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Purchase Agreement Approval for Partial Sale of Hendricks Site Property to Dubuque County and City Purchase of Dubuque County Owned Parking Lot Copyrighted October 16, 2023 City of Dubuque Items to be set for Public Hearing # City Council Meeting 02. ITEM TITLE: Purchase AgreementApproval for Partial Sale of Hendricks Site Property to Dubuque County and City Purchase of Dubuque County Owned Parking Lot SUM MARY: City Manager recommending City Council schedule a public hearing for November 6, 2023, for the intent to dispose of an interest in real property by deed to Dubuque County, lowa, and approving the acquisition real property owned by Dubuque County, lowa by the City of Dubuque and approve any other related steps necessary to carry out the terms of the Offer. RESOLUTION Of I ntent to Dispose of an I nterest in Real Property by Deed to Dubuque County, lowa and Approving the Acquisition Real Property Owned by Dubuque County, lowa by the City of Dubuque SUGGESTED Receive and File;Adopt Resolution(s), Set Public Hearing for November DISPOSITION: 6, 2023Suggested Disposition: ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo Staff Memo Resolution Resolutions Notice of Hearing Supporting Documentation Offer to Buy Supporting Documentation Dubuque THE CITY QF � All-Meriea Ciry DLT B E ; . � . � �� MaSt� Z�C� aYd t�Q Mt55ZSSZ Z zoa�•zoiz•�ai3 YP pp za��*zai� TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Purchase Agreement Approval for Partial Sale of Hendricks Site Property to Dubuque County and City Purchase of Dubuque County Owned Parking Lot DATE: October 12, 2023 Project Manager Steve Sampson Brown is recommending City Council schedule a public hearing for November 6, 2023, for the intent to dispose of an interest in real property by deed to Dubuque County, lowa, and approving the acquisition real property owned by Dubuque County, lowa by the City of Dubuque and approve any other related steps necessary to carry out the terms of the Offer. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Gus Psihoyos, City Engineer Steve Sampson Brown, Project Manager Jenny Larson, Chief Financial Officer Ryan Knuckey, Director of Transportation Services Russ Stecklein, Transportation Services Operations Supervisor Jill Conners, Economic Development Director Wally Wernimont, Planning Services Director Dubuque THE CITY OF � All•Aiaerica Cily DuB E .�..� ��..�w � I.� �� MGIstP ieC� On the MissiSsi i zoo�.zosz•zoi3 �"p pp 2o��*zo�g TO: Michael C. Van Milligen - City Manager FROM: Steve Sampson Brown - Project Manager SUBJECT: Purchase Agreement Approval for Partial Sale of Hendricks Site Property to Dubuque County and City Purchase of Dubuque County Owned Parking Lot DATE: October 11, 2023 INTRODUCTION The purpose of this memorandum is to seek authorization to sell City Lots 279, 280, 281, 282 which are a portion of the property originally purchased as part of the Hendricks Building site acquisition and to acquire the Dubuque County owned parking lot located on City Lot 324 and the South 25' of City Lot 325. BACKGROUND The December 16, 2019, Development Agreement by and among the City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc. and Heartland Financial USA, Inc. requires the City to "complete and open for parking by December 31, 2023" a parking structure of no less than five hundred (500) parking spaces within a certain area of downtown in the City of Dubuque. After an investigation by City staff of potential sites for the parking structure that met the requirements of the Development Agreement, the Hendricks Feed & Seed Co., Inc. property at 880-890 Central Avenue was selected. On May 20, 2021, the City Council approved the Offer to Buy Real Estate for the Hendricks Feed & Seed Co. Inc, located at 880 and 898 Central Ave, for these properties to be used for a future Downtown Parking Ramp. Furthermore, in November 2022, City of Dubuque, Roshek Property, LLC, Cottingham & Butler, Inc. and Heartland Financial USA, signed a fourth amendment to the Development Agreement which required that when a Roshek Building parking shortage occurred, the City shall construct a parking structure of not less than 500 parking spaces. The Roshek Building parking shortage is defined as the date when 85% of the physical parking spots in the lowa Street, 5th Street, Locust Street, and Central Avenue Ramps are leased/permitted by the City. Based on the recent work of Walker Consulting as part of the Smart Parking and Mobility Management Plan a Roshek Building parking shortage does not currently exist Page 1 of 3 and therefore plans to construct a 500 space parking ramp at the Hendricks site have been indefinitely paused. DISCUSSION Dubuque County has recently expressed interest in purchasing the brick commercial buildings located on the former Hendricks site which are located at 880 and 898 Central Avenue. City staff have worked with the Hendricks site parking garage consultant Desman Design Management of Chicago, IL to determine that the ground space taken up by the brick buildings located at 880 and 898 Central Avenue is not required in order to build a 500 space parking ramp at some point in the future. The City will retain ownership of the warehouse building located adjacent to White Street and the vacated alley because that land will be needed for constructing a parking ramp in the future. As part of the condition of sale for 880 Central and 898 Central Avenue to Dubuque County, Dubuque County at the same time will be transferring ownership to the City of their 22-space parking lot located at the northwest corner of the intersection of White and 8th Streets. The land being used by the County parking lot is required for construction of the future parking ramp so that the ramp can run north to south across the eastern half of the block. The proposed ramp would have a capacity for 531 vehicles on 6 parking levels with a maximum roof height of 73 feet. To accomplish the transfer of properties between the City and County the attached Purchase Agreement has been drafted. The purchase agreement requires the following: • Purchase price for the 22-space County parking lot is $1.00 • The agreement for the existing billboard located on the County parking lot will transfer to the City. • After purchase, the City agrees to maintain the 22-space parking. • County will be allowed exclusive use of the 22-space parking, but only at times when County employees are working. Outside of times when the County employees are working, the 22 spaces shall be available to City as part of its parking system. • Purchase price for the buildings at 880 & 898 Central Avenue is $1.00 • The utilities laterals that currently serve both the brick buildings and the warehouse building will be separated by the City. Until such a time, the utility bill costs will be shared proportionally between the City and County. • City maintains an easement along the back 17 feet of the lots that are being sold to the County. In the future when a parking ramp will be constructed, the back 17-foot easement will convert to a sale of land to the City, and the City will pay for removing the portion of the existing building and loading dock within the easement area. • City shall provide County 2-years advanced notice of intent to construct a parking facility. Deconstruction