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Amended and Restated Lease Agreement By and Between the City Of Dubuque and RG HOSPITALITY, LLC for the Grand Harbor HotelCity of Dubuque City Council Copyrighted August 3, 2026 ITEMS SET FOR PUBLIC HEARING # 4. ITEM TITLE: Resolution Setting a Public Hearing To Consider the Amended and Restated Lease Agreement By and Between the City Of Dubuque and RG HOSPITALITY, LLC for the Grand Harbor Hotel SUMMARY: City Manager recommending City Council adopt the attached resolution setting a public hearing for August 17, 2026, on a proposed Amended and Restated Lease Agreement by and between the City of Dubuque, Iowa, and RG HOSPITALITY, LLC. RESOLUTION Setting A Public Hearing To Consider The Amended And Restated Lease Agreement By And Between The City Of Dubuque And RG Hospitality, LLC For Real Property In The City Of Dubuque, Iowa SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for DISPOSITION: August 17, 2026 ATTACHMENTS: 1. MVM Memo Setting a Public Hearing to Approve a Proposed Amended and Restated Lease Agreement RG HOSPITALITY, LLC 2. Staff Memo 3. Amended and Restated Lease Agreement 4. Notice of Hearing 5. Resolution Setting Public Hearing Page 1031 of 1281 Dubuque THE CITY OF uFA�a9a av DuBE 13 Masterpiece on the Mississippi zoo�•*o rP PP 2017202019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Setting a Public Hearing to Approve a Proposed Amended and Restated Lease Agreement by and between the City of Dubuque, Iowa, and RG HOSPITALITY, LLC DATE: July 30, 2026 Economic Development Director Jill Connors is recommending City Council adopt the attached resolution setting a public hearing for August 17, 2026, on a proposed Amended and Restated Lease Agreement by and between the City of Dubuque, Iowa, and RG HOSPITALITY, LLC. City staff informed RG Hospitality, LLC that the City would consider a lease extension if substantial investment in the property was proposed. After discussions and negotiations, the parties have developed an Amended and Restated Lease Agreement with the following key elements: 1. 50-year lease: September 1, 2026 — August 31, 2076. 2. Lessee must invest approximately $9.5 million in building improvements, equipment, furniture, and fixtures. 3. Redevelopment to Radisson Hotel brand including meeting their standards (improvements to outdoor deck, renovated water park, arcade, restaurant/bar, conference rooms, 193 rooms/suites). 4. Construction to begin by September 1, 2026 and substantial completion by September 1, 2028. 5. Initial base rent: $94,486.12 in first year with an annual escalator of 3.0%. 6. After completion or 25th month, and if exclusive parking is elected, an additional $95,136.22/year is due in addition to the base rent. 7. 10 years of tax increment financing rebates. Page 1032 of 1281 I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jill Connors, Economic Development Director Barry Lindahl, Senior Counsel 2 Page 1033 of 1281 Dubuque Economic Development Department THE CITY OF 1300 (wain street All-AM111094 Dubuque, Iowa 52001-4763 UB E vxxwi Office (563) 589-4393 1 I I TTY (563) 690-6678 I® http://www.cityofdubuque.org 2007-2012*2013 Masterpiece on the Mississippi 2017*2019 TO: Michael C. Van Milligen, City Manager FROM: Jill M. Connors, Economic Development Director SUBJECT: Setting a Public Hearing to Approve a Proposed Amended and Restated Lease Agreement by and between the City of Dubuque, Iowa, and RG HOSPITALITY, LLC DATE: July 28, 2026 INTRODUCTION This memorandum is a request for the City Council to adopt the attached resolution setting a public hearing for August 17, 2026 on a proposed Amended and Restated Lease Agreement by and between the City of Dubuque, Iowa, and RG HOSPITALITY, LLC. BACKGROUND The City of Dubuque originally entered into a Development Agreement (June 19, 2000) and Lease Agreement (June 4, 2001) with Platinum Holdings, LLC for the development of the Grand Harbor Hotel and Waterpark. Following a foreclosure action by Westdale Capital Investors 3, LP, Westdale became the successor to Platinum. RG Hospitality, LLC subsequently purchased the property at the foreclosure sale. The City Council approved the assignment of both agreements from Westdale to RG Hospitality, LLC on January 20, 2026. DISCUSSION City staff informed RG Hospitality, LLC that the City would consider a lease extension if substantial investment in the property was proposed. After discussions and negotiations, the parties have developed an Amended and Restated Lease Agreement with the following key elements: Page 1034 of 1281 1. 50-year lease: September 1, 2026 — August 31, 2076. 2. Lessee must invest approximately $9.5 million in building improvements, equipment, furniture, and fixtures. 3. Redevelopment to Radisson Hotel brand including meeting their standards (improvements to outdoor deck, renovated water park, arcade, restaurant/bar, conference rooms, 193 rooms/suites) 4. Construction to begin by September 1, 2026 and substantial completion by September 1, 2028. 5. Initial base rent: $94,486.12 in first year with an annual escalator of 3.0%. 6. After completion or 25t" month, and if exclusive parking is elected, an additional $95,136.22/year is due in addition to the base rent. 7. 10 years of tax increment financing rebates. RECOMMENDATION I recommend that the City Council adopt the attached resolution to set a public hearing for August 17, 2026, to consider the proposed Amended and Restated Lease Agreement by and between the City of Dubuque and RG Hospitality, LLC. F, Page 1035 of 1281 AMENDED AND RESTATED LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND RG HOSPITALITY, LLC THIS AMENDED AND RESTATED LEASE AGREEMENT (the "Lease") is dated for reference purposes as of the 17th day of August, 2026, by and between the CITY OF DUBUQUE, IOWA, a municipal corporation (Lessor), and RG HOSPITALITY, LLC, a South Dakota limited liability company (Lessee). WHEREAS, Platinum Holdings, LLC and the City of Dubuque entered into a certain Development Agreement dated June 17, 2000 (the "Development Agreement") and Lease Agreement dated June 4, 2001 (the Original Lease Agreement) for the real estate legally described as: LOT 1 RIVERWALK 4TH ADD (the Property); and WHEREAS, there is a Hotel and Water Park located on the Property (the Building); and WHEREAS, the Building was purchased by Lessee; and WHEREAS, the Development Agreement and Original Lease Agreement have been assigned to Lessee; and WHEREAS, Lessor and Lessee now desire to terminate the Development Agreement and amend and restate the Original Lease Agreement; and WHEREAS, Lessee will undertake the redevelopment of the Building located on the Property; and WHEREAS, Lessee will operate the Building as the same during the term of this Lease; and 07232026ba1 Page 1036 of 1281 WHEREAS, Lessee will make an additional capital investment in Building improvements, equipment, furniture and fixtures in the Building; and WHEREAS, in furtherance of the objectives of the Urban Renewal Act, Lessor has undertaken an Urban Renewal Project as described herein to advance the community's ongoing economic development efforts; and WHEREAS, the Property is located in the Greater Downtown Urban Renewal District (the District) which has been so designated by Lessor Council Resolution 140-25 as a slum and blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal Law); and WHEREAS, as of the date of this Agreement there has been prepared and approved by Lessor an Urban Renewal Plan for the Project Area consisting of the Urban Renewal Plan for the Greater Downtown Urban Renewal District, approved by the Lessor Council of Lessor on May 18, 1967, and as subsequently amended through and including the date hereof (the Urban Renewal Plan) attached hereto as Exhibit A; and WHEREAS, a copy of the Urban Renewal Plan, as constituted on the date of this Agreement, has been recorded among the land records in the office of the Recorder of Dubuque