Sublease by Dubuque Racing Association (DRA)City of Dubuque
City Council
CONSENT ITEMS # 10.
Copyrighted
November 18, 2024
ITEM TITLE: Sublease by Dubuque Racing Association (DRA)
SUMMARY: City Attorney recommending approval and adoption of the
resolution consenting to the sublease between the Dubuque
Racing Association Ltd. and Pinseekers Dubuque RE, LLC,
and Pinseekers Dubuque Operations, LLC.
RESOLUTION Consenting To The Sublease Between The
Dubuque Racing Association Ltd. And Pinseekers Dubuque
Re, LLC, And Pinseekers Dubuque Operations, LLC.
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. Council Consent to Sublease_Draft_11-14-24
2. Resolution - Pinseekers—Consent to Sublease—Draft-1 0-8-24
3. Letter dated 11.14.24 to City Manager requesting City consent to Pinseekers
Sublease (sublease attached)
Page 428 of 1454
THE CITY OF
DUB TEE
Masterpiece on the Mississippi
CRENNA M. BRUMWELL, ESQ. ck_r���
CITY ATTORNEY
TO: MAYOR BRAD M. CAVANAGH & MEMBERS OF THE CITY COUNCIL
DATE: NOVEMBER 14, 2024
RE: CONSENT TO SUBLEASE BY DUBUQUE RACING ASSOCIATION
Dubuque
All -America Ciq
.wcx_n,tiuvKarxa.r
2007-2012-2013
2017*2019
Pursuant to its lease with the City of Dubuque, the Dubuque Racing Association (DRA)
must seek written approval of the City Council, expressed by a resolution, in order to
sublease any portion of the leased premises. Specifically, the lease with the DRA,
Section 6 reads as follows:
Non -transferability of Lease. This Lease shall be a privilege to be held for the
benefit of the public by Association. This Lease shall not, in any event, be
transferred, assigned, sold, leased, or disposed of, in whole or in part, by means,
without the prior written consent of City expressed by a resolution duly passed by
the City Council of the City of Dubuque, Iowa and then only under such conditions
as the City Council may establish.
The DRA has submitted a request to sublease a portion of the leased premises to
Pinseekers Dubuque RE, LLC, and Pinseekers Dubuque Operations, LLC which will
facilitate the construction and operation of a 30,000 square foot, multi -level family
entertainment facility including a driving range with smart targets, a putting course, an
event room and VIP area, and food and beverage offerings. The DRA request is attached
along with a resolution consenting to the sublease.
I respectfully recommend approval and adoption of the resolution.
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
Page 429 of 1454
Prepared by Crenna M. Brumwell 300 Main Street, Suite 330 Dubuque IA 52001 563 589-4381
Return to Crenna M. Brumwell 300 Main Street, Suite 330 Dubuque IA 52001 563 589-4381
RESOLUTION NO. 365-24
CONSENTING TO THE SUBLEASE BETWEEN THE DUBUQUE RACING
ASSOCIATION LTD. AND PINSEEKERS DUBUQUE RE, LLC, AND PINSEEKERS
DUBUQUE OPERATIONS, LLC.
WHEREAS, the City has leases with the Dubuque Racing Association Ltd.; and
WHEREAS, the Dubuque Racing Association Ltd, seeks the City's consent to a
sublease between the Dubuque Racing Association Ltd. and Pinseekers Dubuque RE,
LLC, and Pinseekers Dubuque Operations, LLC. for the construction and operation of a
30,000 square foot, multi -level family entertainment facility including a driving range with
smart targets, a putting course, an event room and VIP area, and food and beverage
offerings -land
WHEREAS, the leases require the City's consent to any sublease by the Dubuque
Racing Association Ltd.; and
WHEREAS, the City Council of the City of Dubuque finds that the City should
consent to the sublease.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA, AS FOLLOWS:
1. The City of Dubuque hereby consents to the sublease between the Dubuque
Racing Association Ltd. and Pinseekers Dubuque RE, LLC, and Pinseekers
Dubuque Operations, LLC.
Passed, approved, and adopted this 1811 day of November, 2024.
Brad- Cav WK7mayor
Attest:
Adrienne N. Breitfelder, City Clerk
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C.ABINO+ I DIAMONDJO.¢..
nFBORT .11
November 14, 2024
City Manager
City of Dubuque, Iowa
City Hall —50 W. 13th Street
Dubuque, IA 52001
Dear City Manager,
As you know, PinSeekers Dubuque RE, LLC and Pinseekers Dubuque Operations, LLC (individually and collectively,
"Pinseekes") are planningto construct an approximately 30,000 square foot, multi-levelfamily entertainment facility,
to include a driving range with smart targets, a putting course, an event room and VIP area, and food and beverage
offerings (the "Pinseekers Project"), on the premises where the former greyhound racetrack was located (the
"Pinseekers Premises").
DRA and Pinseekers have worked collaboratively together over the past several months to reach an agreement
regarding the terms upon which DRA would sublease the Pinseekers Premises to Pinseekers, as the Pinseekers
Premises is part of the property that Dubuque Racing Association, Ltd. ("DRA") currently leases from the City of
Dubuque, Iowa (the "City"). DRA and Pinseekers have reached an agreement on such terms, which are memorialized
in the attached Sublease Agreement (the "Pinseekers Sublease"). However, as you know, pursuant to the terms of
DRA's leases with the City, DRA may not sublease any portion of its property without the City's written consent
expressed by a resolution duly passed bythe City Council of the City of Dubuque, Iowa. Accordingly, DRA respectfully
requests that City Council, on behalf of the City, provide consent to the Pineekers Sublease — by virtue of resolution
passed at the next City Council meeting — to bring the Pinseekers Project to fruition.
We are excited about the possibilities that the Pinseekers Project will offer the City, the Dubuque community (both
residents and tourists), Pinseekers, and DRA, and we very much appreciate the City's consideration of our request
for its consent to the Pinseekers Sublease. If you need any additional information in connection with our request,
please reach out.
Sincerely,
Alex Dixon
President & CEO
DRA and Q Casino + Resort
Page 431 of 1454
SUBLEASE AGREEMENT
BY AND AMONG
DUBUQUE RACING ASSOCIATION, LTD.,
PINSEEKERS DUBUQUE RE, LLC
AND
PINSEEKERS DUBUQUE OPERATIONS, LLC
This SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of the 24"'
day of September, 2024, by and among DUBUQUE RACING ASSOCIATION, LTD., an Iowa
nonprofit corporation ("DRA"), PINSEEKERS DUBUQUE RE, LLC, an Iowa limited liability
company ("Pinseekers RECo"), and PINSEEKERS DUBUQUE OPERATIONS, LLC, an Iowa
limited liability company ("Pinseekers OnCo" and collectively with Pinseekers RECo,
"Pinseekers"). DRA and Pinseekers are sometimes collectively referred to herein as the "Parties"
and individually as a ``Par ".
