Dubuque Racing Association Lease: Dubuque Racing Association Phase 2 Financing, Amended Leasehold Mortgage_InitiateCity of Dubuque
City Council Meeting
Copyrighted
April 1, 2024
Items to be set for Public Hearing #
01.
ITEM TITLE:
Dubuque Racing Association Lease: Dubuque Racing Association Phase
2 Financing, Amended Leasehold Mortgage
SUMMARY:
City Attorney recommending City Council set a public hearing for April 9,
2024, on the amendment to the lease and the consent to the amended
leasehold mortgage.
RESOLUTION Intent to dispose of an interest in real propertythrough
an amendment to the existing lease agreement with the Dubuque Racing
Association, LTD. and approving an amendment to the leasehold
mortgage between the Dubuque Racing Association, LTD and
MidWestOne Bank
SUGGESTED
Receive and File; Adopt Resolution(s), Set Public Hearing for April 9,
DISPOSITION:
2024Suggested Disposition:
ATTACHMENTS:
Description
Type
Staff Memo
Staff Memo
Resolution
Resolutions
Notice
Supporting Documentation
Supporting Documents
Supporting Documentation
Supporting Documents
Supporting Documentation
THE CITY OF
DUB TEI
Masterpiece on the Mississippi
CRENNA M. BRUMWELL, ESQ.
CITY ATTORNEY
TO: MAYOR BRAD M. CAVANAGH & MEMBERS OF THE CITY COUNCIL
DATE: MARCH 28, 2024
Dubuque
AII•AneftCft
wi�uv�irx�x
2007-2012.2013
2017*2019
RE: DUBUQUE RACING ASSOCIATION LEASE
DUBUQUE RACING ASSOCIATION PHASE 2 FINANCING, AMENDED LEASEHOLD
MORTGAGE
The City of Dubuque in conjunction with the Dubuque Racing Association (DRA) and
community participants have worked diligently for years to procure a Chaplain Schmitt
Island Master Plan and Schmitt Island Placemaking & Implementation Plan.
Work on implementation of the plans has been ongoing. The biggest project to date has
been the Veteran's Memorial. A Community Project Funding grant was received via
Representative Hinson for construction of the Veterans Memorial Trailhead Project and
will be constructed in 2024. In 2022 the City invested millions of dollars in improvements
to ImOn Arena. Additional improvements to the arena are currently in process.
The Chaplain Schmitt Island Master Plan was adopted in 2014 and amended in 2017.
The Chaplain Schmitt Island Placemaking & Implementation Plan was adopted in 2017.
The goals of the plan were largely recreational focused and included connecting and
expanding access to the riverfront, creation of educational opportunities on the island,
highlighting the unique characteristics of the island, bringing new visitors to the island,
and offering activities and events for all seasons.
The largest tenant on the island is the DRA leasing and operating Q Casino. The DRA,
in partnership with the City of Dubuque, has proposed approximately $155 million dollars
in public and private improvements to the island. The improvements completed or
proposed include:
Public Improvements
• Iowa Amphitheater on Chaplain Schmitt Island ($15 million)
• Veterans Memorial Trailhead Project and Other Trail Projects ($5 million)
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 589-4381 / FAX (563) 583-1040 / EMAIL cbrumwel@cityofdubuque.org
• Chaplain Schmitt Island connectivity and access improvements including a
railroad overpass at 14th Street (Over $40 million)
• Sanitary Sewer Improvements (—$3 million)
• ImOn Ice Arena Improvements (—$5 million)
Private Improvements - $83 million
• Construction of a new 8-story, 108 room Hilton Tapestry Collection hotel
adjacent to the existing Hilton Garden Inn, including an upscale rooftop
restaurant, lounge, and event space overlooking the Mississippi River
• Interior casino remodel, including elevated bar with bar top slot machines and
updated showroom, new Sports Book, and new sports bar.
• New banquet space and party rooms
• Additional of a family entertainment zone for all ages with high -end arcade
games
• Exterior casino upgrades including the fagade, signage, landscaping, and
surface parking
The private improvements to the island necessitate:
• An amendment to the lease between the City and DRA.
• Financing of the improvements by the DRA. The lender for DRA, which is
MidWestOne Bank, requires the City consent to an amended leasehold
mortgage between the DRA and MidWestOne Bank.