County, Iowa and is on file with the Lessor of Dubuque Lessor Clerk; and WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on April 21, 2025, Lessor has the authority to enter into contracts and agreements to implement the Urban Renewal Plan, as amended; and WHEREAS, Lessor believes that the development of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of Lessor and in accord with the public purposes and provisions of the applicable federal, state and local laws and the requirements under which the Project has been undertaken and is being assisted; and WHEREAS, Lessor and Lessee now desire to amend, restate, and update the Original Lease Agreement in order to (i) amend certain terms and provisions thereof and ii) delete the provisions thereof that are no longer applicable. NOW, THEREFORE, Lessor and Lessee, in consideration of the mutual covenants and conditions set forth herein, agree as follows: Page 1037 of 1281 SECTION 1. DEMISE AND TERM 1.1 Demise and Term. In consideration of the rents hereinafter reserved and the terms, covenants, conditions and agreements set forth in this Lease, Lessor hereby leases to Lessee the Property and subject to any easements and restrictions of record (the "Demised Premises"), to have and to hold for an initial term commencing as of September 1, 2026 and ending at midnight on the 31 st day of August, 2076 (the "Term"), subject to all of the terms, covenants, conditions and agreements contained herein. 1.2 Minimum Improvements. Lessee shall construct the Minimum Improvements in the time and manner required by the Development Agreement. Required Minimum Improvements. Lessee shall make a total capital investment of approximately Nine Million Five Hundred Dollars ($9,500,000.00) in building improvements, equipment, furniture and fixtures in the Property (the Minimum Improvements) as detailed in the Project Budget in Exhibit H. It is anticipated that the Minimum Improvements will be a completely transformative redevelopment of the hotel into a Radisson Hotel, following the Radisson brand standards; including but not limited to an outdoor deck, renovated indoor water park, arcade, restaurant/bar, updated conference rooms and approximately 193 upscale rooms/suites. 1.3 Timing of Improvements. Lessee hereby agrees that construction of the Minimum Improvements on the Property shall be commenced on or before September 1, 2026, and shall be substantially completed by September 1, 2028. 1.4 Plans for Construction of Minimum Improvements. Prior to project commencement, Lessee shall submit to Lessor all building plans and specifications, and related documents with respect to the Minimum Improvements to be constructed by Lessee on the Property (the "Construction Plans"). Lessor shall promptly review all Construction Plans submitted and approve or disapprove such Construction Plans which approval shall not be unreasonably withheld, conditioned or delayed. The Construction Plans shall be in conformity with Urban Renewal Plan, this Agreement, and all applicable state and local laws and regulations. All work with respect to the Minimum Improvements shall be in substantial conformity with the Construction Plans approved by Lessor. 1.5 Certificate of Completion. Promptly following the request of Lessee upon completion of the Minimum Improvements, Lessor shall furnish Lessee with an appropriate instrument so certifying. Such certification (the "Certificate of Completion") shall be in the form attached hereto as Exhibit B recordable form and shall be a conclusive determination of the satisfaction or waiver and termination of Lessee's agreements, Page 1038 of 1281 covenants, and obligations in this Agreement with respect to the obligations of Lessee to construct the Minimum Improvements. 1.6 Security Cameras. Lessee shall install security cameras on the exterior of all buildings on the Property and register said cameras with the "Secure Dubuque Personal Surveillance System" described at s:/,�Ji SECTION 2. RENT Lessee shall pay Lessor (in addition to taxes, assessments, and other charges required to be paid under this Lease by Lessee) rent for the Demised Premises as follows: 2.1 Rent. Lessee shall pay Lessor, in addition to taxes, fees (including but not limited to storm water fees), rates, charges, levies, assessments, and all other charges required to be paid under this Lease by Lessee, annual rent ("Rent") in the amount of $ 94,486.12 payable in twelve equal monthly payments of $ 7,873.84, due in advance on the first day of each month during construction for a time period of no longer than 24 months from closing on this Lease Agreement. 2.2 Beginning upon issuance of the Certificate of Occupancy after completion of the Minimum Improvements or upon the 25th month of the Term, whichever occurs first, Lessee shall pay Lessor, in addition to taxes, fees (including but not limited to storm water fees), rates, charges, levies, assessments, and all other charges required to be paid under this Lease by Lessee, rent per acre per year, ("Rent") twelve equal monthly payments, due in advance on the first day of each month thereafter as follows: The Property (Exhibit C): $ 43,342.25 per acre per year (2.18 Acres) for a total annual payment of $ 94,486.12 payable in twelve equal monthly payments of $7,873.84. The Parking Area (Exhibit D): $21,671.12 per acre per year (4.39 Acres) for a total annual payment of $95,136.22 payable in twelve equal monthly payments of $7,928.02. Provided, however, that the Rent for the Parking Area shall not commence unless Lessee elects to exercise its right for exclusive use of the Parking Area under Section 12.1 of this Agreement by delivering written notice of such election to the City Manager. In the event of such election, the Rent for the Parking Area shall commence on the 1st day of the first month following such election. 2.3 Rent Adiustment. The Rent for each year of the Term, beginning on the first anniversary date of the Commencement Date and continuing on each subsequent anniversary date thereof, shall be determined by multiplying the Rent in effect immediately prior to the applicable anniversary of the Commencement Date by three per Page 1039 of 1281 cent (3.0%) and then adding the resulting product to the Rent in effect immediately prior to the applicable anniversary date. 2.4 Payments to Lessor. All invoice payments required by this Lease shall be made payable to "The Lessor of Dubuque, Iowa" and delivered to the City of Dubuque Finance Department, City Hall. Any payments due not paid in full by the due date shall be subject to the lesser of the maximum interest provided by law or the following rates: • 1 % per month SECTION 3. TITLE TO IMPROVEMENTS AND TRADE FIXTURES 3.1 Trade Fixtures. For the purposes of this Lease, "Trade Fixtures" shall mean all of Lessee's personal property located on the Demised Premises used in Lessee's business. Title to Lessee's trade fixtures (the "Trade Fixtures") is and shall be the sole and exclusive property of Lessee during the term of this Lease and shall remain the sole and exclusive property of Lessee after the expiration or termination of this Lease, for whatever reason. Lessor acknowledges and understands that it shall have no right, title or interest in or to Lessee's Trade Fixtures either during the term of this Lease, or thereafter (except as hereinafter provided). Lessor acknowledges and agrees that Lessee shall have the right to encumber, sell, or hypothecate Lessee's Trade Fixtures, to remove them from the Demised Premises, or to otherwise deal with all or any portion of such Lessee's Trade Fixtures, at Lessee's sole discretion. Upon ten (10) days' prior written notice to Lessor, Lessor shall execute and deliver to Lessee a certificate in recordable form prepared by Lessee stating that Lessor has no interest or right in or to Lessee's Trade Fixtures, as well as any other or further document which Lessee may reasonably request from Lessor. 