Amendment be submitted to the City
Council for consideration and approval.
BAL:jmm
cc: Crenna Brumwell, City Attorney
Jill Connors, Economic Development Director
Prepared by Barry A. Lindal, Esq. 300 Main St., Ste. 330, Dubuque IA 52001-6944 (563) 583-4113
Return to Adrienne N. BreVelder, City Clerk, 50 W. 131h St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 398-23
RESOLUTION APPROVING THE SECOND AMENDMENT TO PURCHASE
AGREEMENT AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
DUBUQUE, IOWA AND UNION AT THE MARINA, LP
Whereas, a Purchase Agreement and Development Agreement (hereinafter, the
"Agreement"), dated for reference purposes the 16th day of October, 2023, was entered
into by and between the City of Dubuque, Iowa, a municipality ("City"), acting under
authorization of Iowa Code Chapter 403, as amended, and Union at the Marina, LP, an
Iowa limited partnership ("Developer") (collectively the "Parties"); and
Whereas, a First Amendment to the Agreement was entered into by the Parties on
October 24, 2023; and
Whereas, the Parties desire to further amend the Agreement as set forth in the
attached Second Amendment; and
Whereas, the City Council finds that it is in the best interests of the City to approve
the Second Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA AS FOLLOWS:
Section 1. The Second Amendment attached hereto is hereby approved.
Section 2. The City Manager is authorized and directed to take such actions as are
necessary to carry out the terms of the Second Amendment.
Passed, approved and adopted this 4th day of December, 2023.
1
Katy A. Wethal, Mayor Pro Tem
Attest:
Adrienne N. Breitfelder, City Clerk
SECOND AMENDMENT
TO
PURCHASE AGREEMENT AND DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
UNION AT THE MARINA, LP
Whereas, a Purchase Agreement and Development Agreement (hereinafter, the
"Agreement"), dated for reference purposes the 16th day of October, 2023, was entered
into by and between the City of Dubuque, Iowa, a municipality ("City"), acting under
authorization of Iowa Code Chapter 403, as amended, and Union at the Marina, LP, an
Iowa limited partnership ("Developer") (collectively the "Parties"); and
Whereas, a First Amendment to the Agreement was entered into by the Parties on
October 24, 2023, and
Whereas, the Parties desire to further amend the Agreement as set forth herein.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
Section 1. Section 4.6 of the Agreement is hereby amended to add the following
as the last sentence thereto:
Developer's loan documents shall require substantial completion of the Building(s) and/or
Project within no more than thirty-six months following Closing on terms and conditions
acceptable to City Developer shall provide the loan documents for City's review prior to
Closing.
Section 2. Section 15 of the Agreement is hereby deleted in its entirety and
replaced as follows. -
SECTION 15. REMEDIES ON DEFAULT BY DEVELOPER.
15.1 Whenever any Event of Default referred to in Section 14 occurs and is continuing,
City, as specified below, may take any one or more of the following actions after the giving
of written notice by City to Developer (and the holder of any mortgage encumbering any
interest in the Property of which City has been notified of in writing) of the Event of Default,
but only if the Event of Default has not been cured within sixty (60) days following such
written notice, or if the Event of Default cannot be cured within sixty (60) days and
Developer or if applicable, the mortgagee, does not provide assurances to City that the
Event of Default will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from Developer deemed adequate by City, that Developer will cure its
default and continue its performance under this Agreement;
(2) Until the Closing, City may cancel and terminate this Agreement;
(3) City may withhold the Certificate of Completion; and
(4) Intentionally deleted.
(5) Intentionally deleted.
(6) Intentionally deleted.
Section 3. The last sentence of Section 12.2(6)(b) of the Agreement is hereby
deleted.
Section 4. The List of Exhibits in the Agreement is amended by deleting Exhibit i
Option Agreement.
Section 5. Exhibit I Option Agreement is hereby deleted from the Agreement.
Section 6. All other terms and conditions of the Agreement shall remain in full
force and effect.
CITY OF DUBUQUE, IOWA
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ATTEST:
Adrienne N. Breitfelder, City Clerk T
UNION AT THE MARINA, LP,
an Iowa limited partnership
By: Union at the Marina GP, LLC,
an Indiana limited liability company,
its general partner
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Kyle D. Bach, General Manager
Date: A� I Z R l 23