of the brick building must happen in an odd numbered year. Page 2 of 3 • City and County agree to share access to the existing parking lot abutting Central Avenue that is being sold to the County so that the City may maintain access to its warehouse loading dock bays. • City shall pay for replatting of the lots at the time of future sale for converting the future parking structure easement to a land sale to the City. • City will have access to the existing parking lot abutting Central Avenue for use as a temporary construction staging area to facilitate construction of the future parking ramp. • Right of First Refusal for each entity to purchase each other's property. If the County seeks purchasers for the lots they are purchasing from the City, the City shall have right of first refusal to purchase back the lots at their appraised value. If the City seeks purchasers for the lots, it is maintaining ownership of in order to construct a future parking ramp, the County shall have a right of first refusal to purchase at their appraised value. RECOMMENDATION I recommend that a public hearing be held on November 6, 2023, for the intent to dispose of an interest in real property by deed to Dubuque County, lowa and approving the acquisition real property owned by Dubuque County, lowa by the City of Dubuque be submitted to the City Council for consideration and adoption. ACTION TO BE TAKEN I respectfully request that a public hearing be held on November 6, 2023, for the intent to dispose of an interest in real property by deed to Dubuque County, lowa and approving the acquisition real property owned by Dubuque County, lowa by the City of Dubuque and approve any other related steps necessary to carry out the terms of the Offer. TES/ssb cc: Gus Psihoyos - City Engineer Jenny Larson — Director of Finance and Budget Ryan Knuckey - Transportation Services Manager Russ Stecklein —Transportation Services Operations Supervisor Jill Conners — Economic Development Director Wally Wernimont — Planning Services Manager Page 3 of 3 RESOLUTION NO, 343-23 RESOLUTION OF INTENT TO DISPOSE OF AN INTEREST IN REAL PROPERTY BY DEED TO DUBUQUE COUNTY, IOWA AND APPROVING THE ACQUISITION REAL PROPERTY OWNED BY DUBUQUE COUNTY, IOWA BY THE CITY OF DUBUQUE WHEREAS, the City of Dubuque, Iowa (City) is the owner of the following described real property: City Lots 279, 280, 281, 282, according to the United States Commissioners Map of the Town of Dubuque, Iowa (the City Property); and WHEREAS, Dubuque County is the owner of the following real described property: City Lot 324 and the South 25' of City Lot 325 (the County Property); and WHEREAS, City and Dubuque County have entered into an agreement (the Purchase Agreement), subject to the approval of the City Council of the City of Dubuque and the Board of Supervisors of Dubuque County, a copy of which is attached hereto, pursuant to which City will convey the City Property to Dubuque County and Dubuque County will convey the County Property to City; and WHEREAS, the City Council has tentatively determined that it would be in the best interests of the City to approve the Purchase Agreement, including the sale of the City Property to Dubuque County and purchase of the County Property by City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque intends to dispose of its interest in the foregoing- described City Property by Special Warranty Deed to Dubuque County, Iowa. Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to dispose of the foregoing-described City Property, to be held on the 6th day of November 2023, at 6:30 o'clock p.m. at the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. Section 3. That the City Council hereby approves the acquisition of the County Property. Section 4. That the City of Dubuque be and is hereby authorized to accept a Special Warranty Deed from Dubuque County For the County Property. Section 5. That the City Clerk be and is hereby authorized and directed to cause said Special Warranty Deed to be recorded in the office of the Dubuque County Recorder, together with a certified copy of this Resolution. Section 6. That the City Clerk be and is hereby directed to forward a copy of this Resolution to the Dubuque County Assessor and the Dubuque County Auditor. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Passed, approved, and adopted this 16th day of October 2023. Ci Brad Cavanagh, .M yor Attest: Trish Gleason, Assistant City Clerk CITY OF DUBUQUE, IOWA OFFICIAL NOTICE PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public hearing on the 6t" day of November, 2023, at 6:30 p.m., in the Historic Federal Building, 350 W. 6th Street, 2�d floor, Dubuque, lowa, at which meeting the City Council proposes to take action to approve a Purchase Agreement by and between the City of Dubuque, lowa and Dubuque County, lowa, a copy of which is now on file at the Office of the City Clerk, City Hall, 50 W. 13th Street, Dubuque, lowa, providing for the sale of City-owned real estate described therein to Dubuque County. At the meeting, the City Council will receive oral and written comments from any resident or property owner of said City to the above action. The official agenda will be posted the Friday before the meeting and will contain public input options. The City Council agenda can be accessed at https://cityofdubuque.novusagenda.com/AgendaPublic/ or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org. Written comments regarding the above public hearings may be submitted to the City Clerk's Office via email at ctyclerk@cityofdubuque.org or by mail to City Clerk's Office, City Hall, 50 W. 13t" St., Dubuque, IA 52001, before said time of public hearing. At said time and place of public hearings the City Council will receive any written comments. Copies of supporting documents for the public hearings are on file in the City Clerk's Office and may be viewed Monday through Friday between 8:00 a.m. and 5:00 p.m. Individuals with limited English proficiency, vision, hearing, or speech impairments requiring special assistance should contact the City Clerk's Office at (563) 589-4100, ctyclerk@cityofdubuque.org as soon as feasible. Deaf or hard-of-hearing individuals can use Relay lowa by dialing 711 or (800) 735-2942. Published by order of the City Council given on the 16t" day of October 2023. Trish Gleason, Assistant City Clerk OFFER TO BUY AND SELL REAL ESTATE AND ACCEPTANCE (NONRESIDENTIAL) PURCHASE AND SALE OF CITY PROPERTY TO: County of Dubuque, lowa (County) The undersigned County hereby offers to buy and the undersigned City of Dubuque (City) by its acceptance agrees to sell the real property situated at 880 and 898 Central Ave, Dubuque, lowa, legally described as: City Lots 279, 280, 281, 282, according to the United States Commissioners Map of the Town of Dubuque, lowa and as shown on Exhibit A (the City Property) together with any easements and appurtenant servient estates, but subject to any reasonable easements of record for public utilities or roads, any zoning restrictions, customary restrictive covenants, and mineral reservations of record, if any, herein referred to as "the City Property," upon the following terms and conditions. 1. PURCHASE PRICE. The Purchase Price shall be $1.00 and the method of payment shall be as follows: cash or other means acceptable to City at closing. 