Resolution Approving the Sale of Property by 210 Jones, LLC andCity of Dubuque
City Council Meeting
Consent Items # 11.
Copyrighted
October 4, 2021
ITEM TITLE: Resolution Approving the Sale of Property by 210 Jones, LLC and
Resolution Approving the Third Amendment to the Development
Agreement
SUMMARY: City Manager recommending approval of a Resolution approving the sale
of the Development Property by 210 Jones, LLC to Dubuque Idea
Campus, LLC and approval of a Resolution approving the Third
Amendment to Development Agreement.
RESOLUTION Approving the sale of real estate owned by 210 Jones,
LLC
RESOLUTION Approving the Third Amendment to Development
Agreement between the City of Dubuque, Iowa and 210 Jones, LLC
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
Resolution Approving Sale of 210 Jones-MVM Memo City Manager Memo
210 Jones LLC Memo Staff Memo
Resolution Resolutions
Resolution Approving 3rd Amendment Resolutions
Purchase Agreement Supporting Documentation
Third Amendment Supporting Documentation
Request for City Council Approval Supporting Documentation
THE CITY OF
Dubuque
DUB TEE
All -America City
Masterpiece on the Mississippi
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zoo�•*o 13
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Approving the Sale of Property by 210 Jones, LLC and
Resolution Approving the Third Amendment to the Development
Agreement
DATE: September 28, 2021
The City of Dubuque and 210 Jones, LLC entered into a Development Agreement dated
for reference June 19, 2017 for the development of 210 Jones Street, Dubuque, Iowa
(the "Development Property"). The Development Agreement requires City consent to
any sale of the Development Property during the term of the Development Agreement.
210 Jones, LLC has entered into a purchase agreement with Dubuque Idea Campus,
LLC for the sale of the Development Property and has requested the City consent to the
sale of the Development Property.
The only change resulting from the sale is the legal ownership of the Development
Property. 210 Jones, LLC will continue as the Developer under the Development
Agreement and will retain all of the obligations of the Developer in the Development
Agreement.
To assure that any failure to perform any of the obligations of Dubuque Idea Campus,
LLC, as the owner of the Development Property, are enforceable against the Developer
and Dubuque Idea Campus, LLC as the owner of the Development Property, the parties
have agreed to the Third Amendment to Development Agreement which adds Dubuque
Idea Campus, LLC as a party to the Development Agreement.
Senior Counsel Barry Lindahl recommends City Council approval of a Resolution
approving the sale of the Development Property by 210 Jones, LLC to Dubuque Idea
Campus, LLC. and approval of a Resolution approving the Third Amendment to
Development Agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Micliael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry A. Lindahl, Senior Counsel
THE CITY OF
Du B E
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: September 29, 2021
Dubuque
All-Amtriea Cily
2007-2012.2013
2017*2019
RE: Resolution Approving the Sale of Property by 210 Jones, LLC and
Resolution Approving the Third Amendment to the Development
Agreement
210 Jones, LLC is the owner of the following described real estate:
LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542,
LOT 1 OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543,
LOT "A" OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D" OF
"VACATED SHIELDS STREET", IN THE CITY OF DUBUQUE, IOWA,
ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF
THE SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE
RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS
locally known as 210 Jones Street, Dubuque, Iowa (the Development Property).
The City of Dubuque and 210 Jones, LLC entered into a Development Agreement dated
for reference June 19, 2017 for the development of the Development Property. The
Development Agreement provides for certain Minimum Improvements to be constructed
by the Developer, as well as the construction of a parking lot. The Minimum Improvements
have been completed. According to the Developer, the parking lot is 95 per cent
completed.
The Development Agreement requires City consent to any sale of the Development
Property during the term of the Development Agreement. 210 Jones, LLC has entered
into a purchase agreement with Dubuque Idea Campus, LLC for the sale of the
Development Property and has requested City consent to the sale of the Development
Property.
