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Merge, LLC Development Agreement_Hearing Copyrighted November 18, 2019 City of Dubuque Public Hearings # 3. ITEM TITLE: Merge, LLC DevelopmentAgreement SUMMARY: Proof of publication on notice of public hearing to consider approval of a Development Agreement between Merge, LLC and the City of Dubuque providing for the sale of City- owned real estate in Greater powntown Urban Renewal District to Merge, LLC and the issuance of Urban Renewal Tax Increment Revenue Grant obligations. A representative from Merge, LLC; Greater Dubuque Development Corporation; and City Staff will each provide a presentation. RESOLUTION Approving disposal of an interest in real property owned by the City of Dubuque by sale through a Development Agreement with Merge, LLC SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type Merge De�lopmentAgreement-MVM Memo City Manager Memo Staff Memo- Economic Development Staff Memo Staff Memo- Housing Department Staff Memo DevelopmentAgreement Supporting Documentation Developer Presentation Supporting Documentation Staff Presentation Supporting Documentation Housing NeedsAssessment Supporting Documentation Resolution of Approval Resolutions Dupaco Letter of Support-ADDED Supporting Documentation Proof of Publication Supporting Documentation Dubuque THE CITY OF � AllAntrvo6ln Dus E "�II �' Maste iece on the Mississi i �oo��zo,z�zo�3 rP PP zovzoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Resolution Approving a Development Agreement between the City of Dubuque and Merge, LLC Providing for the Sale of City-owned Real Estate to Merge, LLC and the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the Development Agreement DATE: November 14, 2019 Economic Development Director Jill Connors and Housing & Community Development Director Alexis Steger are recommending adoption of the resolution approving Development Agreement between, Merge, LLC and the City of Dubuque providing for the sale of City-owned real estate in the Greater powntown Urban Renewal District to Merge, LLC and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations. Merge, LLC is a company focused on real estate development in Qualified Opportunity Zones across the Midwest. The company's passion is creating mixed-use developments in a city's urban core which reflect both a community's history and its aspirations. Merge team members bring experience in real estate, economic development, construction, city planning, space making, technology startups, and small business. This mixed-use Project fulfills the planned use of the Port of Dubuque area, the objectives of which call for the creation of a thriving central business district, riverfront district, and downtown neighborhoods with a compatible mix of viable commercial/retail, office, financial, residential, cultural, recreational, and educational activities; including the creation and development of additional housing units and residential opportunities in the Port of Dubuque. This Projed creates a quantity and type of housing units that have been identified as a need in our community. Both newcomers and college students have shared their desire for small, modern, downtown, market-rate rental units. The Merge Project delivers this product and meets employers' need to attract and retain a workforce. Recent housing studies have also shown that Dubuque lacks an inventory of housing options at all income levels. By creating housing attainable for young professionals, the Project allows for other lower-rent options to be freed up for those households that could benefit from those lower rents. The proposed Development Agreement requires and provides for the following: 1 . The Developer is required to construct a building with 187 residential units and approximately twenty-three thousand (23,000) total square feet of commercial/retail space. 2. Urban Renewal Tax Increment Revenue Grant Obligations for 10 years of Tax Increment Finance (TIF) rebates at a rate of 75°k of the amount allowable by lowa Code. 3. The total cost of the land is $970,073.19 with a land acquisition grant of approximately $485,036.60, for a net cost of$485,036.60. 4. The Developer must accept applications from prospective tenants with housing choice vouchers (issued under the U.S. HUD's Section 8 voucher program or a similar program) that are otherwise qualified prospective tenants. 5. A minimum of 10 full-time jobs must be created at the Property. If the job creation requirement has not been met at the end of the Term of the Development Agreement, the Developer is required to pay back a pro rata amount of the acquisition grant. 6. The Developer may construct pedestrian connections to the Port of Dubuque Public Parking Facility at each level of the building. Developer's business invitees and guests of Developer's residents may park in this Parking Facility. 7. Tenants, residents, and the invitees and guests of tenants and residents of the Project shall have the right to park in the Surface Parking Lot. 8. Developer will have the option to construct and maintain solar parking canopies in the surface parking lot across 5�h Street. I concur with the recommendation and respectfully request Mayor and City Council approval. 1��1Gf'�1 �Ws+ f`�R�.,.� Mic ael C. Van Milligen � MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Jill Connors, Economic Development Director Alexis Steger, Housing & Community Development Director 2 Dubuque Economic Development Department THE CITY OF � 130o n�ain street D� L L Alll;EflCijly Dubuque,lowa 52001-4763 1 I I �I Office(563)589-4393 TTY(563)690-6678 http://www.cityofd u b uq ue.org 2007�2012�2013 Masterpiece on the Mississippi zoi�*zoi9 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Resolution Approving a Development Agreement between the City of Dubuque and Merge, LLC Providing for the Sale of City-owned Real Estate to Merge, LLC and the Issuance of Urban Renewal Tax Increment Revenue Grant Obligations Pursuant to the Development Agreement DATE: November 12, 2019 INTRODUCTION This memorandum is a request for the City Council to adopt the attached resolution approving a Development Agreement between Merge, LLC and the City of Dubuque providing for the sale of City-owned real estate in the Greater powntown Urban Renewal District to Merge, LLC and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations. BACKGROUND Merge, LLC is a company focused on real estate development in Qualified Opportunity Zones across the Midwest. The company's passion is creating mixed-use developments in a city's urban core which reflect both a community's history and its aspirations. Merge team members bring experience in real estate, economic development, construction, city planning, space making, technology startups, and small business. DISCUSSION Merge brought a formal proposal to City staff for a mixed-use development (the Project) to be located in the Port of Dubuque. The $18 Million Project will include 187 residential units and approximately twenty-three thousand (23,000) total square feet of commercial/retail space. The Project will be located along the corner of Fifth and Bell Streets, west of the Flexsteel corporate office building. This mixed-use Project fulfills the planned use of the Port of Dubuque area, the objectives of which call for the creation of a thriving central business district, riverfront district, and downtown neighborhoods with a compatible mix of viable commercial/retail, office, financial, residential, cultural, recreational, and educational activities; including the creation and development of additional housing units and residential opportunities in the Port of Dubuque. The Project also addresses a blighting condition in the area by developing a small linear lot layout in relation to the size, adequacy and usefulness of the lot. This Project is the first in the City of Dubuque to utilize the Opportunity Zone (OZ) program as part of the Project funding. The OZ program has drawn particular interest from the Environmental Protection Agency (EPA) staff who are excited to see the program's ability to pair with EPA grant funds to help redevelop previous brownfield sites, as is the case for this Project. Because OZ funds can be invested, not just in physical improvements, but also in the support of businesses, this Development Agreement allows the Developer to include entrepreneurs located on site as part of the Developer's job reporting requirements. This Project creates a quantity and type of housing units that have been identified as a need in our community. Both newcomers and college students have shared their desire for small, modern, downtown, market-rate rental units. The Merge Project delivers this product and meets employers' need to attract and retain a workforce. Recent housing studies have also shown that Dubuque lacks an inventory of housing options at all income levels. By creating housing attainable for young professionals, the Project allows for other lower-rent options to be freed up for those households that could benefit from those lower rents. The proposed Development Agreement requires and provides for the following: 1 . The Developer is required to construct a building with 187 residential units and approximately twenty-three thousand (23,000) total square feet of commercial/retail space. 2. Urban Renewal Tax Increment Revenue Grant Obligations for 10 years of Tax Increment Finance (TIF) rebates at a rate of 75°k of the amount allowable by lowa Code. 3. A land acquisition grant of approximately $485,036.60, with the final amount to be determined based on the acreage of the parcel once it is platted. 2 4. The Developer must accept applications from prospective tenants with housing choice vouchers (issued under the U.S. HUD's Section 8 voucher program or a similar program) that are otherwise qualified prospective tenants. 5. A minimum of 10 full-time jobs must be created at the Property. If the job creation requirement has not been met at the end of the Term of the Development Agreement, the Developer is required to pay back a pro rata amount of the acquisition grant. 6. The Developer may construct pedestrian connections to the Port of Dubuque Public Parking Facility at each level of the building. Developer's business invitees and guests of Developer's residents may park in this Parking Facility. 7. Tenants, residents, and the invitees and guests of tenants and residents of the Project shall have the right to park in the Surface Parking Lot. 8. Developer will have the option to construct and maintain solar parking canopies in the surface parking lot across 5�h Street. The procedure for the disposition of this urban renewal property includes additional requirements not required for other development agreements. lowa Code § 403.8(2)(a) provides that a municipality may dispose of real property in an urban renewal area to private persons only under reasonable "competitive bidding procedures." A municipality, by public notice by publication in a newspaper having a general circulation in the community, thirty days prior to the execution of a contract to sell, lease or otherwise transfer real property, and prior to the delivery of an instrument of conveyance with respect to the real property, may invite proposals from and make available all pertinent information to any persons interested in undertaking to redevelop or rehabilitate an urban renewal area, or a part of the area. The notice must identify the area, or portion of the area, and must state that proposals must be made by those interested within thirty days after the date of publication of the notice, and that further information available may be obtained at the office designated in the notice. The municipality must consider all redevelopment or rehabilitation proposals, and the financial and legal ability of the persons making the proposals to carry them out, and the municipality may negotiate with any persons for proposals concerning the purchase, lease or other transfer of real property acquired by the municipality in the urban renewal area. The municipality may accept the proposal it deems to be in the public interest and in furtherance of the purposes of the urban renewal law. However, a notification of intention to accept the proposal must be filed with the governing body not less than thirty days prior to the acceptance. Thereafter, the municipality may execute a contract and may deliver deeds, leases and other instruments and may take all steps necessary to effectuate the contract. This notice was published October 11 , 2019. No proposals were received by City staff. 3 Representatives of Merge, LLC, as well as City staff and City partners, have prepared information that will be shared during the public hearing to provide more information about the project and provide an opportunity to address questions. RECOMMENDATION/ ACTION STEP I recommend the City Council adopt the attached resolution approving the Development Agreement which provides for the sale of City-owned property and the issuance of Urban Renewal Tax Increment Revenue Grant Obligations. 4 Dubuque City of Dubuque THE CTTY OF � � Housing& Community uiueeneacih � Development DUB E �� 350y W. 6�` Stree� Suite 312 EOPPORNNIT'IG i/u�1U UPi� IA SZOO1 Masterpiece on the Mississippi zov.zoi9 office (563) 589-4230 TO: Michael C. Van Milligen, City Manager FROM: Alexis M. Steger, Housing & Community Development Director DATE: November 14t", 2019 RE: Port of Dubuque Mixed-Use Development & Analysis of Housing Needs DISCUSSION Developers looking for a location to build housing units often contact the Housing & Community Development Department early in their search to obtain information about the market. Merge Urban Development Group was one of these developers. A housing needs assessment for the City of Dubuque has been completed by the lowa Finance Authority the past two years. The most recent assessment was completed August 2019. The assessment is attached and is what the Housing & Community Development Department provides to all developers inquiring about housing needs. This information is used by each individual developer to determine the viability of the project, what type of units will be offered, etc. Some highlights of the report show that Renter-Occupied units increased by 739 from 2010 to 2017. The household income level distribution of residents has changed in that same time period where a higher percentage of the populations households makes $75,000 or more. As seen in the table below, an additional 6% of households fall into the top two income levels, or an additional 1 ,211 households. . . - i i . . . . . �. �- 2010 Five-Year ACS 2017 Five-Year ACS Income Households % of Total Households % of Total Less than $15,000 3,062 13% 2,902 12.1% $15,000 to $19,999 1,463 62% 1,325 5.5% $20,000 to $24,999 1,761 7.5% 1,477 62% $25,000 to $34,999 3,300 14% 2,404 10°/a $35,000 to $49,999 4,049 17.1% 3,841 16°/a $50,OOOto $74,999 4,504 19.1% 5,030 21°/a $75,000 to $99,999 2,821 11.9% 3,242 13.5% $100,000 or More 2,663 11.3% 3,753 15.7% Total 23,623 100.0% 23,974 100.0% 3ervice People Ivtegrily Respovsibility Ivvova[iov Tearnwo�k The estimated median family income in the County of Dubuque increased $8,700 from $66,400 in 2017 to $75,100 in 2018. These trends show an increasing need for housing accommodating income levels that support $1 ,877 or greater per month costs. As seen in the 2016-2020 Consolidated Plan, the housing units available for the higher income levels in Dubuque do not match the households with the means to afford them. This creates a market where those with additional income "house-down" into the city's affordable units. This decreases the available affordable units that are needed for lower income residents to ensure they are not housing cost burdened. HOUSING AFFORDABILITY BY INCOME . I >iooi HAMFI ■51%to S0% HAMFI � •� ■31%to50% HAMFI � \ �.71U' HOUSEHOLDS AFFORDABLEUNITS The City of Dubuque also continues to work with developers that are interested, and in the middle of, developing, renovating affordable housing in Dubuque. These developments are often only made possible through Low-Income Housing Tax Credits, which is a program that can be applied for once a year. Due to the competitive nature of that program, only a handful of developments, proposed statewide, are granted those opportunities. The City of Dubuque works very diligently to ensure developers interested in creating affordable housing can be competitive in that program. In the past two years specifically, developers have added 124 affordable units and are in the stages of developing an additional 75, and are renovating an additional 30 as listed below: • Applewood IV, 60 Senior Units, Opened October 2017 • Marquette Hall, 28 Senior Units, Opened June 2019 • Fifteenth Street Apartments, 36 Disabled or Veteran Units, Under Construction • Central Avenue Historic Residences, 25 Family Units, Pending Tax Credit Approval • Radford Road, 50 Family Units, Under Design • 276 W 17�h Street, 30 units, Under Renovation Secvice People Integ�ity Respovsibility Ivvovafiov Teamwock Not only is creating housing in Dubuque a priority, but increasing the quality and safety of the units in Dubuque is also a priority. The Port of Dubuque "Mixed-Use" proposed development is fulfilling an important piece to a large puzzle of the Housing Needs in the City of Dubuque, as seen in the Housing Needs Assessment from August 2019 and the 2016-2020 Consolidated Plan. REQUESTED ACTION This memorandum is for informational purposes only. No action is requested; however, I respectfully recommend City Council's approval of the proposed Merge, LLC development based on the housing needs identified in the August 2019 Housing Needs Assessment and the 2016-2020 Consolidated Plan. Secvice People Integ�ity Respovsibility Ivvovafiov Teamwock Prepared By: Jill Connors. ED City of Dubuque 1300 Main St. Dubuque, IA 52001 (563) 589-4393 Return To: Kevin Firnstahl, City Clerk City of Dubuque 50 W. 13th St. Dubuque, IA 52001 (563) 589-4121 RESOLUTION NO. 406-19 APPROVING DISPOSAL OF AN INTEREST IN REAL PROPERTY OWNED BY THE CITY OF DUBUQUE BY SALE THROUGH A DEVELOPMENT AGREEMENT WITH MERGE, LLC Whereas, the City Council of Dubuque, Iowa, did on March 18, 2019 adopt an Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District ("the Plan") for the Urban Renewal Area described therein; and Whereas, the City of Dubuque, Iowa, is interested in stimulating reinvestment in the Greater Downtown Urban Renewal District; and Whereas, the Plan provides, among other things, for the disposition of properties for private development purposes; and Whereas, Merge, LLC has submitted to the City a proposal in the form of an offer to purchase (the "Development Agreement") for the purchase of certain City -owned real property hereinafter described ("the Property"), which Development Agreement proposes Merge, LLC will undertake the construction of a building located at the corner of Ice Harbor Drive and East 5th Street as described therein, which Property is the real estate consisting of approximately 1.22 acres shown on Exhibit A, and which Development Agreement requests that this Property be made available for sale as rapidly as possible; and Whereas, Iowa Code Chapter 403 authorizes cities to dispose of property in furtherance of an urban renewal project and to take other actions as may be necessary to carry out the purposes of said Chapter, and the Plan similarly authorizes the City to dispose of property; and Whereas, in compliance with Iowa Code Section 403.8, and to the extent required by law, Iowa Code Section 364.7, the City Council has set forth its proposal to dispose of 111319ba1 its interests in the Property and the City Clerk published a notice on October 10, 2019 as required by law soliciting competitive proposals for the Property; and Whereas, as of 10:00 a.m. on November 12, 2019, the City Clerk received no competitive proposals for the Property; and Whereas, the City Council believes it is in the best interest of the City of Dubuque to approve the Development Agreement proposed by Merge, LLC and the sale of the Property as provided in the Development Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Council finds that the transfer of the Property will promote the purposes of the urban renewal law, Iowa Code Ch. 403 in the City and, together with the other consideration provided for in the Agreement, that these benefits constitute fair value for the City's disposal of interests in the Property under Iowa Code Section 403.8. Section 2. The Development Agreement between the City and Merge, LLC including the sale of the Property as provided therein, is hereby approved. Section 3. The Mayor is authorized and directed to execute said Development Agreement on behalf of the City of Dubuque. Passed, approved and adopted this 18th day of November 2019. Jake A. Rios, Mayor Pro Tem Attest: Kevin,S. irnstahl, ity erk F:IUSERSItstecklelLindahlRMerge, LLC DA\Resolution Disposing Interest - Approving Merge LLC DA_111319bal.docx 2 3 V 1181FAXA -Litman° .10 A.LIJ STATE OF IOWA CERTIFICATE of the CITY CLERK ) SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 406-19 is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 19th day of November, 2019. r Kevin .'irnsta CMC, City Clerk DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MERGE, LLC As This Development Agreement ("Agreement"), dated for reference purposes the %� day of .9/Z/41 2019, is entered into by and between the City of Dubuque, Iowa, a municipality ("City"), acting under authorization of Iowa Code Chapter 403, as amended, and Merge, LLC, an Iowa limited liability company, doing business as Merge Urban Development ("Developer"). WHEREAS, Developer desires to construct a mixed-use residential and commercial/retail space building (the "Building") substantially as shown on Exhibit B-1 attached hereto (the "Site Plan") and has requested that City sell to Developer the real estate consisting of approximately 1.22 acres shown on Exhibit B-1, together with all easements, tenements, hereditaments and appurtenances belonging thereto (the "Property"); and WHEREAS, Developer and City agree that upon approval of the Plat (as defined in Section 4.8 of this Agreement), this Agreement will be amended to include the legal description of the Property; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District which has been so designated by City Council Resolution 123-67, as subsequently amended, as a slum and blighted area (the "Project Area") defined by Iowa Code Chapter 403 (the "Urban Renewal Law"); and WHEREAS, Subject to the terms of this Agreement, Developer will undertake the development of the Building to be located on the Property and will be operating the same during the term of this Agreement; and WHEREAS, Developer will make a capital investment in building improvements, equipment, furniture and fixtures in the Property including, without limitation, any public or site related improvements specifically needed for the development (e.g. utility extensions to the Property) (the "Project"), as shown on the Site Plan, Exhibit B-1 attached hereto; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on ,%//, /> , 2019, City has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, the Dubuque City Council believes it is in the best interests of the City to encourage Developer in the development of the Property by providing certain incentives as set forth herein. 091719ba1 4811-6768-1178.8 4811-6768-1178.10 NOW, THEREFORE, the parties to this Development Agreement, in consideration of the promises, covenants and agreements made by each other, do hereby agree as follows: SECTION 1. CONVEYANCE OF THE PROPERTY TO DEVELOPER. 1.1 Purchase Price. (1) Subject to the terms and conditions herein, the purchase price for the Property (the "Property Purchase Price") shall be Six Hundred Sixty -Two Thousand One Hundred Sixty -Six Dollars ($662,166) per acre for approximately 1.22 acres for a total Property Purchase Price of $807,842.52. The actual Property Purchase Price shall be adjusted based on the acreage of the Property as shown on the Plat (as defined in Section 4.7 of this Agreement) (2) Subject to the terms and conditions herein, the purchase price for the easements shown on Exhibit B-2 (the "Easements") shall be $331,083 per acre for approximately 0.49 acres for a total Easements Purchase Price of $162,230.67 for the easement areas (the "Easements Purchase Price"). The actual Easements Purchase Price shall be adjusted based on the acreage of the easements shown on the Plat. (3) The total purchase price shall be the sum of the Property Purchase Price and the Easements Purchase Price (the "Purchase Price") which shall be due and payable by Developer in immediately available funds in favor of City at the Closing (as defined in Section 4 of this Agreement). 1.2 Title to Be Delivered. At the Closing, City agrees to convey good and marketable fee simple title in the Property to Developer subject only to easements, restrictions, conditions and covenants of record as of the date hereof to the extent not objected to by Developer as set forth in this Agreement, and subject to the conditions set forth in Section 4 of this Agreement. (1) City, at its sole cost and expense, shall deliver to Developer an abstract of title to the Property continued through a date within thirty (30) days of the Closing Date reflecting merchantable title in City in conformity with this Agreement, applicable state law and the Title Standards of the Iowa State Bar Association. The abstract shall be delivered together with full copies of any and all encumbrances and matters of record applicable to the Property, and such abstract shall become the property of Developer at Closing. (2) Developer shall have until the Closing Date to render objections to title and the Plat with respect to the Property being conveyed, including any easements or other encumbrances not satisfactory to Developer, in writing to City. Developer agrees, however, to review the Abstract promptly following 2 4811-6768-1178.10 Developer's receipt of Developer's land survey, Plat and the Abstract and to promptly provide City with any objections to title identified therein. Nothing herein shall be deemed to limit Developer's rights to raise new title objections with respect to matters revealed in any subsequent title examinations and surveys and which were not identified in the Abstract provided by City. City shall promptly exercise its best efforts to have such title objections removed or satisfied and shall advise Developer of intended action within ten (10) days of such action. If City shall fail to have such objections removed as of the Closing, or any extension thereof consented to by Developer, Developer may, at its sole discretion, either (1) terminate this Agreement without any liability on its part, or (2) take title subject to such objections. City agrees to use its best reasonable efforts to promptly satisfy any such objections. City acknowledges that Developer needs to acquire the Property as described in Section 10 in order to meet construction and delivery deadlines, and City agrees to exercise its best reasonable efforts to facilitate completion of City's duties under this Agreement in order to accommodate a Closing before such date. 1.3 Rights of Inspection, Testing and Review. Developer, and its consultant(s), shall have access to the Property and all parts thereof pursuant to the terms and conditions of the Site Access Agreement attached hereto as Exhibit H and incorporated herein by reference, and shall have the further right to make such inquiries of governmental agencies and utility companies, etc. as it considers appropriate. (1) Environmental Investigation/Confidential Information. Developer shall have the right to inspect the Property prior to the Closing Date and to take whatever tests or perform such examination, as Developer shall deem appropriate, at its own risk and its sole cost and expense, to evaluate the environmental condition of the Property. Prior notice of such activity by Developer shall be provided to City (which such notice may be made by electronic mail) and written results of such activity shall be shared with City. Developer shall not disclose the information from the investigation or the report of the investigation to any party prior to the Closing, other than City without the prior consent of City except as required by law, and except that to the extent that such information is necessary to Developer's architects, engineers, surveyors, contractors, attorneys, consultants and advisors, provided, however, such persons shall agree to keep such information confidential as provided in this Section. City has a "Comfort Letter" from the Iowa Department of Natural Resources dated October 12, 2006 for the Property. City will provide additional environmental reports to Developer, if requested. (2) Hazardous Substance Remediation. (a) Prior to the Closing, if Developer determines, upon receipt and consideration of any report of investigation of the Property that applicable law requires removal and/or remediation of Hazardous Substances on the Property prior to construction of any of the Minimum Improvements, then 3 4811-6768-1178.10 Developer shall retain, at its sole cost and expense, an environmental consultant to prepare a plan (the "Environmental Remediation Plan") for the removal and/or remediation of the identified Hazardous Substances to a level as may be required by law and/or to a level sufficient to allow construction of the Minimum Improvements. (b) Based on findings of any Phase I or Phase 2, Environmental Remediation Plan or other report or investigation, Developer, in its sole discretion, may elect to terminate this Agreement prior to Closing by giving written notice to City, without any further obligation on the part of Developer or City. (3) Definitions. For the purposes of this Agreement, the following definitions shall apply: (a) Environmental Law. Any and all federal, state and/or local laws, regulations and legal requirements pertaining to (i) the protection of health, safety and the indoor and outdoor environment, (ii) the conservation, management or use of natural resources and wildlife, (iii) the protection, access to or use of surface water and groundwater, (iv) the management, manufacture, possession, presence, use, generation, transportation, treatment) storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Substance or (v) pollution (including, without limitation, any Release to air, land, surface water and groundwater), and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. 