An amendment to the lease has been negotiated between the City and DRA for Lot 1 of
Chaplain Schmitt Island which contains the area where the casino, existing hotel and
restaurant, and the new hotel are located. The amendment to Section 12 of the lease
increases the total DRA project cost from $80 million dollars to $85 million dollars which
takes into account an additional $3 million dollars in costs related to the Phase 2
improvements and provides $2 million in additional capacity to account for project
changes and/or modifications. The balance of the existing lease terms remain the same.
The lease amendment and consent to the amended leasehold mortgage has been
reviewed and negotiated between the parties.
Public hearing on the amendment to the lease and the consent to the amended leasehold
mortgage is to be scheduled for April 9, 2024. Staff respectfully recommends approval.
CC' Michael C. Van Milligen, City Manager
Teri Goodmann, Director of Strategic Partnerships
Marie Ware, Leisure Services Director
Wally Wernimont, Planning Services Director
Jill Connors, Economic Development Director
Steve Sampson Brown, Project Manager
Alex Dixon, CEO and President, Dubuque Racing Association
Mike Donahue, Dubuque Racing Association Board Chair
Tonya Trumm, O'Connor & Thomas, DRA Legal Counsel
Prepared by Crenna Brumwell 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
RESOLUTION NO.73 - 24
INTENT TO DISPOSE OF AN INTEREST IN REAL PROPERTY THROUGH AN
AMENDMENT TO THE EXISTING LEASE AGREEMENT WITH THE DUBUQUE
RACING ASSOCIATION, LTD. AND APPROVING AN AMENDMENT TO THE
LEASEHOLD MORTGAGE BETWEEN THE DUBUQUE RACING ASSOCIATION, LTD
AND MIDWESTONE BANK
WHEREAS, the City of Dubuque, Iowa (City) is the owner of the real property legally
described as
Lot 1 of Chaplain Schmitt Island in the City of Dubuque, Iowa, according to
the Plat recorded as Instrument #2023-7679, records of Dubuque County,
Iowa
(the Property); and
WHEREAS, the Property is subject to a Lease Agreement between City and the
Dubuque Racing Association (DRA); and
WHEREAS, the parties now desire to amend provision 12 of the Lease Agreement;
and
WHEREAS, the DRA is in progress with an $83 million construction project which
requires financing with a lending institution; and
WHEREAS, the City has previously consented to the overall construction project and
Phase 1 financing of the improvements through a Leasehold Mortgage between the DRA
and MidWestOne Bank; and
WHEREAS, the DRA seeks City consent to an amendment to its Leasehold
Mortgage with MidWestOne Bank for Phase 2 of its financing of the improvements; and
WHEREAS, the City Council believes it is in the best interests of the City to
approve the Amendment to its Lease Agreement with the DRA and
WHEREAS, THE City Council believes it is in the best interests of the City to consent
to amended Leasehold Mortgage between the DRA and MidWestOne Bank for Phase 2 of
the DRA's financing of the improvements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City Council intends to dispose of City's interest in the foregoing -
described real property pursuant to:
An Amendment to its Lease Agreement with the DRA, and
Consent to an amendment to the Leasehold Mortgage between the DRA and
MidWestOne Bank for the financing of Phase 2 of the improvements by the
DRA..
Section 2. The City Clerk is hereby authorized and directed to cause this Resolution
and a Notice to be published as prescribed by Iowa Code §364.7 of a public hearing on
City's intent to dispose of the foregoing -described real property, to be held on the 9th day of
April 2024, at 6.30 o'clock p.m. in the City Council Chambers at the Historic Federal
Building, 350 W. 6th Street, Dubuque, Iowa
Passed, approved and adopted this 1 st day of April, 2024.
Attest:
Adrienne Breitfelder, City Clerk
.• M. Cav,9:r4gh, Mayo
2
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 9th day of April 2024, at 6:30 p.m. in the Historic Federal
Building, 350 West Sixth Street, 2nd floor, Dubuque, Iowa, at which meeting the City
Council proposes to dispose of an interest in real property to the Dubuque Racing
Association Ltd. through an Amendment to the Lease Agreement between the City and
the Dubuque Racing Association Ltd. and by consenting to an amended leasehold
mortgage between the Dubuque Racing Association Ltd. and MidWestOne Bank.