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
The only change resulting from the sale is the legal ownership of the Development
Property. 210 Jones, LLC will continue as the Developer under the Development
Agreement and will retain all of the obligations of the Developer in the Development
Agreement.
A resolution consenting to the sale is attached.
To assure that any failure to perform any of the obligations of Dubuque Idea Campus,
LLC, as the owner of the Development Property, are enforceable against the Developer
and Dubuque Idea Campus, LLC as the owner of the Development Property, the parties
have agreed to the attached Third Amendment to Development Agreement which adds
Dubuque Idea Campus, LLC as a party to the Development Agreement.
A resolution approving the Third Amendment is also attached.
I recommend that the attached Resolutions be submitted to the City Council for
consideration and approval.
BAL:JLM
Attachments
cc: Crenna Brumwell, City Attorney
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) 583-4113 / FAx (563) 583-1040 / EMAIL tsteckle@cityofdubuque.org
Prepared by Barry 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. 335-21
APPROVING THE SALE OF REAL ESTATE OWNED BY 210 JONES, LLC
Whereas, 210 Jones, LLC is the owner of the following described real estate:
LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542,
LOT 1 OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543,
LOT "A" OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D"
OF "VACATED SHIELDS STREET", IN THE CITY OF DUBUQUE, IOWA,
ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF
THE SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE
RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS
locally known as 210 Jones Street, Dubuque, Iowa (the Development Property); and
Whereas, the City of Dubuque (City) and 210 Jones, LLC entered into a
Development Agreement dated for reference June 19, 2017 for the development of the
Development Property; and
Whereas, the Development Agreement requires City consent to any sale of the
Development Property during the term of the Development Agreement; and
Whereas, 210 Jones, LLC has entered into a purchase agreement with Dubuque
Idea Campus, LLC for the sale of the Development Property; and
Whereas, 210 Jones, LLC has requested City consent to the sale of the
Development Property; and
Whereas, 210 Jones, LLC will continue as the Developer under the Development
Agreement and will retain all of the obligations of the Developer in the Development
Agreement.
Whereas, the City Council finds that it is in the interest of the City of Dubuque to
consent the sale of the Development Property.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA AS FOLLOWS:
1. The City Council hereby approves the sale of the Development Property by
210 Jones, LLC to Dubuque Idea Campus, LLC.
2. The Mayor is hereby authorized and directed to sign this Resolution on
behalf of the City of Dubuque.
Passed, approved and adopted this 411 day of October, 2021.
D I
Roy D. Bu , Mayor
Attest:
Adrienne N. Breitfelder, ity Clerk
Prepared by Barry A Lindal Esq. 300 Main St Ste 330 Dubuque IA 52001 6944 (563) 583 4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131" St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 336-21
APPROVING THE THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND 210 JONES, LLC
Whereas, 210 Jones, LLC is the owner of the following described real estate:
LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542,
LOT 1 OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543,
LOT "A" OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D"
OF "VACATED SHIELDS STREET", IN THE CITY OF DUBUQUE, IOWA,
ACCORDING TO THE UNITED STATES COMMISSIONERS' MAP OF
THE SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE
RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS
locally known as 210 Jones Street, Dubuque, Iowa (the Development Property); and
Whereas, the City of Dubuque (City) and 210 Jones, LLC entered into a
Development Agreement dated for reference June 19, 2017 for the development of the
Development Property; and
Whereas, the Development Agreement requires City consent to any sale of the
Development Property during the term of the Development Agreement; and
Whereas, 210 Jones, LLC has entered into a purchase agreement with Dubuque
Idea Campus, LLC for the sale of the Development Property; and
Whereas, 210 Jones, LLC has requested City consent to the sale of the
Development Property; and
Whereas, 210 Jones, LLC will continue as the Developer under the Development
Agreement and will retain all of the obligations of the Developer in the Development
Agreement; and
Whereas, to assure the performance of the covenants of the Development
Agreement by the owner of the Development Property, Dubuque Idea Campus, LLC is
proposed to be added as a party to the Development Agreement by the Third
Amendment; and
Whereas, City is willing to consent to the sale subject to the terms and conditions
of the Third Amendment to Development Agreement.