6901 et seq.; the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seq.; the Clean Air Act of 1966, as amended, 41 U.S.C. 7401 et seq.; the Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq.; the Hazardous Substances Transportation Act, 49 U.S.C. App. 1801 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. 2701 et seq.; the Emergency Planning and Community Right -to -Know Act of 1986, 42 U.S.C. 11001 et seq.; the National Environmental Policy Act of 1969, 42 U.S.C. 4321 et seq.; the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et seq.; Chapter 455B of the Iowa Code; any similar, implementing or successor law to any of the foregoing and any amendment, rule, regulation, order or directive issued thereunder. (b) Hazardous Substance or Hazardous Substances. Any hazardous or toxic substance, material or waste, which is or becomes regulated by 4 4811-6768-1178.10 any local government, the State of Iowa or the United States Government. It includes, without limitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 455B, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" shall not include any air emissions discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental agency. (c) Release. Any spilling, migrating, seeping, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substance into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks and other receptacles containing or previously containing any Hazardous Substance and including without limitation the migration of any Hazardous Substance onto the Property from an adjacent property. SECTION 2. REPRESENTATIONS OF CITY. In order to induce Developer to enter into this Agreement and purchase the Property, City hereby represents and warrants to Developer, that: 2.1 There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking. There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Easements or Surface Parking Lot (as defined in 10.10 or the, use or enjoyment thereof by Developer as contemplated under this Agreement. 2.2 No ordinance or hearing is pending or, to the best of City's knowledge, contemplated before any local governmental body which either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public 5 4811-6768-1178.10 improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. 2.3 All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer. 2.4 City has good and marketable fee simple title interest to the Property, Easements and Surface Parking Lot. 2.5 There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice. 2.6 The Property will as of the date of the Closing Date be free and clear of all liens, security interests, and encumbrances and payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property. 2.7 City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and that it has full power and authority to execute, deliver and perform its obligations under this Agreement including, without limitation, the execution and delivery of all documents contemplated under this Agreement. City's attorney shall issue a legal opinion to Developer at the time of the Closing confirming the representation contained herein, in form and substance attached hereto as Exhibit C. 2.8 Developer shall be responsible for the cost to modify or relocate all city utilities deemed necessary for the development and use of the Property as a mixed-use facility (residential and commercial/retail), including but not limited to the water main. Developer shall have the right to connect to said utilities, subject to City's connection fees. 2.9 The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property which shall in anyway be binding upon the Property or Developer. The Easements and Surface Parking Lot are free and clear of any occupants, and no party has a lease to or other occupancy or contract right in any of the Easements or the Surface Parking Lot which would, in any way, prevent the use of the Easements or the use of the Surface Parking Lot, each as intended under this Agreement. 6 4811-6768-1178.10 2.10 City shall exercise its best efforts to cooperate with Developer in the development process. 2.11 City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. 2.12 The Property is properly zoned for the various uses described in this Agreement. 2.13 City makes no warranties or representations as to the condition of the Property other than those which are expressly stated in this Agreement. 2.14 City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property, grant of the Easements and right to the use of the Surface Parking Lot; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same. 2.15 City represents and agrees that, use of the Property as a mixed-use building as described in this Agreement is in full compliance with the Urban Renewal Plan. 2.16 The Property has a permanent right of ingress and egress to a public roadway for the use and enjoyment of the Property from 5th Street and Ice Harbor Drive. The Surface Parking Lot has a permanent right of ingress and egress to a public roadway for the use and enjoyment of the Property. 2.17 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject. 2.18 The representations and warranties contained in this Section shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, and such representations and warranties shall survive the Closing. SECTION 3. REPRESENTATIONS OF DEVELOPER. The Developer makes the following representations and warranties: (1) Developer is an Iowa limited liability company duly organized and validly existing under the laws of the State of Iowa and has all requisite power and authority to own and operate its properties, to carry on its business as now 7 4811-6768-1178.10 conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (2) This Agreement has been duly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. Developer's counsel shall issue a legal opinion to the City, at time of closing, confirming the representations contained herein, containing the opinions set forth in the form attached hereto as Exhibit E which such opinions shall be subject to customary exceptions, exclusions and limitations. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, or constitute a default under any of the foregoing. (4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or result of operations of Developer or which affects the validity of the Agreement or Developer's ability to perform its obligations under this Agreement. (5) Developer will perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations. (6) Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which must be obtained or met. (7) Developer will obtain firm commitments for permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the requirements of this Agreement and shall provide evidence thereof to City prior to the Closing Date. SECTION 4. CONDITIONS TO CLOSING. The Closing (as defined in Section 5 of this Agreement) and all the obligations of Developer under this Agreement are subject to fulfillment, on or before the Closing Date of the following conditions: 8 4811-6768-1178.10 4.1 The representations and warranties made by City in Section 2 shall be correct as of the Closing Date with the same force and effect as if such representations were made at such time. At the Closing, City shall deliver a certificate, in the form of Exhibit D, to that effect. 4.2 Title to the Property shall be in the condition warranted in Section 2. 4.3 Developer shall obtain at its sole expense any and all necessary governmental approvals, including without limitations building permits, approval of zoning, subdivision or platting which might be necessary or desirable in connection with the sale and transfer and development of the Property. Any conditions imposed as a part of the zoning, platting or subdivision must be satisfactory to Developer, in its sole opinion. City shall cooperate with Developer in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, provided that City shall bear no out- of-pocket expense in connection therewith. In connection therewith, City agrees (1) to review all of Developer's plans and specifications for the Project and to either reject or approve the same in a prompt and timely fashion, but in no event more than thirty (30) days ; (2) to issue a written notification to Developer, promptly following City's approval of same, indicating that City has approved such plans and specifications, and that the same are in compliance with the Urban Renewal Plan and the Port of Dubuque Master Plan including the Port of Dubuque Design Standards (as defined in Section 10.2 of this Agreement) and/or that the appropriate waivers have been obtained, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that Developer and its lenders shall have the right to rely upon the same in proceeding with the Project; (3) to identify in writing as soon as practicable after submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Property by Developer, and the construction, use and occupancy of the Project with the intent and understanding that Developer and its lenders and attorneys will rely upon same in establishing their agreement and time frames for construction, use and occupancy, lending on the Project and issuing legal opinions in connection therewith; and (4) to cooperate fully with Developer to facilitate the obtaining of such permits, approvals and consents. 4.4 City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same. 4.5 Developer shall be in material compliance with all the terms and provisions of this Agreement. 4.6 Developer shall have received all necessary loan approvals and commitments that Developer, in its sole and absolute discretion, determines necessary or appropriate in connection with Developer's development of the Project so that Developer can comply with its obligations hereunder and Developer has confirmed to City that 9 4811-6768.1178.10 Developer has firm financial commitments in an amount sufficient, together with equity commitments, to complete the Minimum Improvements (as defined herein), as the case may be, in conformance with applicable Construction Plans (as defined herein), or City shall have received such other evidence of such party's financial ability as in the reasonable judgment of City is required. 4.7 Receipt of an opinion of counsel to Developer in the form attached hereto as Exhibit E, which such opinions shall be subject to customary exceptions, exclusions and limitations. 4.8 Developer shall have prepared and shall be prepared to record at Closing a plat of survey of Property acceptable to Developer (the "Plat"), including location and depiction of all applicable easements and other substantial improvements. 4.9 Developer shall have the right to terminate this Agreement, for any reason or for no reason, at any time prior to the Closing. Upon the giving of notice of termination by Developer to City to this Agreement, this Agreement shall be deemed null and void. 4.10 Developer shall have otherwise satisfied itself with all other aspects of proceeding with this transaction and the development of the Project as contemplated herein, including, without limitation in any way, the financial viability of developing the Project, the costs and expenses to be incurred in connection therewith, and all other aspects of the planning, designing, development, construction and completion of the Project, all as determined necessary or appropriate by Developer in its sole discretion. SECTION 5. CLOSING. The closing of the purchase and sale of the Property (the "Closing") shall take place on November 1, 2019, or such other date as the parties shall agree in writing but in no event shall the Closing take place later than June 1, 2020 (the date on which the Closing occurs shall be defined in this Agreement as the "Closing Date"). Exclusive possession of the Property shall be delivered on the Closing Date, in current condition and in compliance with this Agreement. All of City's representations and warranties regarding the Property in Section 2 shall survive the Closing. SECTION 6 CITY'S OBLIGATIONS AT CLOSING. At or prior to the Closing Date, City shall: 6.1 Deliver to Developer City's duly recordable Warranty Deed to the Property, in the form attached hereto as Exhibit F (the "Deed"), conveying to Developer marketable fee simple title to the applicable portions of the Property necessary to construct the Project, and all rights appurtenant thereto, including appurtenant easements, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in this Agreement; 6.2 Deliver to Developer the Abstract of Title to the Property; 10 4811-6768-1178.10 6.3 Deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer; 6.4 Deliver to Developer a statement at the Closing that all representations and warranties in Section 2 are correct. SECTION 7. DELIVERY OF PURCHASE PRICE. Provided that Developer has not elected to terminate this Agreement, at the Closing, and subject to the terms, conditions, and provisions hereof and the performance by City of its obligations as set forth herein, Developer shall pay the applicable Purchase Price to City pursuant to Section 1.1 hereof. SECTION 8. CLOSING COSTS. The following costs and expenses shall be paid in connection with each Closing: 8.1. City shall pay: (1) The transfer fee imposed on the conveyance, if any; (2) All special assessments whether levied, pending or assessed, if any; (3) City's attorneys' fees; (4) City's broker and/or real estate commissions and fees, if any; and The cost of recording the satisfaction of any existing mortgage and any other document necessary to make title marketable. 8.2. Developer shall pay: (1) The documentary fee necessary to record the Deed; (2) Developer's attorneys' fees; and (3) Developer's broker and/or real estate commissions and fees, if any. SECTION 9. REAL PROPERTY TAXES. From and after Closing, Developer shall pay or cause to be paid, when due, all real property taxes, assessments, fees and charges, including but not limited to water, sanitary and storm water fees, connection and tap fees, payable with respect to the Minimum Improvements (defined below) and Property. City acknowledges and agrees that Developer shall not have any obligation to pay any real property taxes, assessments, fees and charges or other similar amounts with respect to the Easements or the Surface Parking Lot. SECTION 10. MINIMUM IMPROVEMENTS. 11 4811-6768-1178.10 10.1 Minimum Improvements. Subject to Sections 10.2 and 10.3 and provided that Developer purchases the Property, Developer hereby agrees to construct the Building on the Property of not Tess than the current height of the Port of Dubuque Public Parking Facility, comprised of approximately 187 residential units and approximately Twenty - Three Thousand (23,000) total square feet of commercial/retail space, along with necessary site work as contemplated in this Agreement at an aggregate cost of approximately Eighteen Million Dollars ($18,000,000.00) (the "Minimum Improvements"); provided, however, Developer reserves the right to reconfigure the Minimum Improvements to substitute residential space with commercial/retail space, or to substitute commercial/retail space with residential space, based on Developer's determination of market conditions. 10.2 Plans for Construction of Minimum Improvements. Within six (6) months after the date of this Agreement and provided that Developer purchases the Property, Developer shall submit to City elevation drawings, site plan, building plans and specifications, and related documents with respect to the Minimum Improvements to be constructed by Developer on the Property (the "Construction Plans"). City shall promptly review all Construction Plans submitted and approve or disapprove such Construction Plans; The Construction Plans shall be in conformity with Urban Renewal Plan, including the Port of Dubuque Master Plan Design Standards (the "Port of Dubuque Design Standards"), this Agreement, and all applicable state and local laws and regulations. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by City. 10.3 Certificate of Completion. Promptly following the request of Developer upon completion of the Minimum Improvements, City shall furnish Developer with an appropriate instrument so certifying. Such certification (the "Certificate of Completion") shall be in recordable form and shall be a conclusive determination of the satisfaction or waiver and termination of Developer's agreements, covenants, and obligations in this Agreement with respect to the obligations of Developer to construct the Minimum Improvements. The Certificate of Completion shall terminate all rights of revestment of title in City as provided in Section 15 and the Certificate of Completion shall so state. 10.4 Developer Lender's Cure Rights. The parties agree that if Developer shall fail to complete the Minimum Improvements as required by this Agreement such that revestment of title may occur (or such that City would have the option of exercising its revestment rights), then Developer or Developer's Lender (as defined in Section 15.1(4)), if any, shall have the right, but not the obligation, to complete such Minimum Improvements according to the terms and conditions in this Agreement. 10.5 Connections Between Minimum Improvements and Parking Facility. Developer shall own and shall be responsible for all costs associated with the design, construction, and maintenance of the connection(s) between the Minimum Improvements and the Port of Dubuque Public Parking Facility located at 5tr, and Bell Streets (the "Parking Structure") for access to and from the Parking Structure by Developer's tenants, business invitees and guests of Developer's tenants (the "Connectors"). Developer 12 4811-6768-1178.10 shall have the option to construct the Connectors and may construct Connectors at each level between the Minimum Improvements and the Parking Structure, provided, however, nothing in this Agreement shall impose an obligation upon Developer to construct the Connectors. Plans for the proposed construction of the Connectors shall be subject to the approval of City which shall not be unreasonably withheld, conditioned or delayed. Developer shall provide City with any and all inspection documents regarding the condition of the Connectors. City may at its option at any time and for $1.00 and no additional compensation require Developer to convey the Connectors to City and in such event, Developer may retain an easement in and through the Connectors for Developer's tenants, business invitees and guests of Developer's tenants. This section shall survive the Termination Date of this Agreement. 10.6 Access Easements. (1) City shall deliver to Developer a recordable easement, for no additional consideration, granting Developer, its successors and assigns, the right to connect to the Parking Structure (at each level in which the Connectors will be constructed) during the existence of said Parking Structure, all as needed in the reasonable discretion of Developer and in a form acceptable to City and Developer. Such easements shall run with the land for the benefit of the owners, their successors and assigns and parties in possession of the Property. (2) Developer shall grant to City easements mutually agreeable to City and Developer for the location of and access to security cameras, with associated electrical and cabling, on top of the Minimum Improvements at locations identified by the City. (3) City shall retain in the conveyance of the Property easements for lighting and conduit located along the exterior of the Parking Structure. (4) Developer shall grant to City such pedestrian access easement through a pedestrian walkway (which will be included in the design of the Building) for ingress and egress to the Parking Structure as City determines is necessary in its reasonable judgment. This includes, but is not limited to, 24-hour pedestrian access to the Parking Structure public restrooms, for which Developer shall provide wayfinding signage to the reasonable satisfaction of City. (5) City shall retain in the conveyance of the Property an easement to allow reasonable access to the Parking Structure for maintenance, repairs and replacements to the Parking Structure; provided, however, no portion of the Parking Structure will be located on the Property. Developer at its cost shall clear the easement area to facilitate any Parking Structure maintenance and City at its cost shall restore the turf, concrete walkways, and trees/shrubs to their previous condition if damage is caused as part of the Parking Structure maintenance work. 13 4811-6708-1178.10 (6) City shall reserve in the conveyance of the Property to Developer an access easement for emergency vehicles for ingress, egress and access to and from the Parking Structure. (7) City shall reserve in the conveyance of the Property to Developer an easement for signage, including but not limited to signage for pedestrian wayfinding signs, restrooms, and parking ramps. (8) City shall grant to Developer an easement to attach the Developer Panels (as defined in Section 10.12 of this Agreement) to the exterior of the Parking Structure along the wall of the Parking Structure facing E. 5th Street. Developer's easement shall include, without limitation in any way, the right to keep, maintain repair, redesign, replace, and remove the Developer Panels at any time; provided that the appearance of the Developer Panels from inside of the Parking Structure shall not be materially modified (other than in the event of a removal). If Developer's redesign or replacement of the Developer Panels will materially modify the appearance of the Developer Panels when viewed from the interior of the Parking Structure, Developer shall obtain City's prior written consent before making such redesign or replacement. Developer's easement rights shall include access to the Parking Structure for all purposes related to the Developer Panels and shall include the right to make such attachments to the Parking Structure as are necessary to attach, maintain, repair, redesign, and replace the Developer Panels. Developer shall repair any damage to the Parking Structure resulting from Developer's use of the easement for the Developer Panels contained in this Section 10.6(8). 10.7. Landscaping. Provided that Developer purchases the Property, Developer shall design, construct, and maintain landscaping and pedestrian ways between the Parking Structure and the Building. The landscaping and pedestrian way plans shall be in conformity with Urban Renewal Plan, including the Port of Dubuque Design Standards, this Agreement, and all applicable state and local laws and regulations. All work with respect to the Minimum Improvements shall be in substantial conformity with the plans approved by City. 10.8. Construction Staging Area. Developer may use the area identified as the staging area shown on Exhibit I (the "Staging Area") during construction of the Minimum Improvements until the earlier of (i) the date upon which Developer receives the Completion Certificate from the City or (ii) the date of the expiration or earlier termination of this Agreement. Upon completion of the Minimum Improvements, Developer agrees to restore the Staging Area to its condition prior to the construction of the Minimum Improvements. Developer shall take commercially reasonable action to screen from view from the public streets the Staging Area at all times during construction of the Minimum improvements. The screening material to be utilized by Developer is subject to City's reasonable review and approval. Developer shall at all times during the construction of the Minimum Improvements keep 5th Street free from all construction materials and debris of any kind. 14 4811-6768-1178.10 10.9. Sidewalk Maintenance. Developer shall be responsible for the maintenance of the sidewalk abutting the Property on 5th Street and Ice Harbor Drive, the walkway between the Parking Structure and Ice Harbor Drive. 10.10. Parking Canopies. Developer shall, at any time during the term of this Agreement, have the option to construct, reconstruct, repair or replace those certain parking canopies (the "Canopies") on the parking lot shown on Exhibit J (the "Surface Parking Lot") including, without limitation in any way, the option to install solar panels upon the Canopies. If Developer elects to construct, repair or replace the Canopies, (i) the number, location and design of the Canopies shall be subject to the reasonable approval of City; and (ii) Developer shall submit to City elevation drawings, site plan, building plans and specifications, and related documents with respect to the Canopies and related solar panels and equipment to be constructed by Developer on the Surface Parking Lot (the "Canopy Plans"). City shall promptly review all Canopy Plans submitted and approve or disapprove such Canopy Plans; The Canopy Plans shall be in conformity with Urban Renewal Plan, including the Port of Dubuque Design Standards, this Agreement, and all applicable state and local laws and regulations. All work with respect to the Canopies shall be in substantial conformity with the Canopy Plans approved by City. If Developer exercises the option set forth in this Section, City and Developer shall enter into an agreement reasonably acceptable to each of the parties setting forth the parking rights, terms, conditions and restrictions related to the use of the Surface Parking Lot and construction, operation, repair, replacement, and maintenance of the Canopies. 