RECITALS
WHEREAS, DRA, as tenant, and the City of Dubuque, Iowa (the "City"), as owner and
landlord, are parties to that certain Lease Agreement dated September 19, 2023 (as amended from
time to time, the "DRA/City Lease"), pursuant to which DRA leases from City certain real estate
located on Chaplain Schmitt Island in Dubuque, Iowa, which real estate is described on attached
Exhibit A (the "DRA Leased Parcel");
WHEREAS, Pinseekers desire to sublease from DRA that portion of the DRA Leased
Parcel described on attached Exhibit B (the "Subleased Premises") in order to construct an
approximately 30,000 square foot, multi -level family entertainment facility thereon, to include a
driving range with smart targets, a putting course, an event room and VIP area, and food and
beverage offerings (the "Pinseekers Facility"), which Pinseekers Facility would be owned by
Pinseekers RECo and operated by Pinseekers OpCo pursuant to (a) a sublease between Pinseekers
RECo and Pinseekers.OpCo in the form attached as Exhibit C (the "OnCo Sublease") and (b) the
Operations Agreement (as defined in Section 13(a)(vi));
WHEREAS, DRA is willing to sublease the Subleased Premises to Pinseekers, subject to
the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter
set forth, the Parties agree as follows:
1. Sublease. In consideration of the rents provided for herein and the other terms,
covenants, conditions, and agreements set forth in this Sublease, DRA hereby subleases to
Pinseekers RECo, and Pinseekers RECo hereby subleases from DRA, the Subleased Premises,
together with any and all easements and appurtenances thereto and subject to any easements and
restrictions of record, to have and to hold for the Term (as hereinafter defined).
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2. Term. Subject to all of the terms, covenants, conditions and agreements contained
herein:
(a) the term of this Sublease shall commence at 12:00 a.m. on the first day of
the calendar month immediately following the calendar month in which Pinseekers RECo
and/or Pinseekers OpCo, as applicable, receives its occupancy permit from the City (the
earlier of such dates is hereinafter referred to as the "Commencement Date"), and, except
as otherwise provided in this Sublease, shall terminate at 11:59 p.m. on the twentieth (20th)
year anniversary of the Commencement Date (the "Initial Term"); and
(b) subject to the term of the DRA/City Lease, Pinseekers RECo shall have two
(2) options to renew this Sublease, each for an additional five (5) year period (each, a
"Renewal Term"), if but only if, in each case, (a) Pinseekers RECo has provided written
notice to DRA not less than six (6) months prior to the expiration of the then -current Term
of Pinseekers RECo's intent to exercise such renewal option and (b) no Event of Default
(as defined in Section 13(a)) exists as of either (i) the date upon which PinSeekers RECo
has exercised such renewal option and (ii) the commencement of such Renewal Term.
For purposes of this Sublease, the term "Term" shall be deemed to refer to the Initial Term or
Renewal Term, as applicable and then in effect.
3. Rent. In addition to the taxes, assessments, and other charges required to be paid
by Pinseekers under this Sublease, Pinseekers RECo shall pay DRA the following base rent ("Base
Rent"), which Base Rent shall be due and payable, in advance, on the first business day of each
calendar month during the Term:
Dates
Monthly Base Rent
First six (6) months of the Initial Term
$0.00
Second six (6) months of the Initial Term and
Second Year of the Initial Term
$12,500.00
Third Year of the Initial Term
$16,667.00
Fourth Year of the Initial Term
$20,833.00
Fifth Year of the Initial Term
$25,000.00
Sixth Year of the Initial Term and each Year of
the Term Thereafter
Monthly Base Rent in effect as of
immediately preceding year, plus 2.5%
In addition to the Base Rent, taxes, assessments, and other charges required to be paid by
Pinseekers under this Sublease, Pinseekers shall pay to DRA, for each calendar year, Percentage
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Rent, which Percentage Rent for each such calendar year shall be payable on or before February 111
of the immediately following calendar year; provided that, in respect of the last year of the Term,
the Percentage Rent shall be (a) calculated based upon an assumed extrapolation of the Net
Revenue generated by the operation of the Pinseekers Facility for the calendar year in which the
Term ends, but prorated for the actual number of days elapsed during such calendar year as of the
date of the termination or expiration of the Term, and (b) shall be payable on the last day of the
Term.' Pinseekers shall deliver to DRA, simultaneously with each payment of Percentage Rent, a
copy of the most recent financial report delivered by Pinseekers to it lenders and/or equity holders
containing Pinseekers' calculation of Net Revenue for such calendar year or portion thereof,
together with a certificate of the President of Pinseekers certifying as to the accuracy and
completeness of all such financial reports and the data and calculations contained therein.
For purposes of this Sublease, the following terms have the following meanings:
"Excess Gross Revenue" means, for any given calendar year, that portion of the Gross
Revenue that exceeds $5,000,000.00.
"Percentage Rent" means, for any given calendar year, seven percent (7%) of the Excess
Gross Revenue.
"Gross Revenue" means all revenue generated by the operation of the Pinseekers Facility
and the related improvements for such calendar year, with the exception of (a) revenue generated
from lottery ticket sales and (b) the portion of revenue generated from golf lessons that is paid to
the golf instructor(s) in respect of such lessons.
All Base Rent, Percentage Rent, taxes, assessments, and other charges required to be paid by
Pinseekers under this Sublease shall be paid without any counterclaim, charge, assessment,
imposition, expense, setoff, or deduction of any nature. Accordingly, Pinseekers shall continue to
pay all Base Rent, Percentage Rent, taxes, assessments, and other charges required to be paid
hereunder notwithstanding any loss or damage to all or any part of the Pinseekers Facility or the
related improvements or any interruption of Pinseekers' business from any cause.
4. Access Rights.
(a) For the period from the execution hereof and until the Commencement Date
(such period is referred to as the "Early Access Period"), and notwithstanding the fact that
the Commencement Date has not yet occurred, Pinseekers shall:
r By way of example, if the last day of the Term occurs on August 31st of a calendar year and the Gross Revenue
generated by the operation of the Pinseekers Facility as of such date equals $5,000,000.00, then the amount of the
Percentage Rent would equal $130,889.85 (i.e., $5,000,000.00 / 8 months = $625,000.00 Gross Revenue generated
per month; $625,000.00 Gross Revenue generated per month x 12 months = $7,500,000.00 of extrapolated Gross
Revenue generated for the calendar year; $7,500,000.00 extrapolated Gross Revenue - $5,000,000.00 threshold =
$2,500,000.00 Excess Gross Revenue; $2,500,000.00 x 7% = $175,000.00 Percentage Rent for full calendar year;
$479.45 Excess Gross Revenue per day (i.e., $175,000.00 / 365 days = $479.45 per day) x 273 days (Le,, number of
calendar days elapsed during such calendar year as of August 31st termination date) = $130,889.85 Percentage Rent
for pro rata portion of calendar year) and would be payable on August 31 st (i. e., the last day of the Term).
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(i) have non-exclusive access to the Subleased Premises for the purpose
of grading, infrastructure development, construction, and installation of utilities,
furniture, fixtures and equipment in respect of the Pinseekers Facility, which early
access shall not trigger occupancy and shall be rent free during the Early Access
Period;
(ii) with the exception of the provisions of Section 3 hereof, be subject
to and required to comply with all provisions of this Sublease at all times during
the Early Access Period notwithstanding the fact that the Commencement Date has
not yet occurred; and
Gii) not unreasonably interfere with the presence of DRA, the City
and/or their respective architects, engineers, contractors, employees, agents and/or
representatives during the Early Access Period.
(b) During the Early Access Period and except as otherwise permitted herein,
DRA shall not, nor will it permit any of its architects, engineers, contractors, employees,
agents and/or representatives, to unreasonably interfere with the presence or activities of
Pinseekers on the Subleased Premises.
(c) At all times during the Early Access Period and the Term, DRA reserves for
itself, the City and any public utility company, as may be appropriate, the right of ingress
to and egress from the Subleased Premises at all reasonable times for the purposes of
reconstructing, maintaining and/or servicing utilities, if any, located within the boundary
lines of the Subleased Premises, and to operate, service, maintain, repair, replace and/or
reconstruct utilities, water mains, sanitary and storm sewer mains, trails, sidewalks, curbs,
driveways and their appurtenances, if any, located in, on and/or adjacent to the Subleased
Premises, provided that any entry shall, at all times, be conducted in a reasonable manner
and without any undue interruption or interference with the business and activities of
Pinseekers.
