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Marquette Hall, LLC Third Amendment to Purchase and Sale Agreement Copyrighted February 27, 2017 City of Dubuque Consent Items # 1. ITEM TITLE: Marquette Hall, LLC Third Amendment to Purchase and Sale Agreement SUMMARY: City Manager recommending approval of a Third Amendment to the Purchase and Sale Agreement between the City of Dubuque and Marquette Hall, LLC that addresses an award of tax credits by the Iowa Finance Authority to Marquette Hall, LLC. RESOLUTION Approving the Third Amendment to the Purchase and Sale Agreement between the City of Dubuque, Iowa and Marquette Hall, LLC SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type Marquette Hall Third Amendment to Purchase and Sale City Manager Memo Agreement-MVM Memo Staff Memo Staff Memo Resolution Approving Third Amendment Resolutions Third Amendment Supporting Documentation Purchase& Sale Agreement Supporting Documentation First Amendment Supporting Documentation Second Amendment Supporting Documentation THE CITY OF DUUUCYUe had DUB E Masterpiece on the Mississippi 2007.2012.2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Third Amendment to Purchase and Sale Agreement Between the City of Dubuque and Marquette Hall, LLC DATE: February 24, 2017 City Attorney Crenna Brumwell recommends City Council approval of a Third Amendment to the Purchase and Sale Agreement between the City of Dubuque and Marquette Hall, LLC that addresses an award of tax credits by the Iowa Finance Authority to Marquette Hall, LLC. I concur with the recommendation and respectfully request Mayor and City Council approval. k / 1Z5v; Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager THE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi CRENNA M . BRUMWELL , ESQ. CITY ATTORNEY To: Michael C. Van Milligen City Manager DATE: February 24, 2017 RE: Third Amendment to Purchase and Sale Agreement Between the City of Dubuque and Marquette Hall, LLC The City of Dubuque, Iowa and Marquette Hall, LLC entered into a Purchase and Sale Agreement dated for reference purposes the 1st day of February, 2016, as amended by First Amendment dated November 17, 2016, and Second Amendment dated February 15, 2017. The parties now desire to further amend certain terms of the Purchase Agreement to address an award of tax credits by the Iowa Finance Authority to Marquette Hall, LLC. I recommend that the Resolution approving the Third Amendment to Purchase and Sale Agreement be submitted to the City Council for consideration and approval. CMB:tls Attachment Cc: Maurice Jones, Economic Development Director Alvin Nash, Housing & Community Development Director F:\USERS\tsteckle\Lindahl\Marquette Hall LLC\MVM_ThirdAmendmentToPurchase&SaleAgreement_022417.doc OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563)589-4381 /FAX (563)583-1040/EMAIL cbrumwel@cityofdubuque.org Prepared by: Crenna Brumwell, Esq., 300 Main St., Suite 330, Dubuque, IA 52001 563-589-4381 Return to: Maurice Jones, 50 W. 13th Street, Dubuque, IA 52001 563-589-4393 RESOLUTION NO. 78-17 APPROVING THE THIRD AMENDMENT TO THE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MARQUETTE HALL, LLC. WHEREAS, the City of Dubuque (City) is the owner of the following described real property: Vacated alley between Regent Street and Queen street, as shown on Exhibit A (the Property) ; and WHEREAS, City desires to sell the Property to Marquette Hall, LLC pursuant to a Purchase and Sale Agreement dated February 1, 2016, as amended; and WHEREAS, the parties wish to further amend the Purchase and Sale Agreement as set forth in the Third Amendment to Purchase and Sale Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Third Amendment to the Purchase and Sale Agreement between the City of Dubuque and Marquette Hall, LLC. is hereby approved. Section 2. The City Manager is hereby authorized to sign the Third Amendment to the Purchase and Sale Agreement. Passed, approved and adopted this 27th day of February, 2017. Roy D. Buol, ayor ATTEST: Key! S. Firnstahl:' City Clerk EXHIBIT A - Plot of Sur v y (ROW 'Vac ions of, Lot 34—A of Sanford Subdi on, in the Clay of Dubuque, I wa POW rr,�nti; t rf +;. fy:19 r: `tet. ria u34ltn'n I. L'Irllueiti"_, all if! fl- v,�.�t Ln:u s LL'( 1F 4t; BL)X i3Z Sr F; r rY F%8 iiF [;k.?LVAZI. F f:;. . Ln ,y' ib_ -.F 111-.,#41 ;»:�4ukz.f �g x.', art zx>;,sLIWAtr....., : a 3w . 