10.11 Port of Dubuque Public Parking Facility; Surface Parking Lot. City is only providing consent for Developer's business invitees and guests of Developer's residents to park in the Port of Dubuque Public Parking Facility. Developer shall use its best efforts to require Developer's residents and employees of Developer's commercial tenants to park in the Surface Parking Lot on 5th Street, including, but not limited to, a condition in their leases approved by City, and Developer agrees to enforce such lease condition. Tenants, residents, and the invitees and guests of tenants and residents of the Project shall have the right to park in the Surface Parking Lot. At all times and without charge to the Developer or any subsequent owner of any portion of the Project, the Surface Parking Lot shall provide the Project with parking rights and parking spaces sufficient to satisfy any zoning requirement, building code requirement or other parking requirement of applicable law, provided further that if the Surface Parking Lot does not provide the Project with parking rights and parking spaces sufficient to satisfy any zoning requirement, building code requirement or other parking requirement of applicable law, City will provide such parking rights and parking spaces within 1,200 feet of the Project. 10.12 Parking Structure Decorative Panels. The Parking Structure includes non- structural, decorative panels attached to its exterior for screening and decorative purposes. In conjunction with the conveyance of the Property to Developer, City will simultaneously convey to Developer those [twenty-five (25)] decorative panels attached 15 4811-6768-1178.10 to the exterior of the Parking Structure facing E. 5th Street and visible from the Building and the courtyard areas of the Building, but excluding any panels visible from public right -of way (the "Developer Panels"). From and after the conveyance of the ownership of the Developer Panels to Developer, Developer shall thereafter maintain the Developer Panels in good condition and appearance. Developer shall have the right to redesign or replace the Developer Panels, subject to the terms set forth in Section 10.6(8) and shall have the right to remove the Developer Panels from the Parking Facility, in part or in the entirety, at Developer's discretion. SECTION 11. CITY PARTICIPATION. 11.1 Acquisition Grant to Developer. For and in consideration of Developer's obligations hereunder to construct the Minimum Improvements, City agrees to make Acquisition Grants (defined below) to Developer on the Closing Date in the following amounts: (1) The acquisition grant for the Property (the "Property Acquisition Grant") shall be Three Hundred Thirty -One Thousand Eighty -Three and no/100 Dollars ($331,083) per acre for approximately 1.22 acres for a total Property Acquisition Grant in the amount of approximately $403,921.26. The actual and final amount of the Property Acquisition Grant shall be determined using the actual acreage shown on the Plat. (2) The acquisition grant for the Easements (the "Easements Acquisition Grant") shall be One Hundred Sixty -Five Thousand Five Hundred Forty -One and 50/00 Dollars ($165,541.50) per acre for approximately 0.49 acres for a total Easements Acquisition Grant in the amount of approximately $81,115.34. The actual and final amount of the Easements Acquisition Grant shall be determined using the actual acreage shown on the Plat. (3) The total acquisition grant shall be the sum of the Property Acquisition Grant and the Easements Acquisition Grant (the "Acquisition Grant"). The parties agree that the Acquisition Grant shall be payable in the form of a credit favoring Developer at time of Closing with the effect of directly offsetting a portion of the Purchase Price obligation of Developer. 11.2 Economic Development Grants. (1) Minimum Improvements. For and in consideration of Developer's obligations hereunder, and in furtherance of the goals and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal Law, City agrees, so long as no Event of Default exists under this Agreement, to make twenty (20) consecutive semi-annual payments (such payments being referred to collectively as the "Economic Development Grants") to the Developer on the following dates: 16 4811-6768-1178.10 November 1, 2022 November 1, 2023 November 1, 2024 November 1, 2025 November 1, 2026 November 1, 2027 November 1, 2028 November 1, 2029 November 1, 2030 November 1, 2031 May 1, 2023 May 1, 2024 May 1, 2025 May 1, 2026 May 1, 2027 May 1, 2028 May 1, 2029 May 1, 2030 May 1, 2031 May 1, 2032 (2) Each payment shall be equal to 75% of the actual amount of tax increment revenues collected by City under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Developer) during the preceding six-month period in respect of the Property, the Minimum Improvements constructed by Developer (the "Developer Tax Increments"). The Developer Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter -approved physical plant and equipment levy and instructional support levy, and (iii) any other portion required to be excluded by Iowa law, and thus such incremental taxes will not include all amounts paid by Developer as regular property taxes. Nowithstanding the foregoing, however, no tax increment revenues collected by City with respect to a hotel constructed by Developer on the Property shall be included in the calculation of payments in this Section 11.2(1) (3) To fund the Economic Development Grants, City shall certify to the County prior to December 1 of each year, commencing December 1, 2021, its request for 75% of the available Developer Tax Increments resulting from the assessments imposed by the County as of January 1 of that year, to be collected by City as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Developer on November 1 and May 1 of that fiscal year. (Example: if City so certifies in December 2021, the Economic Development Grants in respect thereof would be paid to the Developer on November 1, 2022, and May 1, 2023). (4) The Economic Development Grants shall be payable from and secured solely and only by the Developer Tax Increments (which, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the "Merge Project TIF Account" of City. City hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the Merge Project TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 11.2(1) hereof. The Economic 17 4811-6768-1178.10 Development Grants shall not be payable in any manner by other tax increments revenues or by general taxation or from any other City funds. City makes no representation with respect to the amounts that may be paid to Developer as the Economic Development Grants in any one year and under no circumstances shall City in any manner be liable to Developer so long as City timely applies the Developer Tax Increments actually collected and held in the Merge Project TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Developer as and to the extent described in this Section 11.2(3). (5) City shall be free to use any and all tax increment revenues collected in respect to other properties within the Project Area, or any of the available Developer Tax Increments resulting from the termination of the annual Economic Development Grants under Section 11.2(1) hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and City shall have no obligations to Developer with respect to the use thereof. City shall also be free to use for any lawful purpose the actual tax increment revenues collected by the City and not required to be paid to Developer in respect of the Minimum Improvements. 11.3 Non-appropriation/Limited Source of Funding. Notwithstanding anything in this Agreement to the contrary, the obligation of City to pay any installment of the Economic Development Grant shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of City or a pledge of its full faith and credit under the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non -appropriation by the City Council as provided in this Section 11.3. City may exercise its right of non -appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non -appropriation shall be exercised only by resolution affirmatively declaring City's election to non -appropriate funds otherwise required to be paid to Developer in the next fiscal year under this Agreement. (1) In the event the City Council elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the installments on the Economic Development Grant due and payable in that fiscal year, then: (i) City shall have no further obligation to Developer for the payment of all installments due in the next fiscal year which cannot be paid with the funds then appropriated for that purpose; and, (ii) Developer shall be released from all further obligations under this Agreement during that same fiscal year. (2) Each installment of the Economic Development Grant shall be paid by City solely from funds appropriated for that purpose by the City Council from taxes levied on the Property that are allocated to the special fund pursuant to Iowa Code (2013) § 403.19(2). 18 4811-6768-1178.10 (3) The right of non -appropriation reserved to City in this Section 11.3 is intended by the parties, and shall be construed at all times, so as to ensure that City's obligation to pay future installments on the Economic Development Grants shall not constitute a legal indebtedness of City within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of City, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without the suspended provision. To this end the provisions of this Agreement are severable. SECTION 12. COVENANTS OF DEVELOPER. 12.1 Job Creation. (1) The development of the Property (including, without limitation in any way, the ownership, operation, maintenance and management of the Minimum Improvements and the operation, maintenance and management of the Surface Parking Lot) shall result in a minimum of ten (10) full-time equivalent ("FTE") employees in Dubuque, Iowa which such FTE employees shall be contracted for, employed or otherwise engaged on or prior to January 1, 2023 and shall be maintained at or with respect to the Property during the term of this Agreement. It is agreed by the parties that Developer has no FTE employees in Dubuque, Iowa, as of January 1, 2019. FTE employees shall be calculated by adding together all hours worked by direct or indirect employees related to the Property including, without limitation in any way, all full-time employees, part-time employees, employees of Developer's commercial tenants (for purposes of clarification, employees, self-employed business owners, independent contractors and other self-employed individuals using the Property as their primary place of service rendered, including, without limitation in any way those individuals working in shared spaces or co -working space configurations shall be included in the calculation of FTEs,) and shall be calculated on the basis of 2080 hours per year as one FTE employee, In the event that the certificate provided to City under Section 12.2 hereof on January 1, 2032 (the "FTE Date") discloses that the Property has not as of the FTE Date resulted in at least 10 FTE employees as provided hereinabove, Developer, shall pay to City, promptly upon written demand therefor, an amount calculated by dividing the Acquisition Grant by 10 (the required number of FTE employees) and multiplying that product by the number of FTE employee positions that do not exist as of the FTE Date. For example, if only 8 FTE employee positions exist as of the FTE Date, the amount 19 4811-6768-1178.10 calculated above shall equal the amount calculated by (1) taking $485,036.60 (subject to adjustment under Section 11.1 above), (2) dividing $485,036.60 by 10 for a result of $48,503.66 and (3) multiplying that result ($48,503.66) by 2 (which is the number of FTE positions absent as of the FTE Date) for a total payment obligation of $97,007.32. The foregoing payment and reduction of the Acquisition Grants shall be the City's sole remedies for the failure of Developer to meet the job creation requirements of this Section 12.1. (2) City retains the right to begin escrowing amounts in anticipation of Developer's obligation to refund a portion of the Acquisition Grant under subsection 12.1(1) above by withholding a portion of the semi-annual Economic Development Grant payable under Section 12.1(1) of this Agreement beginning February 1, 2030 if the certificate provided to City under Section 12.2 hereof on January 1, 2030 discloses that Developer as of that date has not created and maintained, as of the date of such certificate, the FTE employees required by Section 12.1(1). City shall not withhold any amount in excess of the amount calculated in Section 12.1(2). In the event that the certificate provided to City under Section 12.2 hereof on the FTE Date discloses that Developer does have, as of the FTE Date, at least the required FTE employees as provided in subsection 12.1(1) of this Agreement, City shall release to Developer the amount of the Economic Development Grants withheld under this subsection 12.1(2) of this Agreement. (3) Operation of Property; Housing Vouchers. For and in consideration of the Grant offered under this Agreement, during the operation of the Property, including the Building, as a rental residential property, Developer shall accept, or cause to be accepted, applications from prospective tenants with housing vouchers (issued under the U.S. HUD's Section 8 voucher program or a similar program) that are otherwise qualified prospective tenants. 12.2 Certification. To assist City in monitoring the creation and maintenance of FTE employees resulting from the ownership, operation management and maintenance of the Property hereunder, not later than January 15, 2023, and not later than January 15 of each year thereafter during the term of this Agreement, a duly authorized officer of Developer shall certify to City in a form acceptable to City the number of FTE employees employed on January 1, 2030 and on January 1 of each year thereafter calculated by adding together all hours worked by direct or indirect employees related to the Property including, without limitation in any way, all full-time employees, part-time employees, employees of Developer's commercial tenants (for purposes of clarification, employees, self-employed business owners, independent contractors and other self- employed individuals using the Property as their primary place of service rendered, including, without limitation in any way those individuals working in shared spaces or co - working space configurations FTEs) at the Property in Dubuque, Iowa on the first day of 20 4811-6768-1178.10 each of the preceding 12 months determined based on the terms set forth in Section 12.1. 12.3 Insurance Requirements: (1) Developer shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a Completed Value Form in an amount equal to one hundred percent (100%) of the Building (including Minimum Improvements) replacement value when construction is completed, and including flood coverage for the full replacement cost of the Building including Minimum Improvements, naming City as an additional insured and loss payee. Coverage shall include the "special perils" form and developer shall furnish City with proof of insurance in the form of a certificate of insurance. (2) Upon completion of construction of the Minimum Improvements and during the term of this Agreement, Developer shall maintain, or cause to be maintained, at its cost and expense property insurance against loss and/or damage to the Building (including the Minimum Improvements) under an insurance policy written with the "special perils" form and in an amount not less than the full insurable replacement value of the Building (including the Minimum Improvements), and including flood coverage for the full replacement cost of the Building including Minimum Improvements, naming City as loss payee. Developer shall furnish to City proof of insurance in the form of a certificate of insurance. (3) The term "replacement value" shall mean the actual replacement cost of the Building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. (4) Developer shall notify City immediately in the case of damage exceeding $50,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance ("Net Proceeds"), shall be paid directly to Developer as its interests may appear, and Developer shall forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall apply the Net Proceeds of any insurance relating to such damage received by Developer to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property (as its interests may appear). Developer shall complete the repair, reconstruction and restoration of Minimum Improvements whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient. 21 4811-6768-1178.10 Notwithstanding the foregoing, if the Building is damaged or destroyed and the cost of repair or restoration of the Building would exceed 25% of the value of the Property as of the date of such damage or destruction, then Developer shall not be obligated to rebuild, reconstruct and restore the Building on the Property and may: (5) (a) Replace the Minimum Improvements, including the Building, subject to the approval of the plans by City, with a project of equal to or greater value than the Minimum Improvements, including the Building, required by this Agreement; or (b) Terminate this Agreement by delivering written notice to City within sixty (60) days after the event causing such damage or destruction. If Developer elects to terminate this Agreement as set forth in this Section, Developer agrees to raze the remaining improvements, clear the site of the Building materials and return the Property to substantially the grade existing prior to construction of the Building. Upon written notice by City delivered to Developer that the Property has been returned to substantially the grade existing prior to construction of the Building, City shall have a one-time exclusive option to purchase the Property upon the terms and conditions set out in the Option Agreement attached hereto as Exhibit K. This covenant shall survive the termination of this Agreement. 12.4 Non -Discrimination. In carrying out the Project, Developer shall not discriminate against any employee or applicant for employment or housing because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, or disability. 12.5 Conflict of Interest. Developer agrees that no member, officer or employee of City, or its designees or agents, nor any consultant or member of the governing body of City, and no other public official of City who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to the Project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project, or in any activity, or benefit therefrom, which is part of the Project at any time during or after such person's tenure. In connection with this obligation, Developer shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 12.6 Non -transferability; Permitted Transfers. Until such time as the applicable Minimum Improvements are complete (as certified by City under Section 10.4), except as provided in this Section, this Agreement may not be assigned by Developer nor may the Property be transferred by Developer to another party without the prior written consent of City, which consent shall not be unreasonably withheld. Thereafter, 22 4811-6768-1178.10 Developer shall have the right to assign this Agreement and upon assumption of all of the obligations in the Agreement by the assignee, Developer shall no longer be responsible for its obligations under this Agreement. Nothing in this Section 12.6 shall prevent Developer from assigning its rights in this Agreement to another entity, so long as said entity consists of the same owners as Developer, and such transferee agrees to be bound by the provisions of this Agreement as if such transferee were an original signatory hereto. Without limitation upon the foregoing, Developer may assign its rights and obligations under this Agreement, without the City's consent or approval to: (a) an entity owned or controlled by Developer; (b) an entity owned or controlled by any member of [QOZF]; or (c) an entity affiliated with [QOZF] or Developer by commonality of ownership of at least fifty percent (50%). As used herein, "owned or controlled" shall mean holding at least fifty percent (50%) of the interests in such company or an entity or person serving as manager with it being understood that Merge LLC has been designated the sole manager of [QOZF] pursuant to the Delaware Limited Liability Act, Delaware Code, Title 6, Section 18-101. Nothing herein, further, shall prevent or restrict Developer from collaterally assigning its rights under this Agreement in connection with a financing of the Project (or any portion thereof), it being understood that Developer may do so without the approval or consent of the City. 12.7 Restrictions on Use. Developer agrees for itself, its successors and assigns, and every successor in interest to the Property or any part thereof that they and their respective successors and assigns, shall: (1) Devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and City represents and agrees that, use of the Property as a mixed-use building as described in this Agreement is in full compliance with the Urban Renewal Plan); and (2) Not discriminate upon the basis of race, religion, color, sex, national origin, age, sexual orientation, gender identity or disability in the sale, lease, rental, use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof (however, Developer shall not have any liability to City to the extent that a successor in interest shall breach this covenant and City shall seek enforcement of this covenant directly against the party in breach of same). 12.8 Compliance with Laws. Subject to City's representations, warranties and covenants with respect to City's obligation to comply with laws, rules and regulations relating to the Property as set forth in this Agreement, Developer will comply with all laws, rules and regulations relating to the Property and the Minimum Improvements, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Developer. 23 4811-6768-1178.10 SECTION 13. COVENANTS OF DEVELOPER FOLLOWING CONSTRUCTION OF THE PROJECT. 13.1 Books and Records. During the term of this Agreement and from and after completion of the Minimum Improvements, Developer shall keep at all times and make available to City upon reasonable request proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Developer with respect to the Property and the Minimum Improvements in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Developer shall provide reasonable protection against loss or damage to such books of record and account. 13.2 No Exemptions. During the term of this Agreement, and except as otherwise permitted by this Agreement, Developer agrees not to apply for any state or local property tax exemptions which are available with respect to the Development Property or the Minimum Improvements located thereon that may now be, or hereafter become, available under state law or city ordinance during the term of this Agreement, including those that arise under Iowa Code Chapters 404 and 427, as amended. 13.3 Compliance with Laws. Developer will comply with all laws, rules and regulations relating to the Property and the Minimum Improvements, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of the Developer. 13.4 Repairs. (1) Developer shall at all times at Developer's own costs and expense, keep the Property and the Improvements thereon, and all sidewalks, curbs, and all appurtenances to the Property, in good order, condition and repair, casualties and ordinary wear and tear excepted and to a condition satisfactory to City. Developer shall keep the Property in such condition as may be required by law and by the terms of the insurance policies furnished pursuant to the Agreement, whether or not such repair shall be interior or exterior, and whether or not such repair shall be of a structural nature. (2) City shall have the right to require Developer upon written notice to repair or remove any structure on the Property which City determines does not comply with the requirements of this Section 13.4, and Developer shall repair or remove, as the notice may require, any such structure within one hundred twenty (120) days after receipt of such notice. (3) City shall have no obligation to Developer for any maintenance expense of any kind including legal fees on the Property, including but not limited to, private roads, parking areas, utility connections or buildings. 24 4811-6768-1178.10 (4) This Section 13.4 shall survive the termination of this Agreement. SECTION 14. EVENTS OF DEFAULT. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: 14.1 Failure by Developer to pay or cause to be paid, before thirty days after such payments are due, all real property taxes assessed with respect to the applicable Minimum Improvements and Property; 14.2 Failure by Developer to cause the construction of the applicable Minimum Improvements (or applicable phases of Minimum Improvements) to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement; 14.3 Subject to Section 12.5, transfer of any interest by Developer of the Property or this Agreement in violation of this Agreement prior to the issuance of the final Certificate of Completion for any applicable phase; or 14.4 Failure by Developer to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. SECTION 15. REMEDIES ON DEFAULT BY DEVELOPER. 