2. REAL ESTATE TAXES. City shall pay prorated real estate taxes for the fiscal year in which the closing takes place to the date of possession and any unpaid real estate taxes payable in prior years. County shall pay all subsequent real estate taxes. Unless otherwise provided in this agreement, at closing CITY shall pay BUYER, or BUYER shall be given a credit for, taxes from the first day of July prior to possession to the date of possession based upon the last known actual net real estate taxes payable according to public records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax exemptions that will actually be applicable as shown by the assessor's records on the date of possession. 3. SPECIAL ASSESSMENTS. A. City shall pay in full at time of closing all special assessments which are a lien on the City Property as of the date of closing. B. All charges for solid waste removal, sewage and maintenance that are attributable to City's possession, including those for which assessments arise after closing, shall be paid by City. C. City shall pay all other special assessments or installments not payable by County. Page 1 of 20 10112023ba1 4. RISK OF LOSS AND INSURANCE. City shall bear the risk of loss or damage to the City Property prior to closing or possession, whichever first occurs. City agrees to maintain existing insurance and County may purchase additional insurance. In the event of substantial damage or destruction prior to closing, this agreement shall be null and void; provided, however, County shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages. The City Property shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before the closing date. 5. CLOSING. The closing shall take place on the Closing Date which shall be on or before the day of , 2023 , or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the day of , 2023. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing shall have been satisfied or waived. 6. IMPROVEMENTS. Included with the City Property shall be all improvements that integrally belong to, are specifically adapted to, or are a part of the real estate, whether attached or detached. The following trade fixtures shall not be included: any and all inventory, equipment and other personal property of any type on the premises, including, but not limited to pallet racks, fertilizer bunker walls and office equipment. 7. CONDITION OF PROPERTY. The City Property as of the date of this agreement, including buildings, grounds, and all improvements, will be preserved by City in its present condition until possession, ordinary wear and tear excepted. City makes no warranties, express or implied, as to the condition of the City Property. A. County acknowledges that it has made a satisfactory inspection of the City Property and are purchasing the City Property in its existing condition, subject to County's rights as set forth in paragraph 9B below. 8. ABSTRACT AND TITLE. City, at its expense, shall promptly obtain an abstract of title to the City Property continued through a date within 30 days of the Closing and deliver it to County's attorney for examination. It shall show merchantable title in City in conformity with this agreement, lowa law, and title standards of the lowa State Bar Association. City shall make every reasonable effort to promptly perFect title. If closing is delayed due to City's inability to provide marketable title, this agreement shall continue in force and effect until either party rescinds the agreement after giving 10 days written notice to the other party. The abstract shall become the property of County when the Purchase Price is paid in full. City shall pay the costs of any additional abstracting and title work due to any act or omission of City. 9. ENVIRONMENTAL MATTERS. A. City represents, to the best of its knowledge and belief, that there are no abandoned wells, solid waste disposal sites, hazardous wastes or substances, underground storage tanks, burial sites, or private wastewater disposal systems, except as noted in the Blackstone Environmental reports titled Limited Hazardous Materials Survey dated July 16, 2021, Phase I Environmental Site Assessment dated July 19, 2021, and Limited Phase I I Environmental Site Assessment — Revised dated September 1, 2021, located on the City Property, the City Property does not contain radon gas, asbestos or asbestos containing building Page 2 of 20 10112023ba1 materials, or urea-formaldehyde foam insulation, and Seller has done nothing to cause or allow contamination of the City Property with hazardous wastes, substances, or pollutants. City represents and warrants that the City Property is not subject to any local, state, or federal judicial or administrative action, investigation or order regarding any environmental matter. City shall provide County with a properly executed Groundwater Hazard Statement showing no wells, solid waste disposal sites, hazardous wastes, underground storage tanks, private burial sites or private wastewater disposal systems on the City Property which shall be considered a representation and warranty made by City to County. B. Within fourteen (14) days after acceptance of this Agreement, City will make available for County's review , at no cost to County, all documents in the possession of the City which are not publicly available, including but not limited to as-built drawings, site plans, maps, historical records showing past use of the City Property and storage of petroleum products or other products, reports, studies, investigations, audits, actions, or tests, relating in any way with the environmental condition of the City Property , to the compliance of the City Property with the federal and state environmental laws or the presence of hazardous substances on, at, or about the City Property, including but not limited to those that were: (a) prepared for City or any related party or affiliate or predecessor in interest; or (b) prepared for other persons or entities, and are in the possession, custody or control of City or any related party or affiliate or predecessor in interest (collectively, the "Environmental Documents"). County shall be entitled to make copies of all such documents, at County's cost. City authorizes County to speak to any person involved in the preparation of the Environmental Documents. At no cost to County, City shall cooperate with County in obtaining reliance agreements, if permitted under the law, for any previous environmental site assessments or other reports. C. Following the execution hereof by both parties, County may, at County's expense, but no later than thirty (30) calendar days before closing, obtain an environmental site assessment from a qualified environmental professional regarding the existence or nature of any hazardous materials, substances, conditions, or wastes located on the City Property. If any new recognized environmental concerns not already identified in the Blackstone Environmental reports are identified by the environmental professional, County's obligations hereunder shall be contingent upon the Buyer removing such materials, substances, conditions, wastes, or other concerns identified in the report from the City Property in a matter reasonably satisfactory to County. Following any testing or inspections conducted pursuant to this paragraph, County agrees to restore the premises to its prior condition, ordinary and reasonable wear and tear excepted. 