Whereas, the City Council finds that it is in the interest of the City of Dubuque to
approve the Third Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA AS FOLLOWS:
1. The City Council hereby approves the Third Amendment to Development
Agreement.
2. The Mayor is hereby authorized and directed to sign this Resolution and the
Third Amendment on behalf of the City of Dubuque.
Passed, approved and adopted this 4ch day of October, 2021.
lfl(L�l
Roy D. Bu , Mayor
Attest:
Adrienne N. Breitfelder, City Clerk
OFFERTOBUYREALESTATEANDACC ANCE
(NONRESIDENTIAL)
TO: 210 hoes, LLC (SeOers)
The undersigned HU)fER hereby offers to buy and the undersigned SELLERS by thew
mapmce Agra to sell the tral pmpeny merged in Dubuque County, lows IocWly known m
210 Jones Street. Dubuque, fawn and legafly huribed as:
LOT 1 OF CITY LOT 541. LOT 2 OF CITY LOT SO, CITY
LOT 542, LOT I OF LOT 2 OF CITY LOT 543. LOT 2 OF LOT
2 OF CITY LOT 543, LOT "A' OF `VACATED SHIELDS
STREET', AND, LOT 2 01LOT'LM OF"VACATED SHIELDS
STREET', IN PIE CRY OF DUBUQUE, IO WA, ACCOROWO
TO THE UNITED STATES COMMISSIONERS' MAP OF THE
SURVEY OF THE TOWN OF DUBUQUE, IOWA. AND THE.
RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS
oeg,d er whb any aaemenn vM mentioned service orates, ben subject to my reasonable
oampeass; of record for public utilities err mad; any Toning restrictions customary wmidive
mveamts and Musa l reservuimn of record, iforty. herein referred w re the "Property:' upon
th (flowing terms and cordiaioon:
I, PURCHASE PRICE, The Purchase Price shall IN $ 2]95.000.00, less any Purchase
Credits accumulated by vine of flue Lease entered betwan Buyer and Belles rimed the 6th day
of February, 2019. Payment shall be made le full a the time Of closing This agreement is.
expressly cormngnt upon she Buyer's ability to obtain f oancing for this purehsse Vann tams
tecepeble to Buyer a Buyer's role disernion.
2, RPAL ESTATE TARES. Sellen s i pay mat esmte pmmwd w dmc of BUYERS'
possession, and any unpaid real came axes payable in Prim yens. BUYER shall Pay all
mbaequent real canter note.
Unless otherwise provided in this Agreement, at closing SELLER dull pay BTIYER, m
BUYER shell k given acredit for. notes from the fire day of1Wy Prim In possession to We dare
afpossessiun based upon the lam known intern[ net real tame taxes payable. according in public
records. floe cr, if such boxes are based upon a Partial assessment of the presma Property
impovemems ma changed nx diversification as of the date ofpessseios such proration shell be
based on the current levy use. assessed value, icithdmive not rollbacks and real emir not
exempioris the will actually k applicablc. as shown by the assesmr's records on the data of
poiscO nn.
Nothing in this agreement shall be, construed or limit SELLER'S right w reimbursement for
paymem of haao and insuamce pursumtt to the Lean sgRear m between the peones dared
February 6.2019.
3. SPECIAL ASSESSMENTS.
A. SELLER shall pay in full at vane of closing all special asscssnrnt which are a lien on
Bar Property, as of me due ofacerysance.
B. All charges for solid waAe removal, sewage ands mvnremrce that are attributable. to
SELLER'S possusion. iruluding thou for which assessments wise after closing, shall be
Mid by SELLER.
C. Any preliminary, or defifmucy, asuasmeat which cannot be disclaimed by paynnent
shill he Ind by SELLER throupf an escrow account with sufPciem finals m pay such liens
when payable, whin my unused fund warned u SELLER.