5. Construction of Pinseekers Facility and Related Improvements.
(a) At the sole cost and expense of Pinseekers RECo, but subject to the
obligations of DRA under Section 5(b), Pinseekers RECo shall promptly commence and
diligently prosecute until full completion (i) the construction and development of the
Pinseekers Facility and the related improvements on the Subleased Premises and
(ii) improvements to the parking areas surrounding the Subleased Premises, which
construction and development shall be substantially completed on or before April 1, 2026,
subject to unavoidable delays that are not caused by Pinseekers and/or their respective
architects, engineers, contractors, employees, agents and/or representatives (in which case
the date for substantial completion shall be correspondingly set back by the same number
of days involved in the period of unavoidable delays). Such construction shall at all times
be performed in accordance with the Construction Documents (as hereinafter defined) and
all applicable federal, state and local laws, ordinances, rules, regulations, and other legal
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requirements; and Pinseekers shall not construct any permanent improvements on the
Subleased Premises over or within the boundary lines of any easement for public utilities
unless approved by DRA, the City and/or any applicable utility company in writing. For
purposes of this Sublease, "Construction Documents" means the contracts, plans, and
specifications entered into from by or on behalf of Pinseekers from time to time in
connection with and for the construction of the Pinseekers Facility and any associated
improvements, all of which Construction Documents shall be subject to the review and
approval (not to be unreasonably withheld, conditioned or delayed) of DRA.
(b) As a condition to and to facilitate Pinseekers RECo's obligations under
Section 5(a), DRA shall (i) deliver the Subleased Premises to Pinseekers RECo as a shovel -
ready site and (ii) provide or contribute, in such manner or form as DRA may determine in
its sole discretion, up to $1,000,000.00 in respect of improvements in or around the
Subleased Premises, which may include, without limitation, improvements to the parking
areas surrounding the Subleased Premises.
6. Title to Pinseekers Facility and Related Improvements. So long as this Sublease
remains in full force and effect, the Pinseekers Facility and the related improvements are and shall
be the property of Pinseekers, but upon termination of this Sublease for any reason whatsoever all
of Pinseekers' right, title, and interest in and to the Pinseekers Facility and the related
improvements shall cease and terminate, and title to the Pinseelcers Facility and the related
improvements shall automatically vest in DRA and/or the City, at which time Pinseekers shall
surrender the Pinseekers Facility and the related improvements to DRA and/or the City. No further
deed or other instrument shall be necessary to confirm the vesting of title to the Pinseekers Facility
and the related improvements in DRA and/or the City; however, upon termination of this Sublease,
Pinseekers, shall, upon request of DRA and/or the City, execute, acknowledge and deliver to DRA
and/or the City a quitclaim deed confirming that all of Pinseekers' right, title and interest in or to
the Pinseekers Facility and the related improvements has expired and/or otherwise terminated, and
that title to the Pinseekers Facility and the related improvements has vested in and become the
property of DRA and/or the City, free and clear of all liens, claim, and encumbrances. For
avoidance of doubt, the Parties expressly acknowledge and agree that (a) Pinseekers' names,
trademarks, and other intellectual property (collectively, the "Pinseekers IP") and (b) all trade
fixtures other personal property are the property of Pinseekers (collectively, the "Personal
Property"), and that neither DRA nor the City shall have any right, title, claim or interest in or to
the Pinseekers IP or Personal Property, whether during or after the Term.
7. Transferability of Sublease; Sharing of Subleasing Revenue.
(a) Except for the OpCo Sublease and except as expressly permitted by
Section 7(b), this Sublease may not be transferred, assigned, sold, subleased, or otherwise
disposed, in whole or in part, without the prior written consent of DRA, which consent
shall not be unreasonably withheld, conditioned and/or delayed.
(b) Subject to providing DRA with reasonably satisfactory evidence that the
Permitted Transferee (as hereinafter defined) meets the Suitability Requirements (as
hereinafter defined), Pinseekers shall have the right to assign or sublet the Sublease to any
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Permitted Transferee upon notice to, but without the prior written consent of, DRA. For
purposes of this Section 7, the following terms have the following meanings:
"Permitted Transferee" means (i) any entity resulting from a merger or
consolidation with Pinseekers RECo; (ii) any entity succeeding to a significant
portion of the Pinseekers RECo's membership units, assets or offices of Pinseekers
RECo in the geographic area where the Subleased Premises is located; or (iii) any
parent, subsidiary or affiliate of Pinseekers RECo having direct or indirect common
ownership or control with Pinseekers RECo.
"Suitability Requirements" means, with respect to any purported
Permitted Transferee: (i) the financial capability to perform all of the obligations
of Pinseekers under this Sublease and the Operations Agreement, which financial
capability shall be substantiated by such Permitted Transferee's audited financial
statements for its most recently completed fiscal year or such other evidence that
may be satisfactory to DRA in its reasonable discretion; and (ii) its compliance with
or satisfaction of, as the case may be, any laws, rules, requirements, and/or
conditions (if any) promulgated by the Iowa Racing and Gaming Commission
("IRGC"), the State of Iowa and/or the City applicable to (A) such Permitted
Transferee, (B) the Subleased Premises, the Pinseekers Facility and the related
improvements, and/or (C) DRA's ability to enter into a contract or agreement with
a third party.
(c) In the event of Pinseeker's assignment or sublease of this Sublease to a
Permitted Transferee, DRA and Pinseekers shall equally share all profits resulting from
any such assignment or sublease ("profits" being defined as the amount of rent payable by
such assignee or subtenant — after deduction of any expenses incurred by Pinseekers in
connection with such assignment or sublease — in excess of the rent otherwise payable by
Pinseekers hereunder).
(d) Notwithstanding anything to the contrary herein, no transfer, assignment,
sale, sublease, or otherwise disposition, in whole or in part, of this Sublease and/or the
Subleased Premises will (i) be effective unless and until such transferee, assignee,
purchaser, or subtenant executes and delivers to DRA an assignment and assumption
agreement (in form and substance reasonably satisfactory to DRA), pursuant to which such
transferee, assignee, purchaser or subtenant expressly agrees in writing to assume and
perform all obligations of Pinseekers hereunder or (ii) release Pinseekers RECo of any of
its obligations under this Sublease, unless such release is expressly agreed to in writing by
DRA.
8. Use of Subleased Premises. Pinseekers shall construct and operate the Pinseekers
Facility and the related improvements as provided in this Sublease, the OpCo Sublease, the
Operations Agreement, and the Development Agreement (as defined in Section 10(b)), and
Pinseekers shall not knowingly use or allow the Subleased Premises, the Pinseekers Facility,
and/or any other. buildings or improvements thereon or any appurtenances thereto to be used or
occupied for any unlawful purpose or in violation of any certificate of occupancy. Pinseekers shall
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not permit any act to be done or any condition to exist within or on the Subleased Premises, the
Pinseekers Facility, or any buildings or in improvement thereon, or permit any article to be brought
therein, which (a) is dangerous, (b) may constitute a nuisance, or (c) may make void or voidable
any insurance in force with respect to the Subleased Premises, the Pinseekers Facility, and/or any
other buildings or improvements thereon. The Parties agree that both normal customer use or
prohibited customer misuse of the driving range may result in danger, but such customer use or
misuse shall not be consider a "dangerous" condition for purposes of this provision, as long as
Pinseekers is taking reasonable action to control and eliminate such customer action or misuse.
In addition to the foregoing, Pinseekers agrees that it will at all times hold the Subleased
Premises available for use by the general public without regard to membership in the protected
classes covered by Title 8 of the City code, as amended.