4.47. UE a NG 3 ShET; 3 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MARQUETTE HALL, LLC THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Third Amendment") is made and entered into effective as of the 27th day of February, 2017, by and between the CITY OF DUBUQUE, IOWA ("Seller") and Marquette Hall, LLC, a Kansas limited liability company ("Buyer"). Seller and Buyer are sometimes referred to herein as the "Parties". RECITALS A. Seller and Buyer have entered into that certain Purchase and Sale Agreement with an effective date of February 1, 2016, as amended (the "Purchase Agreement"), for the Property (defined in the Purchase Agreement). B. Buyer and Seller now desire to further amend certain terms of the Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Purchase Agreement is amended as follows: 1. Other Provisions. Section 11.8 is added as follows: 11.8. Notwithstanding any provisions to the contrary in the Purchase and Sale Agreement, First Amendment to Purchase and Sale Agreement, and Second Amendment to Purchase and Sale Agreement, the closing is conditioned upon an award of tax credits by the Iowa Finance Authority to Marquette Hall, LLC by June 1, 2017. In the event that tax credits are not awarded by such date, this Purchase and Sale -Agreement shall be null and void. 2. Ratification of Agreement and First Amendment. Buyer and Seller do hereby ratify the terms of the Agreement and the First Amendment and the Second Amendment, and acknowledge each is bound by the terms of the Agreement, the First Amendment, the Second Amendment, and this Third Amendment, subject to the Agreement. 3. Effect of Third Amendment. Except as specifically amended herein, all of the terms and provisions of the Agreement and the First Amendment and Second Amendment are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Agreement and the First Amendment, 022417cmb Second Amendment and this Third Amendment, the terms and provisions of this Third Amendment shall govern and control. 4. Counterparts. This Third Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one in the same instrument binding on all parties. Delivery of a signed counterpart by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Third Amendment. IN WITNESS WHEREOF, Seller and Buyer have executed this Third Amendment as of the date set forth above. SELLER: CITY OF DUBUQUE, IOWA By: Michael C. Van Millig'en City Manager BUYER: MARQ TE HALL, LLC, Nan/E. limas L. Anderson Title: Authorized Agent 2 EXHIBIT A - Plot of Sur v y (ROW 'Vac ions of, Lot 34—A of Sanford Subdi on, in the Clay of Dubuque, I wa POW rr,�nti; t rf +;. fy:19 r: `tet. ria u34ltn'n I. L'Irllueiti"_, all if! fl- v,�.�t Ln:u s LL'( 1F 4t; BL)X i3Z Sr F; r rY F%8 iiF [;k.?LVAZI. F f:;. . Ln ,y' ib_ -.F 111-.,#41 ;»:�4ukz.f �g x.', art zx>;,sLIWAtr....., : a 3w . 4.47. UE a NG 3 ShET; 3 PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MARQUETTE HALL, LLC This Purchase and Sale Agreement (this "Agreement"), dated for reference purposes the day of , 2016 by and between The City of Dubuque, Iowa, ("Seller") and MARQUETTE HALL, LLC, a Kansas limited liability company ("Buyer") (or its assigns). SECTION 1. REAL ESTATE DESCRIPTION. Buyer offers to buy real estate in Dubuque County, Iowa, described as follows: Vacated alley between Regent Street and Queen Street, as shown on Exhibits A and B with any easements and appurtenant servient estates, but subject to the following: a. any zoning and other ordinances; b. any covenants of record; c. any easements of record for public utilities, roads and highways designated the Real Estate; provided Buyer, on possession, is permitted to make the following use of the Real Estate: residential (the "Real Estate"). SECTION 2. PURCHASE PRICE. The purchase price is $1.00 (the "Purchase Price"), subject to an increase as set forth in Section 11 below. SECTION 3. REAL ESTATE TAXES. Seller shall pay any unpaid real estate taxes payable in 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 unless the parties state otherwise. SECTION 4. POSSESSION. If Buyer timely performs all obligations, possession of the Real Estate shall be delivered to Buyer on the closing date of that certain Purchase and Sale Agreement by and between Holy Spirit Parish and Marquette Hall, LLC dated of even date herewith (the "Apartment Contract") (the "Closing Date"). The intent of the parties hereto is that the Apartment Contract and this Agreement shall close simultaneous. Notwithstanding the foregoing, the Closing Date shall not extend beyond one (1) year from the date of this Agreement (the "Outside Closing Date"). SECTION 5. ASSIGNMENT AND ABSOLUTE RIGHT OF TERMINATION. This Agreement may be