The real property encumbered by the Lease Agreement is:
Lot 1 of Chaplain Schmitt Island in the City of Dubuque, Iowa, according to
the Plat recorded as Instrument #2023-7679, records of Dubuque County,
Iowa.
At the meeting, the City Council will receive oral and written comments from any resident
or property owner of said City to the above action. The official agenda will be posted the
Friday before the meeting and will contain public input options.
The City Council agenda can be accessed at:
https:Hcityofdubuque.novusagenda.com/AgendaPublic/ or by contacting the City Clerk's
Office at 563-589-4100, ctyclerk(a�cityofdubugue.org.
Written comments regarding the above public hearings may be submitted to the City
Clerk's Office, before said time of public hearing: via email at ctyclerk cityofdubugue.org
or by mail to City Clerk's Office, City Hall, 50 W. 13th St., Dubuque, IA 52001.
At said time and place of public hearings the City Council will receive any written
comments.
Copies of supporting documents for the public hearings are on file in the City Clerk's
Office and may be viewed Monday through Friday between 8:00 a.m. and 5:00 p.m.
Individuals with limited English proficiency, vision, hearing, speech, or other impairments
requiring special assistance should contact the City Clerk's Office at (563) 589-4100,
ctyclerk(a)-cityofdubug ue.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 day of April 2024.
Adrienne Breitfelder, City Clerk
FIRST AMENDMENT
TO
AMENDED AND RESTATED
LEASE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
-- DUBUQUE-RAGING ASSOC—IA-T-ION—L—T-D.
This First Amendment to Amended and Restated Lease Agreement (this "Amendment") is
dated for reference purposes as of the 15t"' day of April, 2024, and is by and between the City of
Dubuque, Iowa, a municipal corporation ("City"), and Dubuque Racing Association, Ltd., an Iowa
nonprofit corporation ("Association").
WHEREAS, City and Association are parties to that certain Amended and Restated Lease
Agreement dated September 19, 2023 (the "Lease"), with respect to the real estate described on
attached Exhibit A (hereinafter, the "Leased Premises"); and
WHEREAS, City and Association desire and intend to amend certain provisions of the
Lease as set forth herein.
NOW, THEREFORE, City and Association, in consideration of the mutual covenants and
conditions hereinafter set forth, agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Lease.
2. Amendment to Section 12 of the Lease. Effective as of the date of this Amendment,
Section 12 of the Lease is hereby amended and restated in its entirety to read as follows:
"12. Alterations. City acknowledges that Association has entered into certain
contracts with respect to various improvements to be made to Association's facilities on
the Leased Premises, which include the remodel of the casino facility, the addition of a
family entertainment zone, and the addition of a new hotel and restaurant (the "Project"),
the total cost of which Project will not exceed $85,000,000.00. Subject to its approval of
the various financing related documents to be entered into by Association in connection
with the Project (the "Project Financing Documents"), City hereby consents to and
approves the Project. City further acknowledges that the Project Financing Documents
require Association to commit cash equity to the Project in a minimum amount of twenty-
five percent (25%) of the total cost of the Project (the "Equity Contribution").
Notwithstanding anything to the contrary contained in this Lease (including, without
limitation, any limitation on Association's use of cash or funds and/or any provision or
covenant requiring use of such cash or funds for a different purpose), City hereby consents
to and authorizes Association to make or fund the Equity Contribution with the following
sources of cash: (a) capital reserves established in connection with any portion of the
Leased Premises (including, without limitation, up to $3,000,000.00 of funds on deposit in
the Capital Reserve Fund); (b) portions of Association's cash reserves and cage cash; (c)
proceeds of a loan from Dubuque Initiatives; and (c) to the extent authorized by the
subcommittee with discretion over the funds contained therein, funds from the Schmitt
Island Master Plan Implementation Fund, subject to the prior obligations committed to by
the subcommittee and obligated under the Lease between City and Association for the
Destination Iowa Grant Application and associated projects.
Other -than -the Pr -Pr —Association -shall -not commenee-alterations-to-any-structure
or structures or make additions to any existing structures or facilities in an amount
exceeding One -Hundred Thousand Dollars ($100,000.00) without the prior written
approval of the plans and specifications by City.
