Port of Dubuque LLC (Merge, LLC) First Amendment to Development AgreementCopyrighted
April 6, 2020
City of Dubuque Consent Items # 11.
ITEM TITLE: Port of Dubuque LLC (Merge, LLC) First Amendment to
Development Agreement
SUMMARY: City Manager recommending approval of the First
Amendment to Development Agreement with Port of
Dubuque LLC to extend the closing from April 2020 to
October 1, 2020.
SUGGESTED DISPOSITION:
ATTACHMENTS:
Description
RESOLUTION Approving the First Amendment to
Development Agreement between the City of Dubuque,
Iowa and Port of Dubuque, LLC
Suggested Disposition: Receive and File; Adopt
Resolution(s)
Type
Port of Dubuque LLC First Amendment to Development City Manager Memo
Agreement-MVM Memo
Staff Memo Staff Memo
Resolution Approving First Amendment Resolutions
First Amendment to Development Agreement Supporting Documentation
Masterpiece on the Mississippi
Dubuque
bitil
All-A.aia City
111111
2007.2012.2013
2017*2019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: First Amendment to Development Agreement Between the City of
Dubuque and Port of Dubuque LLC
DATE: March 25, 2020
The City of Dubuque and Merge, LLC, entered into a Development Agreement dated
November 18, 2019 with respect to the development of property in the North Port.
On February 13, 2020, pursuant to an Assignment of Development Agreement, Merge,
LLC assigned all of its right, title, and interest in, to, and under the Agreement to Port of
Dubuque LLC and Port of Dubuque LLC accepted, assumed, and agreed to perform all
of the obligations and liabilities of Merge, LLC under the Development Agreement.
Senior Counsel Barry Lindahl recommends City Council approval of the First
Amendment to Development Agreement with Port of Dubuque LLC to extend the
closing from April 2020 to October 1, 2020.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
7--
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Counsel
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: March 23, 2020
Dubuque
AII•Ameriea City
1111'
2007.2012.2013
2017*2019
RE: First Amendment to Development Agreement Between the City of
Dubuque and Port of Dubuque LLC
The City of Dubuque and Merge, LLC, an Iowa limited liability company doing business
as Merge Urban Development Group, entered into a Development Agreement dated
November 18, 2019 with respect to the development of property in the North Port.
On February 13, 2020, pursuant to an Assignment of Development Agreement, Merge,
LLC as Assignor assigned all of its right, title, and interest in, to, and under the Agreement
to Port of Dubuque LLC as Assignee, and Assignee accepted, assumed, and agreed to
perform all of the obligations and liabilities of Assignor under the Development Agreement
as if it were the original party to the Development Agreement.
The Development Agreement provides for an April 2020 closing. The Developer has
requested that the closing be delayed until October 1, 2020.
Attached is the First Amendment to Development Agreement delaying the closing until
October 1, 2020.
I would recommend that the First Amendment be submitted to the City Council for
consideration and adoption.
BAL:tls
Attachment
cc: Crenna M. Brumwell, City Attorney
Jill Connors, Economic Development Director
Christopher Rausch, Esq.
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
Prepared by Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
RESOLUTION NO. 103-20
APROVING THE FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF DUBUQUE, IOWA AND PORT OF DUBUQUE LLC
WHEREAS, the City of Dubuque and Merge, LLC, an Iowa limited liability company
doing business as Merge Urban Development Group entered into that certain
Development Agreement dated November 18, 2019 with respect to the matters specified
therein; and
WHEREAS, on February 13, 2020, pursuant to an Assignment of Development
Agreement, Merge, LLC as Assignor assigned all of its right, title, and interest in, to, and
under the Agreement to Port of Dubuque LLC as Assignee, and Assignee accepted,
assumed, and agreed to perform all of the obligations and liabilities of Assignor under the
Development Agreement as if it were the original party to the Development Agreement;
and
WHEREAS, the parties desire to further modify the Development Agreement as set
out in the First Amendment to Development Agreement; and
WHEREAS, the City Council finds that it is in the interests of the City of Dubuque to
approve the First Amendment to Development Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE,
IOWA AS FOLLOWS:
Section 1. The First Amendment to Development Agreement is hereby approved.
Passed, approved and adopted this 6th day of April 2020.
Roy D. Buol, Mayor
Attest:
Kevin Sirnstahl, City Clerk
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
PORT OF DUBUQUE LLC
THIS FIRST AMENDMENT TO DEVELOPMENT AGRE MENT (the "First
Amendment"), dated for reference purposes the 71 day of , 2020, is
made and entered by and between the CITY OF DUBUQUE, IOWA,'a municipality ("City")
and PORT OF DUBUQUE LLC, a Delaware limited liability company, as assignee of
Merge, LLC, an Iowa limited liability company, doing business as Merge Urban
Development Group ("Developer") (City and Developer are hereinafter sometimes
collectively referred to as the "parties").
WHEREAS, City and Merge, LLC, an Iowa limited liability company doing business
as Merge Urban Development Group entered into that certain Development Agreement
dated November 18, 2019 (the "Agreement") with respect to the matters specified therein;
and,
WHEREAS, on February 13, 2020, pursuant to an Assignment of Development
Agreement, Merge, LLC as Assignor assigned all of its right, title, and interest in, to, and
under the Agreement to Port of Dubuque LLC as Assignee, and Assignee accepted,
assumed, and agreed to perform all of the obligations and liabilities of Assignor under the
Agreement as if it were the original party to the Agreement; and,
WHEREAS, the parties desire to further modify the Agreement as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the receipt and sufficiency of which are acknowledged by the parties, the parties agree
as follows:
1. Section 5 of the Development Agreement is hereby amended to read as
follows:
SECTION 5. CLOSING. The closing of the purchase and sale of the Property (the
"Closing") shall take place on November 1, 2019, or such other date as the parties shall
agree in writing but in no event shall the Closing take place later than October 1, 2020
(the date on which the Closing occurs shall be defined in this Agreement as the "Closing
Date"). Exclusive possession of the Property shall be delivered on the Closing Date, in
current condition and in compliance with this Agreement. All of City's representations and
warranties regarding the Property in Section 2 shall survive the Closing.
2. All other terms of the Development Agreement, as amended, shall remain
in full force and effect.
1
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
effective as of the last date below -mentioned.
CITY OF DUBUQUE, IOWA
By:
Roy. Buol, Mayor
ATTEST:
KevS. Firnstahl, pity Clerk
DEVELOPER
PORT OF DUBUQUE LLC
A Delaware limited liability company
By: OZ Dubuque LLC
A Delaware limited liability company
Its Manager
By: Merge, LLC
An Iowa limited liability company
Its Manager
By:
Brent Dahlstrom, Manager
2
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
effective as of the last date below -mentioned.
CITY OF DUBUQUE, IOWA
By:
Roy D. Buol, Mayor
ATTEST:
Kevin S. Firnstahl, City Clerk
DEVELOPER
PORT OF DUBUQUE LLC
A Delaware limited liability company
By: OZ Dubuque LLC
A Delaware limited liability company
Its Manager
By: Merge, LLC
An Iowa limited liability company
Its Manager
By:
nt Dahlstrom, Manager