9. Operating Expenses; Maintenance of Subleased Premises; Capital
Improvements; Compliance with Operations Agreement; Compliance with Development
Agreement. Except as otherwise expressly provided herein, Pinseekers shall, at all times during
the Early Access Period and the Term and at its own expense: (a) be responsible for and pay all
costs, expenses, and obligations of every kind and nature relating to the Pinseekers Facility and
the Subleased Premises that may accrue or become due during the Early Access Period and/or the
Term including, without limitation, all utilities (including, without limitation, gas, electric, water,
telephone, and internet/data utilities) and other services consumed or otherwise utilized by
Pinseekers in the occupancy and/or operation of the Pinseekers Facility and the Subleased
Premises, all associated property taxes, all insurance, and all other building or other operating
expenses; (b) maintain, preserve, and keep the Subleased Premises (and all equipment and
furnishings thereon and therein) in good repair, working order and condition; (c) make mutually
agreed upon renovations and capital improvements from time to time to ensure that the Pinseekers
Facility and the related improvements are maintained in a condition consistent with or higher than
other similarly classed operations; (d) replace equipment and furnishings located on or in the
Subleased Premises from time to time as necessary to maintain brand standards; (e) comply with
all covenants and requirements set forth in the Operations Agreement; and (f) comply with all
covenants and requirements set forth in the Development Agreement to the extent such covenants
and requirements are applicable to it as the owner or operator of the Pinseekers Facility and/or as
the subtenant of the Subleased Premises. Except to the extent expressly set forth in this Sublease
or in the Operations Agreement, DRA shall not be required at any time to furnish any facilities or
services to the Pinseekers Facility or the Subleased Premises or to make any repairs, replacements,
changes (structural or otherwise), additions or alterations to the Pinseekers Facility, the Subleased
Premises, or any related improvements or other property related thereto or located thereon.
10. Property Taxes; Effect of Development Agreement.
(a) Subject to the provisions of clause (b) of this Section 10, Pinseekers shall
pay all property taxes levied and/or assessed against the Subleased Premises as and when
the same become due and payable during the Term.
(b) The Parties acknowledge that DRA, at the request of Pinseekers, has
requested that the City provide a 10-year abatement. of real property taxes in respect of the
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Subleased Premises pursuant to a development agreement to be entered into by and
between the City and DRA, which development agreement may contain certain
requirements and obligations applicable to Pinseekers as the owner or operator of the
Pinseekers Facility and/or as the subtenant of the Subleased Premises (the "Development
Agreement"). If the City and DRA fail to enter into the Development Agreement prior to
the Commencement Date, then Pinseekers shall be entitled to a credit for any real property
taxes paid by it pursuant to Section 10(a) hereof for the first 7 years of this Sublease. If
the City and DRA enter into the Development Agreement and a default occurs thereunder
as a result of the acts or omissions of Pinseekers (e.g., the failure of Pinseekers to comply
with the requirements and obligations under the Development Agreement applicable to it
as the owner or operator of the Pinseekers Facility and/or as the subtenant of the Subleased
Premises), then Pinseekers shall be responsible for the payment of any and all taxes and
other amounts that may come due as a consequence of such default.
11. Indemnification.
(a) Pinseekers shall defend, indemnify and hold DRA, the City, and each of
their respective officers, employees and agents, harmless from and against any and all
claims, suits, actions, penalties, damages (including, but not limited to, costs, reasonable
attorneys' fees, expenses and liabilities incurred by DRA and/or the City in connection
with or as a result of), and causes of action of any kind arising as a result of Pinseekers
presence on or occupancy of the Subleased Premises during the Early Access Period and/or
the Term including, but not limited to, claims, suits, actions, penalties, damages or causes
of action, the investigation thereof, or the defense of any action or proceeding brought
thereon, stemming or arising from such presence or occupancy; any of Pinseekers'
operations occurring at the Subleased Premises; the failure by Pinseekers to keep, maintain
and abide by each and every covenant of this Sublease on its part to be kept and performed;
or as a result of any negligent act, error or omission of Pinseekers, its employees or agents,
or third party contractors; provided, however, that notwithstanding the foregoing:
Pinseekers shall not be required to provide such defense and indemnification with respect
to any claims, suits, actions, penalties, damages and/or causes of action stemming from
(i) any action or omission taken by Pinseekers with the full knowledge and express consent
of DRA and the City, or (ii) any negligent act, error or omission of DRA, the City, and/or
any of their respective employees, agents, or third party contractors.
(b) DRA shall defend, indemnify and hold Pinseekers and each of their
respective officers, employees and agents, harmless from and against any and all claims,
suits, actions, penalties, damages (including, but not limited to, costs, reasonable attorneys'
fees, expenses and liabilities incurred by Pinseekers in connection with or as a result of),
and causes of action of any kind arising as a result of DRA's presence on the Subleased
Premises during the Early Access Period and/or the Term including, but not limited to,
claims, suits, actions, penalties, damages or causes of action, the investigation thereof, or
the defense of any action or proceeding brought thereon, stemming or arising from such
presence;. the failure by DRA to keep, maintain and abide by each and every covenant of
this Sublease on its part to be kept and performed; or as a result of any negligent act, error
or omission of DRA, its employees or agents, or third party contractors; provided, however,
Page 439 of 1454
that notwithstanding the foregoing: DRA shall not be required to provide such defense and
indemnification with respect to any claims, suits, actions, penalties, damages and/or causes
of action stemming from (i) any action or omission taken by DRA with the full knowledge
and express consent of Pinseekers, or (ii) any negligent act, error or omission of Pinseekers
and/or any of their respective employees, agents, or third party contractors.
12. Insurance. Pinseekers shall provide and maintain or cause to be maintained, at its
sole cost and expense (and from time to time at the request of DRA shall furnish proof of the
payment of premiums on), insurance as follows:
(a) during the Early Access Period and continuing throughout the duration of
the Term, all insurance (including liability insurance) as set forth in the City's standard
Insurance Schedule for Lessees of City Property (the current form of which is attached
hereto and incorporated herein as Exhibit D), as such schedule may from time to time be
amended;
(b) at all times during the construction of the Pinseekers Facility and the related
improvements (including during the Early Access .Period and regardless of whether the
Commencement Date has occurred), builder's risk insurance, written on the Special Perils
Form in an amount equal to one hundred percent (100%) of the replacement value of the
Pinseekers Facility and the related improvements as the same shall exist from time to time
during the construction process; and
(c) upon completion of construction of the Pinseekers Facility and the related
improvements, property insurance against loss and/or damage to the Pinseekers Facility
and the related improvements under an insurance policy written on the Special Perils Form
in an amount not less than the full insurable replacement value thereof.
For purposes of this Section 12, the term "replacement value" means the actual replacement
cost of the Pinseekers Facility and the related improvements. All policies of insurance
required hereunder shall name each of DRA and the City as an additional insured and loss
payee with respect to the Subleased Premises, the Pinseekers Facility and the related
improvements and shall be endorsed to provide a thirty -day advanced notice of
cancellation, material change, or non -renewal of any coverage.
13. Default by Pinseekers; Remedies upon Default by Pinseekers.
(a) Each of the following events shall be deemed to be an "Event of Default"
by Pinseekers under this Sublease:
(i) the failure of Pinseekers to comply with any term, provision or
covenant of this Sublease within thirty (30) days (or ten (10) days, in the case of
any failure to pay any Base Rent, Percentage Rent, or any taxes, assessments, and
other charges required to be paid by Pinseekers under this Sublease) after DRA
delivers written notice of such default to Pinseekers; provided that, in the case of a
nonmonetary failure only, if such failure cannot with due diligence be remedied by
61
Page 440 of 1454
Pinseekers within such thirty (30) day period, and if Pinseekers commences to
remedy such failure within such thirty (30) day period and thereafter prosecutes
such remedy with reasonable diligence, the period of time for remedy of such
failure shall be extended so long as Pinseekers continues to prosecute such remedy
with reasonable diligence; provided that such extended cure period shall in no event
extend beyond sixty (60) days following the date of Pinseekers' receipt of the
written notice of default pursuant to this Section 13(a)( ..