D. BUYER shell pay all other special assessments or insaRments om payable by
SELLER
4. RISK OF LOSS AND INSURANCE SELLER shall ben the risk of loss Or damage to
the Property prior to closing or possession, whichever Bm ocem. SELLER agrees to maintain
exisfnng insurance and BUYER may purchase a ldima d insurance. In the evens Of substan ial
damage or dsamanion prior m closing this Agreement shall he null and void: provided,
however. BUYER shall have flu option in completethe closing and receive ireu.nce proceeds
regardless of the exrent of chu agra the pmpany shell be deemed subsunGally damaged or
destroyed if it cannot he resumed to he present corrosion an Or befan me closing due.
5. POSSESSION AND CLOSING. If BUYER timely Peckham all obligations possession
of the Propetly shall be delivered to Buyers within 60 days of execution of Nis Agreement and
anv 4warro m Of rem,, iauance. interest and all charges atribumble to the .SELLER'S
possession shall be made as of ere date of possession. Closing shall occur after the approval of
title by BUYER and vaculun of the Property by SELLER, but prior to possession by BUYER.
SELLER regsacers to Noun BUYER in inspect the property within 24 hours prior to closing to
assure that the premises aft in she condition acquired by this Agreement. If possessiOn is given
n a day other than closing the parties shall make a sepanre agreement with adjustment ns Of
the cure of possession. Thin tansuctom shall he consulates! closed -
A. Upon the delivery of the vie nanskf docwrems to BUYER and receipt of all had
when due Or closing from BUYER under the Agreement.
6. FIXTURES. Included with the PrOPeny shall be all Battles that integrally belmrg to. are
spaciftcally adapted to or are a par of the real ante. whether atmched or detached. Alm
inaluded shall be tbe following; None.
The following items shall not he included: None.
T. CONDITION OF PROPERTY. BUYERS acknowledge that SELLER does mat have
current cmarol of the property. being the holder of a sheriff's aenifncae Purchase 9 sheriffs
sine, SELLER makes an wavemies, expressed or implied as to the connotation ofth property.
A BUYERS acbwwledge done they have made a smisfactmy inspection of den property
and me purchasing the Property in its existent! condition.
S. ABSTRACT AND TITLE. SD.LERS, at their expense, shill promptly obtain an
abstract of tide m Ole pmperty command through a date within 30 days ofclosing, and deliverin
w BUYERSga0amey Iowa
law.
and It shill show doe
Iran
title in SELLERS in eoadhrm e
with Ibis Agreement, Iowa law, and title dmldads of the town State Bar A g is delam. The
SELLERS shill make every evade bie etabl w promptly lmearn role. If closing is delayed due
af SO mant either
der party
to provide makaeme title, this Agreement shill continue in fora and
parer will either party ll he,co the Agreement filer giving ten days written se Wit se the other
M The nbstno shill becmne the prnpmy of BUYERS when the le woOk Price is paid in
W0, SELLERS shell pay the cons transfers
any rs by additional o: death o and title work due m any ant or
omission of SELLERS, including he Obtained
ed or the death of SELLERS or their aGuaraey
Unlett stOfthe t the abstract shall be ohnined from an abstracter gaadifred by the Guaranty
Division Of the Iowa Hoaeng Finavce Aadmeity.
% SURVEY. If a survey is required Order Iowa Cade Chapter 354, or city or county
mtimm. , SELLERS shall pay the casts thereof BUYERS may, at BUYERS expense Poor
closing, have the property, surveyed and certified by a registered Wad surveyor. If me survey
showsan encma mant on the pmpnty or Wary improvements loomed on der pmnamy eneroadm
on lands ofmham, the emroatlaneta shall be tremed as a tide defect.