3.2 Minimum Improvements. On delivery of possession of the Demised Premises to Lessee, Lessee shall construct on the Demised Premises the Minimum Improvements as required by Section 1.2 of this Lease. Subject to applicable law and the obligations imposed on Lessor as a governmental entity, Lessor agrees to process as expeditiously as possible all permits, variances and approvals reasonably required to develop and construct the Minimum Improvements on the Demised Premises. All existing improvements presently on the Demised Premises (Existing Improvements) in addition to all of the Minimum Improvements hereafter constructed on the Demised Premises, collectively defined as (the Improvements) are and shall be the property of Lessee during the continuance of the term of this Lease and no longer. All of Lessee's right, title, and interest therein shall cease and terminate, and title to the Improvements shall vest in Lessor, and the Improvements or the part thereof then within the Demised Premises shall be surrendered by Lessee to Lessor. No further deed or other instrument shall be necessary to confirm the vesting in Lessor of title to the Improvements. However, upon Page 1040 of 1281 any termination of this Lease, Lessee, upon request of Lessor, shall execute, acknowledge and deliver to Lessor a quitclaim deed confirming that all of Lessee's right, title and interest in or to the Improvements have expired, and that title to the Improvements has vested in Lessor. SECTION 4. LESSOR PARTICIPATION 4.1 Economic Development Grants to Lessee. For and in consideration of Lessee's obligations hereunder, and in furtherance of the goals and objectives of the urban renewal plan and the Urban Renewal Law, Lessor agrees, subject to Lessee being and remaining in compliance with the terms of this Agreement, to make twenty (20) consecutive semi- annual payments (such payments being referred to collectively as the Economic Development Grants) to Lessee: November 1, 2030 May 1, 2031 November 1, 2031 May 1, 2032 November 1, 2032 May 1, 2033 November 1, 2033 May 1, 2034 November 1, 2034 May 1, 2035 November 1, 2035 May 1, 2036 November 1, 2036 May 1, 2037 November 1, 2037 May 1, 2038 November 1, 2038 May 1, 2039 November 1, 2039 May 1, 2040 pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a portion of the tax increment revenues collected by Lessor under Iowa Code Section 403.19 (without regard to any averaging that may otherwise be utilized under Iowa Code Section 403.19 and excluding any interest that may accrue thereon prior to payment to Lessee) during the preceding six-month period in respect of the Minimum Improvements constructed by Lessee (the Lessee Tax Increments). For purposes of calculating the amount of the Economic Development Grants provided in this Section, the Lessee Tax Increments shall be only those tax increment revenues collected by Lessor in respect of the increase in the taxable value of the Property and the Building above the assessment of January 1, 2026 ($8,170,900.00). The Lessee Tax Increments shall not include (i) any property taxes collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the regular and voter -approved physical plant and equipment levy, (iii) any taxes for the instructional support levy, (iv) any tax increment revenues collected by Lessor in respect of the Baseline Valuation of the Property and the Building during the term of this Agreement and (v) any other portion required to be excluded by Iowa law, Page 1041 of 1281 and thus such incremental taxes will not include all amounts paid by Lessee as regular property taxes. (1) To fund the Economic Development Grants, Lessor shall certify to the County prior to December 1, 2028, its request for the available Lessor Tax Increments resulting from the assessments imposed by the County as of January 1 of that year and each year thereafter until December 1, 2045 to be collected by Lessor as taxes are paid during the following fiscal year and which shall thereafter be disbursed to Lessee on November 1 st and May 1 st of that fiscal year. (Example: upon Lessor's certification in December, 2028, the Economic Development Grants in respect thereof would be paid to Lessee on November 1, 2030, and May 1, 2031.) (2) The Economic Development Grants shall be payable from and secured solely and only by the Lessee Tax Increments paid to Lessor that, upon receipt, shall be deposited and held in a special account created for such purpose and designated as the RG HOSPITALITY, LLC TIF Account of Lessor. Lessor hereby covenants and agrees to maintain its TIF ordinance in force during the term hereof and to apply the incremental taxes collected in respect of the Minimum Improvements and allocated to the RG HOSPITALITY, LLC TIF Account to pay the Economic Development Grants, as and to the extent set forth in Section 3.1 hereof. The Economic Development Grants shall not be payable in any manner by other tax increments revenues, or by general taxation or from any other Lessor funds. Lessor makes no representation with respect to the amounts that may be paid to Lessee as the Economic Development Grants in any one year and under no circumstances shall Lessor in any manner be liable to Lessee so long as Lessor timely applies the Lessee Tax Increments actually collected and held in the RG HOSPITALITY, LLC TIF Account (regardless of the amounts thereof) to the payment of the Economic Development Grants to Lessee as and to the extent described in this Section. (3) Lessor shall be free to use any and all tax increment revenues collected in respect of other properties within the Project Area and the remaining actual amount of the property taxes paid by Lessee to Lessor, or any available Lessee Tax Increments resulting from the termination of the annual Economic Development Grants under Section 3.1 hereof, for any purpose for which such tax increment revenues may lawfully be used pursuant to the provisions of the Urban Renewal Law, and Lessee shall have no obligations to Lessor with respect to the use thereof. Page 1042 of 1281 4.2 Non-appropriation/Limited Source of Funding. Notwithstanding anything in this Agreement to the contrary, the obligation of Lessor to pay any installment of the Economic Development Grant shall be an obligation limited to currently budgeted funds, and not a general obligation or other indebtedness of Lessor or a pledge of its full faith and credit under the meaning of any constitutional or statutory debt limitation, and shall be subject in all respects to the right of non -appropriation by the City Council as provided in this Section 4.2 Lessor may exercise its right of non -appropriation as to the amount of the installments to be paid during any fiscal year during the term of this Agreement without causing a termination of this Agreement. The right of non -appropriation shall be exercised only by resolution affirmatively declaring Lessor's election to non -appropriate funds otherwise required to be paid to Lessee in the next fiscal year under this Agreement. (1) In the event the City Council elects to not appropriate sufficient funds in the budget for any future fiscal year for the payment in full of the installments on the Economic Development Grant due and payable in that fiscal year, then: (i) Lessor shall have no further obligation to Lessee for the payment of all installments due in the next fiscal year which cannot be paid with the funds then appropriated for that purpose; and, (ii) Lessee shall be released from all further obligations under this Agreement during that same fiscal year. (2) Each installment of the Economic Development Grant shall be paid by Lessor solely from funds appropriated for that purpose by the Lessor Council from taxes levied on the Property that are allocated to the special fund pursuant to Iowa Code (2013) § 403.19(2). (3) The right of non -appropriation reserved to Lessor in this Section 11.5 is intended by the parties, and shall be construed at all times, so as to ensure that