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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 � pp zoo�•*o 13 zoi720zoi9 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