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City Lease of Property from Dubuque Childcare Collaborative, LLCCity of Dubuque City Council Meeting Action Items # 03. Copyrighted January 3, 2024 ITEM TITLE: City Lease of Property from Dubuque Childcare Collaborative, LLC SUMMARY: City Manager recommending City Council approve the Lease between the City of Dubuque and Dubuque Childcare Collaborative, LLC (DCC) for Unit 4. RESOLUTION Approving a Lease between the City of Dubuque and Dubuque Childcare Collaborative, LLC SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo I Staff Memo Staff Memo I I Staff Memo Resolution Resolutions Agreement Supporting Documentation Presentation —Uploaded 1.3.24 Supporting Documentation THE CITY OF Dubuque DUB TEE1. 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: City Lease of Property from Dubuque Childcare Collaborative, LLC DATE: December 22, 2023 Senior Counsel Barry Lindahl, Chief Information Officer Chris Kohlmann, and Strategic Initiative Consultant Dave Lyons are recommending City Council approve the Lease between the City of Dubuque and Dubuque Childcare Collaborative, LLC (DCC) for Unit 4. Unit 4 will be occupied by the City's Information Technology Department, Traffic Department, and Shared Data Center. The Lease is for a Term of five years. The City has the option to purchase Unit 4 at the end of the Term. The rent for Unit 4 is $6,020.83 per month ($10 per square foot annually x 7225 sq feet). The purchase price under the option will be $1,000. The City will pay for any required improvements to Unit 4. The Lease also provides for the City's payment of a portion of the maintenance, insurance and taxes for Unit 4 (12.08% of the total rentable square feet), approximately $3.10 per square foot per year ($1,866.46 per month). In late 2022, City staff began communicating with Dubuque Initiatives, a local 501(C)3 non-profit community organization that was considering the purchase of 7900 Chavenelle Road for a multi -employer childcare center. Dubuque Initiatives faced a positive challenge in that this building (the former Medline Industries call center) while being made available at a highly discounted price to Dubuque Initiatives, also contained significantly more space than the multi -employer childcare center would need. The Dubuque Initiatives Board had determined to look for partners to fill the space that would be consistent with the Dubuque Initiatives Mission of improving local development and quality of life and that would not conflict with the operation of an adjacent childcare center. The city has been considering relocation of the Information Technology (IT) Department and data center as part of an overall space study. Presently, 13 FTE's are located on the second floor of the City Hall Annex occupying approximately 2100 sq ft. of office, breakroom, storage, restrooms, and training room space with no room for expansion. Built in 1880, the 2-story building remains in fair to poor condition with water leaks due to roofing issues. The interior layout has been modified slightly but still has numerous challenges with office layouts due to the building's previous usage, load bearing walls and usable floor space. City IT and Engineering Traffic servers, storage and telecommunications have been placed at locations across the City, many of which are not optimal for physical, operational or security purposes Over the past six months, in addition to working with Dubuque Initiatives, and Straka Johnson and Associates architectural firm, I have been collaborating with vendors ConvergeOne, Dell/EMC, Data Power Group and Communications Engineering on a final design and budget for this move. The scope of work includes design/construction plans for offices, shared workspaces, a Tier 3 Data Center, and all systems to support each of these areas. In 2022, Dubuque Childcare Collaborative, LLC (DCC), a wholly owed subsidiary of Dubuque Initiatives, purchased the former Medline property in Dubuque Industrial Center West. DCC has established the 68,320 square foot building as a multiunit condominium project to be known as the Learning Campus Condominiums (the Project). The Community Y childcare center is anticipated to open in January 2024 and the Dubuque Community School District pre-school center is anticipated to open in late August 2024. If approved, the City would anticipate being operational on -site for the data center yet this fiscal year and the City IS offices relocated shortly thereafter. There is no anticipated date for the County presence as yet. The Data Center Construction is proposed in two phases. Phase 1 Data Center Phase 1 data center provides a complete turnkey data center for use by City of Dubuque tenants. The system is designed for a day one load of 100kW and future expansion to 175kW of electrical load for 5.8kW per cabinet (data rack.) The current generator at 7900 Chavenelle will be utilized. The Data Center water fire suppression system will be replaced with gas. The proposed UPS system that switches from building to generator power is modular and can be expanded in the future. The mechanical system will be designed for 70kW (N+1) redundancy on day one with provisions to build out to 175kW. Eighteen cabinets (data racks) will be fully built out. Phase 2 Data Center Phase 2 data center expands the data center to thirty (30) cabinets (data racks) with additional electrical capacity, redundant UPS, a 2nd generator, and additional cooling units. In phase 2 the city would offer the capacity for co -location services to non -city users. The total capital costs for the office remodel and completion of Phase 1 and Phase 2 of data center construction are $2,032,309.00. Implementation is proposed in two phases with funding requested as follows: Phase 1 Capital Costs FY2024 Office Remodel $ 465,309.00 Data Center Phase 1 $ 881,064.00 Grand Total Phase 1 $1,346,373.00 Sources of Funding for Phase 1 Capital Costs are proposed as follows: ARPA Broadband funding 5524000020-100-67990-ARPA $ 461,747.00 Dubuque Industrial Center West TIF (McFadden Development Capital Improvement Project) 6052000016 360-2924 $ 384,959.00 Data Center CIP 7769900003-102-64900 $ 499,667.00 $1,346,373.00 There is no funding requested in this memo for Data Center Phase 2, which is anticipated to be $685,936.00. This amount will be submitted as an FY2025 capital project to be considered. I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM:sv Attachment CC' Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Barry Lindahl, Senior Counsel Chris Kohlmann, Chief Information Officer Dave Lyons, Strategic Initiative Consultant 3 THE C DUj!BQFE Masterpiece on the Mississippi Barry Lindahl, Senior Counsel Chris Kohlmann, Information Services Manager Dave Lyons, Strategic Initiative Consultant MEMO To: Michael C. Van Milligen City Manager DATE: December 20, 2023 Dubuque AII•Aaerica City 2007-2012.2013 2017*2019 RE: City Lease of Property from Dubuque Childcare Collaborative, LLC In 2022, Dubuque Childcare Collaborative, LLC (DCC), a wholly owed subsidiary of Dubuque Initiatives, purchased the former Medline property in Dubuque Industrial Center West. DCC has established the 68,320 square foot building as a multiunit condominium project to be known as the Learning Campus Condominiums (the Project). See Attachment 1. Units in the Project will be purchased and/or leased by Dubuque County, Dubuque Community School District, and the YMCA. Attached is a proposed Lease between the City of Dubuque and DCC for Unit 4. Unit 4 will be occupied by the City's IT Department, Traffic Department and Shared Data Center. The Lease is for a Term of five years. The City has the option to purchase Unit 4 at the end of the Term. The rent for Unit 4 is $6,020.83 per month ($10 per square foot annually x 7225 sq. feet). The purchase price under the option will be $1,000. The City will pay for any required improvements to Unit 4. The Lease also provides for the City's payment of a portion of the maintenance, insurance and taxes for Unit 4 (12.08% of the total rentable square feet) , approximately $3.10 per square foot per year ($1,866.46 per month). The Learning Campus Condominium Declaration, Attachment 2, establishes general common elements and facilities to the Project. The owners of units have an undivided 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 legal ownership in the common elements and facilities and are responsible for a proportionate share of the costs of maintaining the common elements and facilities. The operation of the Project is by a Council of Co -Owners of the units. The City is a member of the Council of Co -Owners. The Bylaws of the Council are Attachment 3. The Community Y childcare center is anticipated to open in January 2024 and the Dubuque Community School District pre-school center is anticipated to open in late August 2024. If approved, the City would anticipate being operational on -site for the data center yet this fiscal year and the City IS offices relocated shortly thereafter. There is no anticipated date for the County presence as yet. BAL:JLM Attachments cc: Crenna Brumwell, City Attorney 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 I OVERALL FLOOR PLAN • . I IT GHI�XARE FWIN5 AFZ Prepared by and Return to! Flint Drake, 300 Main St., Suite 323, Dubuque, IA 52001 (563) 582-2000 LEARNING CAMPUS CONDOMINIUMS DECLARATION OF SUBMISSION OF PROPERTY TO HORIZONTAL REGIME GRANTORS: DUBUQUE CJ41LDCARE COLLABORATIVE, LLC CIO Dubuque Initiatives City Fall Annex 1300 Main St. Dribuque, IA 52001. LEGAL DESCRIPTION: Lot 2 of Lot 4 of Dubuque Industrial Center West in the City of Dubuque, Dubuque County, Iowa Page I of 17 Table of Contents Declaration of Submission of Property to Horizontal Regime Establishing a Plan for Condominium Ownership of Premises Article I Description of Land Article II Definitions Article III Description of Building Article IV Description of Condominium Units Article V Common Elements and Facilities Article VI Limited Common Elements and Facilities Article VII Ownership Interest Article VII Voting to Repair Property in the Event of'Destruction Article 1X Declarant's Reserved Rights and Powers Article X Management of Regime itArticle XI Maintenance, Alteration and Improvement Article XII Insurance and Casualty Article XII Termination Article XIV Amendments and Miscellaneous Article XV Conflicts Article XVI Letter of Compliance Signatures and Acknowledgment Exhibit A Floor Plans of LEARNING CAMPUS CONDOMINIUMS Exhibit B Bylaws Exhibit C Letter of Compliance Page 2 of 17 LEARNING CAMPUS CONDOMINIUMS DECLARATION OF SUBMISSION OF PROPERTY TO THE HORIZONTAL REGIME ESTABLISHING A PLAN FOR CONDOMINIUM OWNERSHIP OF .PREMISES WHEREAS, DUBUQUE CHILDCARE COLLABORATIVE, LLC, of Dubuque, Iowa, hereinafter referred to as 'Declarant", is the owner of a building and improvements on land known as 7900 Chavenelle Road, located in Dubuque, Dubuque County, Iowa; and WHEREAS, Declarant desires to establish a condominium project under the Iowa Horizontal Property Act (Condominium) and submit it to the provisions of Chapter 499B of the Code of Iowa; and WHEREAS, it is the intention of the Declarant to divide the property hereinafter set forth into condominiums thereby establishing a plan for the individual ownership of the condominium units in said building and the co -ownership of the remaining property by the individual owners as tenants in common, pursuant to the provisions of the aforesaid Horizontal Property Act; and WHEREAS, Declarant desires and intends by filing this declaration to submit the property described herein and buildings and other improvements constructed thereon, together with all appurtenances thereto, to the provisions of the aforesaid act as a condominium project, NOW, THEREFORE, Declarant does hereby publish and declare that all property described below is held and shall be held and conveyed subject to the following covenants, conditions, uses, limitations and obligations, all of which are declared and agreed to be in furtherance of a plan for the division thereof into condominiums and shall be deemed to run with the land and shall be a burden and a benefit to the Declarant, its successors and assigns, and any person acquiring or owning all interest in the real property on their administrators, devises and assigns. ARTICLE I DESCRIPTION OF LAND The Land has an area of approximately 357,627 square feet (8.21 acres). The property has the street address of 7900 Chavenelle Road, Dubuque, IA and sits on the following legally described property: Lot 2 of Lot 4 of Dubuque Industrial Center West in the City of Dubuque, Dubuque County, Iowa ARTICLE IT. 1. Declarant. The term 'Declarant" shall mean the owner identified herein which owns the identified building and which has made and executed this Declaration. Page 3 of 17 2. Declaration. The term "Declaration" shall mean this instrument by which LEARNING CAMPUS CONDOMINIUMS is established as provided under the Horizontal Property Act. 3. Project. The term "Project" shall mean the entire parcel of real estate property referred to in this Declaration to be divided into condominiums, including all structures thereon. 4. Condominium Unit/Unit. "Condominium Unit," or "Unit" means the fee simple interest and title in and to a Unit together with an undivided interest in the general common elements and the appurtenant limited common elements thereto. The terms "Condominium Unit," or "Unit" are synonymous and are used interchangeably throughout this Declaration and the Bylaws. 5. Owner. "Owner" means a person, persons, firm, corporation, partnership, association or other legal entity, or any combination thereof, who own(s) an interest in one or more Condominium Units. 6. General Common Elements. See Article V. 7. Limited Common Elements, See Article VI. 8. Common Expenses. "Common expenses" means and includes expenses for maintenance, repair, operation, management, and administration; said tern also means and includes expenses declared common expenses by the provisions of this declaration and the Bylaws of the Condominium Association, and all sums lawfully assessed against the general common elements by the Council of Co -Owners of LEARNING CAMPUS CONDOMINIUMS. 9. Condominium Documents. The term "Condominium Documents" means this Declaration, and all exhibits attached hereto, including the Bylaws of the Council of Co -Owners of LEARNING CAMPUS CONDOMINIUMS. 10. Plural and Gender. Whenever the context permits or requires, the singular shall include the plural and the plural the singular, and the use of any gender shall include all genders. 11. Severability. The invalidity of any covenant, restriction, agreement, undertaking or other provision of any condominium document shall not affect the validity of the remaining portions thereof. 