Lessor's obligation to pay future installments on the Economic Development Grants shall not constitute a legal indebtedness of Lessor within the meaning of any applicable constitutional or statutory debt limitation prior to the adoption of a budget which appropriates funds for the payment of that installment or amount. In the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to create, or result in the creation of, such a legal indebtedness of Lessor, the enforcement of the said provision shall be suspended, and the Agreement shall at all times be construed and applied in such a manner as will preserve the foregoing intent of the parties, and no event of default shall be deemed to have occurred as a result thereof. If any provision of this Agreement or the application thereof to any circumstance is so suspended, the suspension shall not affect other provisions of this Agreement which can be given effect without Page 1043 of 1281 the suspended provision. To this end the provisions of this Agreement are severable. (4) Developer acknowledges and agrees that the State of Iowa retains the authority to amend, modify, or repeal laws governing property tax, tax increment financing (TIF), and any related rebate mechanisms. City makes no representations or warranties regarding the continuation of current state law or the availability of rebates in their present form. In the event that any legislative or regulatory action by the State of Iowa alters or limits the availability, calculation, distribution, or administration of rebates, City shall have no obligation to compensate Developer for any resulting reduction, loss, or elimination of rebates. Developer assumes all risk associated with potential changes to applicable state law. SECTION 5. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST 5.1 Lessee's Right to Encumber Leasehold Interest. Lessee may not encumber by mortgage, deed of trust or other financial instrument, the Demised Premises or the Improvements without the prior written consent of the Lessor. If Lessee requests consent to encumber by mortgage, deed of trust or other proper instrument, its leasehold interest and estate in the Demised Premises, together with all Improvements on the Demised Premises, as security for any indebtedness of Lessee, provided that no such encumbrance shall extend beyond the term of this Lease. Lessee shall provide prompt written notice to Lessor of any such encumbrance together with a copy of such encumbrance. In the event of any judicial or nonjudicial foreclosure under any mortgage, deed of trust or other similar instrument made by Lessee covering its leasehold interest in the Demised Premises, Lessor shall, upon such foreclosure or sale, recognize the purchaser thereunder as lessee under this Lease, provided such purchaser expressly agrees in writing to be bound by the terms of this Lease. Lessee may not encumber by mortgage, deed of trust or other financial instrument, the Demised Premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessee may not encumber by mortgage, deed of trust or other financial instrument, the Demised Premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. 5.2 Notice to Holder of Encumbrance-, Right of Holder to Cure Lessee's Default. Lessee shall encumber its leasehold interest and estate in the Demised Premises and if Lessee, or the holder of the indebtedness, its successors and/or assigns (the Holder) secured by the encumbrance shall give notice to Lessor within 30 days thereafter of the existence of the encumbrance and the address of the Holder, then Lessor shall mail or Page 1044 of 1281 deliver to the Holder, at such address, a duplicate copy of all notices in writing which Lessor may, from time to time, give or serve on Lessee under and pursuant to the terms and provisions of this Lease. The copies shall be mailed or delivered to the Holder at, or near as possible to, the same time the notices are given to or served on Lessee. The Holder may, at its option, at any time before the rights of Lessee shall be terminated as provided in this Lease, pay any of the rents due under this Lease or pay any taxes and assessments, or do any other act or thing required of Lessee by the terms of this Lease, or do any act or thing that may be necessary and proper to be done in the observance of the covenants and conditions of this Lease or to prevent the termination of this Lease; provided, however, that the doing of any act or thing requiring possession of the Demised Premises shall be subject to the further rights of Holder as set forth in Section 17 of this Lease. All payments so made and all things so done and performed by the Holder shall be effective to prevent a foreclosure of the rights of Lessee thereunder as the same would have been if done and performed by Lessee. SECTION 6. COVENANTS OF DEVELOPER 6.1 Conflict of Interest. Lessee agrees that no member, officer or employee of Lessor, or its designees or agents, nor any consultant or member of the governing body of Lessor, and no other public official of Lessor who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision -making process or gain insider information with regard to the Project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project, or in any activity, or benefit therefrom, which is part of the Project at any time during or after such person's tenure. In connection with this obligation, Lessee shall have the right to rely upon the representations of any party with whom it does business and shall not be obligated to perform any further examination into such party's background. 6.2 Non -transferability: Permitted Transfers. Until such time as the applicable Minimum Improvements are complete, except as provided in this Section, this Agreement may not be assigned by Lessee nor may the Property be transferred by Lessee to another party without the prior written consent of Lessor, which consent shall not be unreasonably withheld; provided, that, Lessee may without the Lessor's consent, assign this Agreement to an affiliate of Lessee under common ownership or control (provided such affiliate agrees to assume in writing the obligations of Lessee hereunder); and provided further, that Lessee may collaterally assign this Agreement to its mortgage lender as may be required to secure financing for the Minimum Improvements. For the avoidance of doubt, this Agreement and the incentives included within this Agreement may be transferred Page 1045 of 1281 upon sale of the Property without the consent of Lessor following completion of the Minimum Improvements as evidence by a Certificate of Completion. 6.3 Restrictions on Use. Lessee agrees for itself, its successors and assigns, and every successor in interest to the Property or any part thereof that they and their respective successors and assigns, shall devote the Property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan (and Lessor represents and agrees that, use of the Property as described in this Agreement is in full compliance with the Urban Renewal Plan). SECTION 7. TAXES 7.1 Lessee agrees to pay to Lessor as additional rent an amount equal to real estate taxes upon the real estate of the Demised Premises that accrue during the Term of this Lease (including taxes accrued during the Term but not due and payable until after the Term), upon receipt of a statement from Lessor, accompanied with all statements from any other taxing authority verifying the amount of such accrued taxes. 7.2 During the Term of this Lease, Lessee further agrees to pay all other taxes, fees, rates, charges, levies, general assessments and special assessments for which Lessor is entitled to impose under statute or ordinance due to the actions or inactions of Lessee, of every name, nature and kind, whether now known to the law or hereafter created which may be taxed, charged, assessed, levied or imposed upon the real estate of the Demised Premises and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, any buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed upon the leasehold estate hereby created and upon the real estate of the Demised Premises during the Term hereof and which become payable during the term hereof and which would become delinquent if not so paid during the Term hereof, and all such taxes, fees, rates, charges, levies and assessments shall be paid by Lessee as they become due and before they become delinquent during the Term hereof. 