15.1 Whenever any Event of Default referred to in Section 14 occurs and is continuing, City, as specified below, may take any one or more of the following actions after the giving of written notice by City to Developer (and the holder of any mortgage encumbering any interest in the Property of which City has been notified of in writing) of the Event of Default, but only if the Event of Default has not been cured within sixty (60) days following such written notice, or if the Event of Default cannot be cured within sixty (60) days and Developer or if applicable, the Mortgagee, does not provide assurances to City that the Event of Default will be cured as soon as reasonably possible thereafter: (1) City may suspend its performance under this Agreement until it receives assurances from Developer deemed adequate by City, that Developer will cure its default and continue its performance under this Agreement; (2) Until the Closing, City may cancel and terminate this Agreement; (3) City may withhold the Certificate of Completion; and (4) In the event that subsequent to conveyance of the Property to Developer by City and prior to receipt by Developer of the Certificate of Completion, but subject to the terms of the mortgage granted by Developer to secure a loan obtained by Developer from a commercial lender or other financial institution ("Developer's Lender") to fund the acquisition of the Property or construction of 25 4811-6768-1178.10 the applicable Minimum Improvements (a "First Mortgage") an Event of Default under Section 15 of this Agreement occurs and is not cured within the times specified in Section 16, then City shall have the right to re-enter and take possession of the Property and any portion of the applicable Minimum Improvements thereon and to terminate (and revest in City pursuant to the provisions of this Section 16 subject only to any rights in any holder of the First Mortgage) the estate conveyed by City to Developer. The intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to Developer shall be made upon the condition that (and the Deed shall contain a condition subsequent to the effect that), in the event of default under Section 15, prior to the receipt of the Certificate of Completion, on the part of Developer and failure on the part of Developer to cure such default within the period and in the manner stated herein, City may declare a termination in favor of City of the title and of all Developer' rights and interests in and to the Property conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interests of Developer, and any assigns or successors in interest to and in Property, shall revert to City (subject to the provisions of Section 16 of this Agreement), but only if the events stated in Section 15 of this Agreement, which occurs prior to the receipt of the Certificate of Completion, have not been cured within the time period provided above, or, if the events cannot be cured within such time periods, Developer does not provide assurance to City, reasonably satisfactory to City, that the events will be cured as soon as reasonably possible. Notwithstanding the foregoing, however, City agrees to execute a Subordination Agreement in favor of Developer's Lender, in a form reasonably acceptable to City and to Developer's Lender. (5) Upon the revesting in City of title to the Property as provided in Section 15.1(4) of this Agreement, City may resell the Property, and if it elects to do so, it shall, pursuant to its responsibility under law, use its best efforts, subject to any rights or interests in such property or resale granted to any holder of a First Mortgage, to resell the Property or part thereof as soon and in such manner as City shall find feasible and consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party or parties (as determined by City in its sole discretion) who will assume the obligation of making or completing the applicable Minimum Improvements or such other improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such Property or part thereof in the Urban Renewal Plan. Subject to any rights or interests in such property or proceeds granted to Developer's Lender upon such resale of Property the proceeds thereof shall be applied: (a) First, to pay and discharge the First Mortgage; (b) Second, to pay the principal and interest on mortgage(s) created on the Property, or any portion thereof, or any improvements thereon, previously acquiesced in by City pursuant to this Agreement. If more than 26 4811-6768.1178.10 one mortgage on the Property, or any portion thereof, or any improvements thereon, has been previously acquiesced in by City pursuant to this Agreement and insufficient proceeds of the resale exist to pay the principal of, and interest on, each such mortgage in full, then such proceeds of the resale as are available shall be used to pay the principal of and interest on each such mortgage in their order of priority, or by mutual agreement of all contending parties including Developer, or by operation of law; (c) Third, to reimburse City for all allocable costs and expenses incurred by City, including but not limited to salaries of personnel, in connection with the recapture, management and resale of property or part thereof (but less any income derived by City from the property or part thereof in connection with such management); any payments made or necessary to be made to discharge any encumbrances or liens (except for mortgage(s) previously acquiesced in by City) existing on the Property or part thereof at the time of revesting of title thereto in City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, default or acts of Developer, its successors or transferees (except with respect to such mortgage(s)), any expenditures made or obligations incurred with respect to the making or completion of applicable Minimum Improvements or any part by City on Property or part thereof, and any amounts otherwise owing to City (including water and sewer charges) by Developer and its successors or transferees; and (d) Fourth, to reimburse Developer up to the amount equal to (1) the sum of the Purchase Price paid to City for the Property and the cash actually invested by Developer in making any of the applicable Minimum Improvements on Property, less (2) any sums previously received by Developer with respect to the Purchase Price or sums expended with respect to the Minimum Improvements. (6) Upon revesting in the City to the Property as provided in Section 16.1(4) of this Agreement, if the City does not resell the Property within one year, the City shall reimburse Developer up to the amount equal to (1) the sum of the Purchase Price paid to City for the Property and the cash actually invested by Developer in making any of the Applicable Minimum Improvements on Property, less (2) any sums previously received by Developer with respect to the Purchase Price or sums expended with respect to the Minimum Improvements. SECTION 16. REMEDIES ON DEFAULT BY CITY. If City defaults in the performance of this Agreement or any of its representations and warranties contained herein or otherwise fails to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, Developer may take any action, including legal, equitable or administrative action which may appear necessary or desirable to collect any payments due under this Agreement, 27 4811-6768-1178.10 to recover expenses of Developer, or to enforce performance and observance of any obligation, agreement, or covenant of City under this Agreement. Developer may suspend its performance under this Agreement until it receives assurances from City, deemed adequate by Developer, that City will cure its default and continue its performance under this Agreement. Additionally, City will reimburse Developer all costs and expenses incurred by Developer, including, but not limited to salaries of personnel and reasonable attorney fees and expenses, incurred as a result of City's default(s) in the performance of this Agreement or any of City's representations and warranties contained herein. SECTION 17. REMEDIES GENERALLY. 17.1 A non -defaulting party may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 17.2 No remedy herein conferred upon or reserved to a party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. 17.3 In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 17.4 If any action at law or in equity, including an action for declaratory relief or arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation may be set by the court in the trial of such action or by the arbitrator, as the case may be, or may be enforced in a separate action brought for that purpose. Such fees and costs of litigation shall be in addition to any other relief which may be awarded. SECTION 18. GENERAL TERMS AND CONDITIONS. 18.1 Notices and Demands. Whenever this Agreement requires or permits any notice or written request by one party to another, it shall be deemed to have been properly given if and when delivered in person or three (3) business days after having been deposited in any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as follows: If to Developer: 4811-6768-1178.10 Merge, LLC Attn: Brent Dahlstrom, Partner & Manager PO Box 128 28 With a copy to: With a copy to: If to City: With a copy to: Cedar Falls, IA 50613 Phone: (319) 505-3609 Merge, LLC Attn: Joy Hannemann c/o Spaces 811 E. Washington, Suite 500 Madison, WI 53703 Snell & Wilmer, L.L.P. One Arizona Center 400 East Van Buren Street, Suite 1900 Phoenix, AZ 85004 Attn: Byron Sarhangian Phone: (602) 382-6531 City Manager City Hall 50 W. 13th Street Dubuque, IA 52001 Phone: (563) 589-4110 Fax: (563) 589-4149 City Attorney City Hall 50 W. 13th Street Dubuque, IA 52001 Or at such other address with respect to either party as that party may, from time to time designate in writing and forward to the other as provided in this Section 18.1. 18.2 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. Except as provided in Section 12.7 neither party shall assign any of its rights or obligations hereunder without the prior written consent of the other party. 18.3 Termination Date. Unless terminated sooner under the terms of this Agreement, this Agreement and the rights and obligations of the parties hereunder shall terminate on June 1, 2032 (the "Termination Date"), unless otherwise extended as provided herein. 18.4 Force Majeure. A party shall be excused from its obligations under this Agreement if and to the extent and during such time as the party is unable to perform its obligations or is delayed in doing so due to events or conditions outside of the party's reasonable control (each a "Force Majeure Event") including, without limitation in any way, as the result of any acts of God, war, fire, or other casualty, riot, civil unrest, 29 4811-6768-1178.10 extreme weather conditions, terrorism, strikes, and/or labor disputes or other matter beyond the control of such party. Upon the occurrence of a Force Majeure Event, the party incurring such Force Majeure Event will promptly give notice to the other party, and thereafter the parties shall meet and confer in good faith in order to identify a cure of the condition affecting its performance as expeditiously as possible. 18.5 Applicable Law; Severability. This Agreement shall be subject to, construed and enforced in accordance with the laws of the state of Iowa. If any provision of this Agreement is held invalid under applicable Law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and to this end, the provisions hereof are severable. 18.6 Interpretation; Headings. Words and phrases herein shall be interpreted and understood according to the context in which they are used. The headings of the articles, sections, paragraphs and subdivisions of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or expand or otherwise affect any of the terms hereof. 18.7 Entire Agreement; Counterparts; Remedies Cumulative. This Agreement, including any Exhibits, all of which are incorporated by this reference, and the documents executed and delivered pursuant hereto, constitute the entire agreement between the parties, and may be amended only by a writing signed by each party. All agreements, instruments and documents referred to in this Agreement are by this reference made a part of this Agreement for all purposes. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. The parties shall have, in addition to the rights and remedies provided by this Agreement, all those allowed by all applicable laws, all of which shall be in extension of and not in limitation of those provided hereunder. 18.8 Waivers. Prior to issuance of the Certificate of Completion, no waiver by either party of any breach of this Agreement, or of any warranty or representation hereunder, shall be deemed to be a waiver by the same party of any other breach of any kind or nature (whether preceding or succeeding the breach in question, and whether or not of the same or similar nature). (1) No acceptance by a party of payment or performance after any such breach shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder, whether or not the party knows of the breach when it accepts such payment or performance. (2) No failure by a party to exercise any right it may have under this Agreement or under law upon another party's default, and no delay in the exercise of that right, shall prevent it from exercising the right whenever the other party continues to be in default. No such failure or delay shall operate as a waiver of any default or as a modification of the provisions of this Agreement. 30 4811-6768-1178.10 18.9 Construction Against Drafter. It is acknowledged that each of the parties have had substantial input individually, and by their attorneys, into the drafting of this agreement. It is therefore agreed that the Agreement shall not be construed for or against either of the parties based upon the identity of the drafter of the final Agreement. 18.10 Execution by Facsimile. The parties agree that this Agreement may be transmitted between them by facsimile machine or electronic transmission. The parties intend that the faxed or electronic transmission signatures constitute original signatures and that a faxed or electronically transmitted Agreement containing the signatures (original, faxed or electronically transmitted) of all the parties is binding on the parties. 18.11 Memorandum of Development Agreement. Developer shall promptly record a Memorandum of Development Agreement in the form attached hereto as Exhibit G in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the costs for so recording. 18.12 No Personal Liability. Notwithstanding anything herein, no member, shareholder, director, partner, manager, officer or employee of Developer shall have any personal liability under this Agreement, whether to City or otherwise, including, without limitation, as a result of a default or breach by Developer, or for any amount which becomes owing hereunder by Developer, or any obligation not performed by Developer. 18.3 Estoppel Certificates; Financing. City, at any time and from time to time, upon not less than ten (10) days' notice from Developer, shall execute, acknowledge and deliver to Developer (or any party upon Developer's request, including any lender or prospective lender of Developer), a statement in writing: (a) certifying that this Agreement is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Agreement, as so modified, is in full force and effect); and (b) acknowledging that there are not, to City's knowledge (as applicable), any uncured defaults on the part of Developer hereunder, or specifying such defaults if they are claimed. Any such statement may be relied upon by any existing or prospective lender, title insurer, purchaser, assignee, or other third party. City further agrees to provide such other reasonable assurances as may be necessary or required by a lender to facilitate the financing of any aspect of the Project, including the individual financing of only a portion of the Project or Property. IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and behalf by its Mayor and attested to by its City Clerk and Developer has caused this Agreement to be duly executed on or as of the first above written. CITY OF DUBUQUE, IOWA By: 31 4811-6768.1178.10 Jake A. Rios, Mayor Pro Tem By: Kevirf S. Firnstahl, Ci y Clerk '(Ditty Beal) 4811.6768-1178.10 32 MERGE, LLC By: Brent Dahlstrom, Partne Manager STATE OF IOWA ) COUNTY OF DUBUQUE ) SS On this �' day of 191,107, , 20g before me the undersigned, a Notary Public in and for the said ounty and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the-Mayel. and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said -Mayer and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. J ; A . 'j os /Mayor Tem y� �� L-= L �G, ( otary Public STATE OF IOWA ) •?(ACLMVO k ) COUNTY OF-BtfBtfQW€ ) SS PAMELA J. McCARRON Commission Num or 772419 My Comm. Exp. On this I day of C-iLYe\W-eX 20 V i, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Brent Dahlstrom, to me personally known, who, being by me duly sworn, did say that they are Partner & Manager of Merge, LLC the corporation executing the instrument to which this is attached and that as said Partner & Manager of Merge, LLC acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by them voluntarily executed. F:\USERS\tstecklelLindahl\Merge, LLC DA\Merge 090519bal.docx 33 4811-6768-1178.10 JILL L KRAAYENBRINK Commission Number 797477 My Commission Expires Jul 29, 2022 EXHIBIT A EXHIBIT B-1 EXHIBIT B-2 EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I LIST OF EXHIBITS Urban Renewal Plan Site Plan Proposed Plat City Attorney Certificate City Certificate Opinion of Counsel to Developer Warranty Deed Memorandum of Development Agreement Site Access Agreement Construction Staging Area EXHIBIT J Surface Parking Lot EXHIBIT K Option Agreement INSURANCE SCHEDULE 34 .1K1 1-6768-117 S.10 EXHIBIT A URBAN RENEWAL PLAN On file at the Office of the City Clerk, City Hall, 50 West 13th Street, Dubuque, Iowa 35 4811-6768-1178.10 EXHIBIT B-1 SITE PLAN 36 4811-6768-1178.10 DUBUQUE MIXED -USF SITE PLAN RESIDENTIAL IIRETAIL frlitto Retail s• Fast Casual Food COMNON ROOF DECK Residential rederian Ctrcutanon r 1 VIEWSRED L J View Toward City ON11SHOT Ar:I T C (7. 17. 4811-6768-1178.10 SCALE: 1104 = 37 5330119 EXHIBIT B-2 PROPOSED PLAT 38 4811-6768-1178.10 CITY OF DUBUQUE EXHIBIT B-2 PROPOSED LOT AND EASEMENTS PROPOSED LOT TOTAL AREA APPROX. = 1.22 ACRES EASEMENT TOTAL AREA APPROX. = 0.49 ACRES 39 4811-6768-1178.10 EXHIBIT C CITY ATTORNEY'S CERTIFICATE 40 4811-6768-1178.10 Barry A. Lindahl, Esq. Senior Counsel Suite 330, Harbor View Place 300 Main Street Dubuque, Iowa 52001-6944 (563) 583-4113 office (563)583-1040 fax balesq@cityofdubuque.org RE: Dear Dubuque katid City 11111 2007 • 2012 • 2013 (DATE) THE CITY OF DUB Masterpiece on the Mississippi I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_. The City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement and has full power and authority to execute, deliver and perform its obligations under this Agreement, and to the best of my knowledge, the representations of the City Manager in his letter dated the day of , 20_, are correct. BAL:tls 41 4811-6768-1178.10 Very sincerely, Barry A. Lindahl, Esq. Senior Counsel EXHIBIT D CITY'S CERTIFICATE 42 4811-6768-1178.10 OF Dubuque THE CITY DUB E I. Masterpiece on the Mississippi Dear 2012 (DATE) City Manager's Office City Hall 50 West 13th Street Dubuque, Iowa 52001-4864 (563) 589-4110 office (563) 589-4149 fax ctymgr@cityofdubuque.org I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in connection with the execution and delivery of a certain Development Agreement between (Developer) and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_. On behalf of the City of Dubuque, I hereby represent and warrant to Developer that: (1) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking; (2) No ordinance or hearing is pending or, to the best of City's knowledge, contemplated before any local governmental body which either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any gpvernment agency to widen, modify, or re -align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (3) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer and City has provided true and correct copies of all such documents to Developer; (4). City has good and marketable fee simple title interest to the Property; (5) There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, 43 4811-6768-1178.10 zoning, air pollution or health violations as they relate to the Property of which it has actual notice; (6) The Property will as of the date of the Closing Date be free and clear of all liens, security interests, and encumbrances and payment has been made for all labor or materials that have been furnished to the Property or will be made prior to the Closing Date so that no lien for labor performed or materials furnished can be asserted against the Property; (7) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and that it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at the time of each Closing confirming the representation contained herein, in form and substance attached hereto as Exhibit C; (8) All City utilities necessary for the development and use of the Property adjoin the Property, and Developer shall have the right to tie into and use said utilities upon payment to City of the required connection and tap fees and all other applicable fees; provided, however, that the cost of any utility relocation shall be at the sole cost of Developer; (9) The Property is free and clear of any occupants, and no party has a lease to or other occupancy or contract right in the Property which shall in anyway be binding upon the Property or Developer; (10) City shall exercise its best efforts to cooperate with Developer in the development process; (11) City shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion; (12) With respect to the period during which City has owned or occupied the Property, and to the best of City's knowledge after reasonable investigation with respect to the time before City owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property other than as described in the environmental reports that City has provided to Developer, which materials, if known to be present, would require cleanup, removal or some other remedial action under Environmental Laws; (13) There are no fees or other charges payable by Developer for the construction of any City utilities serving the Property other than the fees for connecting to and installing meters and tap fees with regard to such utilities and all city utilities necessary for the development and use of the Property as a 44 4811-6768-1178.10 mixed-use facility adjoin the Property and Developer shall have the right to connect to said utilities, subject to City's connection fees; (14) The Property is properly zoned for the various uses described in this Agreement. (15) City makes no warranties or representations as to the condition of the Property other than those which are expressly stated in this Agreement; (16) City has completed all required notice to or prior approval, consent or permission of any federal, state or municipal or local governmental agency, body, board or official to the sale of the Property; and consummation of the Closing by City shall be deemed a representation and warranty that it has obtained the same; (17) City represents and agrees that, use of the Property as a mixed-use building as described in this Agreement is in full compliance with the Urban Renewal Plan; (18) The Property has a permanent right of ingress and egress to a public roadway for the use and enjoyment of the Property from Bell Street; (19) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and shall not result in any material breach of any terms or conditions of any mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which either City or the Property being conveyed may be subject; and (20) The representations and warranties contained in this Section shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, and such representations and warranties shall survive the Closing. MCVM:jh 45 4811-6768-1178.10 Sincerely, Michael C. Van Milligen City Manager EXHIBIT E OPINION OF COUNSEL TO DEVELOPER 46 4811-6768-1178.10 Mayor and City Councilmembers City Hall 13th and Central Avenue Dubuque IA 52001 Re: Development Agreement Between the City of Dubuque, Iowa and Dear Mayor and City Councilmembers: We have acted as counsel for (Developer) in connection with the execution and delivery of a certain Development Agreement (Development Agreement) between Developer and the City of Dubuque, Iowa (City) dated for reference purposes the day of , 20_. We have examined the original certified copy, or copies otherwise identified to our satisfaction as being true copies, of the Development Agreement and such other documents and records as we have deemed relevant and necessary as a basis for the opinions set forth herein. Based on the pertinent law, the foregoing examination and such other inquiries as we have deemed appropriate, we are of the opinion that: 1. Developer is a corporation organized and existing under the laws of the State of Iowa and has full power and authority to execute, deliver and perform in full Development Agreement. The Development Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by City, is in full force and effect and is valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. 2. The execution, delivery and performance by Developer of the Development Agreement and the consummation of the transactions thereunder, will not result in violation of (i) any provision of, or in default under, the articles of incorporation and bylaws of Developer, or (ii) any indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order, statute, rule, regulation or restriction to which Developer is a party or by which Developer's property is bound or subject and which is set forth on Schedule _ hereto. 3. We are not representing Developer in connection with any action, suit or proceeding pending or overtly threatened against Developer before any court, arbitrator or governmental agency that questions the validity of the Development Agreement. With regard to this opinion, we have checked the records of this firm to ascertain that we are not representing Developer with respect to the foregoing. We have made no further investigation. 47 4811-6768-1178.10 This opinion is rendered for the sole benefit of the City of Dubuque and no other party may rely on this opinion. This opinion is rendered and valid as of the date of this letter and we have no duty to update this opinion for any matters which come to our knowledge after the date of this letter. Very truly yours, 48 4811-6768-1178.10 EXHIBIT F WARRANTY DEED 49 4811-6768-1178.10 Prepared by: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque IA 52001 563 583-4113 Tax Statement to: SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: that the City of Dubuque, Iowa, a municipal corporation of the State of Iowa ("Grantor"), in consideration of the Grantee named below undertaking the obligations of the Developer under the Development Agreement described below and the sum of and no/100 Dollars ($ ) in hand paid, and other good and valuable consideration, and pursuant to the authority of Chapter 403, Code of Iowa, does hereby GRANT, SELL AND CONVEY unto [Merge, LLC an Iowa limited liability company] ("Grantee"), the following described parcel(s) situated in the County of Dubuque, State of Iowa, to wit (the "Property"): LEGAL DESCRIPTION HERE Grantor reserves and retains for itself the following as shown on the Plat: (1) Easements for lighting and conduit located along the exterior of the Port of Dubuque Public Parking Facility (the "Parking Facility"). (2) An easement to allow reasonable access to the Parking Facility for maintenance, repairs and replacements to the Parking Facility; provided, however, no portion of the construction of future improvements to the Parking Facility will be located on the Property. Grantee, at its cost, shall clear the easement area to facilitate any Parking Facility maintenance and City, at its cost, shall restore the turf, concrete walkways, and trees/shrubs to their previous condition if damage is caused as part of the Parking Facility maintenance work. (3) An access easement for emergency vehicles for ingress, egress and access to and from the Parking Facility. 50 4811-6768-1178.10 (4) An easement for signage, including but not limited to signage for pedestrian wayfinding signs, restrooms, and parking ramps. This Deed is exempt from transfer tax pursuant to Iowa Code section 428A.2(6). This Deed is given pursuant to the authority of Resolution No. of the City Council of the City of Dubuque adopted the day of , 20_, the terms and conditions thereof, if any, having been fulfilled. This Deed is being delivered in fulfillment of Grantor's obligations under and is subject to all the terms, provisions, covenants, conditions and restrictions contained in that certain Development Agreement executed by Grantor and Grantee herein, dated the day of , 20_ (the "Agreement"), a memorandum of which was recorded on the day of , 20_, in the records of the Recorder of Dubuque County, Iowa, Instrument Number In the event that an Event of Default occurs under the Agreement and Grantee herein shall fail to cure such default within the period and in the manner stated in the Agreement, then Grantor shall, subject to the terms, limitations and restrictions set forth in the Agreement, have the right to re-enter and take possession of the Property and to terminate and re -vest in Grantor the estate conveyed by this Deed to Grantee, its assigns and successors in interest, in accordance with the terms of the Agreement. Promptly after completion of the Minimum Improvements in accordance with the provisions of the Agreement, Grantor will furnish Grantee with a Certificate of Completion in the form set forth in the Agreement. Such certification by Grantor shall be, and the certification itself shall so state, a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of Grantee, and its successors and assigns, to construct the Minimum Improvements and the dates for the beginning and completion thereof, it being the intention of the parties that upon the granting and filing of the Certificate of Completion that all restrictions, re -vesting of title, and reservations of title contained in this Deed and in the Agreement with respect to the Property be forever released and terminated and that any remaining obligations of Grantee pursuant to the Agreement shall be personal only. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder of Dubuque, Iowa. If Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, Grantor shall, within twenty days after written request by Grantee, provide Grantee with a written statement indicating in adequate detail in what respects Grantee has failed to complete the improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts will be necessary, in the opinion of Grantor, for Grantee to take or perform in order to obtain such certification. 