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Proposed Resolution of Issues with 40 Main, LLC, 44 Main, LLC and 210 Jones LLC_Hearing Copyrighted December 21, 2020 City of Dubuque Public Hearings # 1. City Council Meeting ITEM TITLE: Proposed Resolution of Issues with 40 Main, LLC, 44 Main, LLC and 210 Jones, LLC SUM MARY: Proof of publication on notice of public hearing to consider approval on the 40 Main, LLC Subordination Agreement, included in the following recommendations regarding Development Agreements with 40 Main, LLC, 44 Main, LLC and 210 Jones, LLC, and Senior Counsel recommending approval: 1. Adoption of the resolution approving the Second Amendment to 210 Jones, LLC DevelopmentAgreement. 2. Adoption of the resolution approving the Quit Claim Deed to 40 Main, LLC subject to receipt of$157,583.00 for the Real Estate Contract. 3. Receive and file the Release and Waiver of all undisbursed grants and loans under the Development Agreements for 40 Main, L LC and 44 Main, LLC. 4. Adoption of the resolution approving Subordination of Mortgage for 40 Main, LLC. RESOLUTION Approving the Second Amendment to Development Agreement between the City of Dubuque, lowa and 210 Jones, LLC RESOLUTION Approving the Quit Claim Deed from the City of Dubuque to 40 Main, LLC RESOLUTION Approving a Subordination of Mortgage Subordinating a Second Mortgage and Security Agreement, granted by City to 40 Main, LLC, to a Mortgage granted by 40 Main, LLC to MidWestOne Bank SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s) DISPOSITION: ATTACHMENTS: Description Type Staff Memo Staff Memo Resolution Approving Second Amendment- 210 Jones Resolutions LLC Resolution Approving Quit Claim Deed Resolutions Resolution Approving Subordination of Mortgage Resolutions Second Amendment- 210 Jones LLC Supporting Documentation Quit Claim Deed - 40 Main LLC Supporting Documentation Release and Waiver Undisbursed Grants and Loan - 40 Supporting Documentation Main, LLC and 44 Main, LLC Subordination of Mortgage Supporting Documentation Mortgage Supporting Documentation Proof of Publication Supporting Documentation Dubuque THE CITY OF � All•A�erica Ciiy Du B E �,:r��r.z� _ � � �� Maste iece on the Mississi i 2oo�•Zo12�2013 YP pp � zoi�*zoi9 BARRY A. LINDAHL, E SENIOR COUNSEL MEMO To: Mayor Roy D. Buol and Members of the City Council DATE: December 15, 2020 RE: Proposed Resolution of Issues with 40 Main, LLC, 44 Main, LLC and 210 Jones, LLC The City has Development Agreements with 40 Main, LLC, 44 Main, LLC and 210 Jones, LLC. The parties have reached a tentative agreement to resolve several issues under the Development Agreements. 210 Jones, LLC Parkinq Lot. The 210 Jones, LLC Development Agreement requires a number of Improvements to the building at 210 Jones Street and the construction of a parking lot and related improvements on Jones Street. The improvements to the building have been completed. The Developer has asked for an extension of time to complete the parking lot. The attached Second Amendment to Development Agreement extends the completion date to September 1, 2021. Subject to the other elements of this proposed resolution, I recommend that the Second Amendment to Development Agreement be submitted to the City Council for approval. 40 Main, LLC Real Estate Contract. In 2009, the City sold property to 40 Main, LLC for parking areas around the building at 40 Main Street. The balance of the contract of $157,583.00 was due November 1, 2015. 40 Main, LLC has agreed to pay the balance due to the City at this time. Once the City receives the payment, the attached Quit Claim Deed can be signed and delivered to 40 Main, LLC. 40 Main, LLC and 44 Main, LLC Grants and Loans. The Development Agreements provide for several grants and loans to the Developers of the two projects. Only one grant remains to be disbursed to 44 Main, LLC. Subject to the other elements of this proposed resolution, the Developers have agreed to waive that grant and release the City from all further grant or loan obligations under the Development Agreements. OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR�/IEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563)583-4113/FAx (563)583-1040/Ennai� balesq@cityofdubuque.org 40 Main, LLC Subordination of Mortqaqe. One of the grants to 40 Main, LLC was for $900,000. The balance of the loan is around $242,000. The City has a mortgage for that grant. The Developer's payments on that loan are current. 40 Main, LLC and 44 Main, LLC are refinancing their other debt to be one mortgage to MidWestOne Bank. 40 Main, LLC has requested that the City subordinate the City's mortgage to its new mortgage to MidWestOne Bank. A June 9, 2020 appraisal of the leased fee interest in the property at 40-48 Main Street which will be owned by 40 Main, LLC concluded that the market value is $5,300,000. The new MidWestOne Bank mortgage will be in the amount of$4,071,622.05. The effect of the proposed subordination of mortgage is that the City's mortgage will no longer have priority over the MidWestOne Bank mortgage. Attached are the following documents: 1 . Resolution Approving Second Amendment to Development Agreement (210 Jones, LLC); 2. Second Amendment to Development Agreement (210 Jones, LLC); 3. Resolution Approving Quit Claim Deed (40 Main, LLC) 4. Quit Claim Deed (40 Main, LLC); 5. Release and Waiver(40 Main, LLC and 44 Main, LLC); 6. Resolution Approving Subordination of Mortgage; 7. Subordination of Mortgage (40 Main, LLC) in the form attached hereto; and 8. Mortgage (40 Main, LLC) in the form attached hereto. In summary, I recommend the following action: 1 . Adopt the Resolution approving the Second Amendment to 210 Jones, LLC Development Agreement. 2. Adopt the Resolution Approving the Quit Claim Deed to 40 Main, LLC subject to receipt of $157,583.00 for the Real Estate Contract. 3. Receive and file the Release and Waiver of all undisbursed grants and loans under the Development Agreements for 40 Main, LLC and 44 Main, LLC. 4. Adopt the attached Resolution Approving Subordination of Mortgage for 40 Main, LLC. BAL:tIs cc: Michael C. Van Milligen, City Manager Crenna M. Brumwell, City Attorney Jill Connors, Economic Development Director F:\Users\Laserfiche Legal\40 Main,LLC(Property Acquisition)\MayorCouncil_ProposedResolutionOflssues40Main44Main210Jones 121520.docx 2 Prepared by Barry A. Linda], Esq. 300 Main St., Ste. 330, Dubuque IA 52001-6944, (563) 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION 378-20 APPROVING THE SECOND AMENDMENT TO DEVELOPMENT AGREEEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND 210 JONES, LLC WHEREAS, City and (Developer) entered into a Development Agreement dated June 19, 2017 (the Agreement), as amended; and WHEREAS, the Agreement provides the construction of parking lot improvements; and WHEREAS, City and Developer desire to further amend the Agreement as set forth in the attached Second Amendment to Development Agreement; and WHEREAS, the City Council finds that it is in the best interests of the City of Dubuque to approve the Second Amendment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Second Amendment to Development Agreement is hereby approved. Section 2. The Mayor is authorized and directed to sign the Second Amendment on behalf of the City of Dubuque. Passed, approved and adopted this 21St day of December, 2020. Roy D. BuMayor Attest: a4u�'�'v' A4�& Adrienne Breitfelder, C6 Clerk Prepared by Barry A. Linda[, Esg. 300 Main St., Ste. 330, Dubuque IA 52001-6944, (563) 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO. 379-20 APPROVING THE QUIT CLAIM DEED FROM THE CITY OF DUBUQUE TO 40 MAIN, LLC Whereas, the City of Dubuque and 40 Main, LLC executed a Real Estate Contract dated