7.3 Lessee agrees to timely pay all taxes, fees, assessments or other public charges levied or assessed by lawful authority (but reasonably preserving Lessee' s rights of appeal) against its personal property on the Demised Premises, during the Term of this Lease. 7.4 Nothing herein shall require Lessee to pay any of Lessor's income taxes, surtaxes, excess profit taxes or any taxes on the rents or other amounts reserved or paid to Lessor hereunder. Page 1046 of 1281 7.5 Lessee shall at all times have the right to challenge or contest in good faith, in any proper proceedings, in the name of Lessor if necessary, the amount, valuation, payment or satisfaction of any such taxes, fees, assessments, rates, charges or levies so agreed to be paid by Lessee if the amount, valuation or validity thereof, or the right to assess or levy the same against or collect the same from said Demised Premises or Lessee's improvements, shall be disputed, and Lessor shall provide reasonable cooperation in support of any such challenge or contest by Lessee unless Lessor is the entity imposing such taxes, fees, assessments, rates, charges or levies. Upon the conclusion of any such suit or proceedings Lessee shall promptly pay and satisfy such disputed tax, fee, assessment or other charge as finally determined, together with all expenses, costs and attorneys' fees whatsoever incurred in connection therewith. SECTION 8. REPAIRS 8.1 Lessee shall at all times during the term of this Lease, at Lessee's own costs and expense, keep the Demised Premises and the Improvements thereon, and all sidewalks, curbs, and all appurtenances to the Demised Premises, in good order, condition and repair, casualties and ordinary wear and tear excepted and in full compliance with the Radisson brand standards. Representatives of Choice Hotels (Radisson brand) will provide inspections not less than once a year, to inspect the hotel inside -out, including public space, food and beverage outlets, as well as the waterpark, Lessee shall keep and maintain the Demised Premises and all Improvements in a condition consistent with other similarly classed operations. Lessee shall keep the Demised Premises in such condition as may be required by law and by the terms of the insurance policies furnished pursuant to this Lease, whether or not such repair shall be interior or exterior, and whether or not such repair shall be of a structural nature. Upon reasonable notice to Lessee, Lessor may, at its discretion and at its cost, conduct an annual inspection of the Demised Premises to determine Lessee's compliance with this Article 6. 8.2 Lessor reserves a right of access to the levee and floodwall at all times with reasonable advance notice to Lessee for Lessor's operation and maintenance of the levee and floodwall, provided that Lessor shall make reasonable efforts not to interfere with Lessee's operations accept as described in Article 9. SECTION 9. COMPLIANCE WITH LAW 9.1 Non -Discrimination. In carrying out the project, Lessee shall not discriminate against any guest, employee or applicant for employment because of age, color, familial Page 1047 of 1281 status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. 9.2 Legal Compliance. Lessee is responsible for compliance with all applicable laws, statutes, rules, regulations, and ordinances which may apply to the performance of Lessee's obligations under this Agreement, including but not limited to the laws outlined in Exhibit E, and hereby represents and warrants that Lessee is in compliance with the same as of the Commencement Date and further represents that during the Term Lessee will remain in compliance. Lessee shall require all contractors and subcontractors providing services under this Agreement shall also certify compliance with this Section. 9.3 Lessee further represents and warrants that Lessee will obtain all necessary business permits and licenses that may be required to carry out the obligations pursuant to this Agreement, including any permits and licenses that might be required by the state or locality in which Lessee performs the Services, and Lessee agrees to maintain, at Lessee's sole expense, such required permits and licenses for the duration of the term(s) of this Agreement. SECTION 10. ALTERATIONS 10.1 Lessee shall have the right, with Lessor's prior written consent which consent shall not be unreasonably withheld or delayed for any such alteration, addition, or modification that exceeds Fifty Thousand and 00/100 Dollars ($50,000.00) in cost, at Lessee's expense, from time to time during the term of this Lease to make any alteration, addition or modification to the Demised Premises or the Improvements thereon. SECTION 11. USE OF DEMISED PREMISES 11.1 Lessee shall operate the Improvements for the purposes outlined in Section 1.2 of this Lease and shall not knowingly use or allow the Demised Premises or any buildings or the Improvements thereon or any appurtenances thereto, to be used or occupied for any unlawful purpose or in violation of any certificate of occupancy. Lessee shall not suffer any act to be done or any condition to exist within the Demised Premises or in any Improvement thereon, or permit any article to be brought therein, which is dangerous, unless safeguarded as required by law, or which, in law, constitute a nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. 11.2 Lessee agrees that at least seventy-five percent (75%), or not less than one hundred ninety-three (193) rooms, of the hotel shall be reserved for group room reservations provided such group room reservations are made with the Lessee at least Page 1048 of 1281 one (1) year in advance. For purposes of this Agreement, a suite shall be deemed to be one (1) room. 11.3 Lessee further agrees that the Demised Premises shall be used only for a hotel and no other purposes without the prior written consent of Lessor. Lessee shall not store materials, equipment, supplies or any other product or item outdoors without the prior written consent of the Lessor. 11.4 Utility Easements. Lessor reserves unto itself a 20' wide easement around the existing utilities and the right, at its sole cost and expense, to construct, reconstruct, maintain, improve, expand, operate, repair and remove through, under, and across the Demised Premises the existing utilities as shown on Exhibit F. Lessee shall not erect any structures or Improvements over the easement area without first obtaining the prior written approval of the Lessor, which shall not be unreasonably withheld or delayed. By executing this Lease, Lessor hereby consents to any existing structure now in place and grants Lessee written approval to construct or install the Improvements in Section 1.2. 