51 4811-6768-1178.10 None of the provisions of the Agreement shall be deemed merged in, affected or impaired by this Deed. Grantor hereby covenants to warrant and defend the said premises against the lawful claims of all persons whomsoever claiming by, through and under it. Dated this of , 20 at Dubuque, Iowa. CITY OF DUBUQUE IOWA By: Roy D. Buol, Mayor Attest: By: Kevin S. Firnstahl, City Clerk 52 4811-6768.1178.10 STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of , 20_, before me a Notary Public in and for said County, personally appeared Roy D. Buol and Kevin S. Firnstahl to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal Corporation, and that said instrument was signed and sealed on behalf of said Municipal Corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public in and for Dubuque County, Iowa 53 4811-6768-1178.10 EXHIBIT G MEMORANDUM OF DEVELOPMENT AGREEMENT 54 4811-67684178.10 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Merge, LLC, an Iowa limited liability company was made regarding the following described premises: LEGAL DESCRIPTION HERE The Development Agreement is dated for reference purposes the day of 20_, and contains covenants, conditions, and restrictions concerning the sale and use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 20_. CITY OF DUBUQUE, IOWA By: Roy D. Buol, Mayor By: Kevin S. Firnstahl, City Clerk 55 4811-6768-1178.10 MERGE, LLC By: Brent Dahlstrom, Partner & Manager STATE OF IOWA ss: DUBUQUE COUNTY On this day of , 20_, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to said instrument is the seal of said Municipal Corporation and that said instrument was signed and sealed on behalf of said Municipal corporation by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notary Public, State of Iowa 56 4811-6768-1178.10 STATE OF IOWA : ss: DUBUQUE COUNTY On this day of , 20 , before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Brent Dahlstrom to me personally known, who being by me duly sworn did say that they are the Partner & Manager of Merge, LLC, the corporation executing the instrument to which this is attached and that as said Partner & Manager of Merge, LLC acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by him voluntarily executed. Notary Public, State of Iowa 57 4811.6768-1178.10 EXHIBIT H SITE ACCESS AGREEMENT 58 4811-6768-1178.10 SITE ACCESS AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MERGE, LLC This Agreement (the "Agreement") is made and entered into this day of , 2019, by and between the City of Dubuque, Iowa, an Iowa municipal corporation ("City"), and Merge, LLC, an Iowa limited liability company ("Developer"). WHEREAS, City is the owner of the real estate shown on Exhibit B-1 (the "Site"), attached hereto, which is being considered as a Development Project by City and Developer; and WHEREAS, Developer desires access to the Site prior or as part of a Development Agreement for purposes of surveying, environmental studies, soils reports, engineering studies and other site analysis; and WHEREAS, the City desires to allow Developer access to the Site for such purposes prior to the closing, subject to the conditions set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. ACCESS TO SITE. Subject to the conditions herein, the City hereby grants to Developer and its consultant(s) full and continuing access to the Site and all parts thereof, upon reasonable notice to City, and at Developer's sole expense, for surveying, environmental studies, soils reports, engineering studies and other site analysis. Prior to access to the Site, Developer shall obtain approval from the City of the following (which such approval shall not be unreasonably withheld, conditioned or delayed): consultant(s), scope of work to be conducted on the Site, and schedule for the work to be done on the Site. SECTION 2. RESTORATION OF SITE. Developer agrees to timely pay and discharge all claims of any kind by its consultants, contractors, subcontractors and suppliers with respect to any work performed at the Site, including but not limited to claims for labor or material furnished in connection therewith, and to defend, indemnify and hold harmless City from and against any and all such claims. In the event that the Development Agreement is not approved by City and Developer by , 20_, or, if the Development Agreement is approved but the Site acquisition set forth in the Development Agreement does not close for any reason by , 20_, Developer shall, at Developer's sole expense by not later than , 20_, restore the Site to substantially the same condition as existed on the date of this Agreement, and upon such restoration to City's reasonable satisfaction, this Agreement shall then terminate. 59 4811-6768-1178.10 SECTION 3. CONDITION OF THE SITE. City makes no warranty or representation as to the condition of the Site unless expressly stated in the Development Agreement. Developer acknowledges that any work performed by Developer and/or its consultant(s) at the Site is at their sole risk. Developer shall insure that all work at the Site is done in accordance with all applicable laws and permits (if required) and in a good worker -like manner. Developer and its consultants shall daily leave the Site in a condition no less safe than before the work was conducted. Developer and its consultant(s) are solely responsible for obtaining any and all permits required for the work to be conducted at the Site. No hazardous chemicals and wastes may be stored or disposed of on the Site and all such materials must be used only as allowed by law. Developer shall be responsible for identifying any and all utilities serving the Site prior to conducting invasive work on the Site. SECTION 4. SHARING OF INFORMATION. Developer shall provide City with copies of any and all reports and documents resulting from the work conducted at the Site upon the request of the City, which information shall be managed as per the parties' separate Confidentiality Agreement. Developer and/or its consultant(s) shall notify the City immediately upon discovery of any hazardous or unsafe condition at the Site. SECTION 5. INDEMNIFICATION. Developer shall defend, indemnify and hold harmless City, its officers, agents and employees from and against any claim and cost of any kind, including without limitation, attorneys' fees and consulting fees, arising out any work at the Site by or on behalf of Developer and its consultants. This obligation shall survive the termination of this Agreement. SECTION 6. INSURANCE. Developer shall provide insurance as set forth in the attached Insurance Schedule. CITY OF DUBUQUE, IOWA MERGE, LLC By By Michael Van Milligen Brent Dahlstrom City Manager Partner & Manager 60 4811-6768-1178.10 EXHIBIT I CONSTRUCTION STAGING AREA 61 4811-6768-1178.10 Special Achievement in GIS Construction Staging Area —,- -- Al° DIJBUQ1 if - 2018 Award Winner I \ 1111)11 1 -- - , A ' ,-* ,.;;;,,s,=4,.x• , x. .• tI • // ' ..tr.. ./. .e . , , st*-- ;• f + i - ‘• : 40, ..,,. e ' i 6116 / 40,1 N dei i , I w / t• . r , /, * / / ROE COMM%) I k 111A4311Wi AREA ‘ t / , • . , • L ', - , k . , _ . .. ‘ •.;••'\ ' • 1 ,::* • DR I'VEVy'AY C1.111B•C;ti F „,, • ...... -.4. .„ 4.• - ,.. .‘a, '4 ; . ; I DEWALK TO REMAIN OPEN ./., . , . ‘,.. ...,A. .,-, ' • Q , .i.', : . ,,•,. --'*- . 4 i . ......... DRIVE_Vy'Av CURB -CLT v . , c bk SOP' olk - . ._,...,,,- - OP' . .4. - - y , • - - , , .-,,-,,-” _ alp CiliD11441EP . N ,..... ., ...ht..... w......, Map Avor.arad ty 0. • • 44.).444•141- / 0 unter00.4 NW. vta , br ...44.A.44 0•114.r.414Ve.., 'AVM *.. , CA'? Of C..ituqu5 a oc ., • K .01.212.to Weerwoon fallAbuk C4.1% sr* 1 In Ch . 1 50 'eet Ergnaemil Ewa co e. svol.... Mtininvrene ....4i 404111170, 440.4r V\I - Am --E 1441.47(0.4 ololourpreatneeneAn Po S., we K.rttteenC 50 \Nam 13h Straw NeAde.114 •ct tehddikerr tr We t m Uthxt. krkalw% Cutuque Iowa 52C01 414.0•••'1•0, 0141,41, 4.1(4.9i td4fil•44 WYO. A4•44041310 taf 1,41.1,441. 4144, tait 4 4.4..4•0040/1/11/11/444...1•64 150 75 0 ' 50 Fee: PhGete 50,3,t 50064270 S Fax 5594205 (5631 N 4811-6768-1178.10 EXHIBIT J SURFACE PARKING LOT 4811-6768-1178.10 63 1 EXHIBIT K OPTION AGREEMENT 64 4811-6768-1178.10 OPTION AGREEMENT For valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged and subject to the terms and conditions set forth herein, Merge, LLC (hereafter "Grantor"), hereby grants to the City of Dubuque, Iowa (hereafter "Grantee"), an exclusive option to purchase the real estate legally described as follows: See legal description attached hereto as Exhibit A and made a part hereof (hereafter the Option Property). Grantor hereby grants to Grantee an exclusive option to purchase the Option Property as provided in subsection 12.3(4) of the Development Agreement wherein the Grantor is the City and the Grantee is the Developer, dated , 2019, incorporated herein by this reference (the "Development Agreement"). The total option purchase price ("Option Purchase Price") shall be the greater of (i) the sum of the Property Purchase Price and Easement Purchase Price (the "Total Property Purchase Price") in the Development Agreement or (ii) the Fair Market Value of the Option Property, or (iii) an amount determined by increasing the Total Property Purchase Price by an amount equal to the percentage increase in the CPI (determined as of the date Grantee exercises this option). "Fair Market Value" of the Property shall be determined by an independent appraisal of the Property made by an appraiser jointly selected by Grantor and Grantee and, if Grantor and Grantee are unable to agree on an independent appraiser, then each party shall select an appraiser and those two appraisers shall select a third appraiser which such third appraiser shall determine the fair market value of the Property. "CPI" shall mean the Consumer Price Index for All Urban Consumers, U.S. City Average, for all items, 1982-84=100, published by the United States Department of Labor on its website at http://www.bls.gov/cpi. Upon Grantee's payment to Grantor of the Option Purchase Price, Grantor shall convey the Option Property to Grantee by Warranty Deed in the same form as delivered to Developer upon purchase of the Option Property from Grantee, subject to only the Permitted Exceptions. As used in this Option Agreement, the term "Permitted Exceptions" collectively shall mean (i) all of the matters of record as of the date Grantee conveyed title to Grantor under the Development Agreement; (ii) any other matters approved in writing by Grantee at any time during Grantor's ownership of the Property; (iii) any and all easements, covenants, conditions, restrictions and other agreements entered into by Grantor from time to time in connection with Grantor's ownership and development of the Minimum Improvements (as defined in the Development Agreement), but excluding Monetary Liens. "Monetary Liens" shall mean deeds of trust, mortgages, judgment liens, mechanics' liens, materialmen's liens, and delinquent tax liens and/or assessments encumbering the Option Property. Grantor shall pay, release or cause to be paid and released, any Monetary Liens encumbering the Option Property at or prior to the conveyance of the Option Property to Grantee. 65 4811-6768-1178.10 Grantee shall exercise this option, if at all, by giving written notice of such intent to exercise this option, as provided in the Development Agreement, which such notice shall be given within thirty (30) days after the date upon which Developer delivers written notice to City of Developer's election to terminate the Development Agreement under Section 12.3(4) of the Development Agreement. If Grantee fails to give written notice of its intent to exercise this option within the time period provided in the prior sentence, Grantee's option shall automatically terminate and be of no further force and effect. Upon termination of the option under this paragraph, either party may record a written termination of the option in the appropriate land records of the county in which the Option Property is located. If Grantor timely delivers written notice of its intent to exercise this option, Grantor, at its expense, shall promptly continue and pay for the abstract of title to the Option Property continued through a date not more than thirty (30) days prior to the closing date stated in the written notice of the exercise of the option made by Grantee (which such closing date shall not be more than sixty (60) days after the date of Grantee's written notice of the exercise of the option). Such abstract shall show marketable title in the Grantor in conformity with this Option Agreement, subject to the Permitted Exceptions and otherwise in conformity with Iowa law and title standards of the Iowa State Bar Association. The abstract shall become the property of the Grantee when the Option Purchase Price is paid in full. Grantor shall pay costs of additional abstracting or title work due to acts or omissions of the Grantor. This Option Agreement shall apply to and bind personal representatives, successors in interest and permitted assigns of the parties. This Option Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. Dated this day of , 2019. CITY OF DUBUQUE, IOWA MERGE, LLC By: By: Roy D. Buol, Mayor Brent Dahlstrom, Partner & Manager By: Kevin S. Firnstahl, City Clerk (City Seal) 66 4811-6768.1178.10 STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of 20_, before me the undersigned, a Notary Public in and for the said County and State, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal corporation executing the instrument to which this is attached; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor and City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City, by it and by them voluntarily executed. Notary Public STATE OF IOWA COUNTY OF DUBUQUE ) ) ) SS On this day of 20_, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared Brent Dahlstrom, to me personally known, who, being by me duly sworn, did say that he is Partner & Manager of Merge, LLC the corporation executing the instrument to which this is attached and that as said Partner & Manager of Merge, LLC acknowledged the execution of said instrument to be the voluntary act and deed of said company, by it and by them voluntarily executed. Notary Public 67 4811-6768-1178.10 EXHIBIT A LEGAL DESCRIPTION 68 4811-6768-1178.10 INSURANCE SCHEDULE A 69 4811-6768-1178.10 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A Merge, LLC shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to the lease, license, or permit commencement All lessees of City property and right of way licensees or permittees shall submit an updated certificate annually. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Eg. Merge, LLC Development Agreement dated 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque 4. The lessee, licensee, or permittee shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a material breach of the lease, license, or permit. 6. All required endorsements shall be attached to certificate. 7 Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form is approved by the Director of Finance and Budget. The lessee, licensee, or permittee must identify and list in writing all deviations and exclusions from the ISO form. 8 If lessee's, licensee's, or permittee's limits of liability are higher than the required minimum limits then the lessee's, licensee's, or permittee's limits shall be this agreement's required limits. 9. Lessee, licensee, or permittee shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Lessee, licensee, or permittee agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the lessee, licensee, or permittee. 10. Lessee, license & permittees shall be responsible for deductibles and self-insured retention. Page 1 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees May 2019 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A (Continued) EXHIBIT 1 A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit S2,000,000 Products -Completed Operations Aggregate Limit S1;000,000 Personal and Advertising Injury Limit 51;000,000 Each Occurrence S1;000,000 Fire Damage Limit (any one occurrence) S50,000 Medical Payments 55,000 1) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02. All deviations from the standard ISO commercial general liability form CG 0001, or Business owners form BP 00 02, shall be clearly identified. 2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit.' 3) Include endorsement indicating that coverage is primary and non-contributory. 4) Include Preservation of Governmental Immunities Endorsement (Sample attached). 5) Include additional insured endorsement for: The City of Dubuque; including all its elected and appointed officials; all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 10 (Ongoing operations) or its equivalent. 6) If lessee, licensee, or permittee utilizes Trikkes or Segways in the conduct of business; include an endorsement reflecting that these vehicles are not excluded from Commercial General Liability coverage. 7) Policy shall include Waiver of Right to Recover from Others Endorsement. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85. Coverage A Coverage B Statutory—State of Iowa Employers Liability Each Accident 5100,000 Each Employee -Disease S100,000 Policy Limit -Disease S500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. OR Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sec. 87.22. Completed form must be attached. Page 2 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees May 2019 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A (Continued) C) POLLUTION LIABILITY Coverage required: yes X no Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs. Pollution product and completed operations coverage shall also be covered. Each occurrence Policy Aggregate S2,000,000 S4,000,000 1) Policy to include job site and transportation coverage. 2) Include additional insured for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 2010. (Ongoing operations) or its equivalent and CG2037(completed operations) or its equivalent. 3) Include Preservation of Governmental Immunities Endorsement. 4) Provide evidence of coverage for 5 years after completion of project. D) PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT yes X no Evidence of property coverage provided: yes Include the City of Dubuque as Lender Loss Payable. E) RIGHT-OF-WAY WORK ONLY: UMBRELLA/EXCESS $1;000,000 X yes no Umbrella/excess liability coverage must be at least following form with the underlying policies included herein. F) FLOOD INSURNACE X yes _ no Full replacement cost of building including Minimum Improvements. Page 3 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees May 2019 SITE PLAN TOTALBUILDING: � � IIEVELI =TYPEIAPODIUM, LEVEL2-6= TYPE � � A WOOD CONSTRUCTION, MAXIMUM HE61HT ` � 80788 65F �� 1 _ _ ,. BUILDING: (LEVELI: RETAIL/LOBBY) i� �� f� �¢. .� ^ . � ,�,. �� i'%-� O Ca�y JF irJ ,_.sc ., ' ier y.-,.. 23727 RE�S� a]� - '►31 ��-�--v---�r� �y, .�,'• 3,111 65F LOBBY � _ � - 1,065GSFCORRIDOR �� a ��^��T�� _ — 3120565FATLEVELI � " �` - - - ' - a BUILDING: (LEVELS 2-4: RESIDENTIAL) �� , 93,615 65F<2-4 STORl7 � �93,615 65F RE51 DE NTIAL- 20% iRcu�rioN> /6aosaFr/uNir =»sss LEVEL5 VIEWSHED »s uNirs BUILDING: (LEVELS 5-6: RESIDENTIAL) � 55,968 65F <5-6 STORY) I C749COMMONROOM/6305Q T/UNITLA69O9) � 69 UNITS � V � 187 TOTAL UNITS V � \ � BUILDING: ( LEVEL 5) � � 741 65F COMMON SPACE \ RESIDENTIAL�UANTITIES AT E�UAL MIX \ � MICRO 4005QFT-20% <+/-37 UNITS� � CITV � � STUDIOSOOSQFT-20%�+/-37UNITS� � VIEWSHED � i 1 BED 6505QFT-20% (+ -37 UNITS) � � � 1BED7005QFT-20% <+/-37UNIT5) � � �� 2BED9005QFT-20% <+/-37UNITS� � � RNER � / � p � VIEWSHED � � RESIDENTIAL � �.�� \ a�e�� A p � � % ssrzz�a" �Oeg \� A� � � � RETAIL � pR��`a ��n ��A � Micro Retail + Fast Casual Food '� � „ � ?�F�� 0 � � � ft � COMMON ROOF DECK � "�� u ��o� Residential � o°qE �� Pedestrian Grculation �� VIEWSHED � L J View Toward Ciry � N � `J N I � S H O T SCALE: 1" =100' ARCH IT ECTU R E 2019.0429 E 4TH / E 5TH STREET TOTAL BUILDING: (LEVEL 1 = TYPE I A PODIUM, LEVEL 2-6 = TYPE � 1811 A WOOD CONSTRUCTION, MAXIMUM HEGIHT /--� ��,� 180,788 GSF �% � BUILDING: (LEVELI: RETAIL/LOBBY) \� 23 727 R�ETAIL�S� �� DIAMOND JO \ j CASINO DUBUQUE \� 3,111 GSF LOBBY \ 1,065 GSF CORRIDOR � 31205 GSF AT LEVEL 1 ��.��= BUILDING: (LEVELS 2-4: RESIDENTIAL) � // 93,615 GSF (2-4 STORI'� FLEXSTEEL � (93,615 GSF RESIDENTIAL-20% INDUSTRIES. CIRCULATION�/630 SQFT/UNIT = 118.88 W C � 118 UNITS � / � � BUILDING: (LEVELS 5-6: RESIDENTIAL) `\\ �� ✓ 55,968 GSF (5-6 STORY� �� 41�COMMON ROOM/630 SQ T/U IT�69�89 � A �V DUBUQUE PUBLIC 69 UNITS ' � .� � PARKING FAQLITY 187 TOTAL UNITS \� -�' � � . � BUILDING: ( LEVEL 5) � ' Y •ar, � \ 741 GSF COMMON SPACE � "� � RESIDENTIAL �UANTITIES AT E�UAL MIX `\� � �� \` � /•� �� \/ //J � � ��a M1CR0 400 SQFT -20% (+�-37 UN1TS� �\ � �-' r \ STUDlO 500 SQFT - 20% (+/-37 UNITS� � '.., -y' '�4 � 1 BED 650SQFT -20% (+/-37 UNITS� � �� '� � � � 1BED700SQFT -20% (+/-37UNITS� A �� \ 2 BED 900 SQFT -20% (+/-37 UNITS� � � e �\ �"� p � i - ❑ RESIDENTIAL \�.�\ �... 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This will minimize the amount of vehicles. By including these into the project, the energy consumed by the building. site will be prepared for the future. 0 ¢° �° � � SUSTAINABILITY STRATEGIES Scale: NOT TO SCALE � � � PASSIVE STRATEGIES SUSTAINABLE COMPONENTS Passive strategies are employed to minimize the By selecting and incorporating sustainable amount of energy used from the very beginning materials into the design, the buildings will of design. By using these, the building will not contribute to the sustainable design goals of the need to use as much energy as it otherwise community. would have. SLINGSHOTARCHITECTURE.COM 2019.0429 2019.01 - Dubuque Mixed Use ,_ � \ I � � � � V � ' l _ , - , _ • _ - ---- __ _ __ _- - I �� I � URBAN STREET SCAPE ' ? 2 � - - � ti *� � � , � ` - - ' _:� _ ��yp P � ,, � I_ .1 �� \ -� _� , �� ,� _ � � � .I _ , r,_�: 6COM - Mixed Use Develo ment �-- ,,'�• _ R °� p � �'� i�- '� W� � �`:� �� Project Reference: Quentin Hart, Mayor of Waterloo ,. � _ F. - - 1 I �� „,�� -s. � � J\ 6th Street & Commercial Street - -- - t � ,` ' ` � �` � � \ v I Waterloo, lowa r� � � - � � ��' � ��_ � '; � �i� �'._�,'r�� i �=� �� i � \ �� "� ,� . ��:- �� y � This project was an open lot with access to the waterfront " ��s.. ' =r�.� .rs" �� V�_�� z ;� �`� � � ��` , .�f�� < - � and roximit to the bike trail. There are man auto- > _�t , p Y Y f ti -,, \' � -' .,',.�� '��A. I•; .' , EFAlL l' . . , _ . '�i i ,' ' -= related businesses east and south, while on the west � � � ;� �` ��'" , , , '�� ;'�j-'�� _ � � �� is � '� ' ,},�, , _ .�/� _ I � 4 , side more banks, restaurants and shops. The goal of the «► n_►r�� I�: �� - - � � � �# _ ' }� i` building and its use was to engage the pedestrians along ��- � � �� — ` ` - �" � Commercial Street with retail-oriented programs, bring ,- _ _ .. ��,;_ �i -- - I people together at the courtyard level on 2nd floor, and ` expose residents to amazing city views. The unit mix provides attainable living options for young professionals � - small unit scale made comfortable and practical through � impeccable design. . I I � — - ; -- -- � / � - — � � _/ � _ ' �-" :� --�-__-, -- I I •-III . - � � - -`��i 1` � . I i � I Z I � __- V��•• -�— r TH MMER IAL . - ` '-__ --- ' • .: � �� '`� - i - � 6 & CO C - - - � I _ � .�m - -; __ -_,__- � � :� �,�, ----� -�,•- -_ - - _ �,�.. I' _k; WATERLOO, 10� , �-��' II `==- '� _ - _ III � � ,� ��;\ �� - .. �- + . ;_ '��_�. f 'm. r 0 � ° ri _ , ' I �i - , .. `� I , - �G. . - � '� � � � �- �,,.' i , .,r i I I!lu� � �; � _ � ♦ II m � i - - ,- . � , � � I . II � I �� i t ]I��I I � --� - � f�.��: ��.,� � ;.d 11 _ — — ��I� =-o,;, . _ � � -�1 � � � r , �� 11 _ � � _ _ � � � � L� _� � � ' � � - � .�; - - �., ; 'J -- ��. ��=�;� , �� , . � - ,. �: , , . - - - _'�,.y-- =, ,'�� ,_ _ . ` , =� - r �1 �r: ��:�,� �'- �` � ��.�77 } �! � \� l \ � ■1 11 1 ' 6� � — 1- 1 � - � � y�k,-�µ�� ^ 'I �� V I `_�`� . � - ��I � �� '`-.�- � � -�' .. 1�' �'a �3�.ivarJ- �bsi�w �Q � i JNI � SHOT MERGE � B�LTON AR C H I T E C T U R E URBAN DEVELOPMENT GROUP & MENK Real People.Real 5olutions. SLINGSHOTARCHITECTURECOM 2019.04.29 2019.01 - Dubuque Mixed Use URBAN STREET SCAPE I � , o � �� ,;. - - �. , �; �:� , _ I` . � �j � �� - � !� � � Arts Mall - Mixed Use Development ��- ^ � � � � � � �h. �� ' �;% � � �. j d Project Reference: Dana Jergenson, US Bank N.A. � , ► _ � �� `- � � � � � � � ' ��; � � �I _ � , � Waterloo, lowa � � - �. }� � � � � , � _ d �� v I � ' I��L ^ f ' � � / �'; M This pro�ect was one of the first Opportunity Zone 11 � � � ; �. developments to break ground in the nation. The � � � r � i� � � I� , �� _ „ , .� � existing site had limited "street frontage" and 1 r I-I , � , '� " � connectivity to the river due to height of the - - . �� r .I �� j � � \` � j� � i � existing raised plaza. To create an active "first �,� °?.�'c. . '� ,, ` � � � ' !l�'.k- I � � "°: �• * � i�,; ! I I • ~ i` ��. I � � �',rf:(Illf(I - . � floor", it was critical to create a form that linked the ' � - � � / � street plane to the plaza out to the amphitheater - - � ^� � � — � � � � ` � - // / / _ �-# : � . . ` -I� 'A .,'"'� / I t, . �/.// an underutilized community asset. The site indudes �'.�..•<-.-- , � �/�� ' ,� - �1 ' __ �. � 70 residential units, each with a river-front view. ��'4�- --� ` ��„ .✓' `'�� ' ��r..� .� � ' � _h ^� _� .� h ' 4� ��I , r � _ 'Y ,� 7 � ;,. � � !' x�;. ,. -.�'" ART BLOCK -�:�`" -..t: , • _ :,:� y�y -y . .4 iI 4 �' - ' � �� t � � �, � , . r S"' . s. - ' n � , s� � A�' ��• � ' a'Sn' v�. . � _. I. } -�f.�t- t' � y ' �1' ?s � � Y. . .e' -�; :.n - ti�'a� r � '� i ' T.. t: r � � `c ��C i.y� �,\ �.. � " ,- � _ � ��- e . ' 1 i. �� " � � �^'.lii � i,. • - ' �•_� ' . �. ��j _. j�f� _ t�`; ' ,� �� "'� ,.` � �ftiA�'1� ' � � . � l ` , , _ y,�_.. � — _ `�4` ,y �,. - - '�i..- - r ..,1:'� r�e,t. ,�fv��, . . j ��• �1""� _�� '`� � __ � i'TY� :.;t � (1 Ml� /. ..a _—. � ij3{ /� �� .._ .f . ' � 5.ly�yY-�r ,. �e� � lllty1l��` _ . __-9 ��`' _ �, , �� y 9- �� - . �_ _ . �.,... , i�- -. JNI � SHOT � MERGE �II� BOLTON A R C H I T E C T U R E �RBAN DEVELOPMENT GROIIP & M E N K Real People.Real SoluGons. SLINGSHOTARCHITECTURE.COM 2019.0429 2019.01 - Dubuque Mixed Use IJ I--� � L � U � �� ;� URBAN STREET SCAPE �' —� � � ' � �'� �'. - �r�� I — -�'�i i�_ _ — � � . ,s 4 a ^ _ r I �. ' North Side Yard - Mixed Use Development "�� `+�� '� � _ - '�� .__� � 4 � � I I �i. . � � " j- �M. L ��, , � i; � � _- Pro�ect Reference: Michael Ostrowski Cit of � , �y i 1 � Y ►';� - ,.. �,;.-� � � ��` i _ I w � ' � .� ;�� T I Stevens Point I� , � f " l( �l �i,� _ ��— ,, .' � '� ` I � �!. _ ��•�, '►. • :• �- - � -C www.livenorthsideyard.com �� -��; �6t+ia• ' �,- , '�.`+'�'`+ -.'`� — —__=.- � �. t+-a.c . , �� -- _ .---- -� ( 1017 Third Street '��- - ��~ % �� ' � � �� • Stevens Point, WI �' � C� �'�_ w - � � �,� �•` �"�� .� � �� ' i` _ � . - _- • �� Merge's first Wisconsin project was unanimously ( � _ �� ° � �" �� .-� ' �, __ approved in Stevens Point in February 2019. The - " -,"� �'I' _- development's guaranteed taxable value is $25M. � The North Side Yard is over 200 residential units � � � - a mix of furnished micro studios, 1 bedroom, 2 f-��" - � bedroom, and townhomes. The project consists L of five total buildings that vary from 2- to 4-story. � � �� Two buildings include retail for a total of 30,000 square feet. Design is currently underway, the �� °°R�^�E=�REE� contractor selected is Market &Johnson, and the � �� -�WWWWVW�_ -------- development team plans to break ground in July � � '� ' �i � "` � 0 � 2019. � �� [ .� - � j ,. � aEo�E �� ' -=-� I ti �, ��o�� I �� PPEa�E. � . -:�` � _ �� E� II� ,�oo ; �_ _ __ [ ^{.- ; E�. _ — , _ �II' „s � � soo — . �� M�� NORTH SIDE YARD • � , ��;,� ,M �o � � � '_..Y. ,_I�, T,, �, - _ ' coua,vaao :..._i � ;,.- � � � � i � � oF�r�REPRo�E�r � soo � � Mo�o • i r - �oNNE oN r ��_ i _ _ ,,.�' 'y �- � � � C� � � � � "�------------ ------ `�, --soo i � �.�: � I � � w�,+ —, — , �I � — �r�,�s R— ----- e��o�� . _ �_,�� ,�� .3i� �-��i I I , � � �0 630o F� 3000 =oo0 30=0 - � � _. � = � _ '-A`f ��;. ►� ��.�-r�11i:��; _.,::. �;' ¢.�J r __ J , � �� -_��- - - - - — - - Ir � JNI � SHOT MERGE AR C H I T E C T U R E URBAN DEVELOPMENT GROUP SLINGSHOTARCHITECTURECOM 2019.04.29 2019.01 - Dubuque Mixed Use � � � � � U � � � � �E � � ;. �[" a�.' 7 *'. � [l i'� �:+ �{'. ,,�` � � � if9 gby F 'i,f �� MASTER P�ANNING �� `� 'V ��'�y �� F � � � _ _ M�z - �� ;��., - _ � _ � " `° -�—i -�� ,i , ,� � _ ,1 - ' �.�. . . � �L � � 1 -� i i ;—;`� , - ,,,�. p � _ �; River Place Market - Mixed Use Develo ments �� — � � �.�j � l' � co�VATY ° �5�. ''�. p f ._ n _ '� � `�. -' +'. �� + �l� � ' - _ , - � I'� �,� v a� � ' ,� �'-_ � - J-`-! � :�� j - �.; . :�� :.� 100 E. Second Street ,�*� `� � � ' �_- �� r I ��'' T7 � ` � � � �,, Cedar Falls, lowa �. � �� T ,I � ,�. !' � �� F. «� � �i 1�! }�� -� :�.