12. Incorporation. Exhibits attached hereto and referred to herein are made a part of this Declaration with the same force and effect as other provisions of this document. ARTICLE III DESCRIPTION OF THE BUILDING The building is a one (1) story building of 68,320 square feet with 236 parking spaces on the real estate adjoining the building. There are a total of six (6) condominium units. The foundation is constructed of steel reinforced slab concrete. Page 4 of 17 AWFICLE IV DESCRIPTION OF CONDOMINIUM UNITS The description of each Condominium Unit is as follows -- Unit Square Footage (of Unit Only) I Childcarc 15,273 2 Childcare 5,934 3 School Dist. 4 City 18,788 7,402 5 County 7,304 6 Open 5,290 TOTAL 59,99t There are no common areas within a Unit. Each Unit has the location, number of rooms, common, area access, and configuration as shown on the floor plan attached hereto as Exhibit «A„ ARTICLE V GENERAL COMMON ELEMENTS AND FACILITIES The general common elements and facilities shall include all portions of the Project (land and improvements thereon) not included within any Condominium Unit, except such portions of the Project that are defined as limited common elements in the following Article. The general common elements also include, but are not limited to, the land, driveway areas, parking lot, pipes, wires, ducts, cables, conduits, public utility lines and installations of all central and utility services including but not limited to power, light, gas, hot and cold water, and heating, hallways and exterior doors used by more than one owner or Tenant and further including, but not limited to, those items and any other property commonly used by more than one Owner or Tenant of LEARNING CAMPUS CONDOMINIUMS. The Owner of a Condominium Unit shall not be deemed to own pipes, wires, conduits or other public utility lines running through its Unit which are utilized for or serve more than one Unit, except as a tenant in common with the Owner or Owners of any other Unit or Units which said pipes, wires, conduits or public utility lines may serve. The Owner of a Unit shall be deemed to own such other pipes, wires, conduits or other Page 5 of 17 public utility lines which run through its Unit, or are located outside of its Unit, which serve only said Unit and none other. The general common elements shall also include the foundations, exterior walls, yards, main sanitary sewer and water lines, the roof, and in general all devices or installations existing for the common use of all Condominium Units or Unit Owners. ARTICLE VI LIMITED COMMON ELEMENTS AND FACILITIES There are no limited common elements and facilities for the Project except: The Owners of Units 1 and 3 shall be entitled to exclusive use of the respective playground areas designated to each such Unit on the Floor Plan attached hereto and the playground areas so designated shall constitute a limited common element of such Units. ARTICLE VI OWNERSHIP INTEREST The percentage interests which the Condominium Units bear to the entire Horizontal Property Regime, the semi of which equals 100%, are listed as follows; Apartment Percentage Interest 1 25.46% 2 9.89% 3 4 31.32% 12.34% 5 12.17% 6 8,82% Each Owner shall be entitled to exclusive ownership and possession of its Condominium Unit. Each Owner shall be entitled to an undivided interest in the common elements in the percentage expressed above. The percentage of the undivided interest of each Owner in the common elements as expressed above shall have a permanent character and shall not be altered unless the common area is subdivided by the Declarant, in accordance with Article 1X or all of the Owners consent as expressed in an amended declaration duly recorded. The percentage of the undivided interest in the common elements shall not be separated from the Unit to which it appertains and shall be deemed to be conveyed or encumbered or released from liens with the Unit even though such interest is not expressly mentioned or described in the conveyance or other instrument. Each Owner may use the common elements in accordance with the purpose for which it is intended, without hindering or encroaching upon the lawful rights of the other Owners. Page 6 of 1.7 There shall pass with the ownership of each Condominium Unit as a part thereof, whether or not separately described, all appurtenances to such Unit (whether such appurtenance is in the Bylaws), and no part of the appurtenant interest of any Unit may be sold, transferred or otherwise disposed of except in connection with the sale, transfer or other disposition of such Unit itself or of all Units in the regime. Am undivided interest in the Land and other common elements of the regime, regardless of whether such elements are general or limited common elements, shall be appurtenant to each Condominium Unit. The amount of such undivided interest appurtenant to each Unit shall be in the percentage set forth within this Article. The connnon parking spaces are available for use by all Owner's and their employees, invitees, customers and agents. Unit Owners shall use the driveways and parking areas in such a manner as to not obstruct or otherwise adversely impact another Unit Owner's use of the driveway and parking lot or the entrances to the building. Appurtenant to each Unit shall be a right to use and enjoy the general common elements. The exclusive use by Owners of the limited common elements shall be deemed an appurtenance oP the Unit or Units for which said elements are reserved provided such use and enjoyment shall be limited to the uses permitted by this Declaration and other condominium documents. Appurtenant to each Condominium Unit shall be membership in and a vote in the affairs of the Council (see Article X below) and of the regime provided, however, that the exercise of such voting and membership rights shall be subject to the applicable provisions of the Bylaws of the Council and of the other condominium documents. The action of such Council shall be deemed the action of the Owners; and such action, when taken in accordance with the Bylaws of the Council and this declaration shall be final and conclusive upon all Condominium Unit Owners. Appurtenant to each Condominium Unit shall be an casement from each Unit to the Declarant allowing access to the Declarant and its agents for the purpose of the construction, development, rental and sale of adjoining Units. Declarant promises to keep the disruptive effect of this easement to a minimum and to cooperate with the Unit Owners in the accomplishment of same. This easement shall automatically terminate upon the sale or other transfer of the Last unit owned by Declarant. Appurtenant to each Condominium Unit shall be easements from each Unit Owner to each other Unit Owner and to the Council and from the Council to the respective Unit Owners as follows: (a) For ingress and egress through the common areas and for maintenance, repair and replacement as authorized; (b) Tbrough the Units and common facilities for maintenance, repair and replacement or reconstruction of common elements, but access to Units shall be only during reasonable hours except in case of emergency; Page 7 of 17 (c) Through the Units and common areas for conduits, ducts, plumbing, wiring and other facilities for the furnishing of utility or other services to the other Units in the common areas. If any portion of the common elements now encroaches upon any Unit, or if any Unit now encroaches upon any other Unit or upon any portion of the common elements, as a result of construction, or if any such encroachment shall occur hereafter as a result of settling or shifting of the Condominium Units or for any other reason, a valid easement for the encroachment and for the maintenance of same shall exist for so long as the Condominium Units stand. In the event any of the Condominium Units, or any adjoining common elements, shall be partially or totally destroyed as a result of casualty or condemnation or eminent domain proceedings, and then rebuilt, encroachments of parts of the common elements upon any Unit or upon any portion of the common elements, due to this rebuilding, shall be permitted, and valid easements for such encroachments and the maintenance thereof shall exist so long as the Condominium Units shall stand. The foregoing encroachments shall not be construed to be encumbrances affecting the marketability of title to any Condominium Unit. ARTICLE Vill VOTING TO REPAIR PROPERTY IN TIIE EVENT OF DESTRUCTION The Owners of the Condominium Units in LEARNING CAMPUS CONDOMINIUMS covenant and agree that voting shall be on a one (1) vote for each one percent (1 %) (and a fractional vote for each fraction of a percent) of Ownership Interest as set forth in Article VIT above. This method of voting shall be determinative of whether to rebuild, repair, restore or sell the property in the event of damage or destruction of all or part of the property shall be in accordance with the provisions of Chapter 499B of the Code of Iowa, this Declaration and Article VII of the Bylaws of the Council of Co -Owners of LEARNING CAMPUS CONDOMINIUMS, attached hereto, marked Exhibit "B" and by this reference made a part hereof. All agreements and determinations lawfully made by the Council shall be deemed to be binding on all Owners of Units, their tenants, successors, heirs, or assigns. Notwithstanding anything herein to the contrary, until such time as Declarant has sold the last Unit owned by Declarant, in addition to the voting rights established herein and in the Bylaws, Declarant shall have the right to veto any action otherwise approved by the Council. ARTICLE IX DECLARANT'S RESERVED RIGHTS AND POWERS Declarant is irrevocably and perpetually empowered to sell, lease or rent any Units then owned by Declarant, to any person and any owner or tenant shall have the right to occupy such Unit pursuant to the applicable city or county ordinances. Use of the premises shall at all times be conducted in accordance with all federal, state and other municipal statutes, rules, ordinances, orders, requirements, or regulations specifically including but not limited to zoning ordinances and regulations of the applicable city or county. Declarant also reserves the right to combine or subdivide the remaining Units that have not been sold or leased and the right to subdivide common areas up to the point in time that the Declarant no longer has an interest in LEARNING CAMPUS CONDOMINIUMS. Page 8 of 17 ARTICLE X MANAGEMENT OF THE REGIME The operation of the condominium shall be by the Council of Co -Owners of LEARNING CAMPUS CONDOMINIUMS. A copy of the Bylaws of said Council is attached hereto as Exhibit "B." Whenever a vote or other action of Unit Owners as a group is required, the mechanics of conducting such a vote or taking such action shall be under the control and supervision of the Council. The action of the Council shall constitute the action of the Owners whenever such action is permitted or required herein or by Chapter 499B of the Code of Iowa, as amended. All Owners, tenants, and other persons using or occupying the regime shall be bound by and strictly comply with the provisions of the Bylaws and applicable provisions of the condominium documents and all agreements, regulations and determinations lawfully made by the Council and shall be binding on all such Owners and other persons. A failure to comply with the Bylaws or the provisions of the other condominium documents or any agreement or determination thus lawfully made shall be grounds for an action to recover sums due for damages on the part of the Council or any other Owner as applicable and any mandatory or other injunctive relief without waiving either remedy. Each Owner agrees that the Council has and shrill exercise all powers, rights, and authority granted unto it by Chapter 499B, Code of Iowa, as amended, and such as are more particularly set forth in the condominium documents, including but not limited to the making of assessments chargeable to the Owners and to pursue collection of any assessments that remain unpaid thirty (30) days after the due date thereof. The Council shall be entitled to recover the amount of the unpaid assessment plus interest at the rate of 9% per annum from the due date and any reasonable attorneys' fees incurred by the Council in collection of the assessment. All Unit Owners, with the exception of the Declarant, shall be deemed to have waived all rights of partition, unless such partition is agreed to by the Council. The members of the Council shall consist of all the record Owners of the units with LEARNING CAMPUS CONDOMINIUMS. After receiving the approval of the Council, change of membership in the Council shall be established by recording in the public records of Dubuque County, Iowa, a (iced or other instrument establishing a record title to a Unit in LEARNING CAMPUS CONDOMINIUMS. The membership of the prior Owner shall be thereby terminated. Each Unit shall be entitled to cast its votes in the affairs of the Council and votes shall be counted based on each Owner's percentage ownership as described in Article VII. All Owners shall promptly discharge any lien, except for a mortgage, which may hereafter be riled against their Condominium Units. If a lien is contested by an Owner, and such Owner takes steps to eliminate the lien through contest, Owner shall be considered to be in accordance with this provision. No diminution or abatement of common expense assessments shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements of the Page 9 of 17 common elements or from any action taken to comply with any law, ordinance or orders of a governmental authority. Every member of the Council shall be indemnified by the Council against all expenses and liabilities, including attorney's fees, reasonably incurred by or imposed upon the member in connection with any proceeding to which the member may be a party, or in which the member may become involved, by reason of the member being or having been a member of the Council, or any settlement thereof, whether or not he is a member at the time such expenses are incurred, except in such cases wherein the member is adjudged guilty of willful misfeasance or malfeasance in the performance of the member's duties; provided that in the event or a settlement, the indemnification herein shall apply only when the Council approves such settlement and reimbursement as being for the best interests of the Council. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which such a member may be entitled. ARTICLE XI MAINTENANCE, ALTERATION AND IMPROVEMENT Definitions. Certain terms used in this Article shall mean as follows, provided any dispute over the characterization of work within one of the following definitions shall be conclusively decided by the Council. (a) "Maintenance" or "repair" shall mean the aet of maintaining, restoration, renovation, reconstruction, replacement, rebuilding and similar work necessary to preserve a Unit of the property in its original condition as completed. (b) "Improvement" shall mean the addition of a new structure element or facility, other than a structure, element or facility otherwise provided for by this Declaration or any Supplementary Declaration. Maintenance by Council. (a) The Council shall maintain all general common elements and shall make assessments therefore as a common expense except where maintenance has been specifically made the responsibility of each Condominium Unit. For purposes of clarity, any unit that benefits from a limited common element shall be responsible for the maintenance of such limited common elements at such Owner's expense. (b) The Council shall repair incidental damage caused to a Unit through maintenance by the Council and shall assess the cost thereof as a common expense. (c) If a Condominium Unit Owner defaults on his responsibilities of maintenance, the Council shall assume such responsibilities and Page 10 of 17 shall assess the cost thereof against the Unit of such Owner and such assessment shall be collectible as if it were an assessment for common expense. (d) The Council may, in its discretion, assume responsibility for any maintenance project which requires reconstruction, repair, rebuilding, conservation, restoration or similar work to more than one Unit and the cost thereof may be in the discretion of the Council either assessed against each Unit on which such costs were incurred or assessed against all Units as a common expense according to the circumstances. (e) The common portions of the geothermal system, including the well, line and tank that feed the heating system, electrical system and plumbing system (the "Systems") are shared among the Condominium Units and maintenance, repair or replacement of such systems or component parts thereof shall be deemed a common expense and paid by the Council. Provided, however, that if any System is exclusive to a Unit or Units, the maintenance, repair or replacement of any elements of such a System shall be the responsibility of the Unit or Units that benefit from that System. In addition, if any maintenance, repair or replacement relates to an issue with a System component that is exclusive to a particular Unit, that Unit Owner shall be responsible for the cost thereof. For example, if a sink is not draining in one Unit and the cause originates in the Unit, that Unit Owner is responsible for any costs to address the issue. However, if the cause originates in the water and drainage distribution lines, then any costs to address such issue shall be deemed a common expense and paid by the Council. Maintenance by Owner. (a) Each Condominium Unit Owner at its own expense shall maintain the interior, including the boundary surfaces, of such Units and its equipment, shall keep such interior in a clean and sanitary condition, shall do all redecorating, painting and other finishing which may at any time be necessary to maintain its Unit, and shall be responsible for the maintenance of all personalty including carpets, furnishing, equipment and appliances within such Unit. (b) The Owner of each Unit shall be responsible for maintaining, repairing or replacing any plumbing fixture located within the boundaries of its Unit and any portions of the HVAC system that services only the Unit of the Owner. The Owner shall also, at its own expense, keep in a clean and sanitary condition the Owner's Unit and any storage place which is for the exclusive use of such Unit. Page 11 of 17 (c) The Unit Owner shall maintain, at its expense, any improvement or other alteration made by the Unit Owner. (d) The Owner of each Unit shall promptly report to the Council any defects or other maintenance needs which are the responsibility of the Council. (e) The Owner of a Unit that benefits from a limited common element shall be responsible for the maintenance, repair and replacement of such limited common element and costs thereof. No Unit Owner shall make or permit to be made any structural alteration to a Unit without first obtaining written consent of the Council (which consent may be given by a general rule or regulation and which consent shall not be unreasonably withheld, conditioned, or delayed) which shall determine the proper insurance of such improvement or other alteration, and the effect of such improvement or alteration on insurance of other property of the regime, and which shall arrange with such Unit Owner for the payment of the cost of any additional insurance thereby required. Alterations to the exterior of any Unit or common element shall not be made if, in the opinion of the Council's architect or engineer, such alteration would negatively impact the structural integrity of the Building as a whole. Such Owner shall not act or do work which will impair the structural soundness or integrity of the Unit or safety of the property or impair any easement. The improvement or alteration of a Unit shall cause no increase or decrease in the number of ownership interests appurtenant to such Unit. Whenever in the judgment of the Council the common elements shall require additions, alterations or improvements costing in excess of $1,000.00, and the making of such additions, alterations or improvements shall have been approved by owners representing a majority of the total votes to all Units in the condominium as shown in Article VII, the Council shall proceed with such additions, alterations or improvements and shall assess all Unit Owners for the cost thereof as a common charge. Any addition, alterations, or improvements costing $1,000.00 or less may be made by the Council without approval of the Unit Owners, and the cost thereof shall constitute part of the common expenses. ARTICLE XII INSURANCE AND CASUALTY Each Owner shall carry fire and extended insurance coverage on its Unit and any limited common elements that solely benefit its Unit in an amount equal to 100 percent of the fall replacement value of its Unit and assigned limited common elements. In addition, and including the jointly owned property, if Unit Owners mutually agree (as evidenced by Owners' purchase of a joint policy in this regard), such insurance shall include coverage for all individually owned property including, but not limited to, interior walls, partitions, carpeting, fixtures and similar such property. Owner shall also maintain comprehensive general liability insurance in amounts not less than $1,000,000.00 for bodily injury to any one person, $1,000,000.00 bodily injury as a result of any one occurrence and $2,000,000.00 in aggregate and $1,000,000.00 property damage. Owner's obligation to provide insurance coverage for 100 percent of the full replacement value of the Unit and to maintain comprehensive general liability insurance in the amounts stated (or Page 12 of 17 revised amounts, as determined by the Council from time to time) shall remain in effect as long as Owner has an ownership interest in LEARNING CAMPUS CONDOMINIUMS. Such policies shall include mutual waiver of subrogation for general liability and workers' compensation insurance. Insurance coverage for the general common elements will be the responsibility of the Council of Co -Owners. Premiums for such insurance shall be assessed to each unit owner on a pro rata division according to the Owner's percentage interest in the LEARNING CAMPUS CONDOMINIUMS and billed as a common expense. The Council of Co -Owners insurance shall include comprehensive general liability coverage in amounts not less than $1,000,000.00 for bodily injury to any one person, $1,000,000.00 bodily injury as a result of any one occurrence and $2,000,000.00 in aggregate and $1,000,000.00 property damage. Such insurance shall also include coverage for 100 percent of the full replacement value of the common elements and parking and drive areas. The Council may also obtain director's and officer's liability coverage in amounts determined by the Council. ARTICLE XIII TERMINATION (a) The condominiumization of LEARNING CAMPUS CONDOMINIUMS may be terminated in the following manner in addition to the manner provided by the Horizontal Property Act: (1) Destruction. In the event it is determined, in the manner elsewhere provided, that the building shall not be reconstructed because of major damage, the condominium plan of ownership will be thereby terminated in compliance with the provisions of Section 49913.8 of the Code of Iowa, as amended. (2) Agreement. The condominium may be terminated at any time by the approval in writing of all of the Owners of the condominium and by holders of all liens affecting any of the Units by filing an instrument to that effect, duly recorded, as provided in Section 49913.8 of the Code of Iowa, as amended. It shall be the duty of every Unit Owner and his respective lien holder to execute and deliver such instrument and to perform all acts in a manner and form that may be necessary to effect the sale of the project when at a meeting duly convened of the Council, the Owners of at least sixty-seven percent (67%) of the voting power, and all record Owners of mortgages upon Units in the regime, sell the project. (3) Certificate. The termination of the condominium in either of the foregoing manners shall be evidenced by a certificate signed by all of the Owners and the respective holders of all liens affecting their interest in the condominium, certifying as to the facts effecting the termination, which certificate shall become effective upon being Page 13 of 17 recorded in the office of the Dubuque County Recorder in Dubuque, Iowa. (b) After termination of the condominium, the project will be held as follows: (1) The property shall be deemed to be owned in common by the Owners; (2) The undivided interest in the property owned in common which shall appertain to each Unit Owner shall be the percentage of undivided interest previously owned by such Owner in the common area and facilities; (3) Any liens affecting any of the condominiums shall be deemed to be transferred in accordance with the existing priorities to the undivided interest of the Owner in the property; and (4) After termination, all funds held by the Council, together with the net proceeds of the insurance on the property, if any, shall be considered as one fund and shall be divided among all the Owners in a percentage equal to the percentage of undivided interest owned by each Owner in the common elements; after first paying out of the respective shares of the Owners, to the extent sufficient for the purposes, all liens on the undivided interest in the property owned by each Owner. (c) Following termination, the property may be partitioned and sold upon the application of any Owner. If the Council following a termination, by a vote of Owners representing not less than Fifty -One percent (51 %) of the voting power, determines to accept an offer for the sale of the property, each Owner shall be bound to execute such deed and other documents reasonably required to effect such sale at such times and in such forms as the Council directs. In such event, any action for partition or other division of the property shall be held in abeyance pending such sale, and upon the consummation thereof shall be discontinued by all parties thereto. Any such sale refers to the improvements on the real estate only and is not intended to convey fee ownership interest in the underlying real estate. ARTICLE XIV AMENDMENTS AND MISCELLANEOUS Except as otherwise provided in this Declaration, this Declaration may be amended, and such amendment shall be made in the following manner: (a) Notice. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered. Holders of a first mortgage of record shall receive notice of such proposed amendment as provided in the Bylaws of the Council. Page 14 of 17 (b) Resolution. A resolution to adopt an amendment may be proposed by either the Council or by any Owner. Except as provided elsewhere, the resolution most be adopted by a vote of Owners representing not less than sixty-seven percent (67%) of the voting power, in person or by proxy; provided, however, no amendment effecting a substantial change in this Declaration or the Bylaws shall affect the rights of the holder of any such mortgage recorded prior to recordation of such amendment who does not join in the execution thereof and who does not approve said amendment in writing. (c) Bylaws. In the case of an amendment to this Declaration by reason of an amendment to the Bylaws, then in the manner specified in Article IX of such Bylaws. (d) Execution and Recording. An amendment adopted pursuant to (b) or (c) above shall be executed by an individual specifically delegated to do so with the formalities required by Chapter 499B of the Code of Iowa, as amended. Upon the recordation of such instrument in the office of the Dubuque County Recorder, the same shall be effective against any person owning an interest in a Unit or the regime. No amendment shall change the percentage of ownership in the common elements appurtenant to a Unit, nor increase the Owner's share of the common expenses, unless the record Owner of the Unit concerned and all record owners of mortgages thereon shall affirmatively join in the adoption of such amendment. ARTICLE XV CONFLICTS Any provision of this Declaration or any of the exhibits attached hereto, or any section, sentence, clause, phase or word, or the application thereof, or any circumstance, be it judicially held in conflict with the laws of the State of Iowa, then the remainder of this Declaration and the exhibits attached hereto and the application of'any such provision, section, sentence, clause, phrase or word and other circumstances shall not be affected thereby. ARTICLE XVI COMPLIANCE This Declaration has been submitted to the City of Dubuque, Iowa and attached hereto as Exhibit "C" is the Letter of Compliance, indicating that the property substantially complies with the City of Dubuque Building Codes. ARTICLE XVI RIGHT OF FIRST OFFER In the event any Unit Owner desires to sell a Unit, the Unit Owner shall first notify the other Unit Owners of the seller's intent to negotiate a sale. The Offer price shall be the higher of either (a) the appraised value, or (b) the price determined by taking the amount the selling Unit Page 15 of 17 Owner originally paid for that Unit and adjusting that value using the monthly (non -seasonally adjusted) Consumer Price Index for all Urban Consumers (CPT-U) for all items in the Midwest. Regarding the appraisal, the Unit Owners shall agree upon an appraiser to conduct a fair market appraisal of the Unit to be offered for sale. Once the appraisal is complete, the selling Unit owner shall send notice to the other Unit Owners of their option to purchase the Unit at the Offer price (i.e., the higher of appraisal or CPI-UThe other Unit Owners shall then have thirty (30) days from the date of receipt of notice of the offer price in which to elect to purchase the Property by providing a written notice of its intent to purchase to the selling Unit Owner. The first Unit Owner to respond to the selling Unit Owner's offer shall be entitled to purchase the Unit. The seller shall provide an abstract of title providing that seller has marketable title to the Unit pursuant to Iowa law and Iowa's Land Title Standards. The transaction shall close as soon as reasonably practicable, but no later than 120 days of the date of effective exercise of the Right and the seller shall convey the Unit free and clear of all liens and encumbrances except those related to the Condominium regime and easements of record. If the selling Unit owner does not receive notice of any other Unit Owner's intent to purchase its Unit then the selling Unit Owner may freely market its Unit for sale or lease unencumbered by this provision. IN WITNESS WHEREOF, signed effective this Dubuque County, Iowa. DUBUQUE CHILDCARE COLLABORATIVE, LLC By: Dubuque Initiatives, Its Sole Member 0 Its President STATE OF IOWA ) COUNTY OF DUBUQUE ) ss: On this day of day of 2023 at 2023, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared , to me personally known, who, being by me duly sworn, did say that he is the President of Dubuque Initiatives, the sole member of Dubuque Childcare Collaborative, LLC, an Iowa limited liability company, executing the foregoing instrument; that the instrument was signed on behalf of the company by authority of the company; and the company acknowledges the execution of the instrument to be the voluntary act and deed of the company, by it and by the President voluntarily executed. Notary Public in and for State of Iowa Page 16 of 17 EXHIBITS A. Floor Plan B. Bylaws C. City of Dubuque Certificate of Occupancy D. Drawing showing location of building in reference to lot lines. Page 17 of 17 Prepared By and Return to: 1). flint Drake, 300 Main St., Suite 323 , Dubuque, 1A 52003 (563) 582-2000 BYLAWS OF "rnE COUNCIL OF CO -OWNERS OF LEARNING CAMPUS CONDOMINIUMS A HORIZONTAL PROPERTY REGIME (CONDOMINIUM) ARTICLE I Condorniniun' Plan of Unit Ownership ARTICLE 1:I. Voting, Majority of Owners, Quorum .ARTICLE III Administration ARTICLE IV Officers ARTICLE V Obligation of the Owners ARTICLE VI Insurance ARTICLE VII Reconstruction/Repair of Casualty Damage .ARTICLE VIII Mortgagees ARTICLE IX Amendments ARTICLE X :Default ARTICLE XI Assignment/Sublease ARTICLE XII Compliance and Severability AR,rICLE I. Condominium Plan of Unit Ownership Section 1. Unit Ownership. The property located at 7900 Chavenelle Road, Dubuque, Iowa, known as LEARNING CAMPUS CONDOMINIUMS is submitted to the 1-lorizontal Property Regime (Condominium) established by Chapter 499B of the Code of Iowa. Section 2. Applicability of Bylaws. The provisions of these Bylaws are applicable to the property. The term "property" as used herein shall include both the land and the building located thereon. Section 3. Personal Application. All present or fixture owners, tenants, 'future tenants, or their employees, or any other person that might use the facilities of the condominium in any manner, are subject to the regulations set forth in these Bylaws. The mere acquisition or rental of any of the Units of the condominium or the mere act of occupancy of any of said Units will signify that these Bylaws are accepted, ratified and will be complied with. ARTICLE 11. Voting, Majority of Owners, Quorum, Proxies Section 1. Voting. Voting shall be on the basis of one vote per one percent (.l%) (and a fractional vote for each fraction of a percent) of Ownership Interest as set forth in Article VA of the Condominium Declaration, meaning that there shall be one hundred (100) total votes. See Declaration of Submission of Property to Horizontal Regime, Article VII, Ownership Interest. Notwithstanding anything herein to the contrary, until such time as Dubuque Childcare Collaborative, LLC has sold the last Unit owned by that entity, in addition to the voting rights established herein and in the Bylaws, Dubuque Childcarc Collaborative, LLC shall have the right to veto any action otherwise approved by the Council. Section 2. Majority of Owners. As used in these Bylaws, the term "majority of owners" shall mean those owners holding fifty-one percent (51%) of the votes as provided in this Article 11, Section 1 above. Section 3. Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of a "majority of owners" as defined in Section 2 of this Article shall constitute a quorum. Section 4. Proxies. Any votes to be held in person may be cast by proxy. Proxies must be filed with the Secretary before the appointed time of caeh meeting. ARTICLE II1. Administration Section 1. Responsibilities of the Council of Co -Owners. Each condominium unit will have one seat on the Council of Co -Owners of LEARNING CAMPUS CONDOMINIUMS (hereinafter referred to as "Council"). Such seat must be tilled by an owner, or in the case of a corporate or partnership owner, a duly -appointed representative of the owner shall sit on the Council. The Council will have the responsibility of administering the property, approving the annual budget, establishing and collecting monthly assessments and arranging for the management of the property. Except as otherwise provided, decisions and resolutions of the Council shall require approval by a majority of owners, as said term is defined in Section 2 of Article I1 of these Bylaws, provided, however, that in the event the Council reaches an impasse or is deadlocked on any issue concerning the administration of the condominium, the course of action to be pursued shall be determined by the Property Manager, if any. If there is no Property Manager, then the Unit Owners, by a vote as provided in these bylaws, shall select an appropriate third party with expertise in the area of dispute and such third party shall act as arbitrator thereof and his or her decision on the issue shall be final and binding on all of the members of the Council. Section 2. Place of Meeting. Meetings of the Council shall be held in the Common space of the Condominiums or such other suitable place convenient to the owners as may be designated by the President. Section 3. Organizational Meeting. An organizational meeting of the Council for the purpose of electing officers to act until the first annual meeting shall be held no later than December 31, 2023 in Dubuque, Iowa. Notice of said meeting, if not waived, shall be given to the owners by the Declarant, (as defined in the Declaration), as provided in Article 11T, Section 6. In addition to electing officers at the organizational meeting, the Council may also transact such other business as may properly come before them, including the question of whether to incorporate the Council of Co -Owners. Section 4. Annual Meetings. The first annual meeting of the Council shall be held on or before December 31, 2023, or as soon thereafter as practical. Thereafter, the annual meeting of the Council shall be held on the first Monday of March of each succeeding year. At such meetings officers of the Council shall be elected by ballot of the owners, in accordance with the requirements of Article IV of these Bylaws. The owners may also transact such other business of the Council as may properly come before them at the annual meeting. Section S. Special Meetings. Upon presentation to the Secretary of a petition signet{ by a majority of the owners as said term is defined in Section 2, Article 11, it shall be the duty of the President to call a special meeting of the Council. The notice of any such special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of Fifty -One percent (51%) of the owners. Section 6. Notice of Meetings. It shall be the duty of the Secretary or the Secretary's designate to mail a Notice of each annual meeting or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each owner of record, at least ten (10) but 4 not more than thirty (30) days prior to such meeting. The mailing of a Notice in the manner provided in this Section shall be considered notice served. Section 7. Waiver of Notice. Before or at any meeting of the Council, any owner may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by an owner at any meeting of the Council shall be a waiver of notice by that owner of the time and place thereof. If all the owners are present at any meeting of the Council, no notice shall be required and any business may be transacted at such meeting. Section 8. Adjourned Meetings. If any meetings of owners cannot be organized because a quorum has not attended, the owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than twenty-four (24) hours nor more than one (1) week from the time the original meeting was called. Section 9. Order of Business. The order of business at all amoral meetings of the Council shall be as follows: (a) Roll call. (b) Proof of Notice of Meeting or Waiver of Notice. (c) Reading of minutes of preceding meeting. (d) Reports of officers. (e) Reports of committees. (t) Election of officers. (g) Unfinished business. (h) New business. Section 10. Conduct of Business Without a Meeting. Ordinary business and decisions and resolutions of the Council may be conducted and put into effect without a formal meeting of the Council provided the full particulars of the item of business or the decision or resolution is reduced to writing, signed by a majority of the owners as defined in Article II, Section 2, hereof, and filed with the Secretary of the Council, who shall keep said writing with the minutes of the meetings of the Council. Section 11. Powers and Duties. The Council shall have the powers and duties necessary for the administration of all of the affairs of LEARNING CAMPUS CONDOMINIUMS and may do all such acts and things which are not otherwise prohibited by law, the Declaration, or these Bylaws. Section 12. Other Duties. In addition to duties imposed by these Bylaws, the Council shall be responsible for the following: (a) Care, upkeep, and surveillance of the property and the general common elements and facilities. (b) Collection and monthly assessments from the owners. (c) Designation and dismissal maintenance and operation elements and facilities. of the personnel necessary for the of the property, the general common Section 13. Management Agent. The Council may employ a management agent at a compensation established by the Council to perform such duties and services as the Council shall authorize including, but not limited to, the duties listed in Section 12 of this Article. Employment of such management agent shall be done only through approval by a majority of owners as said term is defined in Section 2 of Article II of these Bylaws. Section 14. Fidelity Bonds. The owners may require that any officers, assistant officers or employees of the Council handling or responsible for Council funds shall fiunish adequate fidelity bonds. The premiums on such bonds, if required, shall be paid by the Council. ARTICLE IV Officers Section 1. Election of Officers. The officers of the Council shall be elected annually by the Council of Co -Owners at the annual meeting and shall hold office at the pleasure of the Council. Section 2. Designation. The principal officers of the Council shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by and be themselves members of the Council and shall serve as such officers without compensation. Any member of the Council may at the same time hold the positions of any two officers, except President and Vice President. The Council may appoint an assistant treasurer, and an assistant secretary, who need not be themselves members of the Council if in the judgment of the members of the Council, they deem same to be necessary and may provide for payment of compensation to an assistant treasurer or an assistant secretary. Section 3. Removal of Officers. Upon an affirmative vote of a majority of the members of the Council, any officer or an assistant thereto, may be removed, either with or without cause, and a successor elected at any regular meeting of the Council, or at any meeting of the Council called for such purpose. 6 Section 4. President. The President shall be the chief executive officer of the Council. He or she shall preside mall meetings of the Council. He or she shall have all of the general powers and duties which are usually vested in the office of president of a council, including but not limited to the power to appoint committees from among the owners from time to time as he or site may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Council. He or she shall be an ex-offieio member of all standing committees. Section 5. Vice President. The Vice President shall take the place of the president and perform his or her duties whenever the president shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Council of Co -Owners shall appoint some other member of the Council to act on an interim basis. The Vice President shall also perform such other duties as from time to time shall be imposed upon him or her by the Council of Co -Owners. Section 6. Sem•etarv. The Secretary shall keep the minutes of all meetings of the Council of Co -owners; he or she shall have charge of such books and papers as the Council of Co -Owners may direct; and he or she shall, in general, perform all the duties incident to the office of Secretary. Section 7. Treasurer. The Treasurer shall have responsibility for Council funds and securities and shall be responsible for keeping fill and accurate accounts of all receipts and disbursements in books belonging to the Council. He or she shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Council in such depositories as may from time to time be designated by the Council. Determinations of the amount of funds to be expended with respect to the real property shall be made consistent with the terms of a Property Management Agreement in place with a third party manager, if any. If there is no Property Manager, expenditures of funds of the Council up to the sum of $1,000.00 for any one time may be made by the Treasurer without prior approval of the Council; however, an expenditure exceeding the sum Of $1,000.00 must have the approval of a majority of Clio Council. ARTICLE V. Obligations of the Owners Section 1. Assessments. All owners are obligated to pay monthly assessments imposed by the Council to meet all property communal expenses. The assessments shall be made pro rata according to the percentage assigned to the Unit in the Declaration. Such assessments shall include monthly payments to a general operating reserve find, part of which may be allocated to a reserve fund for contingencies. Such amount shall be determined by the Council. Each owner will voluntarily pay said monthly assessment to the Treasurer or his designate not later than the loth of each month and upon failure to do so, such owner shall be subject to the provisions of Section 49913. 1.7 of the Code of Iowa dealing with collection of common expense assessed by the Council. All owners shall pay the real property taxes and special assessments which will be levied on their respective Units under the provisions of Section 499I3. I I of the Code of Iowa before they become delinquent. General common elements and limited common elements insurance premiums shall be assessed as a common expense to the unit owners, in accordance with the Declaration, and Article VI of these Bylaws. Section 2. Utilities. All utilities such as water, gas and electricity used in each Unit as well as all meters, submeters, connections and extension of utility lines from the central location of such utilities in the building shall be paid by the Owners. Each Owner shall pay monthly to the Declarant or directly to the utility provider, as the case may be, its proportionate share of the total gas, water and electric bills based upon the usage as determined by the submeters or as otherwise agreed by the Owners. If utilities are separately metered for each Unit, the applicable Unit Owner shall pay directly to the utility any bill for service to such Unit. Section 3. Maintenance and Repair. (a) Every owner must perform promptly all maintenance, repair and replacement work to facilities or installations serving Owner's Unit which are not part of the general common elements and facilities. The unit owner will be responsible for the damages and liabilities to the property in its entirety or in a part belonging to other Owners for failure to promptly perform such repairs. (b) The electrical system and plumbing system (the "Systems") are shared among the Condominium Units and maintenance, repair or replacement of such systems or component parts thereof shall be deemed a common expense and paid by the Council. provided, however, that if any System is exclusive to a Unit or Units, the maintenance, repair or replacement of any elements of such a System shall be the responsibility of the Unit or Units that benefit from that System. In addition, if any maintenance, repair or replacement relates to an issue with a System component that is exclusive to a particular Unit, that Unit Owner shall be responsible for the cost thereof. For example, if a sink is not draining in one Unit and the cause originates in the Unit, that Unit Owner is responsible for any costs to address the issue. However, if the cause originates in the water and drainage distribution lines, then any costs to address such issue shall be deemed a common expense and paid by the Council. (c) An owner shall reimburse the Council for any expenditures incurred in repairing or replacing any common area and facility damaged through Owner's fault. (d) The Council shall promptly perform all maintenance, repair and replacement of the general common elements and facilities, including the electrical system and the plumbing system, as well as all parking stalls and driveways, and the cost thereof shall be assessed to the unit Owners. Section 4 Use of Units -Internal Changes. (a) All units will be utilized only for purposes authorized by applicable zoning and these bylaws. (b) An owner shall not make structural modifications or alterations in his unit or installations therein without previously notifying the Council in