assigned with the consent of Seller. Buyer shall have the right to terminate this Agreement if the Apartment Contract is terminated or otherwise fails to close on or before the Outside Closing Date. SECTION 6. DEED. Upon payment of the Purchase Price, Seller shall convey the Real Estate to Buyer by Quit Claim Deed. Buyer is purchasing the Real Estate "as is" and Buyer makes no representations or warranties of title. SECTION 7. TIME IS OF THE ESSENCE. Time is of the essence in this Contract. SECTION 8. REMEDIES OF THE PARTIES. If either party fails to timely perform this Contract, Buyer and Seller 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 fees as permitted by law. SECTION 9. CONTRACT BINDING ON SUCCESSORS IN INTEREST. This Contract shall apply to and bind the successors in interest of the parties. SECTION 10. TIME FOR ACCEPTANCE. If this offer is not accepted by Buyer on or before January 29, 2016 it shall become void and all payments shall be repaid to the Seller. SECTION 11. OTHER PROVISIONS. 11.1. Reimbursement of Title Matters. Buyer shall reimburse Seller upon receipt of a statement from Seller for all costs incurred by Seller, including the cost surveying, platting, filing, and recording fees related to the sale of the Real Estate, which shall include the vacation of the existing alley located on the Real Estate. 11.2. Construction of Improvements. (1) Buyer must comply with applicable law concerning the construction of improvements on the Real Property and concerning the construction of improvements contemplated in the Apartment Contract such as site plan approval, building permitting process, and inspection requirements. (2) Buyer will secure a building permit and begin remodeling the existing school building at 2222 Queen Street for senior housing on the Real Estate consistent with City requirements for senior housing not later than December 31, 2016 or the Construction Deposit (defined below) will be paid to the Seller. The contemplated project must meet the requirements for designation as a Qualified Residential Rental property as provided by the rules of the Iowa Finance Authority and must meet the Fair Housing Act definition of Housing for Older Persons. (3) Seller may have an interest in facilitating the purchase of homes owned by Applicants who apply for Buyer's affordable senior living accommodations. Buyer agrees to provide Seller with the name, address and contact number of 2 each Applicant with a City of Dubuque address for Buyer's affordable senior living accommodations at the time of receipt of each such application. (4) On the Closing, Buyer will deposit the sum of $11,000 with an escrow agent reasonably acceptable to Seller (the "Construction Deposit"). The Construction Deposit will be returned to Buyer upon the issuance of a Certificate of Occupancy from the City for the improvements constructed on the real property which is the subject of the Apartment Contract. 11.3. Environmental Provisions. Seller accepts the Real Estate "as is" and further agrees to defend, indemnify and hold Seller harmless from and against any and all claims of any kind arising out of or resulting from the condition of the Real Estate. 11.4. Notice. The following shall be used for purposes of providing written notice pursuant to this Contract. City of Dubuque City Manager 50 West 13th Street Dubuque IA 52001 Marquette Hall, LLC Attn: Tom Anderson 6800 West 64th Street Overland Park, Kansas 66202 11.5. This Agreement is subject to final approval by the City Council of Seller. 11.6. Buyer may not sell or assign this Contract unless the purchaser or assignee in the purchase agreement or assignment acknowledges the obligations of Section 11 in writing and agrees to be bound thereby. 11.7. The covenants in Sections 11.1, 11.2, 11.3, and 11.6 shall survive the closing. THIS OFFER IS ACCEPTED CITY OF DUBUQUE, IOWA, SELLER MARQUETTE HALL, LLC Dated: (2)//// Dated: 2 - 12-4, b By BY Michyel C. Van Milligen Tom Anderson, Authorized Agent City Manager 3 EXHIBIT A AREA MAP 4 Pat of Survey (ROW Vacation) of: Lot 34-A of Sanford Subdivision, . in the City of Dubuque, Iowa Camprised of: being •• ROW vocation of the 20' A:ley between Regent 3t. & Queen St. and between lots 11-19, Inclu:;it'e, & bole 31-34, inclusive, oil in Sonford Subdivision, in the City of Dubuque, lnw0 rW/,ttt,9r DIC.N;le A:6ie0"21: mom=vu 1/XL0797. 010.0.£11199 A-000 1233253t-,Sn' ` , LA1 I-I�/ ,\ \'v'i' i raWitiia / TT0.9.r!r,".1 tLC+LDN Mt 1111/A 0.1 / ..DraDC91 I T{{,141,3.IC]M.p`f 1ueV3L!1W'1 9r ,3 D:4 .' r v_6111 a.,'n�f CY:t 61&176 \. �. rA .ttr 'f 'Id'(RI. I-2.Q. w� 0.1' s /f IC K Sf e0 r••CxY. ` ,. 