�� 1 �i.. �' { � �� • � w� � . _ ♦ �i � MU1 SSR2 � F . . J .. _ � i e. i:y , — - � . _ --� � � � �_ �* � F l �_ , .�:._ . . The River Place Market is a series of mixed use buildings �: -� � , �'� �•r� � ; � t�- � �. - --' , . . �+"` ..- �i i � 2.' �` �- ' '� 1 �i `;+ ` that brought downtown living back into Cedar Falls. � _�-.'� -- I t,.:>' =; �,;:'�•;,�;� . - � I-;a � �; ! � Being directly off Main Street, these projects helped � y ._* �' — � - ' � � " �. y J � �. � revitalize and reactivate the surrounding areas. By offering �- "1�-11 _ �i — —`-- .�� - � � � -- i , � ;': commercial spaces in addition to residential living, each ' � � �1 -- � " ''� � : � � � � �,. � project has become a destination for both retailers and "_ ,� SSR, � � ' visi tors. T he River P lace Mar ke t u ti lizes t he surroun ding -__�� _ I� �---� � ., ; � -.• '� amenities, such as the adjacent river, and helps bring life ''',- � '+t � M� �f ' and activity back into an otherwise unused portion of the . �� . �,}� '� �` city. r ��, / � : ,!_�;/I/j�,� >;�� , - II ,_ �" � RIVER PLACE MARKET � .. � ,. ,.. �, :; ;; . , , , ;: : . .. � � �; . : . � � � '- r � � �� - � �� _ — - �I� e ' ��' � � � -�� _-� - , , _ r . _ / �=�1"i"�`°�'"' I =_ r : .:.r � � �fl —_�`� 0 3 - ;,.n ''t� � � � �I � = � "`..'"— � � ,, �� _ . t �� / �� j�� +.. � i� -- ��TA ,; l/ �T � � � � I '"` �'L�U `� 1 � � �' 1 � �! � � � �1 � �� ,p A '�" , ' s �.-- \ _ 4 \ j�� ,r I� � -'� a '� n �. _� - ~ �- � ` L --� � _ ��'a � � ��,�� _ _ �� iy�.. -�� _ _ .i.� � � � '� I\1 �;J;�`�- — w'*`-�L� - �\ � _ . _ — - __ .a�� _ ;. � � . . � �, ' ... I � - _ - , [ . " ' ,.-.� �� tyj. `M .�1►YR�� ., . _ �! JNI � SHOT _� - � �� '� ,�,�: ARCHITECTURE SLINGSHOTARCHITECTURECOM 2019.04.29 DAVE LYONS SUSTAINABLE INNOVATION CONSULTANT - 1 � • � - . . • . • � � • • � >,� ',, q JQp ¢p yfo 1 � � � � � � � � � � � � ',.ESD°�. . � • • � • • • • — � • �� e _ � _ • • _ _ _ • _ • • _ ��,. �� :C �y. yt. � 53 � \ S Yc�„ % ��+,, t . . d 0.{ � � � � � / r g� 151 ��':�� e . . - . . - - . . � �: `�� i' f;�,a , _ ,-_ ' � � � � � � � � � � � - ''�. ..� - C� � � wm�unsr � � � � � � � � � � y E�eM4 � � ._ � q,�st .. � .. _ UPR�'YO ,�j;;�� ,�0M4 e , .: � ��4 A ia s`*ro 2 `'�v 'F ' . • - - • - • • � - - • • - • • - • • - - • • • • • - - • • • • • • • - , - • - - • • - • • �e . � -�... ., .. , .._,., _ . � :, � - � - • • • • R. -. : ., .. ._ � �'=, � � � " 3�� ' . �a' .� �� I>, r, F rn�, � r � , � • • i�:�� . y � IfF F1 '�' ■� � 1 TM �' '1' "I� I* H� ; I 1' I�I ' � Qi :�h'�1i��+�e1� I�I=� � _�'1�i�+�_ ^ � � � • �... _46 � t yy� .. E:ri' - � � � �,�', � � � � � � � � �- " m+�.. _. . ,...,.,..... . A �' / . »` .-0� y`.k4 Y� `=�_ We will continue to look for additional Opportunity Zone investment into mixed-use, attainable housing, and redevelopment in the downtown and North End commercial districts � � . . . � � � � � � � ' WALLY WERNIMONT ASSISTANT PLANNER � PLANNING SERVICES DEPARTMENT � � � � 1 1 • � • • � • • - • - � • • . . � . . - . - . . . � - . ��F� � �` _ , � � � . �:. � - � � , . • • • • • • � �� ' °� • '�1 _ '��te �..�,� `��1 ,� � � � �� ti�� s u v��.i�� .'� �� -�\ .• ;�N�rnr�r ti�e�� '?t. � � � � • • � • • � � � . ..� � =• �. ��lar ��q� � ,� ,7'i" e. � '�'//�y- •A.. �!��t ..: � yyyy � i � . ��` � T�$�( ;� .1J��r �-`• � � �� Y 1 �`� `,'\ iS .- � � N`I' � � .l ... ^ ..�Yf�` ..� � .Y�� ,�y I I � vv ' .� p\` N v.� � �� I 6 ' .,r•� •• 4,^++n�ti . . � � � � � � �� /��§I)]� � �� 3. � � - i�I � \\� � j } . � . . a `._� t _ � �� i � 71 � a �� v y • • — • • — rh _ / . - -�- "�� 12 �� . Z� � � �� ' � �� q � � 10 . � �. � � � � � � � �-�,�' �' � � 18. ' � � r`�i�� e 1� � �� , � IY. .,. - .. 1 l � Ct! r�+�� e , � � .. Z �..' ;4'. t n` 3 �n.� 8 fY a J l� � F il j " _ :' .., � ; �' �..�'�� . . p � � � � . � Y � Y � '�,,. F . � �' i � ;+.. 1'. 16. ' .�i� �..� � 4. r" .; �� ! .� .� , ,�. ,r ; � - ,... __ ,� . �'�,� � � � � �� ._ . -.� � - �v.l,�`� � .�. �a�s '`l, S;J� ,fr � ,J � � � � -.,�..� �0 . :.: _ \ �� . ':; � f� � .. , . �' , R. �� , f �0 x �n x �i �` �t � � • � '� �� '� .. . � >�j� � I �1 1 �; � � � � � � � � � . . . � `�y; ''.6 �' / . ,'� q-. .i �� . � . V q , � _ • _ � _ _ • • . ,..,. :;rr,r,a,�,� ,fF :-sl .a. .� . . .._ .. .. .._ . • • — • • — d F � , � � � � � � � � � lM�(5 " � � � � � � Imagine Dubuque - Comprehensive Plan ► Imagine Dubuque Comprehensive Plan and Future Land Use Map ; guide overall development and � - zoning � z � ► Merge Development project - complies with Future Land Use for Port (mix of uses from office, commercial, and entertainment to residential) ► Merge Development project - complies with Site Design Standards in the City' s Unified Development Code and Port 's Planned Unit Development (PUD) zoning KRISTIN DIETZEL VICE PRESIDENT OF WORKFORCE " • " SOLUTIONS 1 � � - . . • . ► lowa Housing Finance Authority Study: Dubuque Profile from August 2019 reveals a vacancy rate of only 4.2� for apartments. r Young Professional/Families Growth: The Need for largest age cohort migrating into Dubuque County are ages 26-35, followed by 23-25. Rental U nits ► Projected Workforce Growth: From 2019 to 2029 employment in the Dubuque MSA is projected to grow 13.2�, while working age population grows 4.2�. This will require the community to recruit additional professionals to fill jobs. NEWCOMER FOCUS GROUP DATA �Zo»-Zo� 9� ► Focus group data from approximately 275 newcomers reveals the following: .,. . y' ► Sufficient Rental Options ranks #4 out of 46 items reported by newcomers as " missing in Dubuque. " This includes lack of pet friendly options and lack of downtown options. ► Among first impressions of Dubuque, negative rental/housing comments rank # 7 out of 58 items ► Survey Data of 410 local college students reveals: COLLEGE STUDENT � g7� rate " quality rental housing " as RETENTION important or very important factor in SURVEY choosing where they live and work (2019) after graduation . ► Only 47� Agree or Strongly Agree Dubuque offers quality rental options. Do We Have Enough Housing for All Income Levels ? HOUSING AFFORDABILITY BY INCOME ► AMFI 201 � > Dub r • ' �: :: �,� .> ,00��F� ► , o .s,�ro 80� ��F� dedicated for Housing � �� .31��°�°� �� F� .<��F� Costs ► $1 ,877 per month with Utilities , HOUSEHOLDS AFFORDABLE UNITS • • . :1:•�. • • �. • • ..... , � .-.. {. I _ Y � � � � 1� { f � 1 . I . Averaga Rants aPartmgnt Avallabl� Yacancy Rat� Un�ts Apartmsnt Units Less Than $500 33fi 43 12.846 S$40 ta $749 fi4U 14 2.296 s7sa w ��ss ara � � .�� s� .00a � �i.�as x a o� 51 ,2�d ba $1.499 128 7 5.596 Abo+�e51 ,5U0 0 0 49b Miss ing 4Q9 14 3.496 Tatal 1 ,995 63 4.296 The Merge Development R�iOIA q��pl I ii. :i IIG 1�1��cill I��c�1 II'I�mt 1�11'1�� Y�1'�1�� R'a!i!1� ;. �� tE 1!R i - . � �a- n4 ,9N i � dn - ' - __ -' _' '�� ^I I �! ,'. ..,._._ ► Complies with the;� ,„ ; �e Master Plan ► Complies with the Port of Dubuque Design Standards ► Complies with the Port of Dubuque Planned Unit Development Regulations ► Complies with Imagine Dubuque Comprehensive Plan ► Addresses a Need for Rental Units ► Provides a Housing Type that is in Demand " �.Oa ta : . _ �xri;y i �N��V*� ' - � �I �' ( „'w" _ ,?"' =�iry -. 'ti�::;', ' . �' f . a`_ z"'.'_. *;�. " ... _. . .. . `�� Ques � ons . VOLUME III : . IOWA STATE City of Dubuque PROFILE Volume IIC City Profiles City of Dubuque � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.1 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Please visit the Iowa State Profile Dashboard: www westernes.com/Iowa For an online version of this profile with many additional features including: • Mapping • Interactive Charts and Tables • Data Downloads • Interactive Long Read • Interactive Tour • Jurisdiction to Jurisdiction Comparison • Download Additional Reports • And More � IOWA HOUSING FINANCE AUTHORITY lowa Profile 111202 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque City of Dubuque DEMOGRAPHICS • • - � - . . . . Percent Table 111.20.1, shows the population for City of Dubuque. As can be vear PoPuiation veariy Change seen, the population in City of Dubuque increased from 57,637 z000 s�,ass persons in 2010 to 58,267 person in 2017, or by 0.5 percent. zoot 57,333 -0.9% 2002 57,149 -0.3% Several pieces of data presented in the profile are only available at zoos s�,aas o.s�io the county level. A sub-set of the county level data are presented zooa s�,aas o�io here to give a more complete view of City of Dubuque. Although a zoos 57,332 -0.3% city may span several counties, for the county level data pieces, zoos s�,so� o�io Dubuque County was selected. For a more in-depth county level zoo� s�,sss o.a�io zooa s�,ass -o.��io view, please refer to Dubuque County in Volume II of this profile. zoos s�,aas o�io 2010 57,637 0.3% 2011 57,907 0.5% 2012 58,163 0.4% 2013 58,486 0.6% 2014 58,573 0.1% 2015 58,602 0% 2016 58,287 -0.5% 2017 58,267 0% Diagram 111.20.1 Population City of Dubuque 2000 and 2010 Census and Inter Censal Estimates 58,600 58,400 � SB,200 � � 58,000 Y � a 57,800 0 a 5/,600 57,400 57,200 z000 zooz zooa zoo6 zoos zoio zoiz zoia zoi6 zois Year Dubuque city � IOWA HOUSING FINANCE AUTHORITY lowa Profile 111203 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque The lowa Department of Transportation (IOWADOT) collects data on drivers who move to lowa and exchange licenses from other states as well as those surrendering lowa driver's licenses when relocating to a different state. The IOWADOT data do not represent a precise count of migration, as they show only the net change in the number of driver's licenses, but the data indicate the general direction of population movement. Diagram 111.20.2, shows in- and out- migration as shaded areas, with net migration depicted as a line graph. As can be seen the maximum net migration occurred in 2012 with 504 persons entering and the lowest net migration occurred in 2008 with 54 persons entering Dubuque County. Diagram 111.20.2 Migration Trends Dubuque County IOWADOT Data:2008—2018 1,000 750- 500 0 250 � °' 0- � -250- 500- -750 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Years — Nct-Migration 0 In-Migration Out-Miqration � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120A Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Table 111.20.2, shows net-migration for Dubuque County by age range. The largest age cohort in the most recent 2018 net migration data was those in the age range of 26 to 35, with 83 persons entering Dubuque County. Those in the age range of 14 to 17 had the lowest levels of net migration, with 5 persons leaving Dubuque County. . . - � . . . � . - . - . - .�.• .. . A9e 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Range Net 14-17 2 4 7 2 1 4 -1 -1 -8 -3 -5 18-22 44 29 50 66 88 61 58 46 50 59 55 23-25 -55 12 48 54 76 61 48 31 52 32 63 26-35 -15 50 113 120 116 130 64 52 22 10 83 36-45 46 62 71 81 84 47 44 -10 3 8 31 46-55 4 50 91 84 91 65 21 43 31 27 40 56-65 8 22 42 40 34 44 24 16 21 17 21 66+ 20 12 19 18 14 41 35 24 27 28 35 Total 54 241 441 465 504 453 293 201 198 178 323 In the 1980, 1990, and 2000 decennial censuses, the Census Bureau released several tabulations in addition to the full SF1 100 percent count data including the one-in-six SF3 sample. These additional samples, such as the SF3, asked supplementary questions regarding income and household attributes that were not asked in the 100 percent count. In the 2010 decennial census, the Census Bureau did not collect additional sample data, such as the SF3, and thus many important housing and income concepts are not available in the 2010 Census. To study these important concepts the Census Bureau distributes the American Community Survey every year to a sample of the population and quantifies the results as one-, three- and five-year averages. The one-year sample only includes responses from the year the survey was implemented, while the five-year sample includes responses over a five-year period. Since the five-year estimates include more responses, the estimates can be tabulated down to the Census trad level, and considered more robust than the one or three year sample estimates. � IOWA HOUSING FINANCE AUTHORITY lowa Profile 111205 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Population by race and ethnicity through 2017 in shown in Table 111.20.3. The white population represented 90.6 percent of the total population in 2017, compared with black population accounting for 4.4 percent of the total population in 2017. Hispanic households represented 2.2 percent of the total population in 2017. . . - � - . . . . . � - . . - � - - . 2010 Census 2017 Five-Year ACS Race Population % of Total Population % of Total White 52,869 917% 52,934 90.6% Black 2,302 4% 2,560 4.4% American Indian 155 0.3% 45 0.1% Asian 659 1.1% 864 1.5% Native Hawaiian/Pacifc Islander 268 0.5% 357 0.6% Other 366 0.6% 330 0.6% Two or More Races 1,018 1.8% 1,320 2.3% Total 57,637 100.0% 58,410 100.0% Non-Hispanic 56,254 97.6% 57,123 97.8% Hispanic 1,383 2.4% 1,287 22% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.6 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque The change in race and ethnicity between 2010 and 2017 is shown in Table 111.20.4. During this time, the total non-Hispanic population was 57,123 persons in 2017. The Hispanic population was 1,287 persons. . . - � � - . . . . . � - � � - � � - - 2010 Census 2017 Five-Year ACS Race Population % of Total Population % of Total Non-Hispanic White 52,007 92.5% 51,949 90.9% Black 2,256 4% 2,539 4.4% American Indian 123 0.2% 25 0% Asian 652 1.2% 864 1.5% Native Hawaiian/Pacific Islander 266 0.5% 357 0.6% Other 38 0.1% 122 0.2% Two or More Races 912 1.6% 1,267 2.2% Total Non-Hispanic 56,254 100.0% 57,123 100.0% Hispanic White 862 62.3% 985 76.5% Black 46 3.3% 21 1.6% American Indian 32 2.3% 20 1.6% Asian 7 0.5% 0 0% Native Hawaiian/Pacific Islander 2 0.1% 0 0% Other 328 23.7% 208 16.2% Two or More Races 106 7.7% 53 4.1% Total Hispanic 1,383 100.0 1,287 100.0% Total Population 57,637 100.0% 58,410 100.0% The group quarters population was 4,027 in 2010, compared to 4,167 in 2000. Institutionalized populations experienced a 8.2 percent change between 2000 and 2010. Non-Institutionalized populations experienced a-7.2 percent change duringthis same time period. . . - � . . � - . . . . - �� : � � - .. . 2000 Census 2010 Census % Change Group Quarters Type Population % of Total Population % of Total 00-10 Institutionalized Correctionallnstitutions 91 87% 248 21.9% 172.5% Juvenile Facilities . . 60 5.3% . Nursing Homes 867 82.8% 806 71.1% -7% Other Institutions 89 8.5% 19 1.7% -78.7% Total 1,047 100.0% 1,133 100.0% 8.2% N o n-I n st i t u t i o n a I i z e d College Dormitories 2,054 65.8% 2,153 74.4% 4.8% MilitaryQuarters 1 0% 3 0.1% 200% OtherNon-Institutionalized 1,065 34.1% 738 25.5% -307% Total 3,120 100.0% 2,894 100.0% -7.2% Group Quarters Population 4,167 100.0% 4,027 100.0% 3.4% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120J Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque The number of foreign born persons is shown in Table 111.20.6. An estimated 0.4 percent of the population was born in Oceania n.e.c , some 0.3 percent were born in India , and another 0.3 percent were born in Mexico . . . - � . - . . . - . : . - . . . . - Number Country Number of Persons Percent of Total Population #1 country of origin Oceania n.e.c 209 0.4% #2 country of origin India 183 0.3% #3 country of origin Mexico 152 0.3% #4 country of origin China excluding Hong 144 0.2% Kong and Taiwan #5 country of origin Korea 113 0.2% #6 country of origin Bosnia and Herzegovina 83 0.1% #7 country of origin Germany 78 0.1% #8 country of origin Japan 62 0.1% #9 country of origin Ethiopia 52 0.1% #10 country of origin Canada 51 0.1% Limited English Proficiency and the language spoken at home are shown in Table 111.20.7. An estimated 0.5 percent of the population speaks Other Asian and Pacific Island languages at home, followed by 0.4 percent speaking Chinese . . . - � - . . . . . . . - . . . . . . - � Number Country Number of Persons Percent of Total Population #1 LEP Language Other Asian and Pacifc 266 0.5% Island languages #2 LEP Language Chinese 226 0.4% #3 LEP Language Spanish 162 0.3% #4 LEP Language Other Indo-European 84 �zo�o languages #5 LEP Language French, Haitian, or 66 0.1% Cajun #6 LEP Language Russian, Polish, or other 44 0.1% Slavic languages #7 LEP Language German or other West q1 0.1% Germanic languages #8 LEP Language Tagalog 16 0% #9 LEP Language Other and unspecifed 9 �o�o languages #10 LEP Language Arabic 6 0% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.8 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Disability by age, as estimated by the 2017 ACS, is shown in Table 111.20.8. The disability rate for females was 14 percent, compared to 11.5 percent for males. The disability rate grew precipitously higher with age, with 46.6 percent ofthose over 75 experiencing a disability. . . - � . . . . � . - . - � - - .. . Male Female Total A9e Disabled Disability Disabled Disability Disabled Disability Population Rate Population Rate Population Rate Under 5 10 0.5% 5 0.3% 15 0.4% 5 to 17 316 7.4% 288 6.7% 604 7.1% 18 to 34 458 5.7% 356 4.7% 814 5.2% 35 to 64 1,210 122% 1,618 157% 2,828 14% 65 to 74 450 22.2% 416 16.3% 866 18.9% 75 or Older 759 46.4% 1,437 467% 2,196 46.6% Total 3,203 11.5% 4,120 14% 7,323 12.8% The number of disabilities by type, as estimated by the 2017 ACS, is shown in Table 111.20.9. Some 6.6 percent have an ambulatory disability, 5.3 percent have an independent living disability, and 2.5 percent have a self-care disability. . . - � • . . . . -. � . -. . . . - . - Disability Type Population with Percent with Disability Disability Hearingdisability 2,348 4.1% Vision disability 1,333 2.3% Cognitive disability 2,856 5.3% Ambulatorydisability 3,552 6.6% Self-Care disability 1,346 2.5% Independent living disability 2,402 5.3% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 111209 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Education and employment data, as estimated by the 2017 ACS, is presented in Table 111.20.10. In 2017, some 30,131 persons were employed and 1,510 were unemployed. This totaled a labor force of 31,641 persons. The unemployment rate for City of Dubuque was estimated to be 4.8 percent in 2017. . . - � � Employment Status 2017 Five-Year ACS Employed 3Q131 Unemployed 1,510 LaborForce 31,641 Unemployment Rate 4.8% In 2017, 93.2 percent of households in City of Dubuque had a high school education or greater. . . - � . . . . . . . - . Education Level Households High Schoolor Greater 22,344 Total Households 23,974 Percent High School or Above 93.2% As seen in Table 111.20.12, some 30.1 percent of the population had a high school diploma or equivalent, another 34.3 percent have some college, 18.2 percent have a Bachelor's Degree, and 9.3 percent ofthe population had a graduate or professional degree. . . - � . . . . . - � - - .. . Education Level Population Percent Less Than High School 3,749 8.1% High School or Equivalent 13,925 30.1% Some College or Associates Degree 15,830 34.3% Bachelor's Degree 8,417 18.2% Graduate or Professional Degree 4,295 9.3% Total Population Above 18 years 46,216 100.0% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.10 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque ECONOMICS Table 111.20.13, shows the labor force statistics for Dubuque city from 1990 to the present. Over the entire series the lowest unemployment rate occurred in 2018 with a rate of 2.4 percent. The highest level of unemployment occurred during 1990 rising to a rate of 6.8 percent. This compared to a statewide low of 2.5 percent in 2018 and statewide high of 6.4 percent in 2009. Over the last year, the unemployment rate in Dubuque city decreased from 3 percent in 2017 to 2.4 percent in 2018, which compared to a statewide decrease to 2.5 percent. . . - � . . . . � - .� �� _ _ . City of Dubuque Year Unemployment Statewide Unemployment Employment Labor Force Rate Unemployment Rate 1990 2,067 28,497 3Q564 6.8% 4.4% 1991 2,128 29,280 31,408 6.8% 47% 1992 1,834 3Q156 31,990 57% 4.5% 1993 1,519 31,451 32,970 4.6% 4% 1994 1,330 32,020 33,350 4% 3.5% 1995 1,341 32,189 33,530 4% 3.4% 1996 2,023 31,653 33,676 6% 3.5% 1997 1,391 31,779 33,170 42% 3.1% 1998 1,160 31,559 32,719 3.5% 27% 1999 988 31,532 32,520 3% 2.6% 2000 1,036 29,144 3Q180 3.4% 2.6% 2001 1,322 28,621 29,943 4.4% 3.3% 2002 1,308 29,197 3Q505 4.3% 4% 2003 1,409 29,073 3Q482 4.6% 4.5% 2004 1,422 29,186 3Q608 4.6% 4.5% 2005 1,257 29,907 31,164 4% 4.3% 2006 1,119 3Q452 31,571 3.5% 37% 2007 1,196 3Q235 31,431 3.8% 37% 2008 1,352 3Q030 31,382 4.3% 42% 2009 2,033 29,621 31,654 6.4% 6.4% 2010 1,830 3Q900 32,730 5.6% 6% 2011 1,608 31,148 32,756 4.9% 5.5% 2012 1,447 31,398 32,845 4.4% 5% 2013 1,472 31,550 33,022 4.5% 47% 2014 1,330 31,916 33,246 4% 42% 2015 1,182 32,060 33,242 3.6% 3.8% 2016 1,107 31,389 32,496 3.4% 3.6% 2017 980 31,280 32,260 3% 3.1% 2018 801 31,913 32,714 2.4% 2.5% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.11 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Diagram 111.20.3, shows the employment and labor force for Dubuque city. The difference between the two lines represents the number of unemployed persons. In the most recent year, employment stood at 31,280 persons, with the labor force reaching 32,260 persons, indicating there were a total of 980 unemployed persons. Diagram 111.20.3 Employment and Labor Force Dubuque city 1990-2017 BLS Data 33,000 N C 0 32,000 � ��a 0 31,OOD d a E Z 30,OOD 29,000 1990 1993 1996 1999 2002 2005 2008 2011 2014 2017 Year — Employment Labor Force � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.12 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Diagram 111.20.4, shows the unemployment rate for both the State and Dubuque city. During the 1990's the average rate for Dubuque city was 4.8 percent, which compared to 3.6 percent statewide. Between 2000 and 2010 the unemployment rate had an average of 4.4 percent, which compared to 4.1 percent statewide. Since 2010, the average unemployment rate was 4 percent. Over the course of the entire period Dubuque city had an average unemployment rate that higher than the State, 4.4 percent for Dubuque city, versus 4 percent statewide. Diagram 111.20.4 Annual Unemployment Rate Dubuque city 1990—2017 BLS Data 7 � 6 � 5 11 I � � �J >, 0 4 _ _ Q E m C � 3 1990 1993 1996 1999 2002 2005 2008 20ll 2014 2017 Year — State of lowa Dubuque city � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.13 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque The Bureau of Economic Analysis (B.E.A.) produces regional economic accounts, which provide a consistent framework for analyzing and comparing individual state and local area economies. Diagram 111.20.5, shows real average earnings per job for Dubuque County from 1990 to 2017. Over this period the average earning per job for Dubuque County was 43,771 dollars, which was lower than the statewide average of 44,535 dollars over the same period. Diagram 111.20.5 Real Average Earnings Per Job Dubuque County BEA Data 1990-2017 52,OOD � 50,000 � 0 48,OOD � a 46,000 N m 44,�� .� w 42,000 � d @ 40.000 — d Q 38,OOD 36,000 1990 1993 1996 1999 2002 2005 2008 20ll 2014 2017 Year — State of lowa Dubuque County � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.14 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Diagram 111.20.6, shows real per capita income for the Dubuque County from 1990 to 2017, which is calculated by dividing total personal income from all sources by population. Per capita income is a broader measure of wealth than real average earnings per job, which only captures the working population. Over this period, the real per capita income for Dubuque County was 37,868 dollars, which was lower than the statewide average of 39,277 dollars over the same period. Diagram 111.20.6 Real Per Capita Income Dubuque County BEA Data 1990-2017 47,500 45,000 � � 42,500 E � ao,000 c @ 37,500 Q m U 35.000 d a 32.500 J 30,000 �� 1990 1993 1996 1999 2002 2005 2008 2011 2014 2017 Year — State of lowa Dubuque County � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.15 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque The lowa Department of Revenue releases annual income tax statistics. Table 111.20.14, shows the number of returns by adjusted gross income. For taxpayer confidentiality, if the number of returns was fewer than 5, the data was redacted. As a result the number of returns reported maybe slightly lower than the actual returns. Most redacted records occurred in the highest income brackets. The table gives an accurate measure of the income distribution in Dubuque County. As can be seen the total number of returns between 2010 and 2017 increased by 7.5 percent, with 3,925 returns reported in 2017, which was the most recent year available. Between 2010 and 2017, the adjusted gross income class that saw the largest change was 0-9,999 dollars with a change of 78.1 percent. This compared to the income class of 10,000-19,999 dollars, which saw the lowest percentage change between 2010 and 2017 of-5.6 percent. . . - � . - . . � . - . . . � - . ��- �� $0- $10,000- $20,000- $30,000- $40,000- $50,000- $60,000- $75,000- $100,000- $125,000 Year 9,999 19,999 29,999 39,999 49,999 59,999 74,999 99,999 124,999 and Total above 2002 9,464 6,688 5,303 3,934 3,473 2,933 3,131 2,211 736 1,117 38,990 2003 9,377 6,518 5,440 3,888 3,372 2,857 3,122 2,476 835 1,191 39,076 2004 9,192 6,486 5,421 4,036 3,274 2,872 3,262 2,745 950 1,398 39,636 2005 9,078 6,540 5,440 4,187 3,242 2,972 3,306 2,935 1,084 1,572 4Q356 2006 8,963 6,557 5,620 4,237 3,333 2,892 3,387 3,297 1,290 1,798 41,374 2007 9,132 6,605 5,881 4,352 3,341 2,877 3,595 3,499 1,439 2,026 42,747 2008 9,192 6,612 5,775 4,421 3,331 2,807 3,568 3,624 1,561 2,021 42,912 2009 9,462 6,589 5,838 4,311 3,282 2,834 3,524 3,589 1,549 1,968 42,946 2010 9,282 6,770 5,748 4,396 3,347 2,852 3,518 3,821 1,735 2,204 43,673 2011 9,532 6,885 5,844 4,581 3,331 2,838 3,552 4,017 1,828 2,484 44,892 2012 9,310 6,888 5,888 4,595 3,329 2,826 3,594 4,139 1,983 2,831 45,383 2013 9,229 6,899 6,008 4,674 3,498 2,910 3,423 4,316 2,109 2,943 46,009 2014 9,143 6,988 5,980 4,943 3,515 2,770 3,490 4,334 2,311 3,320 46,794 2015 9,205 6,897 5,909 5,074 3,544 2,790 3,471 4,367 2,351 3,526 47,134 2016 9,060 6,793 5,880 5,181 3,523 2,739 3,360 4,261 2,437 3,585 46,819 2017 8,758 6,705 5,731 5,127 3,719 2,778 3,414 4,254 2,537 3,925 46,948 Change _5.6% -1% -0.3% 16.6% 11.1% -2.6% 3% 11.3% 46.2% 78.1% 7.5% 10-17 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.16 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Diagram 111.20.7 Income Distribution Dubuque County 2015-2017 lowa DOR Data 35 30 � � 3 25 v � � 20 0 F � 15 c V N 1� 2 5 0 0-19,999 20-39,999 40-59,999 60-99,999 100,000+ Income Range ($) 2015 � 2016 � 2017 The rate of poverty for City of Dubuque is shown in Table 111.20.15. In 2017, there were an estimated 8,933 persons living in poverty. This represented a 16.3 percent poverty rate, compared to 9.5 percent poverty in 2000. In 2017, some 11.9 percent of those in poverty were under age 6, and 12.6 percent were 65 or older. . . - � - . . � . - A9e 2000 Census 2017 Five-Year ACS Persons in Poverty % of Total Persons in Poverty % of Total Under6 469 9.1% 1,065 11.9% 6 to 17 858 167% 1,680 18.8% 18 to 64 2,723 52.9% 5,060 56.6% 65orOlder 1,102 21.4% 1,128 12.6% Total 5,152 100.0% 8,933 100.0% Poverty Rate 9.5% . 