(ii) the commencement of proceedings by or against Pinseekers in any
court under a bankruptcy act or for the appointment of a trustee or receiver of
Pinseekers; provided that, in the event such proceedings are commenced by
someone other than Pinseekers, such proceedings are not dismissed within thirty
(30) days of the filing date;
(iii) Pinseekers becoming insolvent, malting a fraudulent transfer, or
malting an assignment for the benefit of creditors;
(iv) the vacation or abandonment of all or a substantial portion of the
Subleased Premises, whether or not Pinseekers is in default of the payments of Base
Rent or Percentage Rent due under this Sublease at the time of such vacation or
abandonment, without DRA's consent. "Abandonment" for purposes of this
Section 13(a)(iv) means Pinseekers' failure, for more than one hundred eighty (180)
consecutive days, to (A) diligently prosecute the construction of the Pinseekers
Facility and the related improvements during the Early Access Period and/or
(B) engage in its usual and customary business activities on the Subleased Premises
from and after the Commencement Date;
(v) the failure of Pinseekers to discharge any mechanics lien or other
lien or encumbrance placed upon the Subleased Premises within thirty (30) days
after such lien or encumbrance is filed of record against the Subleased Premises,
except to the extent such lien or encumbrance is being contested by Pinseekers in
good faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with generally accepted accounting principles;
(vi) the failure of Pinseekers to obtain its occupancy certificate from the
City with respect to the Pinseekers Facility on or before Apil 1, 2027;
(vii) the failure of Pinseekers OpCo to enter into an operations agreement
with DRA prior to the earlier of (A) April 1, 2026, and (B) the opening of the
Pinseekers Facility to the public, which operations agreement shall, among other
things, govern and/or set forth the obligations of Pinseekers OpCo and/or DRA, as
applicable, in respect of the operation of the Pinseekers Facility and the related
improvements including, without limitation, matters such as insurance
requirements; hours of operation; liquor license(s); permitted lines of business;
financial and operation reporting requirements; audit and inspection rights;
marketing; parking lot usage and maintenance; snow removal; landscaping;
10
Page 441 of 1454
signage; general maintenance; and capital improvements (the "Operations
Agreement");
(viii) the failure of Pinseekers OpCo to comply with any term or condition
of the Operations Agreement; and
(ix) any act or omission by Pinseekers that jeopardizes or adversely
impacts any license or authorization issued by IRGC to DRA.
(b) Upon the occurrence of any Event of Default, DRA shall have the option,
in its sole discretion, to pursue any remedy available to it in law or in equity, without
releasing Pinseekers from any obligation under this Sublease, including but not limited to
the following:
(i) DRA may declare this Sublease to be terminated by providing a
written notice of such termination to Pinseekers. In such event, DRA shall be
entitled to seek a judgment against Pinseekers for the balance of the rent agreed to
be paid for the Term provided herein, plus all expenses of DRA in regaining
possession of the Subleased Premises and the reletting thereof, including
reasonable attorneys' fees and court costs;
(ii) DRA may declare this Sublease to be forfeited and shall give
Pinseekers a written notice of such forfeiture, and may, at that time, give Pinseekers
the notice to quit provided for in Chapter 648 of the Code of Iowa;
(iii) the right to enter the Subleased Premises, without termination of this
Sublease, and perform any covenant or agreement or cure any condition creating or
giving rise to an Event of Default under this Sublease, and Pinseekers shall pay to
DRA on demand, as additional rent hereunder, the amount expended by DRA in
performing such covenants or agreements or satisfying or observing such condition.
DRA may, but need not, perform such term or condition, or make good such Event
of Default, and any amount advanced shall be repaid forthwith on demand, together
with interest at the rate of 18% per annum, from the date of advance until DRA has
been reimbursed by Pinseekers for all such expenses, costs, and damages upon
demand therefor by DRA.
(c) All rights and remedies of DRA hereunder are cumulative. Accordingly,
the exercise of one or more rights or remedies shall not be taken to exclude or waive the
right to exercise any other, and all such rights and remedies may be exercised and enforced
concurrently and whenever and as often as DRA deems desirable. Nothing contained
herein shall be construed as imposing any enforceable duty upon DRA to relet the
Subleased Premises or otherwise mitigate or minimize DRA's damages by virtue of
Pinseekers' default. DRA shall not be liable in any manner, nor shall Pinseekers'
obligations hereunder be diminished, by the failure of DRA to relet the Subleased Premises
or, in the event of reletting, to collect rent. Notwithstanding anything to the contrary in
this Sublease, in the event DRA does not relet the Subleased Premises, Pinseekers shall
11
Page 442 of 1454
pay to DRA rent hereunder as it becomes due, and DRA shall not have the right to
accelerate rent or any other amounts due hereunder unless and until it relets the Subleased
Premises.
(d) No failure by DRA to insist upon strict performance of any term or
condition of this Sublease or to exercise any right or remedy available on breach of this
Sublease and no acceptance of full or partial Base Rent or Percentage Rent during the
continuance of any such breach, shall constitute a waiver of any such breach, term or
condition. No term or condition of this Sublease required to be performed by Pinseelcers
and no breach of this Sublease shall be waived, altered or modified, except by a written
instrument executed by DRA. No waiver of any breach shall affect or alter any term or
condition of this Sublease, and each such term or condition shall continue in full force and
effect with respect to any other existing or subsequent breach of this Sublease.
(e) Pinseelcers shall have the right to cure any Event of Default until the earlier
of (i) the date that DRA has provided Pinseelcers with a written notice of termination,
(ii) the date that DRA has provided Pinseekers with a written notice of forfeiture, and
(iii) the date that DRA has filed and served an action in law or in equity, in each case,
pursuant to its' rights under subsection (b) above.
14. Default by DRA; Remedies upon Default by DRA: In the event of any default
by DRA in the performance of any of its obligations or covenants under this Sublease, Pinseelcers
shall have the option to pursue any remedy available by law or equity, including, without
limitation, an action for damages (including reasonable attorneys' fees) and a termination of this
Sublease if but only if, prior to any such action Pinseelcers has provided DRA with written notice
specifying such default with particularity, and DRA shall have failed to cure such default within
thirty (30) days of its receipt of such written notice. Notwithstanding the foregoing, if such default
cannot with due diligence be remedied by DRA within such thirty (30) day period, and if DRA
commences to remedy such failure within such thirty (30) day period and thereafter prosecutes
such remedy with reasonable diligence, the period of time for remedy of such failure shall be
extended so long as DRA continues to prosecute such remedy with reasonable diligence; provided
that such extended cure period shall in no event extend beyond sixty (60) days following the date
of DRA's receipt of the written notice of default pursuant in this Section 14. Unless and until
DRA fails to so cure any default after receipt of such written notice as provided herein, Pinseelcers
shall not have any remedy or cause of action by reason of such default.
15. Nature of Relationship. The relationship created in this Sublease is a landlord -
tenant relationship, and each Party shall be liable for its own actions and shall hold the other Parties
harmless from any liability arising from the action of it or its agents or employees.
16. Compliance with Applicable Laws. Pinseekers; in the construction of the
Pinseelcers Facility and the related improvements and in the operation and management of its
businesses, shall comply with all applicable federal, state, and local laws, ordinances and
regulations.