10. ENV IRONh4l4TAL MATTERS.
A. SFLl.ERS warrant to the beat of their enow4edge and belief done there are no
adnaland wells, solid waste disposal sites hamrMus wastes or substaaaes, or udergmund
tompe tones ranted on the property. the per esty does not torten levels of radon pas.
aabtms, or urea-tbmmldehyde fame insulation which "adze remedi o uo udn current
and
S have
ms nothing to
thr
Y with
hvaMoua wanesn a s aabumacm SELL ERS warrant dual the pmperty�net subject W any
laal rote, or federd judicial or administrative anion, investigation or order, as the case may
be, regarding wells, solid waste disposal sites. hemNws wanes Or substances, or
underground sheep notes. SELLERS shall also provide BUYERS with a propedv executed
GROUNDWATER HAZARD STATEMENT showing no wells. private hadul sites solid
waste disposal sites private sewage disposal system. Intendants waste and andeammud
a ouge tanks on ttr properly onus, disclosed here: None. Notwitlese nding the forcgaing,
Stile, "imntively smess that den Iowa DNR conducted a phase H Envimmmennl mseswem
in August 2019. which loud connmintion canfirmd to dap ail and groundwater on the
property. The building was evaluated tar vapor intrusion from the emommumme most was
desecrated to have posed sod present no threat to the oanpmacy, of the building.. The lawn
DNR has cautioned then as long as the building use an occupancy do not disturb or come into
exa a r: with deep sail an ploudwver there is no anam for a emplt d exposure pathway
and an futon assessment or rrn eliadon is naesamy.
B. BUYER may a its cNpense, within 20 days prior to closing, obtain s ropat from a
qualificl engineer or Other persrm qualified to analyze the existence or rmmre of any
IwsNous mmerials subvarees. cond'diorm or wastes IOntd an the Property, N the evem
any hzadraw mmeriak, subsmues, conditions Or wastes are discovered on the Pmpaty.
BUYER'S obligation herermder "I be contingent upon the removal of such matedds.
subnances, Conditions Or wanes or other resolution of the anther seasonably satisfantmy to
BUYERS. However, in the event SELLER is required to experts any sum in exiles of
S500A0 m remove any ha®rd0us maarals, subsmn +. corditiorrs or wums, SELLER shall
love she option m anml this Imnsadian and refuOd In BOYER all emrred money paid and
dealve rha Agreement null and yod. The expense of say inspection shall ba paid by
BUYER. The expense of any action neersnry to remove or ahu ise make �e srry
hazardous mata{d, substances conditions Or waste shall be paid by SELLER. subjea to
SELLERS right to cancel this trmmcdon as providedabove.
I I. DEED. Upon payment of the Purcbssa Price. SELLER shall ornery do Property m
BUYER by Warranty Deed, four and Clem of all liens. reshidirms. and enaoMr res mow as
has Ra d in the, Apeemenr Ceoaal wammbs Hers
d enOur l eateed m the tiara pCMMUbd of
the Real Esmte Installment Comrcet excepting litre and ercumbmxes mfT d m' pennitLLd by
BUYER
U.JOINiTENANCY IN PROOEFDS AND IN REAL ESTATE. If SELLERS,
immeGiardy preceding accepmnre ofthe offer. hold tide to the Property inj0int tamvcy with full
righ45 of survivorship, and the joint tenancy is not later dentv5ed by Operation of law or by acm
of the SELLER, then ad the pro s of this sale. and any coutimmrg or remptured rights of
SELLER th the Property, shall belong to SEI I ERasjoint reason; with FOR rights OFstnvivoeship
and rant m manna, in common; and BUYER in the event of shush of any SELLER. agree In pay
env balance of the price due SELLER under dus rommct to the surviving SELLER and m accept
a deal from the surviving SELLER catsistem with Paragraph 15.
13. JOINDER BY SELLERS SPOUSE. SELLER'S spouse, ifnot a dtlebolder immediately
preceding accepmnce, execmea this Aor anent only For the purposeof relinquishing all rights of
dowsr, hanesread and dbariburive share Or in compliance with Section sat.13 of the Code Of
Iowa and egress to execae the deed Or real estate wntmet for this puryose.