16.3% . � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.V Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Housi Nc The Census Bureau reports building permit authorizations and "per uniY' valuation of building permits by county annually. Single-family construction usually represents most residential development in the county. Single-family building permit authorizations in Dubuque city increased from 67 authorizations in 2017 to 68 in 2018. The real value of single-family building permits increased from 312,992 dollars in 2017 to 389,882 dollars in 2018. This compares to an increase in permit value statewide, with values rising from 238,742 dollars in 2017 to 246,170 dollars in 2018. Additional details are given in Table 111.20.16. . . - � . . . . � - - - ��• Authorized Construction in Permit Issuing Areas Per Unit Valuation, Year (Real 2017$) Single- Duplex Tri-and Multi-Family Total Single-Family Multi-Family Family Units Four-Plex Units Units Units Units 1980 72 2 3 0 77 131,922 0 1981 16 0 0 0 16 198,949 0 1982 8 0 0 5 13 115,766 67,451 1983 13 0 0 0 13 194,205 0 1984 27 2 0 0 29 163,262 0 1985 26 0 4 5 35 13Q846 62,215 1986 72 0 0 10 82 163,238 6Q995 1987 80 0 3 29 112 165,534 51,035 1988 88 18 8 0 114 172,714 0 1989 98 0 8 27 133 155,817 36,143 1990 112 10 32 55 209 143,320 95,743 1991 116 4 16 18 154 14Q489 91,238 1992 170 6 40 58 274 143,850 74,073 1993 125 30 52 23 230 145,050 69,535 1994 105 22 27 78 232 145,242 64,417 1995 84 22 27 76 209 145,711 63,457 1996 69 10 0 47 126 18Q587 72,369 1997 59 4 3 66 132 185,859 75,339 1998 67 12 11 46 136 165,674 14Q696 1999 55 12 0 17 84 165,937 57,729 2000 40 24 32 12 108 16Q694 108,495 2001 67 22 21 0 110 200,012 0 2002 76 36 6 61 179 163,272 176,904 2003 78 34 0 70 182 172,014 62,907 2004 86 38 6 401 531 137,890 121,795 2005 104 38 9 5 156 144,742 103,360 2006 93 22 6 6 127 145,093 107,668 2007 77 22 9 12 120 149,949 48,551 2008 44 12 0 0 56 144,891 0 2009 75 14 0 52 141 129,420 101,569 2010 113 20 0 182 315 111,465 72,869 2011 112 8 0 106 226 129,562 71,145 2012 120 0 3 72 195 15Q349 7Q819 2013 107 4 0 0 111 119,335 0 2014 82 0 0 0 82 148,217 0 2015 76 0 0 0 76 163,222 0 2016 99 0 0 84 183 211,137 101,135 2017 67 0 0 0 67 306,075 0 2018 68 0 0 0 68 389,882 0 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.18 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Diagram 111.20.8 Single-Family Permits City of Dubuque Census Bureau Data, 1980-2018 400,000 160 � � -E 140 350,000� a � T 120 300,000 a E T LL 1�� 25�r�40 LL C� 8� W C � � � 60 � ��1,� �1 ' ZQ�i�QO O j 4p 1 N 7 z zo - 150,000 j 0 wmm mwm m romm rnrnmo�'i rnmo`�i o^irnm00000 000 00 � " � `� � i1D � � rnrnm a� rnm a+ rnrnm a� rnrna+ rnma+ a� rnrn00000 000 0000 000 000 0 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i 'i N N N N N N N N N N N N N N N N N N N Value of Single Family Permits ~Year � Number of Single Family Permits Diagram 111.20.9 Total Permits by Unit Type City of Dubuque Census Bureau Data, 1980-2018 500 � � 400 � v � 300 v a 0 y 200 a E 3 z L�Q � • � � O rl N M C V1 t0 I� OJ � O N N (�l C V1 t0 I� OJ � O ti N f�'1 C V1 t0 I� OJ Ol O ti N M C N t0 I� OJ W OJ W N OJ W N OJ pJ W O� O� O� O� O� O� O� O� O� O� O O O O O O O O O O .y .i ti .i .i .-i .y .i .-i rn rn m rn rn m rn rn rn m rn rn m rn rn m rn rn rn m o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 rl r4 rl rl ti r4 rl rl f4 rl rl r4 rl rl ti r4 rl rl f4 rl N N N N lV N N N N N N N N N N N N N N Year � Single Family Units � Duplex Units Triplex Units Apartment Units � IOWA HOUSING FINANCE AUTHORITY lowa Profile 11120.19 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Households by type and tenure are shown in Table 111.20.17. Family households represented 59.4 percent of households, while non-family households accounted for 40.6 percent. These changed from 59.1 percent and 40.9 percent, respectively. . . - � . . . . - . � - � � - � � - - �. . 2010 Census 2017 Five-Year ACS Household Type Households Households Households % ofTotal FamilyHouseholds 13,888 59.1% 14,239 59.4% Married-Couple Family 1Q256 73.8% 1Q538 74% Owner-Occupied 9,016 87.9% 9,037 85.8% Renter-Occupied 1,240 12.1% 1,501 142% Other Family 3,632 262% 3,701 25.5% Male Householder, No Spouse Present 1,015 27.9% 1,066 27.4% Owner-Occupied 624 61.5% 567 53.2% Renter-Occupied 391 38.5% 499 46.8% Female Householder, No Spouse Present 2,617 72.1% 2,635 707% Owner-Occupied 1,271 48.6% 1,145 43.5% Renter-Occupied 1,346 51.4% 1,490 56.5% Non-Family Households 9,618 40.9% 9,735 40.6% Owner-Occupied 4,535 472% 4,426 45.5% Renter-Occupied 5,083 52.8% 5,309 54.5% Total 23,506 100.0% 23,974 100.0% Table 111.20.18, shows housing units by type in 2010 and 2017. In 2010, there were 24,985 housing units, compared with 25,932 in 2017. Single-family units accounted for 65.9 percent of units in 2017, compared to 66.6 percent in 2010. Apartment units accounted for 15.9 percent in 2017, compared to 15.9 percent in 2010. . . - � . . . . - � - � � : � 2010 Five-Year ACS 2017 Five-Year ACS Unit Type Units % of Total Units % of Total Single-Family 16,648 66.6% 17,082 65.9% Duplex 1,600 6.4% 1,815 7% Tri-orFour-Plex 1,830 7.3% 2,109 8.1% Apartment 3,975 15.9% 4,118 15.9% Mobile Home 932 3.7% 808 3.1% Boat, RV,Van, Etc. 0 0% 0 0% Total 24,985 100.0% 25,932 100.0% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112020 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Table 111.20.19, shows housing units by tenure from 2010 to 2017. By 2017, there were 25,932 housing units. An estimated 63.3 percent were owner-occupied, and 7.6 percent were vacant. . . - � . . . . - - � - - .. . 2010 Census 2017 Five-Year ACS Tenure _________-o_______-________-_o_______. Units /o of Total Units /o of Total Occupied Housing Units 23,506 93.9% 23,974 92.4% Owner-Occupied 15,446 657% 15,175 63.3% Renter-Occupied 8,060 34.3% 8,799 367% Vacant Housing Units 1,523 6.1% 1,958 7.6% Total Housing Units 25,029 100.0% 25,932 100.0% Households by income for the 2010 and 2017 5-year ACS are shown in Table 111.20.20. Households earning more than 100,000 dollars per year represented 15.7 percent of households in 2017, compared to 11.3 percent in 2010. Meanwhile, households earning less than 15,000 dollars accounted for 12.1 percent of households in 2017, compared to 13 percent in 2000. . . - � � . . . . . � - � � : � - - �. . 2010 Five-Year ACS 2017 Five-Year ACS Income Households % of Total Households % of Total Lessthan $15,000 3,062 13% 2,902 12.1% $15,000 to$19,999 1,463 62% 1,325 5.5% $2Q000 to$24,999 1,761 7.5% 1,477 62% $25,000 to$34,999 3,300 14% 2,404 10% $35,000 to$49,999 4,049 17.1% 3,841 16% $SQOOOto$74,999 4,504 19.1% 5,030 21% $75,000 to$99,999 2,821 11.9% 3,242 13.5% $10Q000 or More 2,663 11.3% 3,753 157% Total 23,623 100.0% 23,974 100.0% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112021 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Table 111.20.21 shows households by year home built for the 2010 and 2017 5-year ACS data. Housing units built between 2000 and 2009, account for 5.6 percent of households in 2010 and 7 percent of households in 2017. Housing units built in 1939 or earlier represented 29.6 percent of households in 2017 and 33.7 percent of households in 2010. . . - � . . . . . � - � � : � - - �. . 2010 Five-Year ACS 2017 Five-Year ACS Year Built Households % of Total Households % of Total 1939 or Earlier 7,964 337% 7,089 29.6% 1940 to 1949 1,602 6.8% 1,496 62% 1950 to 1959 3,104 13.1% 3,012 12.6% 1960 to 1969 3,068 13% 3,097 12.9% 1970 to 1979 3,254 13.8% 3,153 132% 1980 to 1989 1,485 6.3% 1,407 5.9% 1990 to 1999 1,822 77% 1,889 7.9% 2000 to 2009 1,324 5.6% 1,675 7% 2010 or Later . . 1,156 4.8% Total 23,623 100.0% 23,974 100.0% The distribution of unit types by race are shown in Table 111.20.22. An estimated 70.4 percent of white households occupy single-family homes, while 46.1 percent of black households do. Some 14.3 percent of white households occupy apartments, while 12.2 percent of black households do. An estimated 33.7 percent of Asian, and 0 percent of American Indian households occupy single- family homes. . . - � . . . . . . - � - - .. . American Native Two or Unit Type White Black Indian Asian Hawaiian/Pacific Other More Races Islanders Single-Family 70.4% 46.1% 0% 33.7% 45% 10.3% 41.4% Duplex 5.8% 19.2% 0% 2.7% 19.3% 43.1% 10.6% T�i-o�Fou�-Plex 6.1% 22.4% 0% 32.9% 35.8% 34.5% 21% Apartment 14.3% 12.2% 100% 27.3% 0% 12.1% 27% Mobile Home 3.4% 0% 0% 3.4% 0% 0% 0% Boat, RV,Van, Etc. 0% 0% 0% 0% 0% 0% 0% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112022 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque The disposition of vacant units between 2010 and 2017 are shown in Table 111.20.23. By 2017, for rent units accounted for 36.7 percent of vacant units, while for sale units accounted for 7.8 percent. "Other" vacant units accounted for 45.3 percent of vacant units, representing a total of 886 "other" vacant units. . . - � . . . . . . . . .. � � - � - - .. . 2010 Census 2017 Five-Year ACS Disposition Units % of Total Units % of Total For Rent 669 43.9% 718 36.7% For Sale 208 13.7% 152 7.8% Rented Not Occupied 26 1.7% 55 2.8% Sold Not Occupied 60 3.9% 71 3.6% For Seasonal, Recreational, or Occasional Use 108 7.1% 76 3.9% For Migrant Workers 2 0.1% 0 0% Other Vacant 450 29.5% 886 45.3% Total 1,523 100.0% 1,958 100.0% The age of a strudure influences its value. As shown in Table 111.20.24, strudures built in 1939 or earlier had a median value of 108,100 while strudures built between 1950 and 1959 had a median value of 125,700 and those built between 1990 to 1999 had a median value of 189,100. The newest structures tended to have the highest values and those built between 2010 and 2013 and from 2014 or later had median values of 181,400 and 225,700, respectively. The total median value in City of Dubuque was 135,800. . . - � • • . -. -. . . � Year Structure Built Median Value 1939 or earlier 108,100 1940to1949 108,400 1950to1959 125,700 1960to1969 14Q400 1970to1979 152,000 1980to1989 183,600 1990 to 1999 189,100 2000 to 2009 222,500 2010to 2013 181,400 2014 or later 225,700 Median Value 135,800 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112023 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Households are classified as having housing problems if they face overcrowding, incomplete plumbing or kitchen facilities, or cost burdens. Overcrowding is defined as having from 1.1 to 1.5 people per room per residence, with severe overcrowding defined as having more than 1.5 people per room. Households with overcrowding are shown in Table 111.20.25. In 2017, an estimated 0.4 percent of households were overcrowded, and an additional 0.6 percent were severely overcrowded. . . - � . . . . . - . . . . . - No Overcrowding Overcrowding Severe Overcrowding Data Source Household Household Total 5 % of Total 5 % of Total Households % of Total Owner 2010 Five-Year 15,820 99.6% � 48 0.3% � 10 0.1% � 15,878 ACS 2017 Five-Year 15,088 99.4% � 56 0.4% � 31 02% � 15,175 ACS Renter 2010 Five-Year 7,579 97.9% � 112 1.4% � 54 07% � 7,745 ACS 2017 Five-Year 8,644 982% � 38 0.4% � 117 1.3% � 8,799 ACS Total 2010 Five-Year p3,399 99.1% � 160 07% � 64 0.3% � 23,623 ACS 2017 Five-Year p3,732 99% 94 0.4% 148 0.6% � 23,974 ACS Incomplete plumbing and kitchen facilities are another indicator of potential housing problems. According to the Census Bureau, a housing unit is classified as lacking complete plumbing facilities when any ofthe followingare not present: piped hot and cold water, a flush toilet, and a bathtub or shower. Likewise, a unit is categorized as deficient when any of the following are missing from the kitchen: a sink with piped hot and cold water, a range or cook top and oven, and a refrigerator. � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112024 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque There were a total of 100 households with incomplete plumbing facilities in 2017, representing 0.4 percent of households in City of Dubuque. This is compared to 0.5 percent of households lacking complete plumbingfacilities in 2010. . . - � . . . . . - . . � - � � . � - - �. . Households 2010 Five-Year ACS 2017 Five-Year ACS With Complete Plumbing Facilities 23,499 23,874 Lacking Complete Plumbing Facilities 124 100 Total Households 23,623 23,974 Percent Lacking 0.5% 0.4% There were 300 households lacking complete kitchen facilities in 2017, compared to 298 households in 2010. This was a change from 1.3 percent of households in 2010 to 1.3 percent in 2017. . . - � . . . . . - - . � . - � � . � - �. . Households 2010 Five-Year ACS z017 Five-Year ACS With Complete Kitchen Facilities 23,325 23,674 Lacking Complete Kitchen Facilities 298 300 Total Households 23,623 23,974 PercentLacking 1.3% 1.3% Cost burden is defined as gross housing costs that range from 30 to 50 percent of gross household income; severe cost burden is defined as gross housing costs that exceed 50 percent of gross household income. For homeowners, gross housing costs include property taxes, insurance, energy payments, water and sewer service, and refuse collection. If the homeowner has a mortgage, the determination also includes principal and interest payments on the mortgage loan. For renters, this figure represents monthly rent and seleded electricity and natural gas energy charges. In City of Dubuque 15.2 percent of households had a cost burden and 12.1 percent had a severe cost burden. Some 21 percent of renters were cost burdened, and 24 percent were severely cost burdened. Owner-occupied households without a mortgage had a cost burden rate of 6.7 percent and a severe cost burden rate of 4.3 percent. Owner occupied households with a mortgage had a cost burden rate of 15 percent, and severe cost burden at 5.8 percent. � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112025 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque . • ' 1 • � - � • � - � � - 1 1 : 1 - - �. . Less Than 30% 31%-50% Above 50% Not Computed Data Source Households % of Total Households % of Total Households % of Total Households % of Total Total Owner With a Mortgage 2010ACS 7,562 73.9% � 1,997 19.5% � 679 6.6% � 0 0% � 1Q238 2017 ACS 7,267 78.8% � 1,386 15% 538 5.8% � 27 0.3% � 9,218 Owner Without a Mortgage 2010ACS 5,083 90.1% � 332 5.9% � 200 3.5% � 25 0.4% � 5,640 2017 ACS 5,221 87.6% � 398 67% � 254 4.3% � 84 1.4% � 5,957 Renter 201�7ACS 4,355 49.5% �i� 1,850 �21%�� i� 2,111 �24%�� i� 483 5.5% �i� 8,799 Total 2010ACS 16,643 70.5% � 4,040 17.1% � 2,610 11% � 330 1.4% � 23,623 2017ACS 16,843 70.3% � 3,634 152% � 2,903 12.1% � 594 2.5% � 23,974 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112026 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Table 111.20.29 shows the HUD calculated Median Family Income (MFp for a family of four for Dubuque County. As can ' ' � be seen in 2018 the MFI was 75,100 dollars, which compared � , , _ � to 73,100 dollars for the State of lowa. State of Table 111.20.30, shows Comprehensive Housing Affordability vear MFI wYMFln9 Strategy (CHAS) data for housing problems by tenure and z000 st,zoo as,too income. As can be seen there are a total of 1,455 owner- zoo� sa,soo sz,soo occupied and 1,585 renter-occupied households with a cost zoos ss,zoo sa,soo burden of greater than 30 percent and less than 50 percent. zooa ss,soo ss,aoo An additional 830 owner-occupied and 2,115 renter-occupied zoos sa,�oo s�,aoo households had a cost burden greater than 50 percent of zoo� ss,soo sa,�oo income. Overall there are 17,100 households without a zooa ss,zoo sa,soo zoos sz,soo sz,000 housing problem. zo�o sz,soo sz,aoo 2011 63,700 64,000 2012 64,600 64,800 2013 66,100 64,700 2014 7Q600 65,300 2015 65,700 67,500 2016 67,400 68,400 2017 66,400 69,900 2018 75,100 73,100 Diagram 111.20.10 Estimated Median Family Income Dubuque County vs. lowa HUD Data: 2000-2019 70,000 �* 60,000 E 0 50,000 c = 40,000 � LL � 30,000 m a � 20,000 10,000 D 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2016 Years Dubuque County � State otlowa � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112027 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque . • ' 1 1 • � • � � • � Less Than 30% -50% 50% -80% 80% -100% Greaterthan HousingProblem 30% MFI MFI MFI MFI 100% MFI Total Owner-Occupied Lacking complete plumbing or kitchen facilities 10 0 0 0 25 35 Severely Overcrowded with >1.51 people per 0 0 0 15 15 30 room(and complete kitchen and plumbing) Overcrowded-With 1.01-1.5 people per room(and 0 0 40 0 15 55 none of the above problems) Housing cost burden greater than 50%of income q55 260 65 35 15 830 (and none of the above problems) Housing cost burden greater than 30%but less than 50%of income(and none of the above 115 330 680 160 170 1,455 problems) Zero/negative income(and none of the above 100 0 0 0 0 100 problems) Has none ofthe 4 housing problems 50 650 2,075 1,680 8,270 12,725 Total 730 1,240 2,860 1,890 8,510 15,230 Renter-0ccupied Lacking complete plumbing or kitchen facilities 65 85 120 10 25 305 Severely Overcrowded with >1.51 people per 35 15 4 50 0 104 room(and complete kitchen and plumbing) Overcrowded-With 1.01-1.5 people per room(and 15 25 20 20 0 80 none of the above problems) Housing cost burden greaterthan 50%of income 1,545 430 100 10 30 2,115 (and none of the above problems) Housing cost burden greater than 30%but less than 50%of income(and none of the above 240 770 510 50 15 1,585 problems) Zero/negative income(and none of the above 105 0 0 0 0 105 problems) Has none ofthe 4 housing problems 215 570 1,225 705 1,660 4,375 Total 2,220 1,895 1,979 845 1,730 8,669 Total Lacking complete plumbing or kitchen facilities 75 85 120 10 50 340 Severely Overcrowded with >1.51 people per 35 15 4 65 15 134 room(and complete kitchen and plumbing) Overcrowded-With 1.01-1.5 people per room(and 15 25 60 20 15 135 none of the above problems) Housing cost burden greater than 50%of income p,000 690 165 45 45 2,945 (and none of the above problems) Housing cost burden greater than 30%but less than 50%of income(and none of the above 355 1,100 1,190 210 185 3,040 problems) Zero/negative income(and none of the above p05 0 0 0 0 205 problems) Has none ofthe 4 housing problems 265 1,220 3,300 2,385 9,930 17,100 Total 2,950 3,135 4,839 2,735 10,240 23,899 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112028 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque From January through April of 2019, a . . - � telephone survey was conduded with - • ' ' • � - - landlords and rental property managers throughout lowa. Table 111.20.31 presents some comPieted rotai vacancy nnsorPtion basic statistics about the completed surveys. vear surveys units Rate Rate 2019 71 2,419 4.3 30.3 Table 111.20.32, shows the amount of total and vacant units with their associated vacancy rates. At the time of the survey, there were an estimated 62 single-family units in City of Dubuque, with 0 of them available. This translates into a vacancy rate of 0 percent in City of Dubuque, which compares to a single-family vacancy rate of 4.1 percent for the State of lowa. There were 1,995 apartment units reported in the survey, with 83 of them available, which resulted in a vacancy rate of 4.2 percent. This compares to a statewide vacancy rate of 4.1 percent for apartment units across the state. . . - � . . - . - � - - - - Unit Type Total Units Vacant Units Vacancy Rate Single-Family 62 0 0% Apartments 1,995 83 42% Mobile Homes 36 0 0% "Other' Units 149 6 4% Don't Know 177 14 7.9% Total 2,419 103 4.3% Table 111.20.33, reports units by bedroom size. As can be seen there were 790 two bedroom apartment units and 138 three bedroom units. Overall, the 798 two bedroom units accounted for 33 percent of all units, and the 223 three bedroom units accounted for 9.2 percent. Several respondents choose not to provide bedroom sizes, which accounted for the 837 units listed as "Don't Know". Additional details for additional unit types are reported below. . . - � . -. . . . - � - - - - Single- Numberof Family APartment Mobile "Other' Don't Total Bedrooms Units Units Homes Units Know Effciency 0 5 0 0 � 5 One 1 548 0 0 � 549 Two 7 790 1 0 � 798 Three 49 138 35 1 � 223 Four 5 2 0 0 � 7 Don'tKnow 0 512 0 148 177 837 Total 62 1,995 36 149 177 2,419 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112029 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Table 111.20.34, displays the vacancy rate of . . - � single-family units by the number of � - � = �� • • bedrooms. Three-bedroom units were the most common type of reported single- � � famil UI11Y, which had a vacanc fdY2 Of 0 Numberof Units AvailableUnits VacancyRates Y Y Bedrooms percent. studio 0 0 o�io Table 111.20.35, displays the vacancy rate of one t o o�io apartment units by the number of rwo � o o�io bedrooms. The most common apartment rnree as o o�io units were Two-bedroom units, which had Four s o o�io a vacancy rate of 1.8 percent. oon t know o 0 o�io Total 62 0 0% . . � . . . -. .. � - �� . . _ • _ _ _ Number of Units Available Units Vacancy Rates Bedrooms Effciency 5 1 20% One 548 8 1.5% Two 790 14 1.8% Three 138 3 2.2% Four 2 0 0% Don'tknow 512 57 11.1% Total 1,995 83 4.2% Average market-rate rents by unit type are shown in Table 111.20.36. Not all respondents were able to disclose the rental amounts for their units, so there may be some statistical aberrations in the computed rental rates, but generally those units with more bedrooms had higher rents. . . - � . . - . -. . . . - � Number of Single-Family Apartment Mobile "Other" Total Bedrooms Units Units Homes Units Effciency $0 $468 $0 $0 $468 One $600 $594 $0 $0 $594 Two $644 $748 $750 $0 $750 Three $1,057 $925 $857 $750 $976 Four $1,269 $1,175 $0 $0 $1,215 Total $1,014 $710 $816 $750 $811 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112030 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Table 111.20.37, shows the average rental rates for assisted units by bedroom size and unit type. Since assistance is often based on income of the resident or other case by case determinations average assisted rents can vary across bedroom size. . . - � . . - -. . -. . . . - Number of Single-Family Apartment Mobile Bedrooms Units Units Homes "Other" Units Total Effciency $0 $0 $0 $0 $0 One $0 $386 $0 $0 $386 Two $0 $678 $0 $0 $678 Three $875 $0 $0 $0 $875 Four $0 $0 $0 $0 $0 Total $875 $410 $0 $0 $468 Table 111.20.38, shows vacancy rates for single-family units by average rental rates for City of Dubuque. The most common rent for single-family units was between 1,000 and 1,250 dollars and the units in this price range had a vacancy rate of 0 percent. . . - � . - . . - � - - Single-Family A�ailable Averege Rents Units Single-Family Vacancy Rate Units $500 or below 1 0 0% $501 to$750 5 0 0% $751to$1,000 20 0 0% $1,001 to$1,250 28 0 0% $1,251 to$1,500 4 0 0% Above$1,500 0 0 0% Missing 4 0 0% Total 62 0 0% The average rent and availability of apartment units is displayed in Table 111.20.39. The most common rent for apartment rents was between 500 and 750 dollars and the units in this price range had a vacancy rate of 2.2 percent. � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112031 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque . • ' 1 � � . � Average Rents APartment Available Vacancy Rate Units Apartment Units Less Than$500 336 43 12.8% $500 to$749 640 14 2.2% $750 to$999 475 5 1.1% $1,OOOto$1,249 7 0 0% $1,250to$1,499 128 7 5.5% Above$1,500 0 0 0% Missing 409 14 3.4% Total 1,995 83 4.2% Respondents were asked if utilities are included in the rent and as shown in Table 111.20.40, 36 respondents, or 57.1 percent, included some sort of utility in the rent. . . - � • � . -. . - Period Respondent Yes 36 No 27 % Offering Utilities 57.1% The type of utility included in the rent is shown in Table 111.20.41. There were 9 respondents who included electricity, 16 respondents who included natural gas, 34 respondents who included water and sewer and 30 respondents included trash collection in the rent. . . - � � . - . . - � - - - Type of Utility Provided Respondent Electricity 9 Natural Gas 16 Water/Sewer 34 Tresh Collection 30 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112032 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque The survey also asked respondents if any of their units were accessible to persons with disabilities. As can be seen in, Table 111.20.42, there were 4 single-family units which property managers considered accessible, with an additional 276 accessible apartment units. In addition to the units there were 1 mobile homes and 0 "other" units, which property managers deemed accessible to persons with a disability. Respondents also indicated there were a total of 112 persons with disabilities currently residing in accessible units. . . - � � . . - . .. . - � - - - - Single- Numberof Family APartment Mobile "Other' Don't Total Bedrooms Units Units Homes Units Know Effciency 0 0 0 0 0 One 0 66 0 0 66 Two 0 106 0 0 106 Three 4 6 1 0 11 Four 0 0 0 0 0 Don't Know 0 98 0 0 38 136 Total 4 276 1 0 38 319 Table 111.20.43, shows the breakdown of accessible and not accessible single-family units by bedroom size. As can be seen 0 percent or 0 two bedroom single-family units are accessible, with 8.2 percent of three bedroom units were considered accessible. Overall, 6.5 percent of all single- family units were considered accessible by survey respondents. . . - � � . . . . - . . . . - Numberof Not Accessible Single-Family Percentage Bedrooms Accessible Units Units Accessible Studio 0 0 0 0% One 1 0 1 0% Two 7 0 7 0% Three 45 4 49 8.2% Four 5 0 5 0% Don'tknow 0 0 0 0% Total 58 4 62 6.5% Table 111.20.44, shows the breakdown of accessible and not accessible apartment units by bedroom size. As can be seen 13.4 percent or 106 two bedroom apartment units are accessible, with 4.3 percent of three bedroom units were considered accessible. Overall, 13.8 percent of all apartment units were considered accessible by survey respondents. � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112033 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque . • ' 1 � � . � � � -� • • � - Number of Not Accessible Apartment Percentage Bedrooms Accessible Units Units Accessible Studio 5 0 5 0% One 482 66 548 12% Two 684 106 790 13.4% Three 132 6 138 4.3% Four 2 0 2 0% Don't know 414 98 512 19.1% Total 1,719 276 1,995 13.8% Table 111.20.45, shows the number of survey respondents � _ � , who keep a waiting list. As can be seen 14 respondents � , , _ _ , , , said they keep a waitlist, with an estimated 214 number of . . . - persons on the wait list. " ' - - - - Period Respondent Respondents were also asked how they would rate the need ves ta for renovation of existing units. As shown in Table 111.20.46, No aa 4 respondents said there was no need for renovating single- wainist size zta family units, with 4 respondents saying there was extreme need for renovating single-family units. Likewise, 4 respondents indicated no need for renovating existing apartment units, with 4 respondents saying there was extreme need for renovating existing apartment units. . . - � . . . . - . . . . . . . - � - - - - Need Single-Family Apartments Mobile Homes Other Units No Need 4 4 4 1 Low Need 4 4 4 2 Moderate Need 26 29 25 16 High Need 13 13 13 7 Extreme Need 4 4 4 2 Average Need 3.2 3.2 3.2 3.2 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112034 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque Respondents were also asked how they would rate the need for the construdion of new units. As shown in Table 111.20.47, 26 respondents said there was no need for new single-family units, with 2 respondents saying there was extreme need for constructing new single-family units. Likewise, 26 respondents indicated no need for new apartment units, with 2 respondents saying there was extreme need for construding new apartment units. . . - � � . . . . -. . . . . . - � - - - - Need Single-Family Apartments Mobile Homes Other Units No Need 26 26 26 15 Low Need 11 13 11 7 Moderate Need 7 8 6 4 High Need 3 3 3 1 E#reme Need 2 2 2 1 Average Need 1.9 1.9 1.8 1.8 The 2019 Housing Needs Forecast reports housing demand projections from 2019 to 2050, with a base year of 2018. This forecast spans the period of 2019 through 2050 and offer predidions of the demand for housing. This report uses the modified population projections based on projections released from Woods & Poole Economic, Inc (W&P). Income categories were calculated using the Housing and Urban Development CHAS (Comprehensive Housing Affordability Strategy) data and are expressed as a percentage of area Median Family Income (MFp. This distribution is assumed to remain constant over the forecast horizon. Homeownership rates were forecasted based on historical trends. Table 20.1.48, shows the strong growth scenario for the City of Dubuque. As can be seen in 2018 there were 15,468 owner—occupied and 8,969 renter-occupied households, for a total of 24,437 households. In 2030 there will be a projected 25,147 households of which 15,918 are projected to be owner occupied and the remaining 9,230 are expected to be renter-occupied. By 2050, there are projected to be 15,946 owner-occupied households, of which 765 owner- occupied households are expected to have incomes of 0-30 percent of MFI and 3,001 are projeded to have incomes of 50.1-80.0 percent of MFI. In 2050, there are projected to be 9,246 renter households, of which 2,366 renter households are expeded to have incomes