12
Page 443 of 1454
17. Right of Intervention. DRA and the City shall have the right of, and Pinseekers
shall not oppose any such, intervention in any suit or judicial or regulatory proceeding to which
Pinseekers is a party to the extent such judicial or regulatory proceeding may affect the Subleased
Premises or the rights of either DRA and/or the City therein.
18. Discrimination. In carrying out its activities, Pinseekers shall not discriminate
against any employee or applicant for employment because of the protected classes covered by
Title 8 of the City code, as amended. Pinseekers shall take affirmative action to assure that
applicants for employment are employed and that employees are treated during employment
without regard to their membership in a protected class, as outlined in Title 8 of the City code, as
amended. Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer; rates of pay or other forms of compensation; and selection for training,
including apprenticeships. Pinseekers shall post notices setting forth the provisions of this
nondiscrimination clause on employee bulletin boards; the notices shall state that all qualified
applicants will receive consideration for employment with regard to the protected classes covered
by Title 8 of the City code, as amended.
Pinseekers agrees and will undertake whatever affirmative measures are necessary so that no
person shall, on the grounds of the protected classes covered by Title 8 of the City code, as
amended, be excluded from participation in, denied the benefits of, or be subjected to
discrimination under any program or activity associated with operation of Pinseekers or any other
operation on the Subleased Premises.
Pinseekers further agrees that the nondiscrimination provisions set forth herein shall be
incorporated into any and all third -party contracts in respect of the Subleased Premises, any
assignment of this Sublease and/or any sublease of all or any portion of the Subleased Premises.
19. Representations and Warranties.
(a) Each of Pinseekers RECo and Pinseekers OpCo represents and warrants to
DRA that (a) each of Pinseekers RECo and Pinseekers OpCo has all necessary right, power
and authority to enter into, execute, deliver and perform this Sublease, (b) neither
Pinseekers RECo nor Pinseekers OpCo has employed, engaged or hired any broker or
finder, other than Gronen Development, Inc., in connection with the transactions
contemplated by this Sublease and/or the Operations Agreement that could give rise to a
claim for a brokerage commission, finder's fee or other like payment, and (c) Pinseekers
has paid (or will promptly pay when due) any commission, finder's fee or the like owing
to Gronen Development, Inc. in connection with the transactions contemplated by this
Sublease and/or the Operations Agreement.
(b) Except for the representations and warranties expressly set forth in this
Section 19 or in the Operations Agreement, no Party makes any representation or warranty
of any kind or nature whatsoever to any other Party. Further, Pinseekers acknowledges
that: (i) the Subleased Premises is located on an island within the Mississippi River that
has been utilized for various activities throughout its history, including as a landfill, which
may give rise to special considerations or requirements in connection with the construction
13
Page 444 of 1454
of the Pinseekers Facility and the related improvements; and (ii) Pinseekers has examined
the Subleased Premises and adjacent parking lots, knows the condition of them, and accepts
them in their present condition and without any representations or warranties of any kind
or nature whatsoever by DRA.
20. Attorneys' Fees and Expenses. All costs and expenses (including reasonable
attorneys' fees) incurred by a Party as a result of any Event of Default by the other Party (whether
or not any proceeding is instituted) or otherwise in connection with any action or proceeding
affecting this Sublease or the Subleased Premises shall be paid to the non -defaulting Party
promptly upon demand to defaulting Party.
21. Amendments. This Sublease may not be amended or modified by oral agreement
or understanding between the Parties and may only be amended or modified pursuant to a written
amendment or modification duly approved and executed by each of the Parties. Notwithstanding
the foregoing, the Parties shall be required to enter into an amendment to this Sublease to the extent
necessary to comply with any requirements of IRGC, including all matters required in order to
obtain, maintain, and renew appropriate licenses required by state law.
22. Severability. If any provisions of this Sublease or any application thereof to any
person or circumstance shall be held invalid by judicial decision, the invalidity shall not affect
other provisions or applications of this Sublease that can be given effect without the invalid
provision or application, and, to this end and extent, the provisions of this Sublease are severable.
23. Notices. All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been given on the third
(3rd) day after the date mailed, by certified mail, return receipt requested and postage prepaid, to
the Parties at the following addresses (or such other address for a Party as shall be specified in a
notice given in accordance with this Section 23):
If to DRA: Dubuque Racing Association, Ltd.
Attn: Alex Dixon, President and CEO
1855 Greyhound Park Road
Dubuque, Iowa 52001
With a copy to: O'Connor & Thomas, P.C.
Attn: Tonya A. Trumm
1000 Main Street
Dubuque, Iowa 52001
If to Pinseekers: Pinseekers Dubuque RE, LLC
Pinseekers Dubuque Operations, LLC
Attn: Ryan Ranguette and William Ranguette
1050 Lillian Street, Suite 300
Waunakee, Wisconsin 53597
14
Page 445 of 1454
With a copy to: Schemmel Law, LLC
Attn: Marl-, A. Schemmel
6200 Mineral Point Road, Suite 100
Madison, Wisconsin 53705
24. Suns. Upon receipt of DRA's prior written approval, which shall not be
unreasonably withheld, Pinseekers may, at its own expense and at a time mutually agreed upon by
the Parties, install its trade name and logo on the Pinseekers Facility, subject to compliance with
all applicable zoning and other laws.
25. Holding Over. Pinseekers shall immediately surrender possession of the
Subleased Premises upon termination or expiration of the Term. If Pinseekers remains in
possession of the Subleased Premises after the termination or expiration of the Term, such
possession shall be as a month -to -month tenancy only, and Pinseekers shall be deemed to be in
default hereunder. During such month -to -month tenancy, Pinseekers shall make all payments
under the Sublease at one- hundred fifty percent (150%) of the Base Rent in effect during the last
month of the Term, and the remaining provisions of this Sublease shall otherwise be applicable.
Notwithstanding the foregoing, DRA's damages shall not be limited if Pinseekers holds over after
the termination or expiration of this Sublease.
26. Contingencies. This Sublease and the effectiveness hereof are contingent upon the
prior approval of the City Council of the City of Dubuque, Iowa, IRGC, and DRA's board of
directors. This Sublease and the effectiveness hereof are further contingent upon Pinseekers
obtaining financing for the construction contemplated hereby on or before March 1, 2025. In the
event Pinseekers is unable to obtain acceptable financing on or before March 1, 2025, Pinseekers
shall advise DRA in writing and this Sublease shall be null and void with no further obligation of
any Party.
27. Time for Performance. Time is of the essence to perform the terms and provisions
of this Sublease.
28. Recitals and Exhibits. The Recitals and exhibits references in this Sublease are
incorporated by reference and are a part of this Sublease as if fully set forth herein.
29. Entire Agreement. This Sublease, together with the Operations Agreement,
contains the entire agreement among the Parties with respect to the sublease of the Subleased
Premises, and any statements, inducements or promises not contained herein or therein, as
applicable, shall not be binding upon the Parties.
30. Counterparts. This Sublease may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall be deemed to be one and the
same agreement. A signed copy of this Sublease delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Sublease.
15
Page 446 of 1454
31. Memorandum for Recording, The Parties mutually agree that this Sublease or a
memorandum hereof may be recorded, at DRA's option, if required by the City, IRGC, and/or
DRA's lender(s).
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
16
Page 447 of 1454
IN WITNESS WHEREOF, each of the Parties has executed this Sublease Agreement as of
the date first written above.
DUBUQUE RACING ASSOCIATION, LTD.
By:
Alex Dixon, resid.-erta CEO
PINSEEKERS:
PINSEEKERS DUBUQUE RE, LLC
By.