14. STATEMENT AS TO LIENS. If Buyers intend to assume ear take subject an alien on the
Pmparty. SELLERS shdl famish BUYERS with a wrinen statcmmt prior to chasing rmm the
holder afsuch lien, showing the correct balance due.
I S.IISE OF PURCHASE PRICE. Attirne ofserzlement, funds o<thee Pumhve Price may be
used m pay uxrs aM other liens aril to xquireousxutding immrens. ifany. ofothers.
WAPPROVAL OF COURT. If the Property is an scut of an enak, trust O
wrnervdmrsM1iry this Agreement IS contin era upon Cow approval unless Court sppmvd is not
requite under Iowa law and title elmAmds Ofrhe Iowa Stag Bar Association. IMe sak Of dta
Property is subject to Corot approval, the fiduciary shill promptly whorls this Agreement for
such approved. If this Agreement is not so approved by either parry may declare.
Ns Agmerand null and vai4 and ell p }meats made hereunder shall he made to BUYERS.
17. REhffd}IES OF THE PARTIES.
A. If BUYERS fail N timely perform this Agreement, SELLERS may fnrreb it as
pmvidd'm the Iowa Code (Chapter 656). and all Payments made shad he forfeited: or. m
SELLERS option, upon thirty days written notice Of intention 10 accelerate the payment of
ate entire bdmrce become of BUYERS' default (during which thirty days the deleult is Trot
comemrd). SELLERS may declare the mote babms immediately dam and payable.
Thereafter tMs Agmnent rrmY be forclersed in equirymd the Coen maY appoints receiver.
B. If SELLERS bdi he timely perform this Agreement, BUYERS have the right to have
a8 payments matk renamed an them.
C BUYERS and SELLERS are also enthkd to uhlbe my and all other remedies w
sedans at bw a in equity available to flwm, and the prevailing parties shall be entitled to
obain judgment for ws6 and a omeyf .
18. NOTICE. Any notice under this Agreement shell be in writing and he dWoml served
when it is delivered by personal delivery w mailed by certified mail, addreasd to due parties at
the ddrccv-s given below.
19. GENERAL PROVISIONS. In the P rrfnrmeom Of each pan Of this Agrmnrnt time
shell be of the ocamU. Failure to promptly asset rights foram shall not, however, he a waiver
of such rlghm w a waivm of arty exbting or subsequent defauh. 'this Ageenrmt shall apply w
and bird rheame,,arm in interest of the parties. This Agreement shall survive the closing. This
Agreement common; the entire agreement of the parties and shall Trot he amended except by a
wrinm manumem duly signed by SELLERS and BUYERS. Paragraph headings am for
convenience ormiamm and stall not limit m affect the meaning ofNis Agreement Wordsaud
furnace herein shell he command es at the singular w floral member. and as mavculine, feminine
Or renter gender according to me eomext.
2O. NO REAL ESTATE AGENT OR BROKER. Neither party het used the service hfa reel
estate agent w broker a coon :lion with thiaaeosxtinn.
21. CERTIFICATION. Buyers and Sellers each certify then they are net awing, directly or
indiret ly. for or on behalf of my person. group. emiry or nation mood by any Executive Order -
Or the United Santa Tmasury Deparmmnt as a tenonst, "Specially Deslgrrased National anrd
Blinked Person" or any other benned or blacked perwO, emhy, nation or tmnvrtim pursuant to
any law, order, role or regulation that is emmced or administemd by dw Of ice of Foreign Assets
Conwh and arc not crape ! in this transaction, NrectlY or ind'ueuty on behalf Of. any such
person. group entity Or odiun. Each party hereby agrees to defend, indemnits and hold
burden the Other parry from and agaisrst any and all claims, demagm losses. risks, liabilities
and expenses (including mmnay's fees and costs) arising room or retained to my breach a the
foregoing reunification.
22. INSPECTION OF PRIVATE SEWAGE 01SPO AL SYSTEM. The PrOPert. is nest
served by a private sewage diTosal system.
ACCEPTANCE. kin accepted. this Agreement shall became a binding contract.