September 21, 2009, for the real property described as follows: Lot 1 of 10A, Lot 1 of 12A and Lot 1 of 17A all in the West Half of Block 1 and Lot 1 of 1A in the West Half of Block 10 all in Dubuque Harbor Company's Addition, in the City of Dubuque, Dubuque County, Iowa �� Whereas, 40 Main, LLC has agreed to deliver the balance of the Purchase Price to City and has performed all of the other conditions of the Real Estate Contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Mayor is authorized and directed to sign the attached Quit Claim Deed. Section 2. Upon receipt of payment of the balance of the Purchase Price, the City Attorney is authorized and directed to deliver the Quit Claim Deed to 40 Main, LLC. Passed, approved and adopted this 21 st day of December, 2020. / - , S" 1&�j Roy D. Buol, Mayor Attest: �XA-�C Adrienne Breitfelder, City Clerk si ii oii i0 i ii si i i i of s si i i sa iiii ii i i io Doc ID: 010648350005 Type: GEN Kind: RESOLUTION Recorded: 12/28/2020 at 03:52:05 PM Fee Amt: $27.00 Paqe 1 of 5 Dubuque County Iowa John Murphy Recorder File202O-0002O723 RECORDER'S COVER SHEET CITY OF DUBUQUE RESOLUTION NO. 379-20 Preparer Information: City of Dubuque, Iowa, 1300 Main Street, Dubuque, Iowa 52001 Phone: (563) 583-4113 Taxpayer Information: City of Dubuque, Iowa, 50 West 13th Street, Dubuque, IA 52001 Return Document To: Adrienne N. Breitfelder, City of Dubuque City Clerk, 50 West 13th Street, Dubuque, IA 52001 Legal Description: Lot 1 of 10A, Lot 1 of 12A and Lot 1 of 17A all in the West Half of Block 1 and Lot 1 of 1A in the West Half of Block 10 all in Dubuque Harbor Company's Addition, in the City of Dubuque, Dubuque County, Iowa Grantors: Grantees: The City of Dubuque, Iowa 40 Main, LLC 700 MR City Clerk Prepared by Barry A Undal Esq. 300 Main St Ste 330 Dubuque IA 52001-6944 (563) 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO.379-20 APPROVING THE QUIT CLAIM DEED FROM THE CITY OF DUBUQUE TO 40 MAIN, LLC Whereas, the City of Dubuque and 40 Main, LLC executed a Real Estate Contract dated September 21, 2009, for the real property described as follows: Lot 1 of 10A, Lot 1 of 12A and Lot 1 of 17A all in the. West Half of Block 1 and Lot 1 of 1A in the West Half of Block 10 all in Dubuque Harbor Company's Addition, in the City of Dubuque, Dubuque County, Iowa ; and Whereas, 40 Main, LLC has agreed to deliver the balance of the Purchase Price to City.and :has performed .all of the other conditions of the Real Estate Contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Mayor is authorized and directed to sign the attached Quit Claim Deed. Section 2. Upon receipt of payment of the balance of the Purchase Price, the City Attorney is authorized and directed to deliver the Quit Claim Deed to 40 Main, LLC. Passed, approved and adopted this 21 st day of December, 2020. / . ,� S, A"l Roy D. Buol, Mayor Attest: Adrienne Breitfelder, City Clerk 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. 379-20 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 December, 2020. �WA Adrienne N. Breitfelde , City Clerk 00 F �` Ua yam; *` • i Number: 202000020529 Recorded: 12123/2020 at 12:47:52.0 PM County Recording Fee: $17.00 Iowa E-Filling Fee: $3.00 Combined Fee: $20.00 Revenue Tax: $0.00 JOHN MURPHY RECORDER Dubuque County, Iowa Prepared by: Barry A. Undahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001563 683-4113 Return to., Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001563 583-4113 Tax statement to: 40 Main, LLC Attn: Chris Miller 3211 North Cedar Court Dubuque, IA 52003 QUIT CLAIM DEED For the consideration of One Dollar and other valuable consideration, the City of Dubuque, Iowa does hereby Quit Claim to 40 Main, LLC, all its right, title, interest, estate, claim and demand in the following described real estate in Dubuque County, Iowa: Lot 1 of I OA, Lot 1 of 12A and Lot I of I 7A all In the West Half of Block 1 and Lot I of 1A in the West Half of Block 10 all in Dubuque Harbor Company's Addition, in the City of Dubuque, Dubuque County, Iowa Exempt: Iowa Code § 428A.2(6) Deed in which a political subdivision of the state of Iowa is the grantor Dated: N ce- rn 6er 21 2020 CITY OF DUBUQUE* IOWA RIM A Adrienne Breitfelder, City tierk 112320bal STATE OF IOWA, DUBUQUE COUNTY, ss: On this 1-15Fday of —1- 2020, before me a Notary Public in and for said County and said State, personally appeared Roy D. Buol and Adrienne Breitfelder 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; that said instrument was signed on behalf of said City of Dubuque by authority of Resolution No. 37 9 -20 and that the said Roy D. Buol and Adrienne Breitfelder as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said municipal corporation, by it and by them voluntarily executed. JEAN M. NOEL K ComollssiranPdurnb.r.74§7g3 sa 'My Comm. Cap. ✓ � 2 � Notary public 2 Prepared by Barry A. Lindal, Esq. 300 Main St., Ste. 330, Dubuque IA 52001-6944, (563) 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131h St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION 380-20 APPROVING A SUBORDINATION OF MORTGAGE SUBORDINATING A SECOND MORTGAGE AND SECURITY AGREEMENT, GRANTED BY CITY TO 40 MAIN, LLC, TO A MORTGAGE GRANTED BY 40 MAIN, LLC TO MIDWESTONE BANK Whereas, the City of Dubuque, Iowa (City) and 40 Main, LLC entered into a Development Agreement (the Agreement) dated the 15th day of January, 2009, as amended; and Whereas, pursuant to the Agreement, City granted a Second Mortgage and Security Agreement to 40 Main, LLC, recorded as Instrument No. 2009-1656; and Whereas, 40 Main, LLC has requested that City subordinate its Second Mortgage and Security Agreement to a mortgage granted by 40 Main, LLC to MidWestOne Bank (the MidWestOne Bank Mortgage), in the form attached hereto, pursuant to the Subordination of Mortgage in the form attached hereto; and Whereas, the City Council finds that it is in the interests of the City of Dubuque to approve the Subordination of Mortgage. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Subordination of Mortgage in the form attached hereto is hereby approved. Section 2. The Mayor is authorized and directed to execute the Subordination of Mortgage in the form attached hereto on behalf of the City of Dubuque. Passed, approved and adopted this 21 st day of December, 2020. �11 Attest: a&2� A AA"2 Adrienne Breitfelder, City blerk Roy D. Buol, Mayor Doc ID: 010648370007 Type: GEN Kind: RESOLUTION Recorded: 12/28/2020 at 03:52:58 PM Fee Amt: $37.00 Page 1 of 7 Dubuque County Iowa John Murphy Recorder File2020 0002O725 RECORDER'S COVER SHEET CITY OF DUBUQUE RESOLUTION NO. 380-20 Preparer Information: City of Dubuque, Iowa, 1300 Main Street, Dubuque, Iowa 52001 Phone: (563) 583-4113 Taxpayer Information: City of Dubuque, Iowa, 50 West 13th Street, Dubuque, IA 52001 Return Document To: Adrienne N. Breitfelder, City of Dubuque City Clerk, 50 West 13th Street, Dubuque, IA 52001 Legal Description: Lots 16 and 17 in the Subdivision of the west half of Block 1, in Dubuque Harbor Company's Addition, in the City of Dubuque, Iowa, according to the recorded plat thereof Grantors: The City of Dubuque, Iowa Grantees: 40 Main, LLC and MidwestOne Bank Prepared by Barry A. Lindal, Egg, 300 Main St., Ste. 330 Dubuque IA 52001-6944 (563) 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION 380-20 APPROVING A SUBORDINATION OF MORTGAGE SUBORDINATING A SECOND MORTGAGE AND SECURITY AGREEMENT, GRANTED BY CITY TO 40 MAIN, LLC, TO A MORTGAGE GRANTED BY 40 MAIN, LLC TO MIDWESTONE BANK Whereas, the City of Dubuque, Iowa (City) and 40 Main, LLC entered into a Development Agreement (the Agreement) dated the 15th day of January, 2009, as amended; and Whereas, pursuant to the Agreement, City, granted a Second Mortgage and Security Agreement to 40 Main, LLC, recorded as Instrument No. 2009-1656; and Whereas, 40 Main, LLC has requested that City subordinate its Second Mortgage and Security Agreement to a mortgage granted by 40 Main, LLC to MidWestOne Bank (the MidWestOne. Bank. Mortgage), in the form attached hereto, pursuant to the Subordination of Mortgage in the form attached hereto; and Whereas, the City Council finds that it is in the interests of the City of Dubuque to approve the Subordination of Mortgage. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The Subordination of Mortgage in the form attached hereto is hereby approved. Section 2. The Mayor is authorized and directed to execute the Subordination of Mortgage in the form attached hereto on behalf of the City of Dubuque. Passed, approved and adopted this 21 It day of December, 2020. �1 Attest: a4�� A Adrienne Breitfelder, City berk Roy D. Buol, Mayor 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. 380-20 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 December, 2020. Adrienne N: Breitfelder, City Clerk 4 Number: 202000020530 Recorded- 12/23/2020 at 12:47:55.0 PM County Recording Fee: $22.00 Iowa E-Filing Fee: $3.00 Combined Fee: $25.00 Revenue Tax. JOHN MURPHY RECORDER Dubuque County, Iowa Prepared By: KAITLAN LARSON, MIdWestOne Bank, 895 Main St., Dubuque, IA 62004-0938, (563) 582-1841 RECORDATION REQUESTED BY: MidWestOne Bank, Dubuque- Main Street, 895 Main St., PO Box 938, Dubuque, [A 52004-0938 WHEN RECORDED MAIL TO: M!dWestOne Bank, Dubuque - Main Street, $95 Main St., PO Box 938, Dubuque, IA 52004-0938 NOTICE: THIS SUBORDINATION OF MORTGAGE RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. SUBORDINATION OF MORTGAGE The names of all Grantors (sometimes "Borrower') can be found on page I of this Subordination. The names of all Grantees (sometimes "Lender") can be found on page I of this Subordination. The property address can be found on page 2 of this Subordination. The legal description can be found on page 2 of this Subordination. The related document or instrument number can be found on page 2 of this Subordination. THIS SUBORDINATION OF MORTGAGE dated December 22, 2020, is made and executed among 40 MAIN, L.L.C. ("Borrower"); CITY OF DUBUQUE, IOWA ("Mortgagee"); and MIdWestOne Bank ("Lender"). SUBORDINATED INDEBTEDNESS. Mortgagee has extended the following described financial accommodations, secured by the Real Property (the "Subordinated Indebtedness"): ANY AND ALL INDEBTEDNESS AS DESCRIBED IN THE SECOND MORTGAGE AND SECURITY AGREEMENT DATED AUGUST 7, 2009. SUBORDINATED MORTGAGE. The Subordinated Indebtedness is or will be secured by the Real Property and evidenced by a mortgage dated August 7, 2009 from 40 MAIN, L.L.C. ("Mortgagor") to CITY OF DUBUQUE, IOWA ("Mortgagee") (the "Subordinated Mortgage') and recorded in DUBUQUE County, State of Iowa as follows: THIS SECOND MORTGAGE AND SECURITY AGREEMENT WAS FILED FOR RECORD ON AUGUST 25, 2009, AS DOCUMENT NUMBER 2009-00016569 IN THE OFFICE OF THE DUBUQUE COUNTY RECORDER. REAL PROPERTY DESCRIPTION. The Subordinated Mortgage covers the following described real property (the "Real Property") located in DUBUQUE County, State of Iowa: TRACT[; LOTS 16 AND 17 IN THE SUBDIVISION OF THE WEST HALF OF BLOCK 1, IN DUBUQUE HARBOR COMPANY'S ADDITION, IN THE CITY OF DUBUQUE, IOWA, ACCORDING TO THE RECORDED PLATS THEREOF, AND The Real Property or its address is commonly known as 40 MAIN ST, DUBUQUE, 1A 62001, SUPERIOR INDEBTEDNESS. Lender has extended or has agreed to extend the following described financial accommodations to Borrower, secured by the Real Property (the "Superior Indebtedness"): PROMISSORY NOTE DATED DECEMBER 22, 2020 IN THE ORIGINAL AMOUNT OF $4,066,502.27. LENDER'S LIEN. The Superior Indebtedness is or will be secure`- y the Real Property and evidenced by a mortgage, dated December 22, 2020, from Borrower to Lender (thp, "Lenders Lien") and recorded in DUBUQUE County, State of Iowa as follows: MORTGAGE DATED DECEMBER 22, 2020, FILED FOR RECORD ON DECEMBER 21, 2020, AS DOCUMENT NUMBER 202000020388 IN THE OFFICE OF THE DUBUQUE COUNTY RECORDER. As a condition to the granting of the requested financial accommodations, Lender has required that the Lender's Lien be and remain superior to the Subordinated Mortgage. REQUESTED FINANCIAL ACCOMMODATIONS. Mortgagor, who may or may not be the same person or entity as Borrower, and Mortgagee each want Lender to provide financial accommodations to Borrower in the form of the Superior Indebtedness. Mortgagor and Mortgagee each represent and acknowledge to Lender that Mortgagee will benefit as a result of these financial accommodations from Lender to Borrower, and Mortgagee acknowledges receipt of valuable consideration for entering into this Subordination. NOW THEREFORE THE PARTIES TO THIS SUBORDINATION HEREBY AGREE AS FOLLOWS: SUBORDINATION. The Subordinated Mortgage and the Subordinated Indebtedness secured by the Subordinated Mortgage is and shall be subordinated in all respects to Lender's Lien and the Superior Indebtedness, and it is agreed that Lender's Lien shall be and remain, at all times, prior and superior to the lien of the Subordinated Mortgage. The words "Security Interest" mean and include without limitation any type of collateral security, whether in the form of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. MORTGAGEE'S REPRESENTATIONS AND WARRANTIES. Mortgagee represents and warrants to Lender that: (A) no representations or agreements of any kind have been made to Mortgagee which would limit or qualify in any way the terms of this Subordination; (B) this Subordination is executed at Borrower's request and not at the request of Lender; (C) Lender has made no representation to Mortgagee as to the creditworthiness of Borrower; and (D) Mortgagee has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Mortgagee agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Mortgagee's risks under this Subordination, and Mortgagee further agrees that Lender shall have no obligation to disclose to Mortgagee information or material acquired by Lender in the course of its relationship with Mortgagee. MORTGAGEE WAIVERS. Mortgagee waives any right to require Lender: (A) to make, extend, renew, or modify any loan to Borrower or to grant any other financial accommodations to Borrower whatsoever; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of any Superior Indebtedness secured by Lender's Lien, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Superior Indebtedness, or in connection with the creation of new or additional indebtedness; (C) to resort for payment or to proceed directly or at once against any person, including Borrower; (D) to pursue any other remedy within Lender's power; or (E) to commit any act or omission of any kind, at any time, with respect to any matter whatsoever. LENDER'S RIGHTS. Lender may take or omit any and all actions with respect to Lender's Lien without affecting whatsoever any of Lender's rights under this Subordination. In particular, without limitation, Lender may, without notice of any kind to Mortgagee, (A) make one or more additional secured or unsecured loans to Borrower; (B) repeatedly alter, compromise, renew, extend, accelerate, or otherwise change the time for payment or other terms of the Superior Indebtedness or any part of it, including increases and decreases of the rate of interest on the Superior Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) take and hold collateral for the payment of the Superior Indebtedness; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or guarantors on any terms or manner Lender chooses; (E) determine how, when and what application of payments and credits, shall be made on the Superior Indebtedness; and (F) apply such security and direct the order or manner of sale of the security, as Lender in its discretion may determine; and (G) transfer this Subordination to another party. DEFAULT BY BORROWER. If Borrower becomes insolvent or bankrupt, this Subordination shall remain in full force and effect. Any default by Borrower under the terms of the Subordinated Indebtedness also shall constitute an event of default under the terms of the Superior Indebtedness in favor of Lender. NO OPEN-ENDED FEATURES AND NO FUTURE ADVANCES. Lender may not make future advances under the Mortgage except expenditures to collect the amounts due on Promissory Note #7600059983 dated December 22, 2020 maintain collateral and protect Lender's lien position on Promissory Note #7600059983. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions area part of this Subordination: Amendments. This Subordination constitutes the entire understanding and agreement of the parties as to the matters set forth in this Subordination. No alteration of or amendment to this Subordination shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Subordination, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Mortgagee also will pay any court costs, in addition to all other sums provided by law. Authority. The person who signs this Subordination as or on behalf of Mortgagee represents and warrants that he or she has authority to execute this Subordination and to subordinate the Subordinated Indebtedness and the Mortgagee's security interests in Mortgagee's property, if any. Caption Headings. Caption headings in this Subordination are for convenience purposes only and are not to be used to interpret or define the provisions of this Subordination. Governing Law. This Subordination will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Iowa without regard to its conflicts of law provisions. This Subordination has been accepted by Lender in the State of Iowa. Successors. This Subordination shall extend to and bind the respective heirs, personal representatives, successors and assigns of the parties to this Subordination, and the covenants of Mortgagee herein in favor of Lender shall extend to, include, and be enforceable by any transferee or endorsee to whom Lender may transfer any or all of the Superior Indebtedness, No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Subordination unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Subordination shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Subordination. No prior waiver by Lender, nor any course of dealing between Lender and Mortgagee, shall constitute a waiver of any of Lender's rights or of any of Mortgagee's obligations as to any future transactions. Whenever the consent of Lender is required under this Subordination, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Waive Jury. All parties to this Subordination hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. EACH PARTY TO THIS SUBORDINATION ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS SUBORDINATION, AND EACH PARTY AGREES TO ITS TERMS. THIS SUBORDINATION IS DATED DECEMBER 22, 2020. MORTGAGEE ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS SUBORDINATION OF MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: 40 MAIN, L.L.C. By: Z��& Christopher A. Miller, Manager o A44,l -.L.C. MORTGAGEE: X 41E, CITY IOWA, Individually LENDER: MIDWESTONE BANK X /oo_�� f9, 17% d/ J hl� i A/J P i Victoria J. Richt&girst lice President & Senior Commercial Banker LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF )SS COUNTY OF This record was acknowledged before me on 1&&67 C57/ 2Q::Z by Christopher A. Miller, Manager of 40 MAIN, L.L.C., GO r a�P+ a09�TiRrfiA J. �i6 NYEti Notary Public in ` 4d for he State of Gammissian MrnDer id279 My Comm. Exp.S My commission expires Ors -f�l`a��3 p INDIVIDUAL ACKNOWLEDGMENT STATE OF -" ! n— ) ) SS COUNTY OF This record was acknowledged before me on 2-1 20 2-0 by CITY OF DUBUQUE, IOWA. P °`rf lEAN R9 NOEL N tary ublic in and for the State fs=� � WA--- Comm sslon MVr} 74 798 a My Comm. Eq ✓ '� My commission expires - o LENDER ACKNOWLEDGMENT STATE OF -I QWC, ) )SS COUNTY OF This record was acknowledged before me on 20 a''� 0 by Victoria J. Richter as First Vice President . §Igpior Commercial Banker of MidWestOne Bank. LA 0. �• ��• .,�= Notary Public in and for the State of a ow�i o " ZOwa N: = My commission expires 7ARIA�-5 LaserPro, Ver. 20.2.20.003 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - IA C:\LaserPro\CFI\LPL\G211.FC TR-81497 PR-6 (M) SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND 210 JONES, LLC This Second Amendment to Development Agreement, dated for reference purposes the dj`� day of bece rn b e r, 2020, is made an entered into by and between the City of Dubuque, Iowa City) and 210 Jones, LLC (Developer). WHEREAS, City and Developer entered into a Development Agreement dated June 19, 2017), as amended; and WHEREAS, the Development Agreement provides for the construction of parking lot improvements; and WHEREAS, City and Developer desire to further amend the Development Agreement as set forth herein. NOW THEREFORE, in consideration of the mutual terms and covenants contained herein, City and Developer agree as follows: 1. Section 2.2(1)(a) of the Development Agreement is amended to read as follows: 2.2 Parking Lot. (1) Construction of Improvements. (a) Developer shall not later than May 2, 2021 commence construction of a twelve -stall public parking lot (the Parking Lot) as shown on Exhibit E, including all pavement markings, signage, and associated landscaping, lighting, and irrigation, which shall be subject to review and approval at the City's sole discretion (the Parking Improvements). Developer hereby agrees that construction of the Parking Improvements September 1, 2021. 2. All other terms and conditions of the Development Agreement shall remain in full force and effect. 112320bal Ply �.` 0 Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Tax statement to: 40 Main, LLC Attn: Chris Miller 3211 North Cedar Court Dubuque, IA 52003 QUIT CLAIM DEED For the consideration of One Dollar and other valuable consideration, the City of Dubuque, Iowa does hereby Quit Claim to 40 Main, LLC, all its right, title, interest, estate, claim and demand in the following described real estate in Dubuque County, Iowa: Lot 1 of 10A, Lot 1 of 12A and Lot 1 of 17A all in the West Half of Block 1 and Lot 1 of 1A in the West Half of Block 10 all in Dubuque Harbor Company's Addition, in the City of Dubuque, Dubuque County, Iowa Exempt: Iowa Code § 426A.2(6) Deed in which a political subdivision of the state of Iowa is the grantor Dated: beCe fn ber 2 I , 2020 CITY OF DUBUQUE, IOWA 'I / Y, le—e—1 Roy D. B I, Mayor Attest: d !