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Horizon/CarteGraph Development Agreement Amendment " .I CITY OF DUBUQUE, IOWA MEMORANDUM February 25, 1999 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: A~mendment No.2 to Horizon/CarteGraph Development Agreement Community and Economic Development Director Jim Burke is recommending approval of a second amendment to the Development Agreement between the City and Horizon/CarteGraph Systems, Inc. The amendment would defer the closing date from February 26, 1999 to March 31, 1999. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM/j Attachment cc: Barry Lindahl, Corporation Counsel Tim Moerman, Assistant City Manager Jim Burke, Community and Economic Development Director CITY OF DUBUQUE, IOWA MEMORANDUM February 24, 1999 TO: SUBJ: Michael Van illigen, City Manager ~es Bur e, Community and Economic Development Director Amendment No.2 to Horizon / CarteGraph Development Agreement FROM: INTRODUCTION This memorandum presents for City Council consideration a second amendment to the Development Agreement among the City, Horizon Development Group, LLC (Horizon), and Carte Graph Systems, Inc.(CarteGraph). The amendment has been requested by Tim PuIs of Horizon. DISCUSSION The City Council signed a Development Agreement with Horizon and Carte Graph following a public hearing on January 18, 1998. The Agreement sets out the terms and conditions of the sale and development of land in Dubuque Technology Park for a new building for CarteGraph. The Agreement originally provided that the closing ofthe land sale take place on January 29. However, Horizon requested and the City Council approved Amendment No. 1 on February 1, which deferred and extended the closing date until February 26. At this time, Horizon reports that although it has made substantial progress in finalizing its building plans and financing, it is not prepared to close. They have therefore asked that the closing date be deferred. The attached Amendment No.2 to the Development Agreement provides that the closing date is deferred and extended until March 31 or such earlier date as may be agreed by the parties. I have reviewed the proposed amendment with Corporation Counsel Barry Lindahl. He has found the amendment to be acceptable as to form. RECOMMENDATION I recommend that the City Council approve the attached Amendment No.2 to the Development Agreement among the City, Horizon and CarteGraph and authorize and direct the Mayor and City Clerk to sign on behalf of the City of Dubuque. AMENDMENT NO.2 TO DEVELOPMENT AGREEMENT THIS AMENDMENT (the "Amendment"), made and executed as ofthis 1st day of March 1999, by and among the CITY OF DUBUQUE, IOWA, a municipality (the "City"), established pursuant to the Code of Iowa of the State of Iowa and acting under authorization of Chapter 403 of the Code of Iow(l, as amended (the "Urban Renewal Act"), HORIZON DEVELOPMENT GROUP, LLC, a Wisconsin limited liability company, with its principal place of business in Madison, Wisconsin (the "Developer"), and CARTEGRAPH SYSTEMS, INC., an Iowa Corporation, with its principal place of business in Dubuque, Iowa (the "Employer"), WITNESSETH: WHEREAS, the above-identified parties have executed a certain Development Agreement dated January 18, 1999, as amended by Amendment No.1 thereto dated February J, 1999 (together, the "Development Agreement"), pertaining to, inter gJjq, the purchase, sale, development and use of certain real property located in the City of Dubuque, County of Dubuque, State ofIowa (the "Property") which is more fully described as: Lots 10 and 11, Block 2 of Dubuque Technology Park; and WHEREAS, due to unforeseen circumstances and delays, the parties were unable to satisfy all conditions and requirements precedent to closing prior to the expiration of deferred deadline for closing, February 26, 1999, and again wish to further extend the deadline for closing; and WHEREAS, The parties desire to amend the Development Agreement in order to allow additional time for the parties to complete and satisfy various conditions precedent to closing; and WHEREAS, unless otherwise specifically defined herein, all capitalized terms shall have the same meanings which are assigned to them in the Development Agreement. NOW, THEREFORE, in consideration of the Agreement, the foregoing recitals, the mutual covenants, terms and conditions hereinafter set forth and other valuable consideration, the receipt and sufficiency ofwhich hereby are acknowledged, the City, Developer and Employer do hereby agree to modify, amend and supplement the Agreement, as follows: 1. Deferral of Closing Date. The parties hereby acknowledge and agree that the Closing Date specified in Section 1.1 of the Development Agreement, shall be and hereby is deferred and extended to March 3 J, 1999, or such earlier date as may be agreed by the parties. 2. Ratification and Reaff;rmation. The Seller and buyer hereby ratify and reaffirm all terms and conditions of the Agreement which are not expressly modified, amended or supplemented herein and acknowledge and agree that the Agreement, as modified, amended and supplemented hereby, shall be and hereby is reinstated and shall continue in fun force and effect for the duration and the extent therein provided. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duty authorized officers or representatives as ofthe date and year first above written. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers or representatives as of the date and year first above written. CITY OF DUBUQUE, IOWA (the "City") by: Terrace M. Duggan, Mayor Mary . Davis, City Clerk CARTEGRAPH SYSTEMS, INC. (the "Employer") by: r title: Pre- e 4 l attest: (�/r/1/X- a 1l title: condo- r /?C- a HORIZON DEVELOPMENT GROUP, LLC (the "Developer") by: Charles V. Heath, Member by: (,�� k a�� John K. Faust, Member by: Jo n W. Thode, Member Page 2 J;\Amendment No. 2 to Development Agreement (City, HDG & CineGraph) 03 March 1999 Mr. James Burke Community and Economic Development Director City of Dubuque 50 West 13th Street Dubuque, IA 52001 Re: Cartegraph Systems, Inc. Amendment No.2 to Development Agreement Dear Jim: Please find enclosed three original Amendment NO.2 to Development Agreements between the City of Dubuque, Iowa, Horizon Development Group, LLC and CarteGraph Systems, Inc. Please have all three documents executed by Mayor Terrance Duggan and Ms. Mary Davis. Once fully executed, please return two originals to my attention. I will forward one original to Mr. Scott Taylor. Please keep one original for your files. Should you have any questions, please do not hesitate to contact me at 556-1188. Sincerely, imothy J. Puis Vice President of Development c: File 49 Kessel Coun, Suite 211 . Madison. WI 53711 . (608) 274.1188 . FAX (608) 274.2363 1660 Embassy West Drive, Suite 250 . Dubuque, lA 52002 . (319) 556.1188 . FAX 319 556.890