10. DEED. Upon payment of the purchase price, City shall convey the City Property to County by Special Warranty Deed free and clear of all liens, restrictions and encumbrances, except: zoning ordinances and agreements entered under them, and easements and restrictions of record or noted in the attached exhibits, which constitutes merchantable title for purposes of this transaction. Any general warranties of title shall extend only to the time of acceptance of this Offer, with special warranties as to acts of City continuing up to time of delivery of the Deed. Page 3 of 20 10112023ba1 11. STATEMENT AS TO LIENS. If County intends to assume or take subject to a lien on the City Property, City shall furnish County with a written statement prior to closing from the holder of such lien, showing the correct balance due. 12. USE OF PURCHASE PRICE. At the time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 13. APPROVAL OF COURT. If the sale of the real estate is subject to court approval, the fiduciary shall promptly submit this contract for such approval. If this contract is not so approved, it shall be void. 14. REMEDIES OF THE PARTIES. A. If City fails to timely perform this agreement, County may forfeit it as provided in the lowa Code (Chapter 656), and all payments made shall be forFeited; or, a City's option, upon 30 days written notice of intention to accelerate the payment of the entire balance because of County's default (during which 30 days the default is not corrected), City may declare the entire balance immediately due and payable. Thereafter this agreement may be foreclosed in equity and the court may appoint a receiver. B. If City fails to timely perForm this agreement, County has the right to have all payments made returned to them. C. City and County are also entitled to utilize any and all other remedies or actions at law or in equity available to them, and the prevailing party shall be entitled to obtain judgment for costs and attorney fees. 15. NOTICE. Any notice under this agreement shall be in writing and be deemed served when it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below. 16. GENERAL PROVISIONS. In the performance of each part of this agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This agreement shall apply to and bind the successors in interest of the parties. This agreement shall survive the closing. This agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by City and County. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of this agreement. Words and phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 17. ADDITIONAL PROVISIONS. A. This offer is subject to final approval of the City Council of the City of Dubuque, lowa, and the Board of Supervisors of Dubuque County, lowa. Page 4 of 20 10112023ba1 B. County, , its counsel, accountants, agents and other representatives, shall have full and continuing access to the City Property and all parts thereof, upon reasonable notice to City for the purpose of inspecting, surveying, engineering, test boring, performance of environmental tests and such other work as County shall consider appropriate, provided that County shall hold City harmless and fully indemnify City against any damage, claim, liability or cause of action arising from or caused by the actions of County, its agents, or representatives upon the real estate (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the real estate), and shall have the further right to make such inquires of governmental agencies and utility companies, etc. and to make such feasibility studies and analysis as County considers appropriate. C. City warrants prior to closing and that there will be no tenants whose rights in the City Property survive the closing. D. Easement for Future Parking Facility: The BUYER hereby grants an easement for portions of lots 279, 280, 281, and 282, as shown on Exhibit C and Exhibit D, for the purpose of constructing a Parking Facility (The Future Parking Facility Easement). The Future Parking Facility Easement shall also grant City the right to purchase the easement area (the Future Parking Facility Area) in order to construct, own, and maintain a Parking Facility on the designated portions of these lots. a. Upon City providing County 2-years advanced written notice City shall have the exclusive right to purchase the Future Parking Facility Area, for the sum of one U.S. dollar ($1.00). b. City shall also provide County 2-years advanced written notice prior to removing the eastern most 17-foot portion of the Building on lot 280. c. In the event City exercises its right to purchase, the notice shall include the terms of the sale, including transfer of title, closing date, and any necessary conveyance documents. d. No additional monetary consideration shall be required for the conversion of the easement to a property sale. All closing costs shall be divided equally between the parties. e. Demolition/Reconstruction of the Building on lot 280 must occur in an odd numbered year. f. This Easement for Future Parking Facility Future Sale Clause shall remain in effect until a Parking Facility is constructed on the east half of the 800 block of Central Avenue and shall be binding upon the parties even after the completion of the sale of the City Property contemplated herein. E. Temporary County Parking During Parking Facility Construction: If City commits to constructing a Parking Facility on the City Property, City will provide 22 parking spaces in a nearby City of Dubuque parking ramp or lot for Dubuque County vehicles displaced during the construction of the Parking Facility. Upon completion of the Parking Facility construction, County will be provided 22 contract parking spaces (reserved 24 hours per day, 365 days per year) in the Parking Facility for County vehicles and/or County employee vehicles. County and City will work in good faith to determine the location of the 22 spaces which may change from time to time upon mutual agreement of the parties. County agrees to utilize these spaces in the same way and manner and in conformance with City of Dubuque Parking Division Page 5 of 20 10112023ba1 rules and regulations, which may change from time to time, including but not limited to facility access being provided though parking gate equipment via proximity card, mobile app, or other access device. F. Modification of Building on Lot 280: In consideration of the purchase and sale of the City Property described herein, County and City hereby agree to the following provisions related to the modification of the existing Building on the property: a. Upon notice as required to be provided in Section D, City shall be responsible for the demolition of the eastern most portion of the existing Building as shown on Exhibit B, the Building Modifications. To the maximum extent feasible, City must maintain during demolition a watertight building envelope that ensures reasonable climate control within the unmodified portion of the Building. b. City shall reconstruct a new exterior wall for the remaining portion of the Building on Lot 280. The exterior wall shall be constructed in compliance with all applicable building codes, regulations, and standards governing fire resistance and safety. Due to Fire Code regulations the new eastern exterior wall must be