Ryan angu tt--, re eS
PINSEEKERS DUBUQUE OPFWATIONS, LLC
By;
[7
[Signature Page to Sublease Agreement]
Page 448 of 1454
EXHIBIT A
DRA LEASED PARCEL
Lots 2 and 3 of CHAPLAIN SCHMITT ISLAND in the City of Dubuque, Iowa, according to the
Plat recorded as Instrument #2023-7679, records of Dubuque County, Iowa.
Page 449 of 1454
EXHIBIT B
SUBLEASED PREMISES
See attached,
Page 450 of 1454
LEASE EASEMENT -'Q' CASINO (24179)
A LEASE AREA LYING WITHIN PARTS OF LOT 1, LOT 2, AND LOT 3 OF CHAPLAIN SCHMITT ISLAND IN THE
CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING ATTHE NORTHEAST CORNER OF LOT 2 OF CHAPLAIN SCHMITT ISLAND AND RUNNING THENCE
SOUTH 23 DEGREES 47 MINUTES 55 SECONDS WEST ALONG THE EAST LINE OF SAID LOT 2,138.28 FEET;
THENCE SOUTH 66 DEGREES 42 MINUTES 23 SECONDS EAST, 6.00 FEET;
THENCE SOUTH 23 DEGREES 47 MINUTES 55 SECONDS WEST, 170.69 FEET;
THENCE NORTH 66 DEGREES 24 MINUTES 37 SECONDS WEST, 749,48 FEET;
THENCE NORTH 23 DEGREES 17 MINUTES 34 SECONDS EAST, 201.59 FEET TO THE NORTH LINE OF LOT 1
OF SAID CHAPLAIN SCHMITT ISLAND;
SOUTH 89 DEGREES 12 MINUTES 25 SECONDS EAST ALONG NORTH LINE SAID LOT 1, 84.00 FEET TO THE
NORTHWEST CORNER OF SAID LOT 2;
THENCE SOUTHEASTERLY ALONG SAID NORTH LINE OF LOT 2 THE FOLLOWING FIVE (5) COURSES AND
DISTANCES:
SOUTH 89 DEGREES 12 MINUTES 25 SECONDS EAST, 18.58 FEET;
SOUTH 86 DEGREES 19 MINUTES 09 SECONDS EAST, 132.77 FEET;
SOUTH 73 DEGREES 14 MINUTES 57 SECONDS EAST, 78.96 FEET;
SOUTH 68 DEGREES 22 MINUTES 13 SECONDS EAST, 384.14 FEET;
SOUTH 66 DEGREES 16 MINUTES 54 SECONDS EAST, 63.93 FEET TO SAID NORTHEAST CORNER OF LOT 2
AND THE POINT OF BEGINNING,
CONTAINING 4.90 ACRES, MORE OR LESS.
Page 451 of 1454
EXHIBIT C
OPCO SUBLEASE
See attached.
Page 453 of 1454
EXHIBIT D
CITY INSURANCE SCHEDULE
City.of Dubuque, insurance Requirements forLesseesof City Proportyxtnd RightofWay,
Licensees or Reftnitte6s
JN$lJ,RAN.GE,S,CHEDU.LE,A
1 Lesseashallfurnish a srgne.c [.certificate of I'nsuranoe. to..'the ,oltyof Dubuquo� 6wa for the,
coverage required'in Exhibit-J, prior to the lease, . 110e nso or Permit �comm6no,e,Ment All I I essoesof
—P I , 11111— 11 ... __ , ",
City propeirtymol right of way licensees or. permitfee�s,,s:halt,8ub,mit',anup.dated ceolpate,
annually. Each oertifi-cate shol I all 11 be
prepared. on the•.mostourre6f'AcbKD-,for�rapproved. bythe
lowa Insuretnop, Olyislon oranequivalent, s h 4 IJR q
t,, Each qoftlfiopte, K; �si i.rn a, te en unde.r
Desorlp I to why the. cert(floote. was Issued. Lease. Agropment: dated
Description of , Operations
.December 4, 20�.,
2., AI'lopficles,of ln%urarioe re.qul'rod hereunder shall'be wiffiIEln insuroraothorizedl - 9�do.buslrie.ss in
!Qvvoand all' J bett in, f ourrent,k-M, 0 st! - 9�,)Q nswTerg,,,sheilihaye.4re(i[ngofApr better he ',�,uldo.'
Each ,certificate shall be furnished the Finance Delpartment,of"the. C";"Ityof 00buqu'p.
4, The lessee;the .m
'greater lf'required 0,ylp ld'
the required ),Iv-9r. not other,legal, agreement, In E,,x . lb.tl Faqu,rp, Q, prov, requiredbelldeornod awolve.rofisuc, I h r e qu I r,. t
minimum coverage shall Ow Nqu,%
5; Failure to, Obtain or maIntaIn1thp.jrpquIred insurance shall "be, considered, 4 material b rpa:9 f, In
lease,, license, or permit
6, All required endorsements shall be attoched1a oertIffbate.
11 Whenev.pra specific ],$O:form!.,Is..refRronood:the,ourrent.'editl,'on' ofthe fqrmmwst,be,.used, orik*58s
an. qqu!,e must v84ent'-,'fo.TM is -"approved byJ heDireotor-of Finanq%and Budget � The, lesspe,,,l ioerisse, or
permi"t,te s identify and I , Is :n wrwriting,qlldqvlatlo - ns and exo'luslons from the- f8'Qfprm,,,
6. If lessee's;, licensee's, Q.r,ppnrnji;teefs lirrifts of 11mit
llability-a,rerequired
. Ire'd mInTmurn - s,
hIgher,thari the, requ then the lessee's�,lloenseo,'s or parmittee's , �li sagrpemenVs requiredml.ts,
9. Lessee, licensee,, or, permittee -shall require, 611 subonhtractors and-stibr-suboontraotors toobtain,
and` maintain during the performance: of'work-'Insurance for the ��coverages desc4bed In this.
Insurance Schedule and shall obtain.certifl , oates of Insurance from all ,sudh.subcontraotors,and
sLib,subcontraotors., Lessee, 'licensee or permittee agrees1hat. ItshaII',be,I!6ble,f6r tfief6ifiure, Ora.
subcontractor -and sub,subooniracfor to obtain and maintain such -coverage., The0ty- may
request a copy of sudh.certifloates from the 1`esseej licensee, orperrhittee-.
10_ Lessee, license & p.errrilttees shall be responsible,for,ded'uctibles and selfnsured, retentibn and
for payment of.,a'll policy premiums and other costs assocletedwiththe Insurance .policies
required be.low:
11, All ;certlflcafes of Insurance must Include agents name, phone number.and email --address„
12i Tha;.Clty of Dubuque reserves `the: right to require complete; certified copies: of all required
insurance. poli616s,l lndluding:�endbrsements,;,required'by , this Schedule any time..
13; The.0ity of Dubuque -reserves"the-691-A to mod Ifythese.requirements,. Including its, Jim , basedn-
,,oI
ohangesJInthe risk orotherspec.lai.ciroumstanc,)esduring the,term6f•th.e,,agreement,,,-,subjeotto:
mutual agreement .6f the parties.