11.5 Prior to any construction over or within 30 feet from the Lessor water main, Lessee shall provide Lessor with a licensed engineer's report reasonably acceptable to Lessor showing that such construction will not cause any damage to the water main. Lessor agrees to cooperate with Lessee in its preparation of any engineer's report by providing Lessee, upon request, with all available information and Lessor design standards concerning the water main. Lessee shall be responsible for the maintaining of any structure or Improvement constructed over the water main and any damage to the water main which results from said construction. Lessor, its agents or contractors, shall at all times upon reasonable notice of not fewer than two (2) weeks to Lessee, or such shorter period of notice as is reasonable possible in the event of an emergency as determined by the Lessor, have free access to and egress from and over the Demised Premises to maintain or repair the water main, provided that Lessor shall make all reasonable efforts no to interfere with Lessee's operations on the Demised Premises. SECTION 12. PARKING 12.1 Parking Area. During the Term of this Lease, Lessor shall provide a surface lot for vehicular parking in the areas designated on Exhibit D (the Parking Area) for the non-exclusive use by Lessee, and its guests, vendors, suppliers and employees, unless Lessee elects to exercise its right for exclusive use of the Parking Area by delivering written notice of such election to the City Manager. The Parking Area shall include pedestrian access and vehicular access to the Parking Area. Lessor and Lessee agree that the Parking Area shall include a minimum of 290 parking spaces to the west Page 1049 of 1281 of the Building. Lessee shall not install signage to the effect that parking is exclusive to hotel guests unless and until Lessee exercises its right for exclusive use of the Parking Area. 12.2 Lessee shall be responsible for all routine day to day custodial maintenance of the Parking Area during the Term of this Agreement, including, without limitation, sweeping, trash collection, landscape trimming, snow removal and clearing of ice from the Parking Area. Lessor shall be responsible, at no cost to Lessee, for the replacement, repair and other maintenance associated with the Parking Area, including, without limitation, the repair, replacement and maintenance of surface potholes, surface reconstruction and restoration, landscape replacements, parking space striping and re -caulking of the parking area. Lessee, and its guests, vendors, suppliers and employees, shall at all times have reasonable access to the Parking Area and Lessor shall keep the Parking Area reasonably clear at all times in order that Lessee, and its guests, vendors, suppliers and employees, may use the Parking Area. Lessor shall be responsible for obtaining and maintaining all necessary permits for the construction and operation of the Parking Area, including all necessary permits to allow the collection, retention and discharge of stormwater. 12.3 Hold Over Vehicles. Any unauthorized vehicles using the Parking Area may be removed by Lessee at any time by any lawful means. 12.4 Rental. No additional consideration shall be due Lessor from Lessee for the use of the Parking Area pursuant to this Agreement if the Parking Area remains non-exclusive. The parties agree that full and adequate consideration for the obligations undertaken by Lessor pursuant to this Lease has been provided by the obligations undertaken by Lessee pursuant to the Development Agreement. 12.5 Reciprocal Covenants. Lessee covenants and agrees that Lessor shall have no responsibility for or liability arising from any release of a Hazardous Substance (as defined in the Development Agreement) on or under the Parking Area, which is caused by Lessee, or its guests, vendors, suppliers, or employees. Lessor agrees that Lessee shall not have any responsibility for any Hazardous Substances existing or found on or under the Parking area (except for Hazardous Substances deposited by Lessee or its agents or assigns). There shall be a rebuttable presumption that any Hazardous Substances found on or under the Parking area were not deposited by Platinum. Except for Hazardous Substances released or deposited by Lessee or its agents or assigns on the Parking Area, Lessor shall retain any legal responsibility or liability, subject to available defenses, Lessor may have under law for any Hazardous Substances existing, located or found on or under the Parking Area. This retained responsibility and duty includes the duty to assess, remove and remediate any Hazardous Substances on or affecting the Parking Area as ordered by a state or federal agency, subject to the Page 1050 of 1281 availability of a comfort letter. This provision shall not inure to the benefit of third parties and shall not be interpreted to enlarge any liabilities owed by Lessor or to require Lessor to absorb any duties, responsibilities or liabilities that it does not already have for any Hazardous Substances existing, located or found on or under the Parking Area. To the fullest extent allowed by law, Lessor agrees to indemnify Lessee for reasonable costs and expenses associated with responding to any legally enforceable order regarding Hazardous Substances from any governmental agency or court with proper jurisdiction to the extent that the City, after Lessee has given reasonable notice of the governmental order to the City, does not timely and reasonably respond to said inquiry or order and if Lessee allows full access to the Parking Area as necessary, as provided herein. The City's right of appeal and negotiation are not waived by the foregoing and the filing of an appeal or negotiation with the governmental agency are considered timely and reasonable response. However, Lessor agrees to indemnify Lessee for any penalties and fines Lessee incurs as a result of any such appeal or negotiation. Lessor shall minimize any disruption and will not materially or unreasonably restrict or interfere with the use of the Parking Area by Lessee or its guests, vendors, suppliers or employees. In the event Lessor restricts or interferes with the use of any part of the Parking Area, Lessor shall provide Lessee, and its guests, vendors, suppliers and employees, with access to reasonably comparable parking within a close proximity of the Project for the period of time that the portion of the Parking Area is not available. SECTION 13. INSURANCE 13.1 Lessee shall provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and at its sole cost and expense builder's risk insurance, written on a completed value in an amount equal to one hundred percent (100%) of the replacement value of the Minimum Improvements, naming Lessor as a named insured and lender loss payable. Coverage shall include the "special perils" form and Lessee shall furnish Lessor with proof of insurance in the form of a certificate of insurance. If the builder's risk policy purchased includes "soft costs" associated with this project, the limit for that coverage will be at the sole discretion of the contractor. The City of Dubuque, Owners, Contractors, Subcontractors, and Sub -Subcontractors shown as additional named insureds are only additional named insured with respect to their interest in the Covered Property at the premises shown in the declarations. The term "replacement cost" shall mean the actual replacement cost of the building with Minimum Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be reasonably determined from time to time at the request of City, but not more frequently than once every three (3) years. Page 1051 of 1281 13.2 Lessee shall provide and maintain during the Term of this Lease insurance as set forth in the Lessor s Standard Insurance Schedule for Lessees of Lessor Property (Exhibit G). The insurance coverage limits in such uniform, standardized schedule may from time to time be reasonably amended. The Insurance Schedule is attached to this Lease as Insurance Schedule A. Lessor shall provide written notice of any rate limit amendment to the Insurance Schedule not less than sixty days prior to the effective date of such amendment. 13.3 Lessee shall maintain, or cause to be maintained, at its cost and expense (and from time to time at the reasonable request of shall furnish proof of such insurance), property insurance against loss and/ or damage to improvements under an insurance policy written on the Special Perils Form in an amount not less than the full insurable replacement value of the Improvements. The term " replacement value" shall mean the actual replacement cost of the Improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and shall be determined from time to time at the reasonable request of , but not more frequently than once every three years, and paid for by Lessee. 