Any improvements, modifications or additions to the Leased Premises wheresoever
located or however financed shall become part of the real estate and owned by City upon
terinination of this Lease. City consent is not required for any items in Association's CIP
budget except for improvements to the Leased Premises costing over $100,000.00, or for
capital improvements to be financed by incurring debt in excess of $100,000.00. City
consent is not required for Association expenditures for ongoing replacement of slot
machines and other video games, or for equipment replacement in the normal course of
business."
3. Reference to and Effect on the Lease. Except as expressly set forth in this
Amendment, all of the terms and provisions of the Lease are and shall remain in full force and
effect and are hereby ratified and confirmed. Unless the context requires otherwise or as otherwise
expressly set forth herein, any references to the Lease contained therein shall be deemed to refer
to the Lease as amended by this Amendment. The amendments provided for herein are limited to
the specific provisions of the Lease specified herein and shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any party under the Lease, or constitute
a waiver or amendment of any other provision of the Lease, except as and to the extent expressly
set forth herein.
4. Counterparts. This Amendment may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of a signature page of this Amendment by telecopy or other electronic means shall be
effective as delivery of a manually executed counterpart hereof.
5. Governing _Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Iowa.
6. Effectiveness of Amendment. The parties acknowledge and agree that this
Amendment must be approved by Association's Board of Directors, Association's lender, the City
Council of Dubuque, Iowa, and the Iowa Racing and Gaming Commission. Accordingly,
notwithstanding anything to contrary contained herein, this Amendment shall become effective as
of the date of receipt of the last of such required approvals.
7. Memorandum for Recording. The parties mutually agree that, if necessary or
desirable for title purposes, a Memorandum of First Amendment to Amended and Restated Lease
Agreement may be executed and filed of record in lieu of recording this Amendment.
IN WITNESS WHEREOF, each of the parties hereto has executed this First Amendment
to Amended and Restated Lease Agreement as of the date first written above.
CITY OF DUBUQUE, IOWA
By:
Michael Van Milligen, City Manager
Attest:
City Clerk
3
DUBUQUE RACING ASSOCIATION,
LTD.
By: &Z�7� jll'---��
Alex Dixon, Pre ident and CEO
EXHIBIT A
LEASED PREMISES
Lot 1 of CHAPLAIN SCHMITT ISLAND in the City of Dubuque, Iowa, according to the Plat
recorded as Instrument #2023-7679, records of Dubuque County, Iowa.
FIRST AMENDMENT TO
LEASEHOLD MORTGAGE, FIXTURE FILING
AND SECURITY AGREEMENT
WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS
Recorder's Cover Sheet
Preparer Information:
Fuerste, Carew, Juergens & Sudmeier, P.C.
890 Main Street, Suite 200
Dubuque, Iowa 52001
(563)556-4011
Attn: Stephan Alt
Taxpayer Information:
Dubuque Racing Association, Ltd.
1855 Greyhound Park Road
Dubuque, Iowa 52001
Return Document To:
Fuerste, Carew, Juergens & Sudmeier, P.C.
890 Main Street, Suite 200
Dubuque, Iowa 52001
Attn: Stephan Alt
Mortgagor:
Dubuque Racing Association, Ltd.
Mortgagee:
MidWestOne Bank
Legal Description: See Exhibit "A"
Document or instrument number of previously recorded documents: 2023-10305
NOTICE: This Amendment to Mortgage modified and secures credit in the amount of
$93,705,792. 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.
THIS MORTGAGE ALSO CONSTITUTES A FIXTURE FILING
[1]
FIRST AMENDMENT TO LEASEHOLD MORTGAGE, FIXTURE FILING
AND SECURITY AGREEMENT
WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS
THIS FIRST AMENDMENT TO LEASEHOLD MORTGAGE, FIXTURE FILING AND SECURITY
AGREEMENT WITH ABSOLUTE ASSIGNMENT OF RENTS ("Amendment"), made as of April 19,
2024, by and between DUBUQUE RACING ASSOCIATION, LTD., an Iowa nonprofit corporation
("Mortgagor"), and MIDWESTONE BAND ("Lender" or "Mortgagee"; hereinafter the terms "Lender" and
"Mortgagee" may be used interchangeably).