writing, through the management agent, if any, or through the President of the Council of Co - Owners, if no management agent is employed. The Council shall have the obligation to answer within ten (10) clays and failure to do so within the stipulated time shall mean that there is no objection to the proposed modification or alteration. (c) Unless and until approved by a majority vote of the Owners as provided in Article 11 above, no Unit shall be used for any use except: childcare, pre-school, city and Public Salety Answering Point ("PSAP") (dispatch), IT services or other uses by local government or school entities. Section 5. Right of Entry. (a) An Owner shall grant the right of entry to the management agent or to any other person authorized by the Council of Co -Owners in case of any emergency originating in or threatening Owner' s unit, or a neighboring unit, whether the Owner is present at the time or not. (b) An Owner shall permit other Owners, or their representatives, when so required, to enter Owner's Unit for the purpose of performing installations, alterations or repairs of the mechanical or electrical services, provided that requests for entry are made in advance ,aid that such entry is at a time convenient to the Owner. In case of an emergency, such right of entry shall be immediate. Section 6. Rules of Conduct and Regulations. (a) The sidewalks, entrances, passages, vestibules, stairways, corridors and halls must not be obstructed or encumbered or used for any purpose other than ingress and egress to and from the premises. (b) No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any unit owner on any part of the outside or inside of the building without the written consent of the Council of Co -Owners. (c) No awnings or other projections shall be attached to the outside walls of the building, and no blinds, shades or screens shall be attached, hung, or used in connection with any window or door of the building without the prior written consent of the Council of Co -Owners. (d) No animals, except service and law enforcement animals, shall be permitted upon the property without the consent of the Council of Co -Owners. (c) No communication or other installation shall be made without the written consent of the Council of Co -Owners and no such installation may interfere with the operations or communications of any other Owner. Any installation crected on the roof or exterior of the building without the written consent of the Council of Co - Owners is liable to removal without notice. (f) No unit owner or lessee shall perform or cause to be performed any construction work of any kind, except interior construction upon each Unit, without the consent of the Council of Co -Owners. All interior construction shall be installed in a commercially reasonable manner which shall not affect in any manner the use, occupancy and enjoyment of any other Unit. ARTICLE VI. Insurance All unit owners shall provide insurance for their real and personal property in accordance with the Declaration. Insurance on general common elements and the parking stalls and driveways will be provided by the Council, and premiums will be assessed pro rata to each unit owner according to each owner's interest percentage as indicated in the Declaration, Article VII. Limited common elements and approved satellites, communication towers, or generators outside the structure of the building will be insured by the Owner of the Unit to which such items are appurtenant. ARTICLE VII. Reconstruction or Repair of Casualty Damage If any of the general common elements and facilities of this Regime, including the parking stalls and driveways, shall be damaged by casualty, the determination of whether or not to reconstruct or repair the same shall be made as follows: Section 1. Except as hereafter provided, damage to or destruction of the building and/or the general common elements shall be promptly repaired and reconstructed by the Council of Co - Owners, using the proceeds of the unit owner's required insurance policies on the building for that purpose, and any deficiency shall constitute and be charged as common expenses; provided, however, that if three -fourths (3/4) or more of the building is destroyed or substantially damaged and owners representing fifty-one percent (51%) or more of the total percentage assigned to all Units in the condominium as shown in the Declaration, do not duly and promptly resolve to proceed with repair and restoration, then and in that event the property or so much thereof as shall remain, shall be subject to an action for partition at the suit of any unit owner or lienor as if owned 10 in common, in which event the net proceeds of the sale, together with the net proceeds of insurance on common elements, shall be considered as one fund and shall be divided among all the Unit owners and their mortgagees, as provided in Article XIII, Section (b)(4) of the Declaration. Section 2. Any such reconstruction or repair shall be substantially in accordance with the plans for the building. Section 3. Encroachments upon or in favor of Units which may be created as a result of such reconstruction or repair shall not constitute a claim or basis of a proceeding or action by the Unit owner upon whose property such encroachment exists, provided that such reconstruction was either substantially in accordance with the plans or as the building was originally constructed. Such encroachment shall be allowed to continue in existence for so long as the building stands. Section 4. If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction and repair by the Council (including the aforesaid fees and premiums, if any) assessment shall be made against the Unit owners in sufficient amounts to provide funds to pay the estimated costs. If at any time dining reconstruction and repair, or upon completion of reconstruction and repair, the funds for the payment of the costs thereof are insufficient, assessment shall be made against the Unit owners in sufficient amounts to provide finds for the payment of such costs. Section S. If no action is taken by the Council of Co -Owners determining whether to repair, reconstruct or rebuild the building within thirty (30) days of damage or destruction to all or part of the property, the property will be disposed of in accordance with Iowa Code Section 499B.16. In the event such disposition would occur, property refers to the improvements on the real estate only and is not intended to include any ownership interest in the underlying real estate. ARTICLE Vill. Mortgagees Section L Notice to Council. An owner who mortgages his Unit shall notify the Council through the management agent, if any, or the President of the Council of Co -Owners in the event there is no management agent of the name and address of his mortgagee; and the Council shall maintain such information in a book entitled "Mortgagees of Units". Section 2. Notice of Unpaid Assessments. The Council shall, at the request of a mortgagee of a Unit, report any unpaid assessments due from the owner of such Unit. ARTICLE; IX. Amendments These Bylaws may be amended by the Council at a duly constituted meeting for such purpose by the affirmative vote of sixty-seven percent (67%) of the total votes of Unit Owners as shown in the Declaration and as provided in Article II above, and as soon thereafter as 11 reasonably possible, shall be duly recorded in the Dubuque County Recorder' s office as an amendment to these Bylaws and the foregoing Declaration of Establishment of a Horizontal Property regime (Condominium) to be known as LEARNING CAMPUS CONDOMINIUMS. ARTICLE X. Default Each owner shall be governed by and comply with the terms of the Declaration, all exhibits attached thereto and with any amendments that might be passed from time to time. A default shall entitle the Council and any other owner to the following relief. (a) Legal Proceeding, Failure to comply with any of the terms and conditions of the Declaration and the exhibits attached thereto shall be ground for relief which may include, without intending to limit same, an action to recover sums due for damages, injunctive relief, foreclosure of lien, or any combination thereof, and which relief may be sought by the Council or if appropriate, by an aggrieved owner. (b) All owners shall be liable for the expense of any maintenance, repair or replacement rendered necessary by his act, neglect, or carelessness or by any guest, employce, invitce, agent or lessee. Such liability shall include any increase in fire insurance rates of other unit owners or the Council occasioned by use, misuse, occupancy or abandonment of any Unit or its appurtenances. Nothing herein contained, however, shall be construed so as to modify any waiver by insurance companies of rights of subrogation. (c) Costs and Attorneys' Fees, In any proceeding arising because of all alleged default by an owner, the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorneys' fees as may be determined by the Court. (d) No Waiver of Rights. The failure of the Council or an owner to enforce any right, provision, covenant or condition which may be granted by the Declaration or any exhibits attached hereto shall not constitute a waiver of the right of the Council or an owner to enforce such right, provision, covenant or condition in the future. (e) All rights, remedies and privileges granted to the Council or an owner pursuant to any terms, provisions, covenants or conditions of the Declaration or any exhibits attached hereto shall be deemed to be cumulative and the exercise of any one or more shall not be deemed to constitute an election of remedies nor shall it preclude the party thus exercising same from exercising such and other additional rights, remedies and privileges as may be granted to such party by the Declaration and exhibits attached thereto or at law or in equity. 12 ARTICLE XI. Assn nment/Sublease The owner of any unit may lease or assign any interest therein to an individual, partnership, limited liability company or corporation as long as the use of the property by an owner, an assignee, or a tenant of an owner is at all times conducted in accordance with all federal, state and other municipal statutes, riles, orders, ordinances, requirements or regulations including but not limited to zoning ordinances and regulations of the City of Dubuque, Iowa and consistent with the use restrictions herein. Notwithstanding the foregoing this assignment/sublease provision is subject to the prior written consent to the lease or assignment by the council of co -owners (determined by a majority vote of the votes of all of the Unit Owners). ARTICLE XII. Compliance and Severability These Bylaws are set forth to comply with the requirements of Chapter 499B of the Code of Iowa. In case any of these Bylaws conflict with the provisions of said statute or any other rule of law, it is hereby agreed and accepted that the provisions of the statute or law will apply and Bylaws conflicting therewith shall be deemed inoperative and null and void without invalidating the remaining Bylaws. ARTICLE XIII Right of Fast Offer In the event any Unit Owner desires to sell a Unit, the Unit Owner shall first notify the other Unit Owners of the seller's intent to negotiate a sale. The Offer price shall be the higher of either (a) the appraised value, or (b) the price determined by taking the amount the selling Unit Owner originally paid for that Unit and adjusting that value using the monthly (non -seasonally adjusted) Consumer Price Index for all Urban Consumers (CPT-U) for all items in the Midwest. Regarding the appraisal, the Unit Owners shall agree upon an appraiser to conduct it fair market appraisal of the Unit to be offered for sale. Once the appraisal is complete, the selling Unit owner shall send notice to the other Unit Owners of their option to purchase the Unit at the Offer price (i.e., the higher of appraisal or CPI-U). The other Unit Owners shall then have thirty (30) days from the date of receipt of notice of the offer price in which to elect to purchase the Property by providing a written notice of its intent to purchase to the selling Unit Owner. The first Unit Owner to respond to the selling Unit Owner's offer shall be entitled to purchase the Unit. The seller shall provide an abstract of title providing that seller has marketable title to the Unit pursuant to Iowa law and Iowa's Land Title Standards. The transaction shall close as soon as reasonably practicable, but no later than 120 days of the date of effective exercise of the Right and the seller shall convey the Unit free and clear of all liens and encumbrances except those 13 related to the Condominium regime and easements of record. If the selling Unit owner does not receive notice of any other Unit Owner's intent to purchase its Unit then the selling Unit Owner may freely market its Unit for sale or lease unencumbered by either this provision or Article XI. IN WITNESS WHEREOF, signed effective the _ day of , 2023, at Dubuque, Dubuque County, Iowa. DUBUQUE CHILD CARE COLLABORATIVE, LLC By: Dubuque Initiatives, its sole member By: Its 14 STATE OF IOWA ) COUNTY OF DUB UQUE ) ss: On this —____ day of , 2023, before me, a Notary Public in and for the State of Iowa, personally appeared to me personally known, who being by me duly sworn did say that __ is the _ of Dubuque Initiatives, the sole member of Dubuque Child Care Collaborative,thatt no seal has been procured by the said limited liability company and that said instrument was signed on behalf of said limited liability company by authority of its sole member and the said acknowledged the execution of said instrument to be the voluntary act and deed of said limited liability company, by it voluntarily executed. Notary Public in and for State of Iowa THE CITY OF DUB E Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Chris Kohlmann, Chief Information Officer Barry Lindahl, Senior Counsel Dave Lyons, Strategic Initiative Consultant Dubuque ul-Ameriw Cif 2007-2012.2013 2017*2019 SUBJECT: Operating/Capital Costs and Lease Purchase Agreement for 7900 Chavenelle DATE: December 20, 2023 INTRODUCTION The purpose of this memo is to communicate the background and proposed operating/capital budget for the lease -purchase of a data center at, and relocation of Information Technology (IT) staff, and Engineering/Traffic work areas to 7900 Chavenelle Road. BACKGROUND In late 2022, City staff began communicating with Dubuque Initiatives (DI), a local 501(C)3 non-profit community organization that was considering the purchase of 7900 Chavenelle Road for a multi -employer childcare center. DI faced a positive challenge in that this building (the former Medline Industries call center) while being made available at a highly discounted price to DI, also contained significantly more space than the multi -employer childcare center would need. The DI Board had determined to look for partners to fill the space that would be consistent with the DI Mission of improving local development and quality of life and that would not conflict with the operation of an adjacent childcare center. The city has been considering relocation of the Information Technology (IT) Department and data center as part of an overall space study. Presently, 13 FTE's (14 IT staff) are located on the second floor of the City Hall Annex occupying approximately 2100 sq ft. of office, breakroom, storage, restrooms, and training room space with no room for expansion. Built in1880, the 2-story building remains in fair to poor condition with water leaks due to roofing issues. The interior layout has been modified slightly but still has numerous challenges with office layouts due to the building's previous usage, load bearing