13.4 Lessee agrees to notify Lessor immediately in the case of damage exceeding $250,000.00 in amount to, or destruction of, Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance ("Net Proceeds"), shall be paid directly to Lessee, and Lessee shall forthwith repair, reconstruct and restore the Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Lessee shall apply the Net Proceeds of any insurance relating to such damage received by Lessee to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property. 13.5 Lessee shall complete the repair, reconstruction and restoration of Improvements, whether or not the Net Proceeds of insurance received by Lessee for such purposes are sufficient. SECTION 14. LESSOR'S WARRANTIES AND REPRESENTATIONS 14.1 Lessor's Representation of Good Title. Lessor covenants and warrants that Lessor is lawfully seized in possession of the Demised Premises, shall take all necessary steps to acquire fee simple title to the Demised Premises as required by law, and that it has full right and authority to enter into this Lease for the full term hereof, and covenants and Page 1052 of 1281 agrees that upon paying the rent provided for herein, and upon Lessee's performing the covenants and agreements of this Lease required to be performed by said Lessee, that it will have, hold and enjoy quiet possession of the Demised Premises. Lessor warrants to Lessee that the Demised Premises are properly zoned for the conduct of the operation of Lessee's business. 14.2 Lessor makes no representations or warranties as to the condition, including environmental condition, of the Demised Premises and Lessee accepts the Demised Premises as is. SECTION 15. LESSEE'S WARRANTIES AND REPRESENTATION 15.1 Environmental Matters. (1) Lessee covenants and agrees that Lessor shall have no responsibility for or liability arising from any release of a Hazardous Substance which is caused by Lessee or its agents or invitees. Notwithstanding any other provision of this Lease, Lessor agrees that Lessee shall not have any responsibility for any Pre -Existing Condition (as defined below) nor shall Lessor seek indemnification from Lessee for any such Pre -Existing Condition. There is a rebuttable presumption that any Hazardous Substances found on the Demised Premises were not deposited by Lessee and are a Pre -Existing Condition. A pre-existing condition ("Pre -Existing Condition") shall be defined as (i) any Hazardous Substances found on the Demised Premises which were not deposited by Lessee or its agents or invitees on the Demised Premises, (ii) any Hazardous Substances on the Demised Premises prior to the Initial Term of this Lease, and (iii) any Hazardous Substances which leach or migrate on to the Demised Premises from any adjoining properties, including properties owned by the Lessor. (2) Notwithstanding any other provision of this Lease, the Lessor, in its capacity as both owner of the Demised Premises as landlord under this Lease, shall retain any legal responsibility or liability, subject to available defenses, the Lessor may have under law for any Pre -Existing Condition. This retained responsibility and duty includes the duty to assess, remove and remediate Pre -Existing Conditions on or affecting the Demised Premises as ordered by a state or federal agency. Lessee agrees to work jointly with Lessor to develop a remediation plan for the necessary handling of any disturbed contaminated soils or groundwater that is required to construct the Minimum Improvements to ensure the work is completed in an affordable manner. This provision shall not inure to the benefit of third parties and shall not be interpreted to enlarge any liabilities owed by the Lessor or to Page 1053 of 1281 require the Lessor to absorb any duties, responsibilities or liabilities that it does not already have for the Pre -Existing Conditions. (3) Lessee agrees to provide reasonable notice to the Lessor of any claims by adjoining or affected property owners, third parties, or parties making claims through a citizen action or private right of action under applicable law, environmental statutes or regulations which arise out of or are related to Pre - Existing Conditions on the Demised Premises. Upon receipt of such notice, to the fullest extent allowed by law, the Lessor agrees to defend, hold harmless and indemnify Lessee for costs and expenses associated with responding to any claims by adjoining property owners, third parties, or parties making claims through a citizen action or private right of action under applicable environmental statutes or regulations which arise out of or are directly related to Pre -Existing Conditions on the Demised Premises. (4) To the fullest extent allowed by law, the Lessor agrees to indemnify Lessee for reasonable costs and expenses associated with responding to any legally enforceable order regarding Pre -Existing Conditions from any governmental agency or court with proper jurisdiction to the extent that the Lessor, after Lessee has given reasonable notice of the governmental order to the Lessor, does not timely and reasonably respond to said inquiry or order and if the Lessee allows full access to the Premises as necessary, as provided herein. The Lessor's right of appeal and negotiation are not waived by the foregoing and the filing of an appeal or negotiation with the governmental agency are considered timely and reasonable response. However, the Lessor agrees to indemnify Lessee for any penalties and fines Lessee incurs as a result of any such appeal or negotiation. (5) Lessor shall provide reasonable notice to Lessee prior to requesting access for the purposes set forth above. Lessee agrees to allow the Lessor to have access to and use of the Demised Premises to times and locations which will minimize any disruption and which will not materially or unreasonably interfere with the operation or possession of the Demised Premises as required to respond to any governmental inquiry or order as described above. Except as set out below, the terms of this provision shall not be construed to require that the Lessee is under any obligation to Lessor to move, damage, or modify personal property, fixtures, or buildings on the Demised Premises or to allow Lessor to affect or modify this Lease, whether by lien, easement, or governmental order, except to the extent that use limitations and environmental protection easements may be placed on the Demised Premises which do not change or interfere with the actual or proposed use of the Demised Premises by Lessee. The Lessee agrees that it will not install drinking water wells or otherwise obtain potable water for the purpose of Page 1054 of 1281 consumption or bodily contact from the groundwater underneath the Demised Premises and agrees to execute any necessary waivers or easements to that effect. If the Lessor is required by a state or federal agency to take such action which materially or unreasonably interferes with the operation or possession of the Demised Premises, or otherwise damages the property of Lessee, then the Lessor shall be required to pay the reasonable costs associated with such activity, including, without limitation, loss of income, economic damages, property damage, and other costs and expenses, whether temporary or permanent in Nature, included by Lessee by reason of the interference. (6) Lessee covenants and agrees to promptly notify Lessor of any release of Hazardous Substance in, on or about the Demised Premises of which Lessee has actual knowledge. (7) Lessee covenants and agrees to promptly take any and all necessary and appropriate response to address any release of Hazardous Substance for which Lessee is responsible under Section 13.2A. Such response shall include, without limitation, notification to appropriate governmental authorities, as may be required by law. (8) Lessee covenants and agrees