Pago I Of 4 Schodul6A Lbsseep of City Property; 'Right of Way Lidehsee6 or PorM#ees.,AprII 2021
Page 454 of 1454
Ofty of [Dubuque lnsurance Requirements for'll-essees: of OltyTrQperty and RlgRoffty
11.1censeetbrPerhilftees
INSURANCE SCHEDULE A (Continued)
EXHIBIT]
A), COMMEROIAL PENIERAL UABIUTY
GenofOlAggregate QmIt 12;'0 ' OQ000
prqdpo(s:-Completed letecl,Oper4tlons! Aggregate, Limit s'
—10,06;bpo
Personal:__and Advertising lNury L[mlf 4$.1 �dbwbbi)
Each,Qc n9p, V 000"opi Occurrence Q
Fire Damage Linift. (any one occurrence)
NOd[061 Payments
1) 0overap&shall bevrittenon, an occurrence, e, h tS` q1e151TTI
Jla Oflity1orm:QG 0 ()C.11)1. or j3usiness:owners form BF vQQ2, shall '.be clearly
depfifle'd,
2) Include IScO endorsement iO25,04"L?eslgnated Locaf on() General'
ent.10,01,10atbrig t-.hOt'OOVOrpgpjs priMa(y:qnd non-tbatribotory,
4) Ii.n0ude'prasorvatilon of Governmental' tmmu6itlips,End I qsemen- tkspmp I
e
6) lfloluOe-pd.,dlt'onaJ:insured .:endorsement for:
The,CAt,y:ofDubuque, npj,'ud(hgsiljtsgIepte d and .appplhteO:offlo'iajg,,. 611(l its,
6) p , pyslq , a 11 1' r F�jglh'
911 Include W ers�E dorseMe t,
a yp. of t-tG'Re9qv,@r,frO.rrn0th rl
'ON'' U4, , EMPLOYER& U LITY a) WOftORt" 6'0MRENSAI T,
Statutory Benefits co.veri,nq,alt emp(gypeSinjpred on the job .by accidentor diseaseas,
prescribed by 1,owaJOodis-Chapter 05.
Coverage A-, 8t.ptutorvy—State.6f loyva.
Coverage, B Employers1labll)ty
1�96lh Aodenf 0 0 . 9 .0,0
each� j1E`mo1o'y;e-1b,'Iseasp 00' '0
Ppjio.y Limit-Pisepse, $600io.0P
polloy shall- IOQI woo -waives I�Ight to. Reogver from Ct.hp.,rs qndorspmpjnt-.
Coverage 0-limits shall by greater If reqw!'redby the umbrelldlex.oess-bswer.:
,OR
If, by -,I,owa:,Cpde Section �851 & Is ssep, 1 loppsep, p r pe rMitteeis not, r,equi red, W�
P , c do I P -
..r9hA§e,,W4.erV PQM.Pon at.. a-p�urpnpej the 1fpon or pe _se 4p : shall
required by-lowa-code Section 87122, Completed form must be attached
POgQ 2 of 4 6chpdUlp A Lessees of City WoOrty; Rl9htPf Why t icenseea or PormitteoS,APFH202-1
Page 455 of 1454
City of Dubuque Insurano- Requirements for Lessees of City, FropertY and. Rllght of Way
Licensees or Perrhitteds;
INSURANCE SCHEDULE A(CantinUed)
C) POLLUTION LIABILITY
Coverage requIred:, _Yes X No
Pb.11'Otio'n.,I.(ability�oo.v.6rage shall be required if the lessee, contracting party, or,perniftee
has any ' polluexposurerj exposure for,'Obatern , eht,bf haZardo.Lrs
holuding,:but not?l1mit6dtd,, petrole.Umlproddots, therernoval,of lead, asbestos, or P013s.
"shall 'al.Jto.be,covered
,.
Each 000urrbrTob,
P611oyAggfeg6ib, $41',0001000
I,), 'Pblloy to,
2) no I udb.eddltl'6hbl..Ineure.d:f6r-'
'The ,,Gitylof.Dubuque Including 0 ' ludhg'�Il 'A's elected and ap'ollhited:dfflclbl§,all Its
omp1o,'y,bes-,and.V'o(u t§1 alkits boafds o,oirimissions and%or authorities and.
their board-rnembers,.empioyees and vn�untears, Use ISO form C�,2010;
(Obgoing operatiorm) orlts. 6OUlval&rit,,,and.CG20.37(,,,,boMol6ted operbtons),,or
3), �InOlUdef PrOser.VatlOb of Governmental mftriltlekt.E0ddr§emen
4) Provide..ev.1denob of 6dverqgeJbr,5 yeam after odmp1btIbn of project:
D) PROPERTY INSURANCEREQUIRED BY LEASE'-LIQENSE, -011 PERMIT
X Ye's _No
Evidence; of -pfoperty obma'oe provld0d: X Yes
e
I nolUde the City of Dubq(fo a8ll-onder LossPayable.
E) RIGHT-OF-WAY WORK ONLY:
QMB.RELLA1EX(ZEa.,S
X, YeO No
The General LIabllIty, Automobile Llebility.,and VVQrKers,?C.'Omperisatiorf 1118urafto
requirements may be satisfied ,with'a'corh. b1nation Of primary and,Umbrella Or F=Xcesa
,,olioi,esjn61udo9Waiver 0f-8u0ro.9atlonANQPf.jmary andNon-oohtrlbUtOryl. lavovof
the, City.
FLOOD INSURANCE
,-2LYes _ No.
If Required Coverage 'Federal Flood Prograirl Maximum
Page,a Of. 4 S,chedutOALessees bf,City Property; Right ,of VVtty Wcqqsoes or PefmUeesAprW2.021
Page 456 of 1454
City of. DubuquelInsurance ReqIullreffients for 'Lessees-of.City PropertymclAIght of -Way
Licensees or Perhilftees
Please be aware that naming the.Clty of Dubuque as an additional Insured as Is -required by this
Insurance Schedule may result in the waiver of the City's governmental Immunities provided in Iowa Code
sec, 670.4. If you would like,topreserve those Immunitiesplease use ,this endor.semehtror,an equivalent
form.
PRESERVATION OF,GOVERN.MENTALIMMUNITIES ,'JENQ.0,R$EMENT
1, Nonwalver of Governmental Immunijyjhednsurer expresslyogrees,,and states that the purchase
of this,polloy and,thedncluding,of the City of Dubuque,, Iowa aian,Aadrflo'nal: Insured'does notwalve.any
of to the City c.f.DuhuqUe, Iowa undef,Code of Iowa
Section 670-Aas It -is now exists and os:ltl mayb&,amendbd fir6hii tlrnbtb',fime,
2. Ojajm8 Coverage. The Insurer further adrbes that thRpoIIby,6f'fh6Ur6nd& shall ooverohly those'.;
claims h6tsub[6dt',to, the, .defehse;bf govbrinmeritai-FimmOnIty under"t he, Code of IowaSection67Q,,,,4 as it
now exists and as.W1,nay be amended from time ;to time, Those.olal.r.ns;nOt sulceot to Code Of Iowa
Seotlon:,670,4 shall be covered by, the terms• andoondltlohs d"this Imurahod 06110y,
31 Assertion of Government Immunity, The City, of DubU.qUb,, Iowa, shall be responsible for asserting!
any defense Iffimdrity,and may do so -At anytim- eArld shall do 86 wpbnAW timely Written
request,ofth.e1haurbr.
4.. Non -Denial of-ObVerao'e The,,MsWof shell notdOny.coVe'ragd Ender -this policy arid1he-insurer
shall not deny any of1h'e'fjght§ and Mriefits 8-0'orUjhg to Gity,cf d0buq0Dubuque,Iowa ,undOfthl,§ ObIlloyfdr
"reasons of OoVerhme-ntal immunity unless and until has-fUled',fri f6v,6tbf
the-defdhs6($) of9oVernmental Imrnuhity, asserted bythe.'CitydfDubuque; Iowa,.
No Other Chahge In Pollby.. Tho aboyb.'pres'ef-Va'flon shall not othOMIse,
change i or alter'the bov6ra9b ava[WtAe under the policy
(bEPART_MENt',MANAG'ER.e FILL IN ALL BLANK, AND KOK 0., E
P09Q,4 of 4 Schedule A.Les,$e",of;Qlty Property; Rldht,PfWay IIoensoos or Pormlttees A0,01 2021
Page 457 of 1454