191 7 0. \ e.♦ 4�i ti l �� ., �♦ •m t 011911.9 / / G`�;/� � \i j 1�/ /� ter_ o 1 "c's"'E,. /,,f,i . T. ca ..sgy \ \ d/ ,Af l A4/' 6 Ior,. Ls. f o, 1v tss,�s / f' \ \qp. .q 1,/ Lam:-e Ir '2 a ��+,' fly Prid QuP©B s4Nr ,r. •,N e_, r I..Annrozu /443.)90 f At- f /" f f I _ !elulro AncA roe.f '\ ' 1 + / - -.A...A UTuTY tASCyd'»r \ ♦ tot 1-1-e •',/ / ✓. r �. � • .ar 9.09902.0 1 f/` . ut�nnn / ,/:-'1_,- tnf 1! \ • / /J \ \ � ,>r�, Lal.11 ,/ ,r����; \ ♦f>� /` L .fit / for 1e "' \ �, • ✓.l'.r rl \ Lek :, :,, /�. rf'..�d:' • 1 / f .!I �(' // r/,, -1,2.L4` -,� �,,.-- ♦ ff ��•� ,451- `�~ LOT II. ti * \V IUT JS ` - J.'. LOT 14 a \ ♦ S!'r3�if Stoj. / 9,..., '‘c14... n \ LOT 2.ti 4. LU I GF^e•>'{FCO �o�\ '/!� \ `'�°``• NIAYe KMI PIACI' }♦� �5 \ ,♦ o �? �•A �(Ira� LO)is //j /• `Q:• rK uty J ♦ ti \ 9 4 � / /�/ \ } t3a -, I/3112 11\. / , / / \, \\♦ , ~/J �. /' LOT 2 V So.7.11 '\• ',, s„..,„ `. / 3•v/r rig. .11A {,,ALE / \ 4110'J / ./4V / S 34^54'1[.W ,JY t LC•E-9NG14.c/ , .• 1, / -(.5.10i4...3' � �" ' 1 / \\N /ems/ •-.. / // ii- 'N t+'r ▪ • ' /•I^5n'-:0100•-;(8163' it, LUT 11 Ila POW / /110/'. �'T/4 Cr LL71 1 CrCf•slwEfraS .C( tG. • rCIwD r wry.at`: tl :A' co' !*6f_�I AL,L#.oft ..I.n'T1 , B rd.V.D 991.% T2.,LE: I' - (.J' r Q .......11yw�1.. Nrn - NSA CAP K".909.93 AM 09.5 1,RA YLR71.'k4[RIS ASL'1111¢T 0.3=our.Iowa .L49tu Using•R:; Cr taeY 2 rICNSt1DR G IC4t 1C3,91AC11 IIE,. Orr t. 91030-t. : FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MARQUETTE HALL, LLC THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and entered into effective as of the /7 "day of November, 2016, by and between THE CITY OF DUBUQUE, IOWA ("Seller"), and MARQUETTE HALL, LLC, a Kansas limited liability company ("Buyer"). 1. Recitals. Seller and Buyer have entered into that certain Purchase and Sale Agreement with an effective date of February 1, 2016 (the "Agreement") for certain property located in Johnson County, Kansas and more particularly described on Exhibit "A" attached hereto. Buyer and Seller now desire to amend certain of the terms of the Agreement. All capitalized terms used herein shall have the meaning given to them in the Agreement. 2. Closing Date. Buyer and Seller agree that the Closing shall be extended to October 31, 2017. 3. Other Provisions. Section 11.2.(2) is hereby deleted in its entirety and replaced with the following: (2) Buyer will secure a building permit and begin remodeling the existing school building at 2222 Queen Street for senior housing on the Real Estate consistent with City requirements for senior housing not later than December 31, 2017 or the Construction Deposit (defined below) will be paid to the Seller. The contemplated project must meet the requirements for designation as a Qualified Residential Rental property as provided by the rules of the Iowa Finance Authority and must meet the Fair Housing Act definition of Housing for Older Persons. 4. Property. Exhibit "A" of the Agreement is hereby deleted and replaced with Exhibit"Al"attached hereto and incorporated herein by reference. 5. Effect of Amendment. Except as specifically amended herein, all of the terms and provisions of the Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control. 6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one in the same instrument binding on all parties. Delivery of a signed counterpart by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment. [This space left blank intentionally. Signatures appear on next page.] PSA Amd 01 IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date set forth above. SELLER: CITY OF DUBUQUE, IOWA By: Name: AI ' ' - Title: r BUYER: MARQUETTE HALL,LLC, a Kansas limited liability company By: MARQUETTE HALL MANAGER,LLC By: Ja Hatch, Managing Member PSA Amd 01 2 EXHIBIT "A-1 " Contract Area with the City of Dubuque, Iowa / Commencing at the most Southerly corner of Lot 34 of Sanford SubdMeton,to / the City of Dubuque.Iowa,sold point being the Point of beginning; lhO, // Thence N 30'54'10'E dong the Southeast line of sold Lot 34,a distance of /c)�' 0 `V / 115.81 feet to tho most Easterly corner of sold Lot 34; is �w / Thence N 39'21'50"W along the Northeast line of sold Lot 34 and Lot 33,Lot /(Ii 1� ,� HATCHED AREA IS FOR 32&Lot 31 of said Sanford Subdivision,a distance of 173.35 feet to the �� 143 \v4j-- EXISTINGEAEASEMENT Thence UTIUTY Southeast Right Of Way(ROW)line of Regent St. T-,4 Thence N 50'42'54'E along the Southeast ROW line of Regent St.,o distance of / +-I- f, i- LOT 19 11.31 feet to a point 1.00'West of face of retdning wall; _ I I_ Thence S 39'21'15"E along a line being 1.00'West of said well,a distance of 1 / J_ r 4I, / � i I �1 i SANF•'D 190.53 feet to a point on the Northwest line of Lot 14 of said Sanford //.