walls and usable floor space. City IT and Engineering Traffic servers, storage and telecommunications have been placed at locations across the City, many of which are not optimal for physical, operational or security purposes. In April of 2023, 1 shared an initial design, proposed budget, and recommendation to move forward on next steps for the construction of a data center at, and relocation of Information Technology (IT) staff, and Engineering/Traffic work areas to the former Medline Building at 7900 Chavenelle Road. DI has allowed the City to consult with its design firm Straka Johnson and Associates (SJ) to build a possible model of City space in the facility and data center. A lease with option to purchase agreement has been drafted and reviewed. DISCUSSION. Over the past six months, in addition to working with DI, and SJ, I have been collaborating with vendors ConvergeOne, Dell/EMC, Data Power Group and Communications Engineering on a final design and budget for this move. The scope of work includes design/construction plans for offices, shared workspaces, a Tier 3 Data Center, and all systems to support each of these areas. The proposed project called Unit 4 in the lease agreement includes IT Offices (4,767 sq ft,) Engineering/Traffic work area (1,117 sq ft.,) Data Center (956 sq ft) and Shared Data Support including telecommunications and work bench areas (200 sq ft.) and break room (185 sq ft) totaling 7225 sq ft. Five offices, staff cubicles, and secure entry with access control are part of the proposed scope of work. The office design provides a scalable layout. In 2022, Dubuque Childcare Collaborative, LLC (DCC), a wholly owned subsidiary of Dubuque Initiatives, purchased the former Medline property in Dubuque Industrial Center West. DCC has established the 68,320 square foot building as a multiunit condominium project to be known as the Learning Campus Condominiums (the Project). Condominium Lease Units in the Project will be purchased and/or leased by Dubuque County, Dubuque Community School District, and the YMCA. Attached is a proposed Lease between the City of Dubuque and DCC for spaces included in Unit 4. Unit 4 will be occupied by the City's IT Department, Engineering (Traffic) Department, and a Shared Data Center. The Lease is for a Term of five years. The City has the option to purchase Unit 4 at the end of the Term. The rent for Unit 4 is $ 6,020.83 per month ($10 per square foot annually). The purchase price under the option will be $1,000. The Lease also provides for the City's payment of a portion of the maintenance, insurance, and taxes for Unit 4, is $3.10 per square foot per year ($1,866.46 per month). The City will pay for any required improvements to Unit 4. A summary of annual anticipated operating costs for both lease payments and maintenance, insurance and taxes for Unit 4 are illustrated in the spreadsheet in the Budget Impact portion of this memo. The Learning Campus Condominium Declaration establishes general common elements and facilities to the Project. The owners of units have undivided legal ownership in the common elements and facilities and are responsible for a proportionate share of the costs of maintaining the common elements and facilities. The Community Y childcare center is anticipated to open in January 2024 and the Dubuque Community School District pre-school center is anticipated to open in late August 2024. If approved, the City would anticipate being operational on -site for the data center yet this fiscal year and the City IS offices relocated shortly thereafter. There is no anticipated date for the County presence as yet. Data Center Key to the successful operation of technology for IT and Traffic is the Data Center. The Data Center has been specified as a "Tier-Y to be built in two phases. Tiered data centers range from "Tier I" through "Tier IV." Each tier is tightly defined based on a variety of factors, including data center redundancy levels, uptime guarantee, staff expertise, maintenance protocols and more. A Tier 3 data center offers additional reliability over Tier 2 in the form of "N+1" redundancy and multiple power and cooling distribution paths. "N+1" redundancy means the architecture offers the capacity to support the full IT load (N) and offers an additional component (+1) for backup purposes, so performance is not impacted if a single component fails. Data centers in Tier 3 also utilize multiple distribution paths for critical power, HVAC and network needs, to ensure there are no interruptions if one path is unavailable. This level of redundancy offers concurrent maintainability, meaning that each critical component or distribution path can be shut down for planned maintenance without affecting the IT environment. Tier 3 significantly improves availability over the Tier II data center with 99.982% uptime for no more than 1.6 hours of downtime per year. Looking at systems such as public safety, traffic management (STREETS,) security cameras, "smart" systems such parking, SCADA and mapping applications, this tier of Data Center fits current and potential use and growth of technology in the city. The Data Center Construction is proposed in two phases. Phase 1 Data Center Phase 1 data center provides a complete turnkey data center for use by City of Dubuque tenants. The system is designed for a day one load of 100kW and future expansion to 175kW of electrical load for 5.8kW per cabinet (data rack.) The current generator at 7900 Chavenelle will be utilized. The Data Center water fire suppression system will be replaced with gas. The proposed UPS system that switches from building to generator power is modular and can be expanded in the future. The mechanical system will be designed for 70kW (N+1) redundancy on day one with provisions to build out to 175kW. Eighteen cabinets (data racks) will be fully built out. Phase 2 Data Center Phase 2 data center expands the data center to thirty (30) cabinets (data racks) with additional electrical capacity, redundant UPS, a 2nd generator, and additional cooling units. In phase 2 the city would offer the capacity for co -location services to non -city users. BUDGETIMPACT Operating Costs Operating costs for lease and maintenance are proposed. The agreement includes 7,225 sq ft for office, data center and workbench space. Proposed costs are summarized in the following table. Lease Costs Square Cost Monthly FY2024* FY2025 FY2026 FY2027 FY2028 FY2029 Footage per costs square Foot City IS Office 4,767 10.00 3,972.50 23,835.00 47,670.00 47,670.00 47,670.00 47,670.00 23,835.00 City Traffic 1,117 10.00 930.83 5,585.00 11,170.00 11,170.00 11,170.00 11,170.00 5,585.00 Data Center 956 10.00 796.67 4,780.00 9,560.00 9,560.00 9,560.00 9,560.00 4,780.00 Shared Data 200 Support 10.00 166.67 1,000.00 2,000.00 2,000.00 2,000.00 2,000.00 1,000.00 Break Room 185 10.00 154.17 925.00 1,850.00 1,850.00 1,850.00 1,850.00 925.00 Total by FY 7,225.00 10.00 6,020.83 36,125.00 72,250.00 72,250.00 72,250.00 72,250.00 36,125.00 The operating cost estimates assume a term of 5 years starting January 1, 2024, ending December 31, 2028. Operating costs will be reflected as part of FY2024 and FY2025 (and beyond) Operating budgets in the Information Technology and Engineering Departments. Capital Costs The total capital costs for the office remodel and completion of Phase 1 and Phase 2 of data center construction are $2,032,309.00. Implementation is proposed in two phases with funding requested as follows: Phase 1 Capital Costs FY2024 Office Remodel $ 465,309.00 Data Center Phase 1 $ 881,064.00 Grand Total Phase 1 $1346,373.00 Sources of Funding for Phase 1 Capital Costs are proposed as follows: ARPA Broadband funding 5524000020-100-67990-ARPA $ 461,747.00 Dubuque Industrial Center West TIF (McFadden Development Capital Improvement Project) 6052000016 360-2924 $ 384,959.00 Data Center CIP 7769900003-102-64900 $ 499,667.00 $1,346,373.00 Phase 2 Capital Costs FY2025 (or beyond) Total Data Center Phase 2 $685,936.00 In total, this request for capital funding for both phases of office/data center is $1,083,513.00 greater than the original estimates for funding submitted in April 2023 and is entirely due to additional work to provide the necessary redundancy for power, generator, cooling, and configuration for construction of a Tier 3 Data Center. $397,577 in funding is needed for completion of office/data center Phase 1 that was not anticipated which is requested in this memo. Funding for Phase 2 data center of $685,936 is proposed as a FY2025 Capitol Improvement Request. Source of Funding for Additional Capital Cost Needs The funding requested in this memo is due to a need in Data Center expenses funded by CIP 7769900003-102-64900. 1 have visited with Budget Director Jennifer Larson and the $397,577 which is needed to fully fund Phase 1 office/data center has been identified from FY23 General Fund savings. There is no funding requested in this memo for Data Center Phase 2, which is anticipated to be $685,936.00. This amount will be submitted as an FY2025 capital project to be considered. Revenue There is not a revenue model developed yet as tenants would not be able to occupy an additional 12 racks available in the data center until Phase 2 is completed. The estimated charge would be $400 - $500/per rack per month as an offset to lease/purchase costs. RECOMMENDATION AND ACTION REQUESTED. I would recommend the lease agreement and operating costs as proposed funding as summarized. I would respectfully request approval of the recommendation Thank you. Cc: Crenna Brumwell. City Attorney Jennifer Larson, Chief Financial Officer Gus Psihoyos, City Engineer Dave Ness, Civil Engineer II Joe Link, Financial and Budget Analyst 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. 131h St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO, 5 - 24 APPROVING A LEASE BETWEEN THE CITY OF DUBUQUE AND DUBUQUE CHILDCARE COLLABORATIVE, LLC WHEREAS, Dubuque Childcare Collaborative, LLC (DCC), a wholly owed subsidiary of Dubuque Initiatives, is the owner of the Property at 7900 Chavenelle Road, in the City of Dubuque, Iowa; and WHEREAS, the building on the property is a multiunit condominium project known as the Learning Campus Condominiums (the Project); and WHEREAS, the City of Dubuque has entered into a proposed Lease of Unit 4 of the Project to be occupied by City's IT Department, Traffic Department and Shared Data Center; and WHEREAS, the Lease is for a Term of five years with an option to purchase Unit 4 at the end of the Term; and WHEREAS, the City Council finds that it is in the best interests of the City of Dubuque to approve the Lease. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA AS FOLLOWS: Section 1, The Lease is hereby approved. Section 2. The Mayor is hereby authorized and directed to sign the Lease on behalf of the City of Dubuque. Section 3, The City Manager is hereby authorized and directed to take such actions as may be necessary to carry out the terms of the lease. Passed, approved and adopted this 3rd day of January, 2024. Attest: Adrienne N. Breitfelder, City Clerk LEASE - BUSINESS PROPERTY THIS LEASE AGREEMENT is entered into this 2 (9A day of December, 2023 by Dubuque Childcare Collaborative, LLC ("Landlord"), and the City of Dubuque, Iowa ("Tenant"), whose address for the purpose of this lease is 50 West 13 St. Dubuque, Iowa. 1. PREMISES AND TERM. The Landlord, in consideration of the rents, agreements and conditions herein contained leases to Tenant and Tenant leases from Landlord, according to the terms and provisions of this lease, the following described "premises," situated in Dubuque County, Iowa: Unit 4 of Learning Campus Condominiums located in that building locally known as 7900 Chavenelle Road, Dubuque, Iowa, with the improvements thereon, and all rights, easements and appurtenances, which, more particularly, includes the space and premises as may be shown on "Exhibit A," for a term of five (5) years, commencing at midnight on the day previous to the first day of the lease term, which shall be on the 0' day of January, 2024 (the "Commencement Date") and ending at midnight on the last day of the lease term, which shall be sixty (60) months thereafter, upon the condition that the Tenant pays rent therefor, and otherwise performs as in this lease provided. Tenant shall have possession of the premises, and provide all required insurance hereunder during such possession, immediately upon execution of this Lease. Rent and other obligations hereunder shall accrue on the Commencement Date. 2. RENTAL. Tenant agrees to pay to Landlord as rental during the term hereof, as follows: $6,020.83 per month ($10 per square foot annually), in advance, the first rent payment becoming due upon the commencement of the lease term and the same amount, per month, in advance, on the first day of each month during the first year of the lease term. In addition to the above monthly rental, Tenant shall also pay: Maintenance, insurance and tax payments as provided in the MIT paragraph below. Beginning with the date of the first monthly rental payment as provided in the preceding paragraph, and concurrent with each monthly rent payment thereafter, Tenant shall also pay a portion of the maintenance, insurance and taxes (MIT) in connection with the premises. Tenant shall pay $3.10 per square foot per year $1,866.46 per month) concurrent with each monthly rental payment. On or before each December 1 during the tern of this Lease, Landlord shall provide an estimate to Tenant of the applicable MIT payment for the following year. This MIT rate will be applicable in January of the following year. On or before March 31 of each year of this lease, Landlord shall provide an itemized statement of the actual MIT expenses incurred by Landlord during the previous calendar year. This itemized statement, and a refund of any overpayment made by Tenant, shall be provided to Tenant on or before such March 31 date. If Tenant has underpaid Tenant's MIT obligations for the year, Tenant shall make payment of the difference between what Tenant paid and what Tenant owed for the previous year, to Landlord within 30 days of receipt of the itemized statement from Landlord. This process of Landlord estimating the MIT expenses and providing an annual itemization and reconciliation shall occur during each year of the Term of this Lease. If the Lease terminates prior to December 31 in any year, the reconciliation and Landlord refund, if any, shall occur within 30 days of the end of the Term and Tenant shall pay any additional stuns due Landlord within 30 days of receipt of the itemization. Tenant's share of MIT shall be determined by multiplying the total cost of MIT by the percentage which is equal to the total square foot Leased by Tenant (7,225 square feet) divided by the rentable square footage of the building which contains the premises (59,814 square feet). Therefore, Tenant's percentage of MIT shall be 12.08%. The sums due under this paragraph shall be deemed rental in addition to the rental provided in the first paragraph of this paragraph 2. All sums shall be paid at the address of Landlord, as above designated, or at such other place as the Landlord may, from time to time, designate in writing. Delinquent payments shall draw interest at 12% per annum from the due date, until paid. 3. POSSESSION. Tenant shall be entitled to possession upon execution of this Lease and shall yield possession to the Landlord at the end of the lease term, except as herein otherwise expressly provided. Should Landlord be unable to give possession on said date, Tenant's only damages shall be a rebating of the pro rata rental. 