constructed without any openings, voids, or penetrations that would compromise its fire- resistant properties. The wall must be solid and continuous, providing a complete separation between the structures. If any openings are deemed necessary for functional reasons, such as doors, windows, or other access points, such openings shall be equipped with fire-rated materials that are consistent with the required fire resistance rating of the wall. These openings must be constructed in accordance with approved fire-rated designs and may not compromise the overall fire protection of the wall. c. All costs associated with the construction of the new wall including design, permits, construction materials and labor, will be borne by City. The quality of City's construction work must be equivalent to the construction industry's standard practices at the time of the work. d. County shall coordinate any improvements to the existing building prior to the deconstruction by City as to reasonably minimize the deconstruction and construction costs such as but not limited to constructing a new elevator in the 17' section of the building that will be removed. e. This Section F shall be binding upon both parties and shall survive the closing of the sale transaction. Both parties acknowledge and agree that adherence to this Section F is of paramount importance and any failure to comply with the provisions herein may result in legal remedies as provided by applicable laws. G. Loading Dock Relocation: City acknowledges and agrees that as part of completing the work described in Section F, the existing loading dock on Lots 280A and 281 is required to be partially deconstructed, modified, and/or relocated. The responsibility for the relocation of the loading dock will rest solely with City. City will be solely responsible for all costs, expenses, fees, permits, and coordination associated with the relocation of the loading dock, including, but are not limited to, design, engineering, construction, materials, labor, and any required governmental or regulatory approvals. City and County shall collaborate on the new design and configuration of the modified loading dock to accommodate construction of the parking facility. City will be responsible for funding the modified loading to the extent that an equivalent square footage of loading dock along with existing appurtenances is replaced. Any costs related to enhancements or expansions of the loading dock shall be borne by County. Page 6 of 20 10112023ba1 County agrees to assume maintenance of the existing loading dock, loading dock roof, and loading dock appurtenances, including the portion of the loading dock that will remain on the City's property until such time as the Future Parking Facility is being constructed. If City or City's agents damage the loading dock, City will be responsible for completing timely repairs to the dock. H. Utility Service Laterals: County acknowledges that the existing utility laterals that serve both the City Property being purchased by County, and the City's warehouse on Lots 325, 326, 327, and 328, are currently served by the same and combined utility service laterals. County agrees to cooperate with City as City works in 2023 and 2024 to separate all service laterals between City's and County's properties which will be completed at City's sole cost. County acknowledges that limited interruptions of utility services will required in order to completed. Until such work described in this section is completed, City agrees to transfer utility services to County. City agrees to an equitable sharing of utility services based on a prorated portion of the utility costs determined by a formula to be created by County and agreed upon by City and County. I. Shared SurFace Area Use Agreement: Until such time as the Parking Facility is completed, City and County agree to share use of the parking surface areas on Lots 280A, 281, and 282 for ingress and egress of normal vehicular traffic (Shared SurFace Area). City and County agree to not obstruct these areas so they remain available for day to day use by either party. If obstruction of these areas is needed by either party to conduct building maintenance, driving surface maintenance, or other unique circumstance, the party causing the obstruction shall request approval of the special use of the Shared SurFace Area from the other party in writing not less than 15 days prior to creating the obstruction, which approval shall not be unreasonably withheld. City agrees that certain obstructions may be present during periods of active voting and that the County is not required to secure approval during periods of active voting. City and County agree to remove any obstructions in the Shared SurFace Area upon reasonable notice not to exceed four(4) hours or as the parties otherwise agree. City and County agree to maintain their owned portions of the shared surFace area in reasonable condition to avoid interference with normal use including but limited to snow removal, treatment for icing conditions, removal of debris and trash. City and County agree that this Shared SurFace Area Use Agreement does not constitute the granting of an easement to the City. City and County agree that the Shared SurFace Area Use Agreement is rendered null and void should a permanent structure be erected on any portion of Lots 281 and/or 282 by the County, excepting the portions of Lots 281 and 282 that fall within the Future Parking Facility Easement for Future Parking Facility. J. Replatting: At the time of sale or any potential future sale of a portion of the City Property, the parties agree to cooperate in the process of replatting the City Property to reflect the division of lots as may be necessary for future development. This replatting shall be conducted in accordance with all applicable laws, regulations, and ordinances governing land subdivision and platting within the City of Dubuque. The replatting shall be completed within 90 days from the date the decision to sell the portion of land is finalized. In the event that either party fails to fulfill their obligations related to the replatting within the specified timeframe, the other party shall have the right to pursue legal remedies to enforce this clause. This Section J shall survive the closing of the initial sale contemplated herein and shall remain in full force and Page 7 of 20 10112023ba1 effect until the successful completion of the replatting process pursuant to this clause. City shall be responsible for the costs of replatting. K. Temporary Construction Staging Area: In consideration of the purchase and sale of the City Property, City and County agree to the following provisions regarding the temporary use of the designated parking area on Lots 281 and 282 for use as a construction staging area during construction of the parking facility. County hereby agrees to a Temporary Construction Staging Area for City for the designated surFace area as shown in Exhibit E, the Temporary Construction Staging Area. a. Use of the Temporary Construction Staging Area shall commence 10 days after City Council award of the Parking Facility construction contract and will continue until substantial completion of the Parking Facility as determined by City. The Temporary Construction Staging Area shall not extend beyond the agreed upon timeframe, unless