* _ _'_�rt 1 Subdivision; Ni\ Q- -1--' j414-t Thence S 30'54'10"W along the Northwest line of said Lot 14 and Lot 13,Lot 12 / I L\1r1. _ &Lot 11 of said Sanford Subdlvislon,a distance of 127.73 feet to the Northeast / s I 1 N•4'44 i I— , ROW ins of Queen St.; 1-1-1"i441, .j_ Thence N 39'31'19'W along the Northeast ROW line of Queen St..a distance of 1.00'FROM SURVEYED _ 44 21.23 feet to the Point of Beginning. UNE TO FACE OF -i- f 44r'i" RETAINING WALL -.r-j_ f44. -a LOT 18 I �44.1 LOT 31 -i i vi I . a�l� -. u'9.r_{ i"V-, < i . `,s_4`_LQ.'44� _L SUBDIVISION 1--i is\7\i, i LOT 17 LOT 32 /,(--T N \4f -i_ LOT 16 'mss- I +s r�44� 1.00'FROM SURVEYED SANFORD 0._ LINE TO FACE OF ti I-1- r< -1 RETAINING WALL 0.103 ACRES /, '-t'_i_l'4l-, (4,490 SF) L I �,1'-, _" L y_ -+'\114_I LOT 15 LOT 33 -1_1_1\44. I_ \4 f -1_\444. \rO� RETAINING _7.r.":,-.`r44O� 0.5' LIFROM FACE SURVEYED \ \ SUBDIVISION WALL B N ei,4444444444. RETAINING WALL LOT 14 P • r4I.OT 34• LOT 13 • \\ \ SANFORD \_ \ ‘ -3 \ / LOT 1z \ \ \ \\ • .yam POB 06' s.2' FROM EYED \ ` 'Pt/ \ LINE TO BOC • .\\ \ 'C5�ji9.1 / / \ ♦ l:'- / • \ \ / j'p4\ ` \� Lor 11 SUBDIVISION / / LEGEND ' . FOUND 1"IRON PIPE (UNLESS DTNERw1SE NOTED) 9 FOUND CUT--x II FOUND 5/5'R00 w/CNANaE CAP/l04e7 0' 15' 30' 60' O PLACED 0)1-x SCALE: 1" 30' O PPIAS,IBC SCAP((AB S EO DEQ°t 16 a7" U ES I N G SURVEYED BOUNDARY UNE ASSOCIATES DLC. PROPERTY UNE RIICUf0ERe Age 0Ge17117 ------•--- SUBDIVIDED UNE 1Ri2 laClbT A,7Ueaa11G N R UNE RRQ__ ROW OF WAY LINE DRAWN BY:AN 1 CHECKED BY:111( P IRON PIPE SURVEY DAIS N/A PLOT DATE:11/14/10 SF SQUARE FEET ROW MIT OF WAY DWG.NO.10273-97 SCALE 1".30' BCC BACs(OF 0.000 SHEET 1 OF 1 POB POINT CF REDWING SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MARQUETTE HALL, LLC THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Second Amendment") is made and entered into effective as of the 15th day of FEBRUARY, 2017, by and between THE CITY OF DUBUQUE, IOWA ("Seller") and MARQUETTE HALL, LLC, a Kansas limited liability company ("Buyer"). Seller and Buyer are sometimes referred to herein as the "Parties". RECITALS A. Seller and Buyer have entered into that certain Purchase and Sale Agreement with an effective date of February 1, 2016 a copy of which is attached hereto as Exhibit A (the "Agreement")for the Property (defined in the Agreement). B. The Agreement was modified by that certain First Amendment to Purchase and Sale Agreement dated November 17, 2016(the "First Amendment") a copy of which is attached hereto as Exhibit A. C. Buyer and Seller now desire to amend certain of the terms of the Agreement. All capitalized terms used herein shall have the meaning given to them in the Agreement. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Location of Property. The Property (defined in the Agreement, as modified in the First Amendment)is located in City of Dubuque, Iowa. The reference to the Property being located in Johnson County, Kansas in the First Amendment is hereby deleted in its entirety. 2. Reason for Property Description Change. The legal description for the Property in the Agreement was modified by the First Amendment because the legal description did not include the entire area of the alley which is to be sold to Buyer. The term"Property" refers to the legal description set forth in the First Amendment. 3. Ratification of Agreement and First Amendment. Buyer and Seller acknowledge that the Agreement was executed on February 1, 2016 but by the terms of the Agreement the offer from Seller expired on January 29, 2016. Buyer and Seller do hereby ratify the terms of the Agreement and the First Amendment and acknowledge each is bound by the terms of the Agreement, First Amendment and this Second Amendment, subject to the Agreement. 4. Effect of Second Amendment. Except as specifically amended herein, all of the terms and provisions of the Agreement and the First Amendment are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Agreement and the First Amendment and this Second Amendment,the terms and provisions of this Second Amendment shall govern and control. Second Amendment to City PSA 03 5. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one in the same instrument binding on all parties. Delivery of a signed counterpart by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Second Amendment. [This space left blank intentionally. Signatures appear on next page.] 2 IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date set forth above. SELLER: CITY OF DUBUQUE, IOWA By: Name: ichael C. Van Milligen Title: City Manager BUYER: • ';00 TTE;HALL,LLC, By. ` N. 'e: omas L.Anderson Title:Authorized Agent 3 EXHIBIT A Agreement and First Amendment 4 PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MARQUETTE HALL, LLC This Purchase and Sale Agreement (this "Agreement"), dated for reference purposes the /- day of tk. , 2016 by and between The City of Dubuque, Iowa, ("Seller") and MARQUETTE HALL, LLC; a Kansas limited liability company ("Buyer') (or its assigns). SECTION 1, REAL ESTATE DESCRIPTION. Buyer offers to buy real estate in Dubuque County, Iowa, described as follows: Vacated alley between Regent Street and Queen Street, as shown on Exhibits A and B with any easements and appurtenant servient estates, but subject to the following: a. any zoning and other ordinances; b. any covenants of record; c. any easements of record for public utilities, roads and highways designated the Real Estate; provided Buyer, on possession, is permitted to make the following use of the Real Estate: residential (the "Real Estate"). SECTION 2, PURCHASE PRICE, The purchase price is $1.00 (the "Purchase Price"), subject to an increase as set forth in Section 11 below. SECTION 3. REAL ESTATE TAXES. Seller shall pay any unpaid real estate taxes payable in 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 unless the parties state otherwise. SECTION 4. POSSESSION. If Buyer timely performs all obligations, possession of the Real Estate shall be delivered to Buyer on the closing date of that certain Purchase and Sale Agreement by and between Holy Spirit Parish and Marquette Hall, LLC dated of even date herewith (the 'Apartment Contract") (the "Closing Date"). The intent of the parties hereto is that the Apartment Contract and this Agreement shall close simultaneous. Notwithstanding the foregoing, the Closing Date shall not extend beyond one (1) year from the date of this Agreement (the "Outside Closing Date"), SECTION 5, ASSIGNMENT AND ABSOLUTE RIGHT OF TERMINATION. This Agreement may be assigned with the consent of Seller. Buyer shall have the right to terminate this Agreement if the Apartment Contract is terminated or otherwise fails to close on or before the Outside Closing Date. SECTION 6. DEED, Upon payment of the Purchase Price, Seller shall convey the Real Estate to Buyer by Quit Claim Deed. Buyer is purchasing the Real Estate "as is" and Buyer makes no representations or warranties of title. SECTION 7, TIME IS OF THE ESSENCE. Time is of the essence in this Contract. SECTION 8, REMEDIES OF THE PARTIES. If either patty fails to timely perform this Contract, Buyer and Seller 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 fees as permitted by law, SECTION 9. CONTRACT BINDING ON SUCCESSORS IN INTEREST. This Contract shall apply to and bind the successors in interest of the parties. SECTION 10, TIME FOR ACCEPTANCE. If this offer is not accepted by Buyer on or before January 29, 2016 it shall become void and all payments shall be repaid to the Seller. SECTION 11. OTHER PROVISIONS. 11,1. Reimbursement of Title Matters. Buyer shall reimburse Seller upon receipt of a statement from Seller for all costs incurred by Seller, including the cost surveying, platting, filing, and recording fees related to the sale of the Real Estate, which shall include the vacation of the existing alley located on the Real Estate. 11 .2. Construction of Improvements. (1) Buyer must comply with applicable law concerning the construction of improvements on the Real Property and concerning the construction of improvements contemplated in the Apartment Contract such as site plan approval, building permitting process, and inspection requirements. (2) Buyer will secure a building permit and begin remodeling the existing school building at 2222 Queen Street for senior housing on the Real Estate consistent with City requirements for senior housing not later than December 31, 2016 or the Construction Deposit (defined below) will be paid to the Seller. The contemplated project must meet the requirements for designation as a Qualified Residential Rental property as provided by the rules of the Iowa Finance Authority and must meet the Fair Housing Act definition of Housing for Older Persons. (3) Seller may have an interest in facilitating the purchase of homes owned by Applicants who apply for Buyer's affordable senior living accommodations. Buyer agrees to provide Seller with the name, address and contact number of 2 each Applicant with a City of Dubuque address for Buyer's affordable senior living accommodations at the time of receipt of each such application. (4) On the Closing, Buyer will deposit the sum of $11,000 with an escrow agent reasonably acceptable to Seller (the "Construction Deposit"). The Construction Deposit will be returned to Buyer upon the issuance of a Certificate of Occupancy from the City for the improvements constructed on the real property which is the subject of the Apartment Contract. 