C to of ()ffer 09/08/2021
Floyd 9!0
DUBiIQUF IDEA CAMPUS, LLC
By:
Jo iE i]e[�r��, its I'v1 ir:;}2i
Accepted date. I Ab I
SELLER
210 JOINES. LLC
Bv:
! Chris MiHer, its Member
THIRD AMENDMENT
TO
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
210 JONES, LLC
Whereas, 210 Jones, LLC is the owner of the following described real estate:
LOT 1 OF CITY LOT 541, LOT 2 OF CITY LOT 541, CITY LOT 542,
LOT 1 OF LOT 2 OF CITY LOT 543, LOT 2 OF LOT 2 OF CITY LOT 543,
LOT "A` OF "VACATED SHIELDS STREET", AND, LOT 2 OF LOT "D" OF
'VACATED SHIELDS STREET', IN THE CITY OF DUBUQUE, IOWA,
ACCORDING TO THE UNITED STATES COMMISSIONERS` MAP OF
THE SURVEY OF THE TOWN OF DUBUQUE, IOWA, AND THE
RECORDED PLATS OF SAID RESPECTIVE SUBDIVISIONS
locally known as 210 Jones Street, Dubuque, Iowa (the Development Property).
Whereas, the City of Dubuque, Iowa (City) and 210 Jones, LLC (developer)
entered into a Development Agreement dated for reference purposes the 19"' of June
2017; and
Whereas, Developer has requested City's consent to the sale of the Development
Property to Dubuque Idea Campus, LLC; and
Whereas, City is willing to consent to the sale subject to the terms and conditions
of this Third Amendment.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
1. Dubuque Idea Campus, LLC is hereby added as a party to the Development
Agreement.
2, Developer and Dubuque Idea Campus, LLC agree that they are jointly responsible
for all of the covenants in Section 5. Covenants of Developer, of the Development
Agreement.
1 Section 6.1 Events of Default Defined, is amended by adding thereto the following:
(5) Failure by Dubuque Idea Campus, LLC to substantially observe or perform
any of the covenants in Section 5 of the Development Agreement-
1 All other terms and conditions of the Development Agreement shall remain in full
force and effect.
CITY OF DUBUQUE, IOWA 210 JONES, LLC
Roy
Attest:
Adrienne N. Breitfelder, City Clerk
DUBUQUE IDEA CAMPUS, LLC
By: e1-v.i e eac
J dan Decree, f0ember
By
Chris Miller, President
D. Flint Drake*
fdrakeodrakelawoc. com
Both admitted in Iowa
*Also admitted in Wisconsin
City Council
City of Dubuque, Iowa
50 W. 13" St.
Dubuque, Iowa 52001
Drake Law Firm, P.c.
ATTORNEYS
300 Main Street, Suite 323
Dubuque, IA 52001
September 28, 2021
Re: Request for Council Approval of Sale of 210 Jones Street
Dear Members of the City Council:
Samuel M. DeGree
sdeeree@drakelawne. com
Telephone: (563) 582-2000
Facsimile: (563) 583-5225
We represent 210 Jones, LLC in connection with, among other things, the proposed sale
of the property located at 210 Jones Street. This property is subject to a Development Agreement
with the City of Dubuque, which requires the City's authorization prior to any sale of the
property. While 210 Jones, LLC seeks to convey the property to Dubuque Idea Campus, LLC,
such transfer does not contemplate an assignment of the Development Agreement, and 210
Jones, LLC would retain its rights and obligations under that agreement.
With this letter we request that the City Council consider and approve the proposed sale
of 210 Jones, LLC, pursuant to the purchase agreement provided and attached hereto.
If you have any questions, please do not hesitate to contact us. Thank you.
Best Regards,
DRAKE L FIRM, P.C.
By
Flint Drake
cc
Michael C. Van Milligen, City Manager
Crenna Brumwell, City Attorney
Barry Lindahl, Senior Counsel
Jill Connors, Economic Development Director