extended in writing and agreed upon in advance by both parties. b. County shall provide City with reasonable access to the County Property for construction-related purposes, including ingress and egress for construction vehicles and personnel, and storage of equipment and materials. City shall not hinder County's access to any other parts of the property including the reconstructed loading dock. c. The Temporary Construction Staging Area shall become null and void should the County erect a permanent structure within the specified area. Should a permanent structure be erected, the County shall provide staging area space on adjacent County owned property. d. Any notices or communications related to this Temporary Construction Staging Area shall be delivered in writing and shall be deemed valid if delivered to the addresses provided in this agreement. L. RIGHT OF FIRST REFUSAL: Subject to acceptance of this Agreement, should the County seek purchasers for Lots 279, 280, 281, and 282, the City shall have right of first refusal to purchase at the appraised value. Furthermore, should the City seek purchasers for Lots 328, 327, 326, 325 and/or 324 (see Exhibit A), the County shall have a right of first refusal to purchase at the appraised value. Depending on which party exercises the right of first refusal, that party shall have prepared an appraisal of the underlying real estate which is a part of the right of first refusal and improvements by a certified appraiser experienced in appraising similar types of properties area mutually selected by City and County. If either party is dissatisfied with the appraisal or the parties cannot agree on an appraiser, each shall, not later than 45 days after receipt of the appraisal appoint its own appraiser, each of which shall be experienced in appraising similar types of properties and the two appointed by the parties shall select a third experienced appraiser, and all three appraisers shall prepare an appraisal. The average appraised value of the three appraisals shall be the appraised value of the property subject to the right of first refusal. If either City or County sell their respective real estate which is subject to the right of first refusal to a third party, the third party purchaser shall have no right to purchase the other party's real estate. Page 8 of 20 10112023ba1 M. Notwithstanding anything to the contrary herein, until 10 days prior to the closing date, BUYER shall have the right to terminate this agreement if environmental issues exist on the real estate the BUYER determines in its sole discretion do not permit BUYER to use the real estate for its intended use. Prior to terminating this agreement pursuant to this section, BUYER shall offer SELLER the opportunity to remediate the real estate to the satisfaction of BUYER in its sole discretion and at SELLER's sole costs. 18. ACCEPTANCE. When accepted, this agreement shall become a binding contract. If not accepted and delivered to BUYER on or before the day of , 2023, this agreement shall be null and void and all payments made shall be returned immediately to City. If accepted by County at a later date and acceptance is satisfied in writing, then this agreement shall be valid and binding. Accepted Dated rE3• i cp• a3 BUYER SELLER COUNTY OF DUBUQUE, IOWA CITY OF DUBUQUE, IOWA By: By: Brad avanagb jilayor Page 9 of 20 10112023ba1 PURCHASE AND SALE OF COUNTY PROPERTY TO: County of Dubuque, lowa (County) The undersigned City hereby offers to buy and the undersigned County by its acceptance agrees to sell the real property situated on White Street, Dubuque, lowa, legally described as: CITY LOT 324 & S 25' OF CITY LOT 325, according to the United States Commissioners Map of the Town of Dubuque, lowa, and as shown on Exhibit F. (the County Property) together with any easements and appurtenant servient estates, but subject to any reasonable easements of record for public utilities or roads, any zoning restrictions, customary restrictive covenants, and mineral reservations of record, if any, upon the following terms and conditions. Following the closing, however: a. County shall have use of the 22 undesignated parking spaces for County vehicles and vehicles of County employees, for no cost, at times when the employees are working until such time as the City provides official notice to County of the start of Future Parking Facility Construction as stated in the Section 17 clauses listed above. Outside of times when the employees are working, the 22 spaces shall be available to City as part of its parking system. b. City shall be responsible for all property maintenance of the County Parking Lot until such time as County is no longer utilizing the lot. c. City and County agree to execute a lease providing for County use of the lot for County vehicles and vehicles of County employees at times when the employees are working. Outside of times when the employees are working, the 22 spaces shall be available to City as part of its parking system. The purpose of the lease is to provide ordinary terms and conditions relating to County use of the lot including but not limited to indemnification of both parties, insurance coverage requirements and handling of environmental matters. 1. PURCHASE PRICE. The Purchase Price shall be $1.00 and the method of payment shall be as follows: cash or other means acceptable to County at closing. 2. REAL ESTATE TAXES. County shall pay prorated real estate taxes for the fiscal year in which the closing takes place to the date of possession and any unpaid real estate taxes payable in prior years. City shall pay all subsequent real estate taxes. Unless otherwise provided in this agreement, at closing City shall pay County, or City shall be given a credit for, taxes from the first day of October prior to possession to the date of possession based upon the last known actual net real estate taxes payable according to public records. However, if such taxes are based upon a partial assessment of the present property improvements or a changed tax classification as of the date of possession, such proration shall be based on the current levy rate, assessed value, legislative tax rollbacks and real estate tax Page 10 of 20 10112023ba1 exemptions that will actually be applicable as shown by the assessor's records on the date of possession. 3. SPECIAL ASSESSMENTS. A. County shall pay in full at time of closing all special assessments which are a lien on the Property as of the date of closing. B. All charges for solid waste removal, sewage and maintenance that are attributable to County's possession, including those for which assessments arise after closing, shall be paid by County. C. City shall pay all other special assessments or installments not payable by County. 4. RISK OF LOSS AND INSURANCE. County shall bear the risk of loss or damage to the County prior to closing or possession, whichever first occurs. County agrees to maintain existing insurance and City may purchase additional insurance. In the event of substantial damage or destruction prior to closing, this agreement shall be null and void; provided, however, City shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages. The County shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before the closing date. 5. CLOSING. The closing shall take place on the Closing Date which shall be on or before the day of , 2023, or such other date as the parties shall agree in writing but in no event shall the Closing Date be later than the day of , 2023. Consummation of the closing shall be deemed an agreement of the parties to this Agreement that the conditions of closing shall have been satisfied or waived. 