11,3, Environmental Provisions. Seller accepts the Real Estate "as is" and further agrees to defend, indemnify and hold Seller harmless from and against any and all claims of any kind arising out of or resulting from the condition of the Real Estate. 11.4. Notice, The following shall be used for purposes of providing written notice pursuant to this Contract. City of Dubuque City Manager 50 West 13th Street Dubuque IA 52001 Marquette Hall, LLC Attn: Tom Anderson 6800 West 64th Street Overland Park, Kansas 66202 11.5. This Agreement is subject to final approval by the City Council of Seller. 11.6. Buyer may not sell or assign this Contract unless the purchaser or assignee in the purchase agreement or assignment acknowledges the obligations of Section 11 in writing and agrees to be bound thereby. 11.7, The covenants in Sections 11.1, 11.2, 11.3, and 11.6 shall survive the closing. THIS OFFER IS ACCEPTED CITY OF DUBUQUE, IOWA, SELLER MARQUETTE HALL, LLC Dated: ct)/( /6 Dated: 2-I2- � [o By By g� --- Mich.•I C. Van Milligen Tom Tnderson, Authorized Agent City Manager 3 EXHIBIT A AREA MAP 4 plot of Survey (ROW Vacation) of; Lot 34—A of Sanford Subdivision, r the City of Dubuque, Iowa Comprised ol: being c ROW vocation of the 20" Ale). birdmen Regent St, & tLeen St. ono Weer Lots 11-18, IdClusis'e, k Lots3134, Inclusive, oll In Sanford aubat4;elon, In the oty of Dubugde, lohvo pop nem k AVM Cote rin,e: bland 1114 Ilr,,e IAe pM.Itt AJ/� Y ,A J _._._�_ - -- -, . rell•l \ \ UA 1 NiNr, M1t.ACItm Lit'4,1/ 7� \ cops , Inii u.ma.ql lolrullt IA 0 4A \�i e11f•• 1� •,, Is(Rx 1M,A N 01r y NIS! lira ailtr 44r ‘N\vA, r \ ,�p+4' ' n ,as •• wo 7 L i \ yA7'# \,Jf )r/, / \1046041[0 �,� i r& i 9� vs io � iL7 J 1 Y 1 J dead ,) 5 4 i lora 4 \it\4t.11% ,Ol,a l h, ,, "�evffuPOB Stv/[ � ,� ',, ' ,oC,MY 111 yds .� A' • � wile � V \I Sy � / /i ` r r17WG MI III rd 1 •• r r Pm Ywry alt t \ \ 1 Lel '_1 f /1 7, , ' 1J.vaau r a ,.11'.,t / a It , `\ 1, ` e `� !71�! ice- e/ J\h, ( SAryrr•,,0 ibYe'��' o SLIBN gioN • , \ vk ; tol to ,\, J 4oc% 911 ill\ < \jr:0.ti. LO. t \ \�� \ .-------.-------tm 17 ;2� 0 r \ t TMI0 I, /� till \ SU091 %to�$ ' A tr,, 4, ���^`--tip I / � \ ` ' ° 4.4 10111 tltln t I. 4 2 t N / r. \ If).4 \ Y a` sr ii 1/ r ' • 014$1 ST 2'TWA wA7: „0001 AAfI •� QN) � /1� ! CUM ; /l �10411C7 yl CYIr ". , 1 In a Q.� ' 1 1 0 �� / 1 it ter , L \� , / t \ / ; t to;n 11170' / /14.11111.% 1 41° I}'�P4 `• 1 ; C Chili''.s" to� , 14 ` '4 N. ‘. `y , t7r,71 ` ° `� i It' -- _imp,p, ,• . .... + rgrn f 001 AAr 0. 7tP fie. 1 InIun IAIlI7dAa�1 � Im B IOM M-, stME 1• • NI ' e ken t r.I u Mla��`{)�,I:r�y11 i Z111,9.11Yd7Atn MlYA�IIh0Io10 I Iv1M1;f!T:Vat INRf 7�7h1U 7 iud tlldlol YG hrr y VttAC 60LIIIONIIINAYIK IMOD 4WM@ naa IW.WNl91wAr11 7,11 CAI r IOM, RCM Al A 01p AK10 rIallA Wqa law Rln 7 la 77 I.111 fUl'1 4BIlI Ir W!AMR It WA AR N'tl MA. -��.. A1Mtl YIIK (�1/� T ram! M MC M:COMA.A1A1 w14llT01 n II p W AtMV M1 1.0-i'",,. q,�n MCI NOW HOMO M4 T4•71111•Ur o WIIFiNAt Nt in-am NMI von LIDCY e! tle1 J♦ l a& nNl � tat, al Oar Co la fIA, rA ur 117,,k Rlfil CqK/473Y16 L,MYJ Welpic 1J911 iLEl Cul. 11N Brit Mit Wool of to irl _NI 1 a a SHEET i O 3 .. 5 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MARQUETTE HALL, LLC THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and entered into effective as of the /74day of November, 2016, by and between THE CITY OF DUBUQUE, IOWA ("Seller"), and MARQUETTE HALL, LLC, a Kansas limited liability company ("Buyer"). 1. Recitals. Seller and Buyer have entered into that certain Purchase and Sale Agreement with an effective date of February 1, 2016 (the "Agreement") for certain property located in Johnson County, Kansas and more particularly described on Exhibit "A" attached hereto. Buyer and Seller now desire to amend certain of the terms of the Agreement. All capitalized terms used herein shall have the meaning given to them in the Agreement. 