• &4U4 , .alA��Z Adrienne Breitfelder, City berk 112320bal STATE OF IOWA, DUBUQUE COUNTY, ss: On this 1- l 5'Lday of 2020, before me a Notary Public in and for said County and said State, personally appeared Roy D. Buol and Adrienne Breitfelder 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; that said instrument was signed on behalf of said City of Dubuque by authority of Resolution No. 379 -20 and that the said Roy D. Buol and Adrienne Breitfelder as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said municipal corporation, by it and by them voluntarily executed. ©P IA! JEAN M. NOEL r CmmMISsIOn Num' 74§793 , �a Ply Comm. Eq. ✓� ' ) � � C � Notary public 2 21st FOR RECORDER'S USE ONLY Prepared By: KAITLAN LARSON, MidWestOne Bank, 895 Main St., Dubuque, IA 52004-0938, (563) 582-1841 RECORDATION REQUESTED BY: MidWestOne Bank, Dubuque - Main Street, 895 Main St., PO Box 938, Dubuque, IA 52004-0938 WHEN RECORDED MAIL TO: MidWestOne Bank, Dubuque - Main Street, 895 Main St., PO Box 938, Dubuque, IA 52004-0938 NOTICE: THIS SUBORDINATION OF MORTGAGE RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. SUBORDINATION OF MORTGAGE The names of all Grantors (sometimes "Borrower") can be found on page 1 of this Subordination. The names of all Grantees (sometimes "Lender") can be found on page 1 of this Subordination. The property address can be found on page 2 of this Subordination. The legal description can be found on page 2 of this Subordination. The related document or instrument number can be found on page 2 of this Subordination. THIS SUBORDINATION OF MORTGAGE dated [XX/XX/XXXX], is made and executed among 40 MAIN, L.L.C. ("Borrower"); CITY OF DUBUQUE, IOWA("Mortgagee"); and MidWestOne Bank("Lender"). SUBORDINATED INDEBTEDNESS. Mortgagee has extended the following described financial accommodations, secured by the Real Property (the "Subordinated Indebtedness"): ANY AND ALL INDEBTEDNESS AS DESCRIBED IN THE SECOND MORTGAGE AND SECURITY AGREEMENT DATED AUGUST 7, 2009. SUBORDINATED MORTGAGE. The Subordinated Indebtedness is or will be secured by the Real Property and evidenced by a mortgage dated August 7, 2009 from 40 MAIN, L.L.C. ("Mortgagor") to CITY OF DUBUQUE, IOWA("Mortgagee") (the "Subordinated Mortgage") and recorded in DUBUQUE County, State of lowa as follows: THIS SECOND MORTGAGE AND SECURITY AGREEMENT WAS FILED FOR RECORD ON AUGUST 25, 2009, AS DOCUMENT NUMBER 2009-00016569 IN THE OFFICE OF THE DUBUQUE COUNTY 1 RECORDER. REAL PROPERTY DESCRIPTION. The Subordinated Mortgage covers the following described real property (the "Real Property") located in DUBUQUE County, State of lowa: TRACTI: LOTS 16 AND 17 IN THE SUBDIVISION OF THE WEST HALF OF BLOCK 1, IN DUBUQUE HARBOR COMPANY'S ADDITION, IN THE CITY OF DUBUQUE, IOWA, ACCORDING TO THE RECORDED PLATS THEREOF, AND The Real Property or its address is commonly known as 40 MAIN ST, DUBUQUE, IA 52001. SUPERIOR INDEBTEDNESS. Lender has extended or has agreed to extend the following described financial accommodations to Borrower, secured by the Real Property(the "Superior Indebtedness"): PROMISSORY NOTE DATED [XX/XX/XXXX] IN THE ORIGINAL AMOUNT OF 4,071,622.05. LENDER'S LIEN. The Superior Indebtedness is or will be secured by the Real Property and evidenced by a mortgage, dated March 18, 2020, from Borrower to Lender (the "Lender's Lien") and recorded in DUBUQUE County, State of lowa as follows: MORTGAGE DATED [xx/xx/xxxx], FILED FOR RECORD ON [xx/xx/xxxx], AS DOCUMENT NUMBER [#] IN THE OFFICE OF THE DUBUQUE COUNTY RECORDER. As a condition to the granting of the requested financial accommodations, Lender has required that the Lender's Lien be and remain superior to the Subordinated Mortgage. REQUESTED FINANCIAL ACCOMMODATIONS. Mortgagor, who may or may not be the same person or entity as Borrower, and Mortgagee each want Lender to provide financial accommodations to Borrower in the form of the Superior Indebtedness. Mortgagor and Mortgagee each represent and acknowledge to Lender that Mortgagee will benefit as a result of these financial accommodations from Lender to Borrower, and Mortgagee acknowledges receipt of valuable consideration for entering into this Subordination. NOW THEREFORE THE PARTIES TO THIS SUBORDINATION HEREBY AGREE AS FOLLOWS: SUBORDINATION. The Subordinated Mortgage and the Subordinated Indebtedness secured by the Subordinated Mortgage is and shall be subordinated in all respects to Lender's Lien and the Superior Indebtedness, and it is agreed that Lender's Lien shall be and remain, at all times, prior and superior to the lien of the Subordinated Mortgage. The words "Security InteresY' mean and include without limitation any type of collateral security, whether in the form of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. MORTGAGEE'S REPRESENTATIONS AND WARRANTIES. Mortgagee represents and warrants to Lender that: (A) no representations or agreements of any kind have been made to Mortgagee which would limit or qualify in any way the terms of this Subordination; (B) this Subordination is executed at Borrower's request and not at the request of Lender; (C) Lender has made no representation to Mortgagee as to the creditworthiness of Borrower; and (D) Mortgagee has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Mortgagee agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Mortgagee's risks under this Subordination, and Mortgagee further agrees that Lender shall have no obligation to disclose to Mortgagee information or material acquired by Lender in the course of its relationship with Mortgagee. MORTGAGEE WAIVERS. Mortgagee waives any right to require Lender: (A) to make, extend, renew, or modify any loan to Borrower or to grant any other financial accommodations to Borrower whatsoever; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of any Superior Indebtedness secured by Lender's Lien, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Superior Indebtedness, or in 2 connection with the creation of new or additional indebtedness; (C) to resort for payment or to proceed directly or at once against any person, including Borrower; (D) to pursue any other remedy within Lender's power; or (E) to commit any act or omission of any kind, at any time, with respect to any matter whatsoever. LENDER'S RIGHTS. Lender may take or omit any and all actions with respect to Lender's Lien without affecting whatsoever any of Lender's rights under this Subordination. In particular, without limitation, Lender may, without notice of any kind to Mortgagee, (A) make one or more additional secured or unsecured loans to Borrower (B) take and hold collateral for the payment of the Superior Indebtedness; (C) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or guarantors on any terms or manner Lender chooses; (D) determine how, when and what application of payments and credits, shall be made on the Superior Indebtedness; and (E) apply such security and direct the order or manner of sale of the security, as Lender in its discretion may determine. DEFAULT BY BORROWER. If Borrower becomes insolvent or bankrupt, this Subordination shall remain in full force and effect. Any default by Borrower under the terms of the Subordinated Indebtedness also shall constitute an event of default under the terms of the Superior Indebtedness in favor of Lender. NO OPEN-ENDED FEATURES AND NO FUTURE ADVANCES. Lender may not make future advances under the Mortgage except expenditures to collect the amounts due on Promissory Note #XXXXX dated [xx/xx/xxxx], maintain collateral and protect Lender's lien position on Promissory Note#XXXXX. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Subordination: Amendments. This Subordination constitutes the entire understanding and agreement of the parties as to the matters set forth in this Subordination. No alteration of or amendment to this Subordination shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Subordination, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Mortgagee also will pay any court costs, in addition to all other sums provided by law. Authority. The person who signs this Subordination as or on behalf of Mortgagee represents and warrants that he or she has authority to execute this Subordination and to subordinate the Subordinated Indebtedness and the Mortgagee's security interests in Mortgagee's property, if any. Caption Headings. Caption headings in this Subordination are for convenience purposes only and are not to be used to interpret or define the provisions of this Subordination. Governing Law. This Subordination will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of lowa without regard to its conflicts of law provisions. This Subordination has been accepted by Lender in the State of lowa. Successors. This Subordination shall extend to and bind the respective heirs, personal representatives, successors and assigns of the parties to this Subordination, and the covenants of Mortgagee herein in favor of Lender shall extend to, include, and be enforceable by any transferee or endorsee to whom Lender may transfer any or all of the Superior Indebtedness. 