RECITALS
A. Mortgagor previously executed that certain Leasehold Mortgage, Fixture Filing and
Security Agreement With Absolute Assignment of Rents dated October 20, 2023, in favor of Lender with
respect to certain real property as described in Exhibit "A", attached hereto and incorporated herein by
this reference, together with the improvements now or hereafter erected thereon, which was recorded in
the records of the Dubuque County, Iowa Recorder on October 31, 2023, as Instrument # 2023-10305 (as
hereby amended and as from time to time further amended, modified, supplemented, restated or amended
and restated, the "Mortgage") securing credit in the amount of Fifty -One Million Three Hundred Eight
Thousand Seven Hundred Seventy -Five and 00/100 Dollars ($51,308,775.00);
B. Mortgagor and Mortgagee previously executed that certain Credit Agreement dated
October 20, 2023, as amended and restated by that certain Amended and Restated Credit Agreement dated
as of even date herewith (as the same may be further varied, amended, restated, renewed, consolidated,
extended or otherwise supplemented from time to time, the "2024 Credit Agreement") under which
Mortgagee has agreed to make additional loans to Mortgagor in the amount of Thirty -Five Million Nine
Hundred Seventy -Two Thousand One Hundred Seventy -Nine and 00/100 Dollars ($35,972,179.00) (the
"2024 Loan") thereby increasing the total loan commitment under the 2024 Credit Agreement to Sixty -
Five Million Seven Hundred Forty Thousand Eight Hundred Fifty and 00/100 Dollars ($65,740,850.00);
C. The 2024 Loan is evidenced by certain Promissory Notes executed by Mortgagor on or
after the date hereof (the "2024 Notes");
D. In connection with the execution and delivery of the 2024 Credit Agreement, Mortgagor
has agreed to execute and deliver this Amendment as collateral security for the Mortgagor's increased
Obligations under the 2024 Credit Agreement and further has agreed to increase the amount secured by
this Mortgage to Ninety -Three Million Seven Hundred Five Thousand Seven Hundred Ninety -Two and
00/100 Dollars ($93,705,792.00).
NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein
contained, the parties hereto hereby agree as follows;
AGREEMENT
1, Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment shall have
the meanings ascribed to such terms in the 2024 Credit Agreement.
2. Amendments to Mortgage.
[2]
a. The Notice language on the cover page of the Mortgage is hereby amended and restated in its
entirety to read as follows:
"NOTICE: This Mortgage secures credit in the amount of $93,705,792.00. 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."
b. Paragraph A of the Recitals is hereby amended and restated in its entirety to read as follows:
"A. On or about October 20, 2023, Mortgagor executed that certain Credit Agreement dated
October 20, 2023 (the "2023 Credit Agreement") relating to certain loans to be made by Mortgagee
to Mortgagor in the amount of up to $29,768,671 (collectively the "2023 Loan"). On or about April
19, 2024, Mortgagor executed that certain Amended and Restated Credit Agreement dated April
19, 2024 (as the same may be varied, amended, restated, renewed, consolidated, extended or
otherwise supplemented from time to time, the "2024 Credit Agreement"), which amended and
restated the 2023 Credit Agreement in its entirety. Pursuant to the 2024 Credit Agreement,
Mortgagee has agreed to make additional loans to Mortgagor in the amount of Thirty -Five Million
Nine Hundred Seventy -Two Thousand One Hundred Seventy -Nine and 00/100
Dollars ($35,972,179.00) (the "2024 Loan") thereby increasing the total loan commitment under
the 2024 Credit Agreement, when combined with the 2023 Loan commitment, to Sixty -Five
Million Seven Hundred Forty Thousand Eight Hundred Fifty and 00/100
Dollars ($65,740,850.00)."
c. Paragraph B of the Recitals is hereby amended and restated in its entirety to read as follows:
"B. The 2023 Loan is evidenced by certain Promissory Notes executed by Mortgagor on or
about October 20, 2023 (the "2023 Notes"), and the 2024 Loan is evidenced by certain Promissory
Notes executed by Mortgagor on or about April 19, 2024 (the "2024 Notes")."
d. Paragraph G of the Recitals is hereby amended and restated in its entirety to read as follows:
"G. "Loan" collectively shall mean the 2024 Loan, the 2023 Loan, and the Existing Hilton
Garden Loan."
e. Paragraph H of the Recitals is hereby amended and restated in its entirety to read as follows:
"H. "Credit Agreement" collectively shall mean the 2024 Credit Agreement and the Existing
Hilton Garden Loan Agreement."
f. Paragraph I of the Recitals is hereby amended and restated in its entirety to read as follows:
"I. "Note" collectively shall mean the 2024 Notes, the 2023 Notes, and the Existing Hilton
Garden Note."
g. Section 2.2 of the Mortgage is hereby amended and restated in its entirety to read as follows:
"2.2 Maturity Date. The latest maturity date of the Notes secured hereby is January 1, 2036."