2. Closing Date. Buyer and Seller agree that the Closing shall be extended to October 31, 2017. 3. Other Provisions. Section 11.2.(2) is hereby deleted in its entirety and replaced with the following: (2) Buyer will secure a building permit and begin remodeling the existing school building at 2222 Queen Street for senior housing on the Real Estate consistent with City requirements for senior housing not later than December 31, 2017 or the Construction Deposit (defined below) will be paid to the Seller. The contemplated project must meet the requirements for designation as a Qualified Residential Rental property as provided by the rules of the Iowa Finance Authority and must meet the Fair Housing Act definition of Housing for Older Persons. 4. Property. Exhibit "A" of the Agreement is hereby deleted and replaced with Exhibit"Al" attached hereto and incorporated herein by reference. 5. Effect of Amendment. Except as specifically amended herein, all of the terms and provisions of the Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control. 6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one in the same instrument binding on all parties. Delivery of a signed counterpart by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment. [This space left blank intentionally. Signatures appear on next page.] PSA Amd 01 IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date set forth above. SELLER: CITY OF DUBUQUE, IOWA By: - Name: /14:1104,-C --�� Title: C ,111,4,6A,/ BUYER: MARQUETTE HALL, LLC, a Kansas limited liability company By: MARQUETTE HALL MANAGER, LLC By:__ dK Jac):Hatch, Managing Member PSA Anid01 2 EXHIBIT "A-1 „ Contract Area with the City of Dubuque, Iowa / Commencing at the most Southerly corner of Lot 34 of Sanford Subdivision,in 41.,?.....) / the City of Dubuque, Iowa,sold point being the Point of beginning; . / Thence N 30'54'10"E along the Southeast line of said Lot 34,a distance of /c3C" C / 115.81 feet to the most Easterly corner of said Lot 34; / etrj1; / Thence N 39'21'50"W along the Northeast Ilne of said Lot 34 and Lot 33, Lot 4R-C/ 45' r + 32&Lot 31 of said Sanford Subdivision,a distance of 173.35 feet to the � HATCHED AREA IS FOR 6.0 lJ 14-1 EXISTING PUBLIC UTILITY Southeast Right Of Way(ROW)line of Regent St. �\ ,,' • --► EASEMENT \' ,_1 Y I,441�1 Thence N 50'42'54"E along the Southeast ROW line of Regent St., a distance of / j j \41 i_ LOT 19 11.31 feet to a point 1.00'West of face of retaining wall; / I I III I Thence S 39'21'15"E along a line being 1.00'West of said woll,a distance of / J--i---I-���i-I- SANFe JD 190.53 feet to a point on the Northwest line of Lot 14 of said Sanford /Q4 _LI_..I�i 'I Subdivision; ' / 1 �� / -I_.1- I �4f-I Thence S 30'54'10"W along the Northwest line of said Lot 14 and Lot 13, Lot 12 �_L- . &Lot 11 of said Sanford Subdivision,a distance of 127.73 feet to the Northeast • / L_I-1V� I ROW Zine of Queen St.; �_.�__t_t* .4-- Thence N 39'31'19"W along the Northeast ROW line of Queen St.,a distance of 1.0O FROM SURVEYED • I I \jail 1 21.23 feet to the Point of Beginning. UNE TO FACE OF -i-r-+ -1'"1- RETAINING WALL 4_ij _i LOT 18 I_J -1-11,-1 1\jj_ LOT 31 I 1-\•1 1 --; ,V 1 1.-1- \1t' _ • CY• 1 14 1 NDj.•,r-I 11' I _4_ • 4 -L SUBDIVISION N LOT 32 , 1......i.c<\, .r-I LOT 17 LOT 16 4'• urs► _l xt9 *4 �I_ _}_ Vti -t- ..--, � 1.00' FROM SURVEYED Tj 1 Imo' d 1 LINE TO FACE OF SANFORD - --�- i4`;4�-i • RETAINING WALL 0.103 ACRES '/J'-i---1--"t#--; (4,490 SF) -_-- o, '- -I 1 - '. -1 • _\'4 -,I- LOT 15 LOT 33 W 1 1 I -*1•1 y \# \gy1.1-p RETAINING ��_l,jjor 0.6'FROM SURVEYED WALL BEND UNE TO FACE OF SUBDIVISION t�jj RETAINING WALL LOT 14 jrjj \ LOT 34 47 ,) . \ \ P.. , ;% LOT 13 5 \ 4./ / \ � , ori ,' Q \ o�) %'�� d ' 0/ AD \\\�{�<c.�, \ X70 � �/ �, \ SANFORD \ r \— ; \\ '� \,—', / LOT 12 \ \ G ti POB • k.*., 0,,\ • 20.2' FROM SURVEYED \ ` c3/5>. ` LINE TO BOC •\ \ \ +p\\ \ .\---,..k ,...,e-$ / ', / / p4.\ 5 �N• \\',.. ` LOT 11 SUBDIVISION \ •\t,� / .5 / LEGEND ' / 41 FOUND 1'IRON PIPE (UNLESS OTHERWISE NOTED) 1-91 !1! B FOUND CUT-X II FOUND 5/s"ROD W/ORANGE CAP#16487 0' 15' 30' 60' ® PLACED CUT-X // SCALE: 1" 30' 0 pLL'a'AS IC AP MARKED"KOEr 18487" SURVEYED BOUNDARY LINE UESIING PROPERTY LINE RNOINe'NRS AND 5175E5YORS _--- -- SUBDIVIDED LINE 1212 U]Cu5r sT,DU9000E,IA CENTER LINE (653)586--43fl8 _R_P_W _ RIGHT OF WAY LINE DRAWN BY:JCH CHECKED 8Y:TLK • IP IRON PIPE SURVEY DATE:N/A PLOT DATE:1i/14/18 SF SQUARE FEET ROW RIGHT OF WAY DWG.NO.16273-97 1 SCALE:1"a 30' BOC BACK OF CURB SHEET U F 1 pea POINT OF BEGINNING