between 0 and 30.0 percent of inedian family income 2,116 renter households with incomes between 50.1-80.0 percent of MFI. Overall households are projected to reach 25,192 occupied units by 2050, of which 3,131 are expected to have incomes on between 0 and 30 percent of MFI. � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112035 Final Report: 8/1/2019 Volume IIC City Profiles City of Dubuque . • ' 1 • • � - • • - � - Income Z018 2020 2025 2030 2035 2040 2045 2050 (% of MFI) Owner 0-30% 742 751 757 763 767 768 767 765 30.1-50% 1,255 1,270 1,281 1,291 1,297 1,299 1,298 1,293 50.1-80% 2,911 2,946 2,972 2,995 3,010 3,014 3,010 3,001 80.1-95% 1,560 1,578 1,592 1,605 1,613 1,615 1,613 1,608 95.1-115% 1,869 1,892 1,909 1,924 1,933 1,936 1,933 1,927 115+% 7,132 7,219 7,282 7,339 7,375 7,386 7,376 7,352 Total 15,468 15,656 15,793 15,918 15,995 16,018 15,997 15,946 Renter 0-30% 2,295 2,323 2,344 2,362 2,374 2,377 2,374 2,366 30.1-50% 1,954 1,978 1,995 2,011 2,021 2,024 2,021 2,015 50.1-80% 2,053 2,077 2,096 2,112 2,122 2,125 2,123 2,116 80.1-95% 760 769 776 782 786 787 786 783 95.1-115% 527 534 538 543 545 546 545 544 115+% 1,379 1,396 1,408 1,419 1,426 1,428 1,426 1,422 Total 8,969 9,078 9,157 9,230 9,275 9,288 9,275 9,246 Total 0-30% 3,037 3,074 3,101 3,125 3,141 3,145 3,141 3,131 30.1-50% 3,209 3,248 3,276 3,302 3,318 3,323 3,319 3,308 50.1-80% 4,963 5,024 5,067 5,107 5,132 5,140 5,133 5,117 80.1-95% 2,320 2,348 2,368 2,387 2,399 2,402 2,399 2,391 95.1-115% 2,397 2,426 2,447 2,466 2,478 2,482 2,479 2,471 115+% 8,511 8,615 8,690 8,759 8,802 8,814 8,802 8,774 Total 24,437 24,734 24,950 25,147 25,270 25,306 25,272 25,192 � IOWA HOUSING FINANCE AUTHORITY lowa Profile 1112036 Final Report: 8/1/2019 Prepared Bv: Jill Connors, ED Citv of Dubuaue 1300 Main St. Dubuaue, IA 52001 (563) 589-4393 Return To: Kevin Firnstahl, City Clerk City of Dubuque 50 W. 13'"St. Dubuque, IA 52001 (563) 589-4121 RESOLUTION NO. -19 APPROVING DISPOSAL OF AN INTEREST IN REAL PROPERTY OWNED BY THE CITY OF DUBUQUE BY SALE THROUGH A DEVELOPMENT AGREEMENT WITH MERGE, LLC Whereas, the City Council of Dubuque, lowa, did on March 18, 2019 adopt an Amended and Restated Urban Renewal Plan for the Greater powntown Urban Renewal District ("the Plan") for the Urban Renewal Area described therein; and Whereas, the City of Dubuque, lowa, is interested in stimulating reinvestment in the Greater powntown Urban Renewal District; and Whereas, the Plan provides, among other things, for the disposition of properties for private development purposes; and Whereas, Merge, LLC has submitted to the City a proposal in the form of an offer to purchase (the "Development AgreemenY') for the purchase of certain City-owned real property hereinafter described ("the Property"), which Development Agreement proposes Merge, LLC will undertake the construction of a building located at the corner of Ice Harbor Drive and East 5�h Street as described therein, which Property is the real estate consisting of approximately 1 .22 acres shown on Exhibit A, and which Development Agreement requests that this Property be made available for sale as rapidly as possible; and Whereas, lowa Code Chapter 403 authorizes cities to dispose of property in furtherance of an urban renewal project and to take other actions as may be necessary to carry out the purposes of said Chapter, and the Plan similarly authorizes the City to dispose of property; and Whereas, in compliance with lowa Code Section 403.8, and to the extent required by law, lowa Code Section 364.7, the City Council has set forth its proposal to dispose of 111319ba1 its interests in the Property and the City Clerk published a notice on October 10, 2019 as required by law soliciting competitive proposals for the Property; and Whereas, as of 10:00 a.m. on November 12, 2019, the City Clerk received no competitive proposals for the Property; and Whereas, the City Council believes it is in the best interest of the City of Dubuque to approve the Development Agreement proposed by Merge, LLC and the sale of the Property as provided in the Development Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1 . The Council finds that the transfer of the Property will promote the purposes of the urban renewal law, lowa Code Ch. 403 in the City and, together with the other consideration provided for in the Agreement, that these benefits constitute fairvalue for the City's disposal of interests in the Property under lowa Code Section 403.8. Section 2. The Development Agreement between the City and Merge, LLC including the sale of the Property as provided therein, is hereby approved. Section 3. The Mayor is authorized and directed to execute said Development Agreement on behalf of the City of Dubuque. Passed, approved and adopted this 18th day of November 2019. Roy D. Buol, Mayor Attest: Kevin S. Firnstahl, City Clerk F:\USERS\tsteckle\Lindahl\Merge, LLC DA\Resolution Disposing Interest- Approving Merge LLC DA_111319bal.docx 2 CITY OF DUBUQUE EXHIBIT A ii � ��1 ��"�" �� 5 A V E +� B O R R O W � 1 N V E S T �. 1 N 5 U R E � T R U S T i I'{ � r.r.....r iI J November 15, 2019 � , ,I '�i Dubuque City Council Members j 50 W. 13t"Street I, Dubuque, IA 52001 !� RE: Support for Port of Dubuque Merge Urban Development � I Dear Dubuque City Council Members: On bEhalf of the Dup�c� Corr�munity Cre�it Union �aard af directors, more than 122,��D� members,and I 500 employees, I write to express our support for the pending housing development project in the Port of :i � Dubuque from Merge Urban Development. This investment will help Dubuque continue to grow and prosper.The jobs, businesses and housing that t��s N�cjCct�f tliiS Caiiuci"vifii{ i.icai� aie�iiiiCa�iu si�uiliziiig N�NUlaiiu�is, �r��e►iy vaiues ari�i neighborhoods. Dupaco is in the midst of a major renovation to revitalize a vacant manufacturing building '� in Dubuque's Historic Millwork District for our company's operations center. Inclusivity was an important �� theme when assessing locations for our corporate headquarters. As Dupaco begins to transition more than i a hundred employees to our new operations center in late 2020, approval of the proposed project will not only create more vibrancy in our new neighborhood, but will create additional places for current and new Dupaco emplayees to live with minimal transportation needs. � �ii � As a member-owned financial cooperative,our members' best in#erest is at the forefront of all our efforts. '�� This type of project makes good economic sense. As we understand,the vast majority of this investment is 'I 'I coming from out-of-state investors, bringing new economic capacity to the city. This project will not compete with or take money away from any other city or community priority. I ^ The need for additional housing, as well as the unique amenities this project will provide, are exactly what ji nur community and downtown area need. �ubuque has great potential, bu't faces great chalienges and � needs the support of this new project. Please give the highest consideration to the pending housing �,� development project in the Port of Dubuque from Merge Urban Development at your November 18th City Council Meeting. � � � Sincerely, �j � �I �� f�-, _�. �� . � Joe Hearn ;,��..� � �� President &CEO �_ �,� � �� Dupaco Community Credit Union f-� � �� 1 � u> � �'" � (,�'a .....,. ;�� i '�' `._..�'''- � �,a:! � �7 C.+a '� � �,� j ii � U P A C O � �a f� � � ��i� E �' °�` � R E� � � �� C� ►�S � c8Ug9a1s�a.K4'ret7 EQUAL WOUSING OPPORTUNITY ACCOUNTS FEDERALLY INSURED BY NCUA �� d STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: October 11, 2019, and for which the charge is $290.07 � Subscribed to before me, a Notaiy Public in and for Dubuque County, Iowa, this �� day of V��Q/L , 20 �� . � Notary Publi ' and for Dubuque C unty, Iowa. ��'�`s�, �1f44��1"!4.6��P� ;�l� Cammissian Number 199659 ,nY,,. My Camm.Cxp.DE�11,2019 CITY OF DUBUQUE,IO,WA- and to give full and fair opportunity to other de,- Developrnent„Agreement.to the City Co�'urictl for OFFICIAL NOTICE ` velopers interestetl in submitting a proposal for final.approval;and execution uporr+ezpu�f�on.of'. PUBLIC NOTICE is hereby,giyen that,the .; thesale'antl development;of the,Property;:tFiis. ,,the notice he,reinafter,prescnbed _�" Yer1,�x, •; City Council of the City of'Dubuque; lowa, Qouncil should by this Resolutwn. Section 8 That the action of the:City Coun'cil wiil hold;a public,hearing on the 18°h_:day of 1)Set the fair market.value of the Propetty , be considered:to be.and does hereb�r�consti- SNoJember 2019•at 6:00 p.m. in tlie Historic for uses in aecordance with the Plan;� -'" tute�notice to'all�ooncerned of the"mtent�ori=,of' ' ;Federal;Buildmg�350'West 6th Street,:second : 2),Approve;the minimum reqwrements:and this.Gouncil,.in'the�event.that•no;;other quali-_;� floor,'Dubuque lowa, at,which"meefirig�the , 'competitivecriteriamoludedherein;.;. �fiedproposaisaretimelysubmitted„ta;accept. _ <City Counal proposes'to dispose of.:an inter- 3)' Approve.as to form tlie Development� the pcoposal of the Developer to purcliase fhe' est in�the'following:described,real,pr.operty to Agr.eement � ,• , ; ; Propertyshownon Exh4bi#Aand.toap"prove-the MERGE,LLC,and lowa Lirnited Liability Com-: 4)Set a date;.for receipt,of competing pro. . Development.Agreement,by and.between_City,;„ pany,"by sale ipursuant to`Developmerit Agree- .�posals and the'opening'thereof; " ° and D'evelop'e'r.:, ment: - � > �5).D'eclare that the':proposal suLirnitted by ' Section 9.'Thatthe offic�al notice of this>of,- ' • , .Approximately,122 acres located,at the De�elope'r satisfies the,minimum.requirements. fering;and of tlae intent oE the City;:;in,the event, . corner'of Ice Harbo`r DriVe and East 5TM''Street, i of tiie:offenn the evenf no other"" no other qualified proposals are timely submit- g;arid that`in ' :Dubuque,,lowa�ssqown on F�chibit A. ` . ,«' ,qualifiied'�proposal is timely,-submitfed,that the� • ted;to approve the„Development'Ag"reement; At fhe'meetmg�,'.the City Counc�l wilb%receive City Council intends to accept,,such proposal,4 shall;be,a true;copy of this Resolution,but.,with-: 'or`al`and'written comments fCom an resident'or, and auth ' ' p periy owner of said Ci :to the above action. velo ment q ree .ent g 9 , , Section�1 p;.ents referred.to,herein .Wntten comments;regarding the bove pubhc ; -6)Approve and dIi ect p blic t onlof a notDi e: andtdrected o secu eCl medi te. ubl cation; ; hearing;may,be.submitted.to,the,City,Clerk's to adv�se any other,p,erson of the opp,ortunity to,_. , of said off,icial notice in:the Telearaph Herald, Office;City Hall;"50'W 13 Street on or before compete for sale;of'the Property on<the terms,': a newspaperhaving=a geneTal'circulation in'the said time of.public hearing '!�; � and"conditions set forth hecein and�:: `: ' comrriunity, by'�publication>of thei:text of:this" Copies'of suppotting documents.;for the � �Declare that in the event another,qualified- � Resolution on or before the 71�day,of October, : public hearings`are on'file in the City Clerk's Of= proposal,is timel`y'sutimitted and acc@pted an:' 2019:" ' ` " " " fice;and may be viewed during normal�working - other ancJ future notice will;be publisHetl on`'the": Section 11:='Thaf wriiten proposafs for fMe'` hours. � -- intent.of,the City to enter into the resulting cop- sale of the Prope.rry shown on'Exhibrt A wilf:be, ;; . . Individuals with limited'English proficiency„ tract'as required tiy law; .', � , , received by'the;:City Clerk at:or before `I O.:DO ' vision;�hearin or s eech im airments're uir-. andr' � �� '` ' 9 P P ` 9 • ` a m.;'Novemb'er'12,2019; in the Qffice'of tlie ' Gierks Office at, 563 589-4100 TD he City best nte est of th C t�and,he Plan:lto acttas, 50 West�13"�aSt eet.tDubu tue�lowa,�2007�., : mg special assistance should.contact ( ). D; (563) y 690 6678,;ctyolerkC�cityofdubuque o'rg as soon expeditiously as possible to sell the Pr'operty as' ,Each,proposal wtll be opened.at�the-houF"of" F^as-fieasible,�Deaf or-t�artl ofJj�earing irtdjvidr�als-=-�*set.forth�herem';r'�``�^^`-�-°``�� ?...r�'S+�,+F�.�,, �10i00"a m-rn..CiYy Hali;Dubuque,lowa on:No= can use R'elay lowa by'dialing'711 ar(800)735- '� NOW, THEREFORE, BE IT RESO'LVED` vember 18,2019. Said:proposals will then be ` 2942• -- ` BY THE CITY'COUNCIL OF THE;CITY'OF presented to the City Councit at 6:00 p.m.,No-. Dated this 11'"day of October 2019. DUBUQUE,IOWAo- vember 18 20]`9,at a meeting to be heid in tbe' Kevin S.Firnstahl,CMC Section 1.That the Property shown`on Ex�"' 'City Gouncil Ghambers,'Historic Federal Buil`d�= ^City Clerk hibit A attached h'eretq sliall be offeced for,sale mg at 350 West 6tli Street;.Dubuque lowa; -- � � T ,�.Section 12.That�the method�of offenng,the'- RESOLUTION NO:355-19 ' in accordance with the terms and conditrons� RESOLUTION 1 APPROVING THE MINI- contained m this Resolution: Property for sale as`set forth herein is�in sub-�� ;ER A AND�OFFERNNG.PROCEDU ES"FOR` ` in o der to q affy°for ons de ationr for�eleo-"±`'Iowa�Cotle Secton 403.8t fetUe'proeason'able` ` THE DEVELOPMENT /lND`THE SALE OF ,tion,any person must submit a proposal which competitive bidding,proced ues as are hereby ' ,CERTAIN REAL PROPERTY AND IMPROVE- `meets these minimum reqwrements prescribed and.`.fair.value.' � MENTS,lN'�THE GREATE6 DOWNTOWN'UR- 1) Contams an.agreement,to purchase the:_ Section 13 Thatthexequired docurnents:for. ° BQNRENEWALDIST,RICT;'(2)`DETERMINING Property;;shown,on ExC�ibit'A at not:less,than� the'�submission;of a:proposal shalli^'be in�sub- ' • ket value;'.which for the purposes of''` .stantial conformity>with the provisions.of'this,. YHAT THE OFF.ER TO PURGHASE`�SUBMIT=".:fa�r mar T,ED BY IVIERGE, LLC`SATISFIES'THE.OF= this resolution is„hereby adeterminetl;.to be,�$ Resolution '' = � ° FERING R,EQUIREMENTS'WITH RESPECT 807 842,52 and$162 230 6,7 for requires ease ;. Seet�on '14 That�the City Clerk is hereby .i i TO'THE>REAL';PROPERTY�AND IMP..ROVE- mentsfo'r.atotal„purchasepriceof$97007319 -;,'norninated'ancl-appointed asltheagentof;the� „ "IVIENTS AND�DECLARING THE INTENT OF 2)Statestlie•number o'F'residentia7 units and' City-of`Dubuque,lowa to receive proposals'f`or '" $ALE TO,=,MERGE,,LLC IN THE,EVENT,THAT , be cr.eat'ed in the� 'Fo osal s+, ro e t ="'" ';: cordin"'to-the roc p� ''`"- "'' " THE' CITY COUNCIL TO APPROYE THE s uare feet of commerciaUretaii s ace that will the sale of the Pro e on that date and ac NO�COMPETING,°;PROP.OSALS.'ARE'SUB- ,3)�Se,fs out or proudes to;the�satisfaction�„of-' for.,receipt of sycheproposalslryad to proce d�' 'IVIIT.f'ED,:iAND (3)"SOLICITING COMPETING' the City,Counal the experienee"of the..prmcipals:�.;-at�such fime;•to,formally..;acknowledge<rec,eipt' ,.-. P.ROPOSqLS ` „- •� �- and key"=staff who,;are direcfly engaged in the of eacfi of such proposal by noting'tFie receipt ' W�iereas,the,City'Council of'Dubuque lowa,� perforrtaance.of contract obligations in carrying of sarne in the Mimutes of the Councii;•that the did on-March 18,2019 adopf an,4mended and- out pro�ests of similar scaleaantl cliaracter;and. City Manager is hereby authorized and direc#ed, Restated'Urban Renewal;Plan.for the Greater. .',4�4)rMee,ts;at a�minimum theter,`ms and con-:' to make preliminary analysis of each such pro= Downtown Urban Renewal Distnct(the;Plan'�> tlrtions�ofther Deueiopment/qgreement submit- posal for compliance with the minimum require for the Urb3n Renewal Area described fherein;, ted bythe Developer includirig a'nyagreement to ments established by this Council Nereinabove and , � `: in�est notb less�than $`18 000 000:#o complete, �For each proposal that satisfies these require '` Whereas' the Plan provides among 'oth- -construc,tion of tlie 187,resrtlen"tial units,and•� rnents;;the City,Gouncil,shall judge#he str,ength ' er things,;for the`disposrtion:of properties�fiar 23 000 of commereial/retail`space in the build of'the proposal by the competitive:criteria es- � f p'rroate.development:purpo"ses:as a pr'opo'sed ,ing � 4 ;��` r - ; . ;; , ,,. ._,<.tablished hereinaboye.•-The Gity.Council shall �� , economic development action,•=antl ,, Section 3^That the Development Agreement - then make the finai evaluation and selection of E •;`Whereas Merge,:: LLC (Deueloper'') has: `by and between the Crty and,th,e`Developer be the proposals. ` �subrnitted fo the City a praposal m the'forrrrof, and is hereby�approvetl as to form for the pur ; ,„Section 75,If,;and only,if competing,propos- an offer to'purchase(the�"Dedelopmen4Agree- poses�he'reinafters.tated ''" � " alsare;received antl deterrmned by-tfie Council > ceal ro ert herein,ase of certain City-owned �Section 4 That;for the purpose of defining; to.meet,the minimum,�reguirements described ment)for the purch p p „y t after described(the;Prop�'the offering of the�Property�.for`sale,said De- herein;'the Devel'oper sFialPbe ailo.wed to amend erty) which Development.%Agree�en-.pcopos velop�t,�Agreecr�ent.rsha!l-beadeemed'-t�be"" its�proposap�in�i-esponse�tlieYeto^and fo�`eliv'er � �es the Developer"avill"anderfake the construc- iilustra�ive of the terms�acceptable to the City same_to th'e City Manager, by no later than a tion of a building locatedrat the corner,:of ice- �':with respectto , a::. �, �^ , date d"etermined:"by the:City Council:.'.in such ' Harbor Dnve and East 5t''Street as_descr�betl 7)`Tirn_`ely completion of'the construction` event�:the Council shall.schedule a subse- tlierein,wtiich Property is the real�estate con ,pro�ect ;; ' i; ` ; �_' quent meetmg to,be held 6y'fhe Ciiy Manager sisting of approximately'i 224acres shown on 2)�Construct�on of minimum improvements; at wliicli there shall be a bid=off conducted by . Exhibit A,and which'Development Agreement 3)Developer and City obligations and the City Maneger During such bid off each ; repuests that this Property be:lmaderavailabie ; 4)Geri,'eral'terms'and condit�ons , competing,.biddgr�shall'bid aga�nst-.the other, .? .for sale�as rapidly,as�;possible;,and ;;� � � Sectron S That,the,Deuelopment Agreement startmg with the�second,proposal received and- .,':Whereasj in.ortler.to.-establish.°reasonably submitted by`the D'e'velope'r satisfies tlie re='" con`tinuing u"ntil sucli time as each`'6'idder'sFiali '" p bidding procedures for the dispasi- quirements of this offering and in the event that decline`to improve its proposal to;acquire and, com etitive u. - . �' no other qualified proposals�are timelyasubmit-; redevelop the Proper,ty sh'ow`n on.Ezhibit A in; to re uir �4ce with the stat. ,? , . m ^} ' : ' tion of the P.roperty in accorda ry q ements of'lowa,Code Chapter 403; ,ted that.the City Councii intends to aceept and response to the°:last bid of'the other b�dtler or% specificall ';Section 403 8 an8 to assu,r,exthat� �.,approve`,fHe Development Agreement £F ,;�,bidders; The penod of time to;be:allowed�for.�r: Y; � �the City extends a full and fair opportunity to all Section 6.That;it is hereby determined that sucti;bid=off shall be determined�b.y`the City':' developers interested in submitting a'propos- the Developer possesses tHe qualifications,'f- Manager. The r,ules of`sueh bid-off'shall-be"as ," al;a summary ofsubmission�r,equiremeMs and . nancial resour."ees and legal ability nece:ssary to determined by the City Manager`af'or-befo'r,e :' minimum requirements and coinpetitive'criteria ;;ipurchase',the Property showri,on Exhitiit q and ; such bid-off period and sFiali-be absolute for the Property offering is included he'rein,and ''to constr'uct manage antl operate the site m the";5 ';Section'16.That in the event ar�other quali=- ' ,vel phme tSAg'aeem nt wthrtheSCitgy cu enDtly ,;;w th t�ie Praposed by th qs offering��aceord��ceF;�bed�proCpos anotii ely sub.'mitted and accepted; !_ :�.� y` ity er and further notice shall.be . �.-E on`file at the Office of4he City�Clerk tandr' ? Sectio�n 7�That�'the City Clerk shal}.receive,�; publish'ed qf the intentef the City of Dubuque, ' �` Whereas,to recognrze both,the�firm�propos- anc�,�retam for public exarni,�nat�on the attached �f�lowa to'enter'inYo the resulting agreement,as � �,af;for sale of the Property�-�antl iznprovements Development,Ag�eement,subi�itted by the De required�by"law ,already:received by the City in the form of the ueloperand �n the,event nofother qualifed,pr,o��s�s� � 5��cx� �',s . . ExhibitR � Development Flgreement as,describetl above posals are timely submitted shall resubmit the � ,. - ` °il ." q,,,t << � C �, M . , .i. , „ ,.. .. � y� _ .u.. 4+. '� .*„r C . .�;� . �, . . ..� !. . . , ,... .<.. .. ,... . <1� . .,,,. .,, , �. ��,:: � �� "� �1 ,�•�'�r��.t1E i � „��; ;'� �� i r �� , k -x� 4 , 1 7�1�},yy��-�'^v' n"y .�.�" � ++,' '\'a,•._ ��'�,"� y`d✓.��i i i .0 �a i'� i u� ..��ws� �. � � :1 �` � �� - - N a - ts:.::{ ��,y ...L.4.�,. . ;...-:--= �='xd.,9r�f�l' . ��1F3f F��d 1�.�, . �s.4�1 �`.��...'-'.�'�.'�'�` �.""�" -,14r (,E�J t :.*,C�� +.'^-"�a' i r`�r� - �: sca"^r ~ �'��;: � " �° :,� �� `�"`= � - �'' � �:�,r t „.�lRC�rM:':i � k u � a �r dw � . 'h ,i,j� yJ t A4" � t , _ ��x'.. J .. �.r+Yi'.f�;` i . t �iitn��ly": . ? m' �4��n,. �I�� i�ll'ry�I II I � ' f:��'� �, kacG'� ��.,I V�V F�,'��'��'� . � � `�lkH��plJl k . , n � : d'C IIGI .,. �. ,y , ... , , " � tl 'xJ �.,�!IIM r - . " �1 Passed approved and adopted this 7t''.day of October 2019: °J'ake A�Rios Mayor;Pro Tem �. `, , Attest ` ` � ... ,.,.�,, ,.. .. Kevm S.'Firnstahl,City Clerk'� � " tt�1D/�1 . '�.f:: , ; . �: [.� r.:: n. ,��..- ... ;_: , ..�.: .. ... ,,,. ` .�_, .�:'. .�,...:, . . �� .;;adn�1U�873.,. . .,,.,.: ....., .,.. . . ,�.,�_. , �:.... , . ..., . , ..,..:,, ...... . , ,.. , . , .-, ,.. ,� .. . Doc ID: 010932620002 Type: GEN Kind: AGREEMENT Recorded: 03/29/2022 at 11:51:46 AM Fee Amt: $12.00 Paqe 1 of 2 Dubuque County Iowa John Murphy Recorder File2022-00004028 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Merge LLC for the real estate described as follows: Lot 2 Adams Company's 5' Addition in the City of Dubuque Iowa The Development Agreement is dated for reference purposes the 18t" of November, 2019 and contains covenants, conditions, and restrictions concerning the use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. �.D Dated this 23 day of , 2022. CITY OF DUBVOIJE, IOW Barry #. Lindahl, Esq., Senior Counsel STATE OF"IOWA ss: \00 T DBQ City Clerk DUBUQUE COUNTY r,ok On this day of ArC , , 2022, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Barry A. Lindahl, , to me personally known, who being by me duly sworn did say that he is Senior Counsel of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa and that said instrument was signed on behalf of said Municipal corporation by authority and resolution of its City Council and said Senior Counsel acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. �, or*`` •�, JONI LYN YEDINOER r Commhslon Number 832196 Nota Public, State of low IulyCommWetonExpires �i 11 ,quay Doc ID: 010962730002 Type: GEN Kind: AGREEMENT Recorded: 05/24/2022 at 01:44:21 PM Fee Amt: $12.00 Page i of 2 Dubuque Countv Iowa John Murphy Recorder File2022_00006645 Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF DEVELOPMENT AGREEMENT A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal corporation, of Dubuque, Iowa, and Merge LLC for the real estate described as follows: Lot 2 Adams Company's 5th Addition in the City of Dubuque Iowa The Development Agreement is dated for reference purposes the 18th of November, 2019 and contains covenants, conditions, and restrictions concerning the use of said premises. This Memorandum of Development Agreement is recorded for the purpose of constructive notice. In the event of any conflict between the provisions of this Memorandum and the Development Agreement itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A complete counterpart of the Development Agreement, together with any amendments thereto, is in the possession of the City of Dubuque and may be examined at its offices as above provided. Dated this day of , 2022. CITY OF DUBUPIE, IOWA M Barry P�. Lindahl, Esq., Senior Counsel 12OO � C.�K.y CQevl(. STATE OF IOWA : ss: DUBUQUE COUNTY On this-011 day of MAY , 2022, before me, a Notary Public in and for the State of Iowa, in and for said county, personally appeared Barry A. Lindahl, , to me personally known, who being by me duly sworn did say that he is Senior Counsel of the City of Dubuque, a Municipal Corporation, created and existing under the laws of the State of Iowa and that said instrument was signed on behalf of said Municipal corporation by authority and resolution of its City Council and said Senior Counsel acknowledged said instrument to be the free act and deed of said Municipal Corporation by it voluntarily executed. Notaq Public, State of to a JONI LYN MEDINGER x Com ymission Number p832196 ow� �' • - !L I .1�fi,4erf � Doc ID: 011170150004 Type: GEN Kind: RESOLUTION Recorded: 12/01/2023 at 04:29:33 PN Fee Amt: $22.00 Paqe 1 of 4 Dubuque County Iowa Karol Kennedy Recorder File2023-00011383 Prepared By: Jill Connors, ED City of Dubuque 1300 Main St Dubuque IA 52001 (563) 589-4393 Return To: Kevin Firnstahl, City Clerk City of Dubuque 50 W. 131h St. Dubuque, IA 52001 (563) 589-4121 RESOLUTION NO.406-19 APPROVING DISPOSAL OF AN INTEREST IN REAL PROPERTY OWNED BY THE CITY OF DUBUQUE BY SALE THROUGH A DEVELOPMENT AGREEMENT WITH MERGE, LLC Whereas, the City Council of Dubuque, Iowa, did on March 18, 2019 adopt an Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District ("the Plan") for the Urban Renewal Area described therein; and Whereas, the City of Dubuque, Iowa, is interested in stimulating reinvestment in the Greater Downtown Urban Renewal District; and Whereas, the Plan provides, among other things, for the disposition of properties for private development purposes; and Whereas, Merge, LLC has submitted to the City a proposal in the form of an offer to purchase (the "Development Agreement") for the purchase of certain City -owned real property hereinafter described ("the Property'), which Development Agreement proposes Merge, LLC will undertake the construction of a building located at the comer of Ice Harbor Drive and East 51' Street as described therein, which Property is the real estate consisting of approximately 1.22 acres shown on Exhibit A, and which Development Agreement requests that this Property be made available for sale as rapidly as possible; and Whereas, Iowa Code Chapter 403 authorizes cities to dispose of property in furtherance of an urban renewal project and to take other actions as may be necessary to carry out the purposes of said Chapter, and the Plan similarly authorizes the City to dispose of property; and Whereas, in compliance with Iowa Code Section 403.8, and to the extent required by law, Iowa Code Section 364.7, the City Council has set forth its proposal to dispose of 111319bal 4D00>ccG��"�, ZZG� its interests in the Property and the City Clerk published a notice on October 10, 2019 as required by law soliciting competitive proposals for the Property; and Whereas, as of 10:00 a.m. on November 12, 2019, the City Clerk received no competitive proposals for the Property; and Whereas, the City Council believes it is in the best interest of the City of Dubuque to approve the Development Agreement proposed by Merge, LLC and the sale of the Property as provided in the Development Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Council finds that the transfer of the Property will promote the purposes of the urban renewal law, Iowa Code Ch. 403 in the City and, together with the other consideration provided for in the Agreement, that these benefits constitute fair value for the City's disposal of interests in the Property under Iowa Code Section 403.8. Section 2. The Development Agreement between the City and Merge, LLC including the sale of the Property as provided therein, is hereby approved. Section 3. The Mayor is authorized and directed to execute said Development Agreement on behalf of the City of Dubuque. Passed, approved and adopted this 18th day of November 2019. Jake A. Rios, Mayor Pro Tem Attest: Kevin . imstahl, ity erk F:\USERS\tsteckle\Lindahl\Merge, LLC DA\Resolution Disposing Interest - Approving Merge LLC DA 111319bal.docx CERTIFICATE of the CITY CLERK STATE OF IOWA SS: COUNTY OF DUBUQUE ) I, Adrienne N. Breitfelder, City Clerk, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 406-19 is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 22nd day of November, 2023. Adrienne N. Breitfelder, City Clerk