4. USE OF PREMISES. Tenant covenants and agrees during the term of this lease to use and to occupy the leased premises only for such uses as allowed by existing zoning ordinances. 5. QUIET ENJOYMENT. Landlord covenants that its estate in said premises is in fee simple and that the Tenant, if not in default, shall peaceably have, hold and enjoy the premises for the term of this lease. Landlord shall have the right to mortgage all of its right, title, and interest in said premises at any time without notice, subject to this lease. 6. EQUIPMENT, DECORATING, REPLACEMENT, REPAIR AND MAINTENANCE. DEFINITIONS "Maintain" means to clean and keep in good condition. "Repair" means to fix and restore to good condition after damage, deterioration or partial destruction. CONDITION OF PREMISES z A. Tenant takes the premises in its present condition, except for such repairs and alterations as may be expressly otherwise provided in this lease. REPAIRS AND MAINTENANCE B. Landlord shall replace and repair the structural parts of the building. For purposes of this lease, the structural parts of the building shall mean the foundation, exterior walls, load bearing components of interior floors and walls, the roof, and all sewers, pipes, wiring and electrical fixtures outside of the structure or the leased premises. All such costs shall be considered MIT expenses. C. Repairs related to the leased premises shall be performed and paid for by the parties as follows: Interior walls, floors and ceilings Sewer, plumbing fixtures, pipes, wiring, electrical fixtures within the structure Heating equipment Air conditioning equipment Plate glass (replacement) Sidewalks Parking areas Other common areas PERFORMANCE L=Landlord T=Tenant T PAYMENT %Landlord %Tenant 0 100 T 0 100 T 0 100 T 0 100 T 0 100 L 100% MIT 0 L 100% MIT 0 L 100% MIT 0 D. Landlord shall be responsible for maintenance of all common areas under Landlord's control. Tenant shall be responsible for all other maintenance. E. Any repair or maintenance not specifically provided for above shall be performed and paid for by Tenant. F. Each party shall perform their responsibilities of repair and maintenance to the end that the premises will be kept in a safe and serviceable condition. Neither party will permit nor allow the premises to be damaged or depreciated in value by any act, omission to act, or negligence of itself, its agents or employees. EQUIPMENT, DECORATING AND ALTERATIONS G. The following items of equipment, furnishings and fixtures shall be supplied and replaced by the parties as follows: 3 SUPPLIED REPLACED L=Landlord L=Landlord T=Tenant T=Tenant Heating equipment L T Air conditioning equipment L T Carpeting/floor covering T T Drapes, shades, blinds T T Any similar equipment, furnishings and fixtures not specifically provided for above shall be provided and paid for by Tenant. Any equipment, furnishings or fixtures to be supplied by Tenant shall be subject to the Landlord's prior written approval as to quality and method of installation. Tenant shall provide all trade equipment, fluuishings and fixtures used in connection with the operation of its business, such as telephones, computers, desks, chairs, shelving and similar items. The parties agree and acknowledge that the entire building containing the leased premises is served by an integrated HVAC system and that the system will be modified to ensure Tenant has control over the temperature within its leased premises. H. Landlord shall provide and pay for the following items of interior decorating: None. Thereafter, Tenant shall be responsible for all interior decorating. Tenant shall make no structural alterations or improvements without the prior written consent of the Landlord. AMERICANS WITH DISABILITIES ACT I. Tenant will make no unlawful use of said premises and agrees to comply with all valid regulations of the Board of Health, City of Dubuque Ordinances , the laws of the State of Iowa and the Federal government, but this provision shall not be construed as creating any duty by Tenant to members of the general public, provided, however, responsibility for compliance with the Americans with Disabilities Act shall be performed and paid for by the parties as follows: %Landlord %Tenant Common areas 100 0 Tenants area: Initial compliance 0 100 Future compliance 0 100 7. UTILITIES AND SERVICES. Utilities shall be sub -metered or similarly allocated for each Unit. Utilities and services for each Unit shall be furnished and paid for by the parties as follows: FURNISHED PAYMENT L=Landlord T=Tenant %Landlord %Tenant Electricity L 0 100 Gas L 0 100 Water and Sewer L 0 100 Garbage/Trash L 0 100 Janitor/Cleaning T 0 100 8. TERMINATION, SURRENDER OF PREMISES AT END OF TERM - REMOVAL OF FIXTURES. (a) TERMINATION. This lease shall terminate upon expiration of the original term; or if this lease expressly provides for any option to renew, and if any such option is exercised by the Tenant, then this lease will terminate at the expiration of the option term or terms. (b) OPTION TO PURCHASE. The leased premises is contained within a 67,100 square foot building (the "Building") on land (the "Land") which collectively is known as 7900 Chavenelle Road, Dubuque, Iowa. Landlord hereby grants to Tenant an option to purchase the leased premises upon expiration of the lease term. In order to exercise this option Tenant shall, at any time during the term of the lease, notify Landlord of Tenant's exercise of the option. The purchase price to be paid by Tenant shall be the rent due for the five year term hereunder plus $1,000.00 paid at closing. The closing on the sale and purchase shall occur within thirty (30) days of the end of the lease term. No rent will accrue between the date of termination of the Lease term and closing but Tenant shall be responsible for payment of all other costs and obligations hereunder during the interim period. Landlord shall provide an abstract of title for the leased premises reflecting merchantable title in Landlord pursuant to Iowa law and Iowa's Land Title Standards. Title shall be conveyed to Tenant free and clear of all liens and encumbrances. Tenant shall take title to the leased premises subject to the terms of the Declaration of Submission of Property to Horizontal Property Regime attached hereto and by this reference made a part hereof. (c) SURRENDER. Tenant agrees that upon the termination of this lease it will surrender and deliver the premises in good and clean condition, except the effects of ordinary wear and tear and depreciation arising from lapse of time, or damage without fault or liability of Tenant. (d) HOLDING OVER. Continued possession by Tenant, beyond the expiration of its tenancy, coupled with the receipt of the specified rental by the Landlord (and absent a written agreement by both parties for an extension of this lease, or for a new lease) shall constitute a month to month extension of this lease. (e) REMOVAL OF FIXTURES. Tenant may, at the expiration of its tenancy, if Tenant is not in default, remove any fixtures or equipment which Tenant has installed in the premises, provided Tenant repairs any and all damages caused by removal. 9. ASSIGNMENT AND SUBLETTING. Tenant may not assign or sublet any rights hereunder without the prior written consent of Landlord, which consent may be withheld for any reason or no reason within the discretion of Landlord. 10. REAL ESTATE TAXES. While it is not anticipated that real estate taxes or related charges will accrue with respect to the Building or Land, in the event such expenses do accrue they shall be paid as follows: A. All installments of real estate taxes which would become delinquent if not paid daring the tern of this lease shall be paid by the parties in the following proportions: Landlord 100% MIT Tenant 0% B. Any increase in such installments that exceeds the amount of the installment that would be delinquent if not paid by September 30, 2023 shall be paid as follows: Landlord 100% MIT Tenant 0% C. PERSONAL PROPERTY TAXES. Tenant agrees to timely pay all taxes, assessments or other public charges levied or assessed by lawful authority against its personal property on the premises during the term of this lease. D. SPECIAL ASSESSMENTS. Special assessments that would be delinquent if not paid during the term of this lease shall be timely paid by the parties in the following proportions: Landlord 100% MIT Tenant 0% E. Each party reserves its right of protest of any assessment of taxes. 11. INSURANCE. A. PROPERTY INSURANCE. Landlord and Tenant agree to insure their respective real and personal property for the fill insurable value. Such insurance shall cover losses included in the Insurance Services Office Broad Form Causes of Loss (formerly fire and extended coverage). To the extent permitted by their policies the Landlord and Tenant waive all rights of recovery against each other B. LIABILITY INSURANCE. Tenant shall obtain commercial general liability insurance in the amounts of $2,000,000.00 each occurrence and $2,000,000.00 annual aggregate per location. Such policy shall include liability arising from prerises operations, personal injury, products and completed operations and liability assumed under- an insured contract. This policy shall be endorsed to include the Landlord as an additional insured. Tenant may comply with this provision by maintaining membership in the Iowa Communities Assurance Pool (ICAP) providing such coverages. C. CERTIFICATES OF INSURANCE. Prior to the time the lease takes effect the Tenant will provide the Landlord with a certificate of insurance with these property and liability insurance requirements, such certificate shall include 30 days advance notice of cancellation to the Landlord. A renewal certificate shall be provided prior to expiration of the current policies. D. ACTS BY TENANT. Tenant will not do or omit doing of any act which would invalidate any insurance, or increase the insurance rates in force on the premises. E. RECOMMENDATIONS - IOWA INSURANCE SERVICES OFFICE. Tenant further agrees to comply with recommendations of Iowa Insurance Services Office and to be liable for and to promptly pay, as if current rental, any increase in insurance rates on said premises and on the building of which said premises are a part, due to increased risks or hazards resulting from Tenant's use of the premises otherwise than as herein contemplated and agreed. F. Landlord and Tenant shall each provide a copy of this lease to their respective insurers. 12. LIABILITY FOR DAMAGE. Each party shall be liable to the other for all damage to the property of the other negligently, recklessly or intentionally caused by that party (or their agents, employees or invitees), except to the extent the loss is insured and subrogation is waived under the owner's policy. 13. INDEMNITY. Except as provided in paragraph 21(A)(5) and except for the negligence of Landlord, Tenant will protect, defend, and indemnify Landlord from and against any and all loss, costs, damage and expenses occasioned by, or arising out of, any accident or other occurrence causing or inflicting injury or damage to any person or property, happening or done, in, upon or about the premises, or due directly or indirectly to the tenancy, use or occupancy thereof, or any part thereof by the Tenant or any person claiming through or under the Tenant. 14. FIRE AND CASUALTY. (a) PARTIAL DESTRUCTION OF PREMISES. In the event of a partial destruction or damage of the premises, which is a business interference which prevents the conducting of a normal business operation and which damage is reasonably repairable within 60 days after its occurrence, this lease shall not terminate but the rent for the premises shall abate during the time of such business interference. In the event of partial destruction, Landlord shall repair such damages within 60 days of its occurrence unless prevented from so doing by acts of God, government regulations, or other causes beyond Landlord's reasonable control. (b) ZONING. Should the zoning ordinance of the municipality in which this property is located make it impossible for Landlord to repair or rebuild so that Tenant is not able to conduct its business on these premises, then such partial destruction shall be treated as a total destruction as provided in the next paragraph. (c) TOTAL DESTRUCTION OF BUSINESS USE. In the event of a destruction or damage of the leased premises including the parking area (if a parking area is a part of this lease) so that Tenant is not able to conduct its business on the premises or the then current legal use for which the premises are being used and which damages cannot be repaired within 60 days, this lease may be terminated at the option of either the Landlord or Tenant. Such termination in such event shall be effected by written notice of one party to the other, within 20 days after such destruction. Tenant shall surrender possession within 10 days after such notice issues and each party shall be released from all future obligations, and Tenant shall pay rent pro rata only to the date of such destruction. In the event of such termination of this lease, Landlord, at its option, may rebuild or not, at its discretion. 15. CONDEMNATION. (a) DISPOSITION OF AWARDS. Should the whole or any part of the premises be condemned or taken for any public or quasi -public purpose, each party shall be entitled to retain, as its own property, any award payable to it. Or in the event that a single entire award is made on account of the condemnation, each party will then be entitled to take such proportion of said award as may be fair and reasonable. (b) DATE OF LEASE TERMINATION. If the whole of the demised premises shall be so condemned or taken, the Landlord shall not be liable to the Tenant except and as its rights are preserved as in paragraph 15(a) above. 16. DEFAULT, NOTICE OF DEFAULT, AND REMEDIES. EVENTS OF DEFAULT A. Each of the following shall constitute an event of default by Tenant: Failure to pay rent when due. 2. Failure to observe or perform any duties, obligations, agreements or conditions imposed on Tenant pursuant to the terms of the lease. 3. Abandonment of the premises. "Abandonment' means the Tenant has failed to engage in its usual and customary business activities on the premises for more than 21 consecutive business days. 4. Institution of voluntary bankruptcy proceedings by Tenant; institution of involuntary bankruptcy proceedings in which the Court orders relief against the Tenant as a debtor; assignment for the benefit of creditors of the interest of Tenant under this lease agreement; appointment of a receiver for the property or affairs of Tenant, where the receivership is not vacated within 10 days after the appointment of the receiver. NOTICE OF DEFAULT B. Landlord shall give Tenant a written notice specifying the default and giving the Tenant 10 days in which to correct the default. If there is a default (other than for nonpayment of a monetary obligation of Tenant, including rent) that cannot be remedied in 10 days by diligent efforts of the Tenant, Tenant shall propose an additional period of time in which to remedy the default. Consent to additional time shall not be unreasonably withheld by Landlord. Landlord shall not be required to give Tenant any more than three notices for the same default within any 365 day period. REMEDIES C. In the event Tenant has not remedied a default in a timely manner following a Notice of Default, Landlord may proceed with all available remedies at law or in equity, including but not limited to the following: 1. Termination. Landlord may declare this lease to be terminated and shall give Tenant a written notice of such termination. In the event of termination of this lease, Landlord shall be entitled to prove claim for and obtain judgment against Tenant for the balance of the rent agreed to be paid for the term herein provided, plus all expenses of Landlord in regaining possession of the premises and the reletting thereof, including attorney's fees and court costs, crediting against such claim, however, any amount obtained by reason of reletting. 