3 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Subordination unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Subordination shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Subordination. No prior waiver by Lender, nor any course of dealing between Lender and Mortgagee, shall constitute a waiver of any of Lender's rights or of any of Mortgagee's obligations as to any future transactions. Whenever the consent of Lender is required under this Subordination, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Limitation on Modifications. Lender shall not without notification to Mortgagee shorten the maturity of the Loan, increase the non-default interest rate, or otherwise modify the payment terms in any manner which may have a material adverse impact on Mortgagee. EACH PARTY TO THIS SUBORDINATION ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS SUBORDINATION, AND EACH PARTY AGREES TO ITS TERMS. THIS SUBORDINATION IS DATED [XX/XX/XXXX]. MORTGAGEE ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS SUBORDINATION OF MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. 4 extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Mortgagee also will pay any court costs, in addition to all other sums provided by law. Authority. The person who signs this Subordination as or on behalf of Mortgagee represents and warrants that he or she has authority to execute this Subordination and to subordinate the Subordinated Indebtedness and the Mortgagee's security interests in Mortgagee's property, if any. Caption Headings. Caption headings in this Subordination are for convenience purposes only and are not to be used to interpret or define the provisions of this Subordination. Governing Law. This Subordination will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Iowa without regard to its conflicts of law provisions. This Subordination has been accepted by Lender in the State of Iowa. Successors. This Subordination shall extend to and bind the respective heirs, personal representatives, successors and assigns of the parties to this Subordination, and the covenants of Mortgagee herein in favor of Lender shall extend to, include, and be enforceable by any transferee or endorsee to whom Lender may transfer any or all of the Superior Indebtedness. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Subordination unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Subordination shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Subordination. No prior waiver by Lender, nor any course of dealing between Lender and Mortgagee, shall constitute a waiver of any of Lender's rights or of any of Mortgagee's obligations as to any future transactions. Whenever the consent of Lender is required under this Subordination, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Waive Jury. All parties to this Subordination hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. EACH PARTY TO THIS SUBORDINATION ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS SUBORDINATION, AND EACH PARTY AGREES TO ITS TERMS. THIS SUBORDINATION IS DATED DECEMBER 22, 2020. MORTGAGEE ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS SUBORDINATION OF MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: 40 MAIN, L.L.C. By: &/—k Christopher A. Miller, Manager o C. MORTGAGEE: X "`< CITY OF D"160QUE, IOWA, Individually LENDER: MIDWESTONE BANK X C� Victoria J. Richte irst ice President & Senior Commercial Banker _LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF j ) SS COUNTY OF This record was acknowledged before me on �%�.1 did 2_ by Christopher A. Miller, Manaqer of 40 MAIN, L.L.C., Goenmission Number 142794 My Comm. EXP.� /1c73 Notary Public in 4dd for he State of My commission expires INDIVIDUAL ACKNOWLEDGMENT STATE OF u ) SS COUNTY OF �7� ) This record was acknowledged before me on Z� 20 �-� by CITY OF DUBUQUE, IOWA. • Commission NU 74 79� My Comm. Ezp. = STATE OF -- OWO, COUNTY OF z C�n—AAA N tary ublic in and for the State �'a--- My commission expires 1�7 LENDER ACKNOWLEDGMENT ) SS This record was acknowledged before me on 20 0? 0 by Victoria J. Richter as First Vice Presidentw for Commercial Banker of MidWestOne Bank. jN No. Notary Pub is in and for the State of `o�-PicA, My commission expires :o Z 11 I qua LaserPro, Ver. 20.2.20.003 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - IA C:\LaserPro\CFI\LPL\G211.FC TR-81497 PR-6 (M) FOR RECORDER'S USE ONLY Prepared By: JOEL BRUMM, LOAN PROCESSOR, MidWestOne Bank, 895 Main St., Dubuque , IA 52004-0938, (663) 682-1841 ADDRESS TAX STATEMENT: 40 MAIN, L.L.C.; CHATHAM BAY 4001 KENNETT PIKE SUITE 206; WILMINGTON, DE 19807 RECORDATION REQUESTED BY: MidWestOne Bank, Dubuque - Main Street, 895 Main St., PO Box 938, Dubuque , IA 52004-0938 WHEN RECORDED MAIL TO: MIdWestOne Bank, Dubuque - Main Street, 895 Main St., PO Box 938, Dubuque , IA 52004-0938 MORTGAGE NOTICE: This Mortgage secures credit in the amount of $4,066,502.27. Loans and advances up to this amount, together with interest, are senior to indebtedness to other creditors under subsequently recorded or filed mortgages and liens. The names of all Grantors (sometimes "Grantor's can be found on page 1 of this Mortgage. The names of all Grantees (sometimes "Lender") can be found on page 1 of this Mortgage: The property address can be found on page 1 of this Mortgage. The legal description can be found on page 1 of this Mortgage. THIS MORTGAGE dated December 22, 2020, is made and executed between 40 MAIN, L.L.C.; AN IOWA LIMITED LIABILITY COMPANY (referred to below as "Grantor") and MidWestOne Bank, whose address is 895 Main St., PO Box 938, Dubuque , IA 52004-0938 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages and conveys to Lender and grants to Lender a security interest in all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; rents and profits; all easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in DUBUQUE County, State of Iowa: LOTS 16 AND 17 IN THE SUBDIVISION OF THE WEST HALF OF BLOCK 1, IN DUBUQUE HARBOR COMPANY'S ADDITION, IN THE CITY OF DUBUQUE, IOWA, ACCORDING TO THE RECORD PLATE THEREOF,AND LOT 1 OF 10A, LOT 1 OF 12A AND LOT 1 OF 17A ALL IN THE WEST HALF OF BLOCK 1 AND LOT 1 OF 1A IN THE WEST HALF OF BLOCK 10 ALL IN DUBUQUE HARBOR COMPANY'S ADDITION, IN THE CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA AND LOT 12, LOT 13, LOT 14, AND LOT 15 OF THE WEST HALF OF BLOCK 1, DUBUQUE HARBOR COMPANY'S ADDITION TO THE CITY OF DUBUQUE, IOWA, ACCORDING TO THE RECORDED PLAT THEREOF, EXCEPT THAT PART OF LOT 12 DEEDED TO THE CITY OF DUBUQUE, IOWA, BY WARRANTY DEED RECORDED AS INSTRUMENT NO.: 5316-1988, SUBJECT TO EASEMENTS OF RECORD, The Real Property or its address is commonly known as 40-48 MAIN STREET, DUBUQUE, IA 52001. The Real Property tax identification number is 1025290028, 1025290029 8,1205290019. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a MORTGAGE (Continued) Page 2 Uniform Commercial Code security interest in the Personal Property and Rents. The lien on the rents granted in this Mortgage shall be effective from the date of the Mortgage and not just in the event of default. FUTURE ADVANCES. In addition to the Note, this Mortgage secures all future advances made by Lender to Grantor whether or not the advances are made pursuant to a commitment. Specifically, without limitation, this Mortgage secures, in addition to the amounts specified in the Note, all future amounts Lender in its discretion may loan to Grantor, together with all interest thereon; however, in no event shall such future advances (excluding interest) exceed in the aggregate $4,066,502.27. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: Grantor represents and warrants that: (1) There are not now and will not be any wells situated on the Property; (2) There are not now and will not be any solid waste disposal sites on the Property; (3) There are not now and there will not be any hazardous wastes on the Property; (4) There are not now and there will not be any underground storage tanks on the Property. Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters, and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. MORTGAGE (Continued) Page 3 Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property, whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor is a corporation, partnership or limited liability company, transfer also includes any restructuring of the legal entity (whether by merger, division or otherwise) or any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Iowa law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, matenalmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with MORTGAGE (Continued) Page 4 standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten (10) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain flood insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Flood insurance may be purchased under the National Flood Insurance Program, from private insurers providing "private flood insurance" as defined by applicable federal flood insurance statutes and regulations, or from another flood insurance provider that is both acceptable to Lender in its sole discretion and permitted by applicable federal flood insurance statutes and regulations. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor MORTGAGE (Continued) Page 5 of, and accepted by, Lender in connection with this Mortgage, (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender, and (c) the liens granted hereby are not the type of lien referred to in Chapter 575 of the Iowa Code Supplement, as now enacted or hereafter modified, amended or replaced. Grantor, for itself and all persons claiming by, through or under Grantor, agrees that it claims no lien or right to a lien of the type contemplated by Chapter 575 or any other chapter of the Code of Iowa and further waives all notices and rights pursuant to said law with respect to the liens hereby granted, and represents and warrants that it is the sole party entitled to do so and agrees to indemnify, defend, and hold harmless Lender from any loss, damage, and costs, including reasonable attorneys' fees, threatened or suffered by Lender arising either directly or indirectly as a result of any claim of the applicability of said law to the liens hereby granted. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lenders own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage, (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note, and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the MORTGAGE (Continued) Page 6 Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to the Personal Property and for this purpose, the name and address of the debtor is the name and address of Grantor as set forth on the first page of this Mortgage and the name and address of the secured party is the name and address of Lender as set forth on the first page of this Mortgage. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Mortgage. FURTHER ASSURANCES; ATTORNEY -IN -FACT. The following provisions relating to further assurances and attorney -in -fact are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and the Related Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney -in -Fact If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney -in -fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Grantor pays all the Indebtedness, including without limitation all future advances, when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security MORTGAGE (Continued) Page 7 interest or lien) at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bondfor the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written notice to Grantor demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option, after giving all required notices of default and after passage of any grace period, to declare the entire Indebtedness immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice, except as may be expressly required by applicable law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney -in -fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. MORTGAGE (Continued) Page S Nonjudicial Foreclosure. Lender may exercise the right to non judicial foreclosure pursuant to Iowa Code Section 654.18 and Chapter 655A as now enacted or hereafter modified, amended or replaced. Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. This paragraph is subject to any rights of Grantor, under Iowa law, to remain in possession of the Property during a redemption period. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Shortened Redemption. Grantor hereby agrees that, in the event of foreclosure of this Mortgage, Lender may, at Lender's sole option, elect to reduce the period of redemption pursuant to Iowa Code Sections 62826, 628.27, or 628.28, or any other Iowa Code Section, to such time as may be then applicable and provided by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co -maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law._ Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Any notice required to be given under this Mortgage, including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the parry's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MORTGAGE (Continued) Page s MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Iowa without regard to its conflicts of law provisions. This Mortgage has been accepted by Lender in the State of Iowa. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Mortgage Waive Jury. All parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property, that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means 40 MAIN, L.L.C. and includes all co-signers and co -makers signing the Note and all their successors and assigns. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local MORTGAGE (Continued) Page 10 statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word "Grantor" means 40 MAIN, L.L.C.. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. Specifically, without limitation, Indebtedness includes the future advances set forth in the Future Advances provision of this Mortgage, together with all interest thereon. Lender. The word "Lender" means MidWestOne Bank, its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated December 22, 2020, in the original principal amount of $4,066,502.27 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of this Mortgage is JANUARY 22, 2041. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property, together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. MORTGAGE (Continued) Page 11 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: 40 MAIN, L.L. By: CHRIS OPHER A MILLER, Manager of 40 MAIN, L.L.C. NOTICE OF WAIVER OF HOMESTEAD EXEMPTION GRANTOR UNDERSTANDS THAT HOMESTEAD PROPERTY IS IN MANY CASES PROTECTED FROM THE CLAIMS OF CREDITORS AND EXEMPT FROM JUDICIAL SALE, AND THAT BY SIGNING THIS MORTGAGE, GRANTOR VOLUNTARILY GIVES UP GRANTOR'S RIGHT TO THIS PROTECTION FOR THIS MORTGAGED PROPERTY WITH RESPECT TO CLAIMS BASED UPON THIS MORTGAGE. DATED DECEMBER 22, 2020. GRANTOR: 40 MAIN, By: CHRISTOPHER A MILLER, f 40 MAIN, L.L.C. LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF ) SS COUNTY OF This record was acknowledged before me on GL� ` l 20_ by CHRISTOPHER A MILLER, Manager of 40 MAIN, L.L.C.. zl�la AAVICL. RICHITER Notary Public in � d fo the State of 0gMumbs T4 79¢"herMy commission expires LaserPro, Ver. 20.4.0.038 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - IA C:1LaserPro\CFI1LPLIG03.FC TR-92400 PR-6 STATE OF IOWA SS: DUBUQUE COUNTY CERTIFICATE OF PUBLICATION I, Kathy Goetzinger, 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: 12/11/2020 and for which the charge is 28.30 Subscribed to before me, a Notary Public i� and for Dubuque County, Iowa, this llth day of December, 2020 `____) L-A�- ,S2� i< , Nota blic in and for Dubuque C unty, Iowa. r = Commission Hum, ber 199869 y Comm, Up, DEC 11, 2022 Ad text : CITY OF DUBUQUE, IOWA OFFICIAL NOTICE PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will hold a public hearing on the 21st day of December, 2020, at 6:30 p.m. Due to the ongoing COVID-19 pandemic, the City Council will meet virtually through GoToMeeting. The official agenda will be posted on Friday, December 18, 2020 and will contain listening, viewing, and public input options. The City Council agenda can be accessed at https://cityofdubuque.novusagenda.com/AgendaPublic/ or by contacting the City Clerk's Office at 563-589-4100, etyclerk@cityofdubuque.org. At said meeting the City Council proposes to take action on the approval of a Subordination Agreement, subordinating a Second Mortgage and Security Agreement, granted by City to 40 Main, LLC, to Midwest One. Copies of supporting documents for the public hearing are on file in the City Clerk's Office, City Hall, 50 W. 13th St., Dubuque, Iowa, and may be viewed during normal working hours. Agendas can be accessed at https://www.cityofdubuque.org/Agendas. Written comments regarding the above public hearing should be submitted to the City Clerk's Office, 50 W. 13th St., Dubuque, IA 52001, ctyclerk@cityofdubuque.org, on or before said time of public hearing. At said time and place of public hearings all interested citizens and parties will be given an opportunity to be heard for or against said proposal. Individuals with limited English proficiency, vision, hearing or speech impairments or requiring special assistance should contact the City Clerk's Office at (563) 589-4100, TDD/TTY (563) 690-6678, ctyclerk@cityofdubuque.org as soon as feasible. Deaf or hard -of -hearing individuals can use Relay Iowa by dialing 711 or (800) 735-2942. Published by order of the City Council given on the 7th day of December 2020. Adrienne N. Breitfelder, City Clerk 1t 12/11 � � STATE OF IOWA S�: DUBUQUE COUNTY i I CERTIFICATE OF PUSLICATION � �i i; I, Kathy Goetzinger, a Billing Clerk for Woodward ; Communications, Inc., an Iowa corporation, publisher i. of the Telegraph Herald, a newspaper of general �� circulation published in the City of Dubuque, County �il� of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the �,1 following dates: �1 12/16/2020 �I I'� and for which the charge is 62.51 � li �'1 � �� ' Subscribed to before me, a Notary ublic in and for � Dubuque County, Iowa, i this 16th day oP December, 2020 `� i _ 1 '; � � Nota blic in and fox Dubuq e County, Iowa. � � � -u'-� JAI�EI'�:. P:�� I _��f= Co�mr�r�i,�sia�n F�urmb�er��9�859 ' `'��= MA�+�C�r,�m, �.rp, DEC 1 t,2��2�2 i �wr> il i il i 1 � � � �I� � R � � Ad text : CITY OF DUBUQUE, IOWA ,� OFFICIAL NOTICE � PUBLIC NOTICE is hereby given that the C'�tiy Council of the � City of Dubuque, Iowa, will hold a public heac%ng on the 21st � day of December, 2020, at 6:30 p.m. Due to�re ongoing { COVID-19 pandemic, the City Council will m,e�t virtually ;i through GoToMeeting. The official agenda w�1i}be posted on I' Friday, December 18, 2020 and wi11 contain li�stening, viewing, ; and public input options. The City Council ag�nda can be i� accessed at , https://cityofdubuque.novusagenda.com/AgendaPublic/or by 1 contacting the City Clerk's Office at 563-589-4100, ,; ctyclerk@cityofdubuque.org. ;� At said meeting the City Council proposes ta take action on ';j the approval of a Subordination Agreement, subordinating a I{ Second Mortgage and Security Agreement, gramted by City to 40 '�! Main, LLC, to Midwest One. ; Copies of supporting documents for the publa�hearing are on ! file in the City C1erk's Office, City Hall, 50�. 13th St., r Dubuque, Iowa, and may be viewed during naamal working hours. Agendas can be accessed at � https://www.cityofdubuque.org/Agendas. Written comments regarding the above public hearing should ;; be submitted to the City Clerk's Office, 50 W. 13th St., ',i Dubuque, IA 52001, ctyclerk@cityofdubuque.arg, on ar before ,; said time of public hearing. At said time and place of public '�� hearings all interested citizens and parties will be given an opportunity to be heard for or against said pro�osal. ! '� Individuals with limited English proficiency,vision, I hearing or speech impairments or requiring sp�cial assistance � she��?�?c�nta�r r�P r�,r� r1Prk�s Offiee»r \5�3��Ra_ainn� . i� TDD/TTY (563) 690-6678, ctyclerkQcityofd�sbuque.org as soon as ,�) feasible. Deaf or hard-of-hearing individuals c�n use I�elay !I� Iowa by dialing 711 or(800) 735-2942. ` ' Published by order of the City Council givem on the 7th day , E� of December 2020. il Adrienne N. Breitfelder, City Clerk ;; RESOLUTION li NO. 355-20 �� u SETTING A PUBLIC HEARING ON THE SUBORDINATION OF A MORTGAGE ' GRA-NTED BY THE CITY OF DUBUQUE TO 40 MAIN, LLC !j WHEREAS, the City of Dubuque (City) and�0 Main, LLC have �!II entered into a Development Agreement dated�he 15th day of li January, 2009, as amended; and �j WHEREAS, pursuant to the Development Agreement, 40 Main, LLC !� granted to City a Second Mortgage dated the 7th day of August, 2009, recorded August 25, 2009 as Instrument No. 2009-00016569 (the City Mortgage; and WHEREAS, 40 Main LLC, has requested that Ciry subordinate the City Mortgage to the mortgage granted by 40 Main, LLC to Midwest One Bank(the Midwest One Mortgage), pursuant to the Subardination Agreement in a form acceptable to the City , Attorney, on the following described real estate: Lots 16 and 17 in the Subdivision of the west half of Block 1, in Dubuque Harbor Companys Addition, in the City of � Dubuque, Iowa, according to the recorded plat thereof , ; and WHEREAS, the City Council finds that it is in the interests �� of the City of Dubuque to approve the Subordination Agreement � and that a public hearing should be set on the proposed � � a � � � Subordination Ag��ement NOW, THERE�ORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: ' Section 1."The�t is the intent of the City Council to � execute the Suborrlination Agreement with Midwest One Bank � regarding the above-referenced real estate. , Section 2."The City Clerk is hereby authorized and directed to cause this Resa�ution and a notice to be published as prescribed by Iovva Code Section 364.7 of a public hearing on � the Citys intent ta dispose of an interest in the ` foregoing-describ�d Property, to be held on the 21 st day of i December, 2020�t.6:30 p.m. i Section 3."Due to the ongoing COVID-19 pandemic, the City `i Council will meet virtually through GoToMeeting. The official agenda will be pasted on Friday, December 18, 2020 and will contain location,�istening, viewing, and public input 'i options. The City Council agenda can be accessed at �� https://cityofdub��ue.novusagenda.com/Agenda Public/. � Passed, approved, and adopted this 7th day of December 2020. '�I� Roy D. Buol, Mayor ��li Attest: Adrienne�P. Breitfelder I lt 12/16 �i V �I li � li . �I �'i I � � � If I�I � � � � i� N