6. IMPROVEMENTS. Included with the County Property Estate shall be all improvements that integrally belong to, are specifically adapted to, or are a part of the real estate, whether attached or detached. The following trade fixtures shall not be included: any and all equipment or signage. County agrees to assign all rights and agreements to the billboard on the County and any billboard rent beginning on the day after the closing date to City. 7. CONDITION OF PROPERTY. The County as of the date of this agreement, including buildings, grounds, and all improvements, will be preserved by County in its present condition until possession, ordinary wear and tear excepted. County makes no warranties, express or implied, as to the condition of the Property. A. City acknowledges that it has made a satisfactory inspection of the Property and are purchasing the Property in its existing condition, subject to City's rights as set forth in paragraph 9B below. 8. ABSTRACT AND TITLE. County, at its expense, shall promptly obtain an abstract of title to the County continued through a date within 30 days of the Closing and deliver it to City's attorney for examination. It shall show merchantable title in County in conformity with this Page 11 of 20 10112023ba1 agreement, lowa law, and title standards of the lowa State Bar Association. County shall make every reasonable effort to promptly perFect title. If closing is delayed due to County's inability to provide marketable title, this agreement shall continue in force and effect until either party rescinds the agreement after giving 10 days written notice to the other party. The abstract shall become the property of City when the Purchase Price is paid in full. County shall pay the costs of any additional abstracting and title work due to any act or omission of County. 9. ENVIRONMENTAL MATTERS. A. SELLER makes no representation and offers no warranty to BUYER pertaining to a Groundwater Hazard Statement. BUYER acknowledges that Real Estate is being sold by the SELLER as-is. B. Within fourteen (14) days after acceptance of this Agreement, County will make available for City's review , at no cost to City all documents in the possession of the County which are not publicly available, including but not limited to as-built drawings, site plans, maps, historical records showing past use of the County Property and storage of petroleum products or other products, reports, studies, investigations, audits, actions, or tests, relating in any way with the environmental condition of the County Property, to the compliance of the County Property with the federal and state environmental laws or the presence of hazardous substances on, at, or about the County Property, including but not limited to those that were: (a) prepared for County or any related party or affiliate or predecessor in interest; or (b) prepared for other persons or entities, and are in the possession, custody or control of County or any related party or affiliate or predecessor in interest (collectively, the "Environmental Documents"). City shall be entitled to make copies of all such documents, at City's cost. County authorizes City to speak to any person involved in the preparation of the Environmental Documents. At no cost to County, County shall cooperate with City in obtaining reliance agreements, if permitted under the law, for any previous environmental site assessments or other reports. C. Following the execution hereof by both parties, City may, at City's expense, but no later than thirty(30) calendar days before closing, obtain an environmental site assessment from a qualified environmental professional regarding the existence or nature of any hazardous materials, substances, conditions, or wastes located on the County Property. If any new recognized environmental concerns not already identified are identified by the environmental professional, City's obligations hereunder shall be contingent upon the County removing such materials, substances, conditions, wastes, or other concerns identified in the report from the County Property in a matter reasonably satisfactory to City. Following any testing or inspections conducted pursuant to this paragraph, City agrees to restore the premises to its prior condition, ordinary and reasonable wear and tear excepted. 11. DEED. Upon payment of the purchase price, County shall convey the County Property to City by Special Warranty Deed free and clear of all liens, restrictions and encumbrances, except: zoning ordinances and agreements entered under them, and easements and restrictions of record, which constitutes merchantable title for purposes of this transaction. Any general warranties of title shall extend only to the time of acceptance of this Offer, with special warranties as to acts of County continuing up to time of delivery of the Deed. 12. STATEMENT AS TO LIENS. If City intends to assume or take subject to a lien on the County Property, County shall furnish City with a written statement prior to closing from the holder of such lien, showing the correct balance due. Page 12 of 20 10112023ba1 13. USE OF PURCHASE PRICE. At the time of settlement, funds of the Purchase Price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 14. APPROVAL OF COURT. If the sale of the real estate is subject to court approval, the fiduciary shall promptly submit this contract for such approval. If this contract is not so approved, it shall be void. 15. REMEDIES OF THE PARTIES. A. If City fails to timely perform this agreement, County may forfeit it as provided in the lowa Code (Chapter 656), and all payments made shall be forfeited; or, at Country's option, upon 30 days written notice of intention to accelerate the payment of the entire balance because of City's default (during which 30 days the default is not corrected), County may declare the entire balance immediately due and payable. Thereafter this agreement may be foreclosed in equity and the court may appoint a receiver. B. If County fails to timely perform this agreement, City has the right to have all payments made returned to them. C. City and County are also entitled to utilize any and all other remedies or actions at law or in equity available to them, and the prevailing party shall be entitled to obtain judgment for costs and attorney fees. 16. NOTICE. Any notice under this agreement shall be in writing and be deemed served when it is delivered by personal delivery or mailed by certified mail, addressed to the parties at the addresses given below. 