[3]
3. No Other Changes. Except as may be otherwise expressly set forth herein, each and every term,
condition, warranty and provision of or exhibits to the Mortgage shall remain in full force and effect,
and such are hereby ratified, confirmed and approved by the parties hereto.
4. Counterparts. This Amendment may be executed in any number of identical counterparts, any set of
which signed by all the parties hereto shall be deemed to constitute a complete, executed original for
all purposes.
5. Acknowledgment, Continuance and Reaffirmation of Mortgage. Mortgagor hereby acknowledges
and agrees that: (a) the Mortgage is a valid and enforceable lien upon the Property; (b) the Mortgage,
and each of the terms and conditions set forth therein, as amended by this Amendment, remains in
full force and effect; (c) the Mortgage secures the obligations and credit described in the Mortgage,
as amended by this Amendment, and as further described in the Loan Documents; (d) the Mortgage,
as amended by this Amendment, shall be binding on any successors and assigns of the parties hereto;
and (e) this Amendment represents the final agreement between the parties hereto as the subject
matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties hereto and there are no unwritten oral agreements between the parties hereto.
6. Reaffirmation. Mortgagor hereby expressly reaffirms each of the representations, warranties and
covenants set forth in the Mortgage, as amended by this Amendment.
Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Iowa applicable to agreements made and wholly performed within such
state.
Choice of Venue. If there is a lawsuit, Mortgagor agrees upon Lender's request to submit to the
jurisdiction of the courts of Dubuque County, State of Iowa.
9. Incorporation of Recitals. The Recitals to this Amendment are true, correct, and incorporated herein
by reference.
10. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
11. Severability. Whenever possible, each provision of this Amendment shall be interpreted in such
manner as to be .effective and valid under applicable law, but if any provision of this Amendment
shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.
12. Headings. The descriptive headings in this Amendment are inserted for convenience of reference only
and shall not affect the construction of this Amendment. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entity,
person or persons may require.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE
READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.
NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN
[4]
CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS
AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
MORTGAGOR ACKNOWLEDGES THE RECEIPT OF A COPY OF THIS DOCUMENT AT
THE TIME IT WAS SIGNED.
[Remainder of Page Intentionally Left Blank, Signature Pages Follow]
[5]
IN WITNESS WHEREOF, Mortgagor has executed this Amendment, effective as of the
day and year set forth above.
MORTGAGOR: DUBUQUE RACING ASSOCIATION LTD.
By: _ //,t/1 �
Alex Dixon
President and Chief Executive Officer
STATE OF IOWA
) ss:
COUNTY OF DUBUQUE )
This instrument or record was acknowle ed before r1w, on ,, 2024 by Alex Dixon as CEO
and President of Dubuque Racing Associ tion, Lt
TONYA ATRUMM
Commission Numbg7 Q N
My Comm. Ezp
By signing below, the City of Dubuque, Iowa7(the "City"), is signing this Amendment solely
to evidence the City's consent to Mortgagor's execution and delivery of this Amendment and not
as an indication that the City is pledging any interest that the City owns in the real estate subject to
the Mortgage.
CITY:
STATE OF IOWA )
) ss:
COUNTY OF DUBUQUE )
CITY OF DUBUQUE, IOWA
Brad M. Cavanagh, Mayor
Attest:
Adrienne N. Breitfelder, City Clerk
This instrument or record was acknowledged before me on April , 2024 by Brad M. Cavanagh,
as Mayor of the City of Dubuque, Iowa, and Adrienne N. Breitfelder, as City Clerk of the City of
Dubuque, Iowa.
Notary Public
[Signature page to First Amendment to Leasehold Mortgage, Fixture Filing and
Security Agreement with Absolute Assignment of Leases and Rents]
[6]
EXHIBIT A
(Description of Land)
Lot 1 of CHAPLAIN SCHMITT ISLAND in the City of Dubuque, Iowa, according to the Plat
recorded as Instrument #2023-7679, records of Dubuque County, Iowa.
[71