2. Forfeiture. If a default is not remedied in a timely manner, Landlord may then declare this lease to be forfeited and shall give Tenant a written notice of such forfeiture, and may, at the time, give Tenant the notice to quit provided for in Chapter 648 of the Code of Iowa. 17. RIGHT OF EITHER PARTY TO MAKE GOOD ANY DEFAULT OF THE OTHER. If default shall be made by either party in the performance of, or compliance with, any of the terms or conditions of this lease, and such default shall have continued for 30 days after written notice thereof from one party to the other, the person aggrieved, in addition to all other remedies now or hereafter provided by law, may, but need not, perform such tern or condition, or make good such default, and any amount advanced shall be repaid forthwith on demand, together with interest at the rate of 10% per annum, from the date of advance. 18. SIGNS. (a) Tenant shall have the right of attaching, painting or exhibiting signs on the leased premises, provided only (1) that any sign shall comply with the ordinances of the City of Dubuque and the laws of the State of Iowa; (2) any such sign shall not change the M structure of the building; (3) such sign, if and when removed, shall not damage the building; and (4) such sign shall be subject to the prior written approval of the Landlord, which approval shall not be unreasonably withheld. 19. MECHANIC'S LIENS. Neither the Tenant nor anyone claiming by, through, or under the Tenant, shall have the right to file or place any mechanic's lien or other lien of any kind or character whatsoever, upon said premises or upon any building or improvement, or upon the leasehold interest of the Tenant, and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service or labor for any building, improvements, alteration, repairs or any part thereof, shall at any time be or become entitled to any lien on the premise's, and for the further security of the Landlord, the Tenant covenants and agrees to give actual notice thereof in advance, to any and all contractors and subcontractors who may furnish or agree to furnish any such material, service or labor. 20. LANDLORD'S LIEN AND SECURITY INTEREST. (a) Landlord shall have in addition to the lien given by law, a security interest as provided by the Uniform Commercial Code of Iowa, upon all personal property and all substitutions thereof, kept and used on said premises by Tenant. Landlord may proceed at law or in equity with any remedy provided by law or by this lease for the recovery of rent, or for termination of this lease because of Tenant's default in its performance. (b) SPOUSE. N/A 21. ENVIRONMENTAL. A. Landlord. To the best of Landlord's knowledge to date: 1. Neither Landlord nor Landlord's former or present tenants are subject to any investigation concerning the premises by any governmental authority under any applicable federal, state or local codes, rules and regulations pertaining to air and water quality, the handling, transportation, storage, treatment, usage, or disposal of toxic or hazardous substances, air emissions, other environmental matters, and all zoning and other land use matters. 2. Any handling, transportation, storage, treatment, or use of toxic or hazardous substances that has occurred on the premises has been in compliance with all applicable federal, state and local codes, rules and regulations. 3. No leak, spill release, discharge, emission or disposal of toxic or hazardous substances has occurred on the premises. 4. The soil, groundwater, and soil vapor on or under the premises is free of toxic or hazardous substances. 10 5. Landlord shall assume liability and shall indemnify and hold Tenant harmless against all liability or expense arising from any condition which existed, whether known or unknown, at the time of execution of the lease which condition is not a result of actions of the Tenant or which condition arises after date of execution but which is not a result of actions of the Tenant. B. Tenant. Tenant expressly represents and agrees: 1. During the lease term, Tenant's use of the property will not include the use of any hazardous substance without Tenant first obtaining the written consent of Landlord. Tenant understands and agrees that Landlord's consent is at Landlord's sole option and complete discretion and that such consent may be withheld or may be granted with any conditions or requirements that Landlord deems appropriate. 2. During the lease term, Tenant shall be fully liable for all costs and expenses related to the use, storage, removal and disposal of hazardous substances used or kept on the property by Tenant, and Tenant shall give immediate notice to Landlord of any violation or any potential violation of any environmental regulation, rile, statute or ordinance relating to the use, storage or disposal of any hazardous substance. Tenant, at its sole cost and expense, agrees to remediate, correct or remove from the premises any contamination of the property caused by any hazardous substances which have been used or permitted by Tenant on the premises during any term of this lease. Remediation, correction or removal shall be in a safe and reasonable manner, and in conformance with all applicable laws, rules and regulations. Tenant reserves all rights allowed by law to seek indemnity or contribution from any person, other than Landlord, who is or may be liable for any such cost and expense. 4. Tenant agrees to indemnify and hold Landlord harmless from and against all claims, causes of action, damages, loss, costs, expense, penalties, fines, lawsuit, liabilities, attorney fees, engineering and consulting fees, arising out of or in any manner connected with hazardous substances, which are caused or created by Tenant on or after the date of this lease and during any term of this lease, including, but not limited to, injury or death to persons or damage to property, and including any diminution of the value of any leased premises which may result from the foregoing. This indemnity shall survive the cessation, termination, abandonment or expiration of this lease. 22. SUBSTITUTION OF EQUIPMENT, MERCHANDISE, ETC. (a) During its tenancy, the Tenant shall have the right to sell or otherwise dispose of any personal property of the Tenant situated on the premises, when in the judgment of the Tenant it shall have become obsolete, outworn or unnecessary in connection with the operation of the business on the premises; provided, however, that the Tenant shall, in such instance (unless no substituted article or item is necessary) at its own expense, substitute for such items a new or other item in substitution thereof, in like or greater value. 11 (b) Nothing herein contained shall be construed as denying to Tenant the right to dispose of inventoried merchandise in the ordinary course of the Tenant's trade or business. 23. RIGHTS CUMULATIVE. The various rights, powers, options, elections and remedies of either party, provided in this lease, shall be construed as cumulative and no one of them as exclusive of the others, or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled as long as any default remains in any way umemedied, unsatisfied or undischarged. 24. NOTICES AND DEMANDS. Notices as provided for in this lease shall be given to the respective parties hereto at their respective addresses designated on page one of this lease unless either party notifies the other, in writing, of a different address. Without prejudice to any other method of notifying a party in writing or making a demand or other communication, such message shall be considered given under the terms of this lease when sent, addressed as above designated, postage prepaid, by certified mail deposited in a United States mail box. 25. PROVISIONS TO BIND AND BENEFIT SUCCESSORS, ASSIGNS, ETC. Each and every covenant and agreement herein contained shall extend to and be binding upon the respective successors, heirs, administrators, executors and assigns of the parties; except that if any part of this lease is held in joint tenancy, the successor in interest shall be the surviving joint tenant. 26. CHANGES TO BE IN WRITING. None of the covenants, provisions, terms or conditions of this lease shall be modified, waived or abandoned, except by a written instrument duly signed by the parties. This lease contains the whole agreement of the parties. 27. RELEASE OF DOWER. Not applicable. 28. CONSTRUCTION. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context. 29. BUILD -OUT OBLIGATION. Tenant shall be responsible for any build -out, modifications or additions needed for Tenant's intended use of the leased premises. Tenant shall provide Landlord with a copy of Tenant's plans for such work prior to initiation of any work. The parties agree and acknowledge that as such plans must be consistent with the condominium plan for the Building and Land, the plans are subject to the consent and approval of Landlord. The plans shall provide for a separation of all utilities and similar services such that the leased premises may operationally stand alone as a separate unit of the Building to the extent possible. The parties agree and acknowledge that certain utilities and systems shall continue to be operated as integrated Building systems and sub -metered or costs otherwise allocated based on use. 30. DATA CENTER LEASE. Tenant shall sublease racks of space in the Data Center Room of the Building located in Unit 4 to other tenants or occupants of the Building. The parties agree and acknowledge that Tenant will expend funds to improve the data room as agreed 12 mutually by the parties. Such improvements shall inchide, but not be limited to, new racks, an independent climate control system with duplicate power sources and a fire suppression system. Landlord and Tenant shall agree upon the improvements prior to commencement of any such work. If Tenant exercises its right to acquire the leased premises, Tenant agrees to make available to other Unit occupants within the Building the right to continue to lease rack space upon reasonable market rate terms as agreed by the applicable parties. Dubuque Childcare Collaborative, LLC, Landlord By: /�¢,r.� Its president City of Dubuque, Iowa, Tenant By: n �^ 13 An opportunity for collaboration DUBUQ.UE INITIATIVES David Lyons, Innovation Consultant Dubuque Initiatives THE CITY OF Dub iljE Masterpiece on the Mississippi Chris Kohlmann, CIO City of Dubuque • Dubuque Initiatives, Inc. is a sustainable, non-profit organization, working as a community partner and catalyst, to undertake challenging projects involving job creation and/or community revitalization that supports a viable, livable and equitable community. • Greater Dubuque Development is a non-profit, public/private organization that promotes growth, drives innovation, and champions the Greater Dubuque region as a nationally recognized community of progress, prosperity, and equity. • In spring of 2021 Dubuque Initiatives updated its strategic plan to include a focus on childcare, and specifically to: o Increase the number of childcare slots available in the community o Convene state and national expertise to compliment work of local service providers and child care organizations o Serve as a liaison between Dubuque's child care organizations and area business and industry to address the private sector's support of operational costs • Greater Dubuque Development shared concerns from industry, the study it had conducted with employers and childcare providers, the gaps that existed and the need to increase both availability of childcare and support for the childcare industry and workforce. The Vision: A Dubuque -style public/private collaboration. • The Building. Greater Dubuque Development undertook that effort for Dubuque Initiatives and was highly successful. • The Vision. The Dubuque Initiatives Board of Directors established a vision for the building as a place for non-profit, community -oriented activities beginning with childcare capacity. • The Funding. Dubuque Initiatives sought and received a matching grant from the State of Iowa. • The Partners. We analyzed the building for additional opportunities to respond to high priority community needs. City Needs for a Data Center • Secure • High Performance • Supported • Resilient . "a FiI v.RJ /i' a _ S Mod" PM _fth i Modit AJpp lank ad Mlgt—i. 1 r ronr.rr 1ptlo L�.yio�SGl ba — hvYt— — — _ _ ! — M I � I I I A.. . mware Rrorr�la>n %. 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IF is =M=M� -on .b ir- Apri 12024 Data Center Phase 1 11111111111111114 Prfj y dr UMY I i , MLA._:4d Bored 620', 48" deep Data Center Installed 2" HDPE & 7-Way 7900 Chavenelle Existing handhole Bored 565', 36-40" deep Installed 2" HDPE & 7-Way Existing handhole & vault core c• • Turnkey Data Center for City and Traffic Hosted Applications • Secure Entrance/Exits • 18 Data Racks with Power and Cooling to each Rack Row • Generator with Modular UPS Switching • Co2 Fire Suppression • Redundant Telecommunications paths • Scalable July 2024 IT Office Move • IT Offices Move • Traffic Workspace Ready • Access Control and Surveillance Cameras • Utilizes existing: • Workstations, desks, cubicles, and offices • Electrical • Low Voltage Network Wiring • Leverages Redundancy and High Availability Future Phase 2 Tier III Data Center Expansion to 30 cabinets (data racks) 2nd Generator Additional Electrical Capacity Additional Cooling Units Redundant UPS Co -location Services to Non -City User This Photo by Unknown Author is licensed under CC BY -SA n U Office Remodel Data Center Phase 1 Total $465,309.00 $881,064.00 $1,346,373.00 ARPA Broadband Funding $461,747.00 Dubuque Industrial Center West TIF (McFadden Development Capital Improvement Project) $3843959.00 Data Center CIP $49%667.00 Total $1,3469373.00 Lease Costs Square Cost per Monthly FY2024* Footage square costs Foot 4,767 10.00 3,972.50 23,835.00 1,117 10.00 930.83 5,585.00 956 10.00 796.67 4,780.00 200 10.00 166.67 1,000.00 185 10.00 154.17 925.00 7,225.00 10.00 6,020.83 36,125.00 FY2025 FY2026 FY2027 FY2028 FY2029 47,670.00 47,670.00 47,670.00 47,670.00 23,835.00 11,170.00 11,170.00 11,170.00 11,170.00 9,560.00 9,560.00 9,560.00 9,560.00 2,000.00 2,000.00 2,000.00 2,000.00 1,850.00 1,850.00 1,850.00 1,850.00 5,585.00 1,000.00 925.00 72,250.00 72,250.00 72,250.00 72,250.00 36,125.00 The cost estimates assume a term of 5 years starting January 2024, ending December 31, 2028. Expenses will be reflected as part of FY2024 and FY2025 (and beyond) Operating budgets in the Information Technology and Engineering Departments. Utilities and Maintena Square Cost per Monthly Location Footage square Foot Costs 1,731.351 3,462.701 3,462.7 14,777.70 14,777. 3,462.701 3,462 FY20 14,777.70 3,462.70 Data Center Shared Data Support Break Room 956 3.10 246.97 1,481.80 310.00 286.75 2,963.60 2,963.60 2,963.601 2,963.60 620.001 620.00 573.501 573.50 2,963.6 620.0 200 3.10 51.67 620.00 573.50 620.00 185 3.10 47.79 573.50 573.5 Totals 1 7,225 1 1,866.46 11,198.75 22,397.50 22,397.50 22,397.50 22,397.5122,397.5 *The utilities and maintenance cost estimates assume starting January 2024. Expenses will be reflected as part of FY2024 and FY2025 (and beyond) Operating budgets in the Information Technology and Engineering Departments. What Does This Mean For Dubuque? •Physical Safety and Security of Technology and Data Assets • Redundancy of • Data • Communications • Resiliency • High Availability