17. GENERAL PROVISIONS. In the perFormance of each part of this agreement, time shall be of the essence. Failure to promptly assert rights herein shall not, however, be a waiver of such rights or a waiver of any existing or subsequent default. This agreement shall apply to and bind the successors in interest of the parties. This agreement shall survive the closing. This agreement contains the entire agreement of the parties and shall not be amended except by a written instrument duly signed by City and County. Paragraph headings are for convenience of reference and shall not limit or affect the meaning of this agreement. Words and phrases herein shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 18. ADDITIONAL PROVISIONS. A. This offer is subject to final approval of the City Council of the City of Dubuque, lowa and the Board of Supervisors of Dubuque County, lowa. B. City, its counsel, accountants, agents and other representatives, shall have full and continuing access to the County Property and all parts thereof, upon reasonable notice to County for the purpose of inspecting, surveying, engineering, test boring, performance of environmental tests and such other work as City shall consider appropriate, provided that City shall hold County Page 13 of 20 10112023ba1 harmless and fully indemnify County against any damage, claim, liability or cause of action arising from or caused by the actions of City, its agents, or representatives upon the County (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the County Property), and shall have the further right to make such inquires of governmental agencies and utility companies, etc. and to make such feasibility studies and analysis as City considers appropriate. C. Notwithstanding anything to the contrary herein, until 10 days prior to the closing date, City shall have the right to terminate this agreement if environmental issues exist on the real estate the City determines in its sole discretion do not permit City to use the County Property for its intended use. Prior to terminating this agreement pursuant to this section, City shall offer County the opportunity to remediate the County Property to the satisfaction of City in its sole discretion and at County's sole costs. 19. ACCEPTANCE. When accepted, this agreement shall become a binding contract. If not accepted and delivered to County on or before the day of , , 2023, this agreement shall be null and void and all payments made shall be returned immediately to City. If accepted by County at a later date and acceptance is satisfied in writing, then this agreement shall be valid and binding. Accepted Dated SELLER BUYER COUNTY OF DUBUQUE, IOWA CITY OF DUBUQUE, IOWA By: By: Brad Cavanagh, Mayor Page 14 of 20 10112023ba1 harmless and fully indemnify County against any damage, claim, liability or cause of action arising from or caused by the actions of City, its agents, or representatives upon the County (except for any damage, claim, liability or cause of action arising from conditions existing prior to any such entry upon the County Property), and shall have the further right to make such inquires of governmental agencies and utility companies, etc. and to make such feasibility studies and analysis as City considers appropriate. C. Notwithstanding anything to the contrary herein, until 10 days prior to the closing date, City shall have the right to terminate this agreement if environmental issues exist on the real estate the City determines in its sole discretion do not permit City to use the County Property for its intended use. Prior to terminating this agreement pursuant to this section, City shall offer County the opportunity to remediate the County Property to the satisfaction of City in its sole discretion and at County's sole costs. 19. ACCEPTANCE. When accepted, this agreement shall become a binding contract. If not accepted and delivered to County on or before the day of , , 2023, this agreement shall be null and void and all payments made shall be returned immediately to City. If accepted by County at a later date and acceptance is satisfied in writing, then this agreement shall be valid and binding. O•rcP. a3 Accepted Dated 1 SELLER BUYER COUNTY OF DUBUQUE, IOWA CITY OF DUBUQUE, I WA By: 1318 ; brad Cavanagh(Mayor Page 14 of 20 10112023ba1 Exhibit A The City and County Property �,�.. �i�i�:i-�i f� :� Exhibr# A .,�; _ ,..-.i} . r�.-h•_�. �•I� { . .... . -� �, �°: - , .. . � � �� w � • �� ----- � • " '' 1 ; � � � • I I : 1 i �, L � � '� I 3�8 '' 32� � 3�� 325 � 3�� ' � + � � � C�TY LaTS 2��. -� � � � ��0� �$1. �2�2 � s 1 � , ' � , ' i�: � � i � a: = � � � � � . � r � � � � . �_- _-:.- - I �_.. _. � __ � � . : r r � �� - . � , � • - - , . I� �V�r . .yi. i � 1 � �� i � � l _ . r _I i � � ,�� J . � ■ � � ��I� � � ' 1 � � '�� r � I ... ± � � :�� w � } � � ' -_ f - � i +�I , � _�: � � � �� '_ I . . � � � � — `--��rs. � -- _ `�- — Y —.J = �— --� - ---�F _ �_ ,:,. .-� � ,.�6_K�.�,.� 1 Ir7C1Y=54 feet Z �ert•p.o.,., �,y,w,,•,�c:�. •�.�r.sr��r:--r�� y� � :Ys �w�!'_ � �y :�, ""J [_�.� ir •:4 i�.. � `�� !!` �"..a�'� Page 15 of 20 10112023ba1 Exhibit B Building Modifications E 9TH STREET BUILUING � REMOVAL � AREA [7' W - - - - _ _ _ _ _ 7 2 F Q �xISTING � a BUILOING � N F PROPOSE� F z PARKkNG RAMP � CW] �. RIGHTaF /J WAY LINE LDT LINE J E$TH STIiEET N QFtTH � - - u - 6 2�' 40' 80' SCALE 1"=4a'FEET . _�- � - -• -- •- • •----__. Exhibit C Future Parking Facility Easement E 9TN STR�ET � G: I' TI - - UfittRE - PARKING �4 FACILITY EASEMENT 1 W - - - - - - - - - � 2 F � IL R EXISTING � a BUIL�ING f' y � W H PROPOSED H Z PARKING RAMP = v � RIGHT OF � WAY LINE L07 LINE 17' E 8TH STREET LEGEND � BUIL�ING REMOVAL AREA O �\ � FUTURE PARKING � FAGILITY EASEMENT O 2D� 4D' SO� SCALE 1"=40' FEET EXHIBIT D Shared SurFace Area Use Agreement - �� ; - , _ � Q; � � . ;. �-� ..._`^. d + , . r e t��::�:� . I a i� • . � ,■ "��Yfi�ti�rf � r �. `1 i � � � ° r �. � , �. �. , , .1 � �,,,,,,.�..��:.. , �� , J �a � , �� r -� ;E � � �' v�, ' � , � '� . � � �.- . A - � +"y. t '" 'i�� _ .�___ �j� ,�..., , ��T ,� . , � , _ - . _ O - - `:�. �� *Notice-These maos are compiled for assessment and tax information ourposes from 0 2 5 Fee All maa information shown is for the foraoina auraose and does not represent a Shared Surface Area shown in yellow Page 18 of 20 10112023ba1 EXHIBIT E Temporary Construction Staging Area Agreement �. d, � � � ` a ��._.�_ .� . � � � a F x'_a� • ._-� f Y . ■� � ' -�r � i � ` ; r Y � li � ;� � �u� _ � � �1 � _ , I � � j . �_� � � , �,� �, I L+ � J• . - 4 �i � :�..f��.a ■ . � ' •� 1 � ' ! � � '� � � �'�-_� � i �� ,�j — - � ,. '?_., . i�w . i � � , _ O 'Notice-These maos are comoiled for assessment and tax information nurnoses from official countv 0 2 5 Fee All man information shown is for the foraoina nuroose and does not renresent a survev of Temporary Construction Staging Area shown in yellow Page 19 of 20 10112023ba1 Exhibit F County Parking Lot --� � x x �JC�Ll�71� � � �� :��[t�]�€ ;i : ,�l��, „ .,,4.,.,t.,.�.x:..,,,,, _ .. , : „ .. , (.t-.:i:. �'.i��.:,� L�ft . . � � - --... _.... . - � —� — — — k - IiLL/hV� � � ' _ � -_ _____ _ , —�� s - -- I __ .i... --- ��,t I } i [ ' +� j I - .I � i 4 i 4f�I 1 LV 1 JCY 9l � } I � r :�.,1 . �. 25'�ITY LOT�25 -i— —� ; � � i 7 � i � I", I ` !. + 5 �� 1 I � � � � � � ' � � ; e � i � ��' I I 'P�Q �I � A F � ' � � a ' . i . _ 'i: �'� . r �,,,_�_..._ - - -..._.._ !� _��.... - --.,,,_r--s--• •-.- .. -- - � � _ — - �� i . . -�� . - i* � ' �, �' � w I 1 ` i I � � �� . ` 1. y I � 4 i � � ~ �= �� 7 � � � ' � � '}�4 1 I j ' 1 y� '�� x�",: .. .� ;�I f � ;'I' !' . .'� 4 � 1 ~ 4 � I � ` ..��—. ; _ �� i � � �l � � i ° � � � � � , � � ,, ;� _ . . � _ f �� -- . _ .�� . --�--T�.. � --- . (� I�a��'er,��r_.', � � L-h['3.s_=_c _ � 1 in�h = aU feet �'�"�'�G�'-... }51•r�t,Sr"_ :it_---e ahs` . . . .. .. � � � � _ } _�_ �� _ ,a _ -.�_Y_ " � "ar _'. .s_'... Page 20 of 20 10112023ba1