to not manufacture, treat or dispose of Hazardous Substances at the Demised Premises or knowingly allow the manufacture, treatment, or disposal of Hazardous Substances same on the Demised Premises. (9) For the purposes of this Lease, "Hazardous Substance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local government, the State of Iowa or the United States Government. It includes, without limitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 455B, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to§ 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to§ 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" shall not include any air emissions Page 1055 of 1281 discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental agency. SECTION 16. INDEMNIFICATION 16.1 Indemnification of Lessee. (1) To the extent allowed by law, Lessor will indemnify and save harmless Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Lessee by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Demised Premises and resulting from any act or omission of Lessor, (b) any failure on the part of Lessor to perform or comply with any of the terms of this Lease and ( c) any breach on the part of Lessor of any warranty or representation contained in Article 11, (d) any Hazardous Substance on the Demised Premises, which is not the responsibility of Lessee pursuant to Section 13.2(A). In case any action, suit or proceeding is brought against Lessee by reason of such occurrence, Lessor will, at Lessor expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by Lessee, which approval will not be unreasonably withheld. (2) Lessee shall have the right to perform environmental site assessments of the Demised Premises to assess the environmental condition of the Demised Premises for the Condition. This retained responsibility and duty includes the duty to assess, remove and remediate Pre -Existing Conditions on or affecting the Demised Premises as ordered by a state or federal agency. This provision shall not inure to the benefit of third parties and shall not be interpreted to enlarge any liabilities owed by the Lessor or to require the Lessor to absorb any duties, responsibilities or liabilities that it does not already have for the Pre -Existing Conditions. (3) Lessee agrees to provide reasonable notice to the Lessor of any claims by adjoining or affected property owners, third parties, or parties making claims through a citizen action or private right of action under applicable law, environmental statutes or regulations which arise out of or are related to Pre - Existing Conditions on the Demised Premises. Upon receipt of such notice, to the fullest extent allowed by law, the Lessor agrees to defend, hold harmless and indemnify Lessee for costs and expenses associated with responding to any Page 1056 of 1281 claims by adjoining property owners, third parties, or parties making claims through a citizen action or private right of action under applicable environmental statutes or regulations which arise out of or are directly related to Pre -Existing Conditions on the Demised Premises. (4) To the fullest extent allowed by law, the Lessor agrees to indemnify Lessee for reasonable costs and expenses associated with responding to any legally enforceable order regarding Pre -Existing Conditions from any governmental agency or court with proper jurisdiction to the extent that the Lessor, after Lessee has given reasonable notice of the governmental order to the Lessor, does not timely and reasonably respond to said inquiry or order and if the Lessee allows full access to the Leased Premises as necessary, as provided herein. The Lessor's right of appeal and negotiation are not waived by the foregoing and the filing of an appeal or negotiation with the governmental agency are considered timely and reasonable response. However, the Lessor agrees to indemnify Lessee for any penalties and fines Lessee incurs as a result of any such appeal or negotiation. (5) Lessor shall provide reasonable notice to Lessee prior to requesting access for the purposes set forth above. Lessee agrees to allow the Lessor to have access to and use of the Demised Premises to times and locations which will minimize any disruption and which will not materially or unreasonably interfere with the operation or possession of the Demised Premises as required to respond to any governmental inquiry or order as described above. Except as set out below, the terms of this provision shall not be construed to require that the Lessee is under any obligation to Lessor to move, damage, or modify personal property, fixtures, or buildings on the Demised Premises or to allow Lessor to affect or modify this Lease, whether by lien, easement, or governmental order, except to the extent that use limitations and environmental protection easements may be placed on the Demised Premises which do not change or interfere with the actual or proposed use of the Demised Premises by Lessee. The Lessee agrees that it will not install drinking water wells or otherwise obtain potable water for the purpose of consumption or bodily contact from the groundwater underneath the Demised Premises and agrees to execute any necessary waivers or easements to that effect. If the Lessor is required by a state or federal agency to take such action which materially or unreasonably interferes with the operation or possession of the Demised Premises, or otherwise damages the property of Lessee, then the Lessor shall be required to pay the reasonable costs associated with such activity, including, without limitation, loss of income, economic damages, property damage, and other costs and expenses, whether temporary or permanent in nature, incurred by Lessee by reason of the interference in the purpose of operating a Page 1057 of 1281 hotel and pool(s). Any results or reports created by such site assessment shall be the property of Lessee and may be used by Lessee and Lessor for any purpose provided that Lessor shall not disclose any such report or the information contained therein to any third party unless required to do so by law or legal process. 16.2 Indemnification of Lessor. Lessee will indemnify and save harmless Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Lessor by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Demised Premises during the term of this Lease and resulting from any negligence of Lessee or anyone claiming by, through or under Lessee during the Term of the Lease and (b) any failure on the part of Lessee to perform or comply in any material respect with any of the material terms of this Lease, and (c) any material breach on the part of Lessee of any warranty or representation contained in Article 12, and d) any Hazardous Substance on the Demised Premises, which is the responsibility of Lessee pursuant to Section 13.2(A). In case any action, suit or proceeding is brought against Lessor by reason of such occurrence, Lessee will, at Lessee's expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by Lessor, which approval will not be unreasonably withheld. 16.3 Survival. The obligations and liabilities under this Article shall survive and continue in full force and effect and shall not be terminated, discharged or released, in whole or in part, irrespective of the termination or expiration of the term of this Lease. SECTION 17. CONDEMNATION 17.1 Entire Condemnation. If at anytime during the term of this Lease all or substantially all of the Demised Premises or the Improvements thereon shall be taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then this Lease shall terminate on the date of vesting of title in such taking and any prepaid rent shall be apportioned as of said date. Substantially all of the Demised Premises and the Improvements thereon shall be deemed to have been taken if the remaining portion of the Demised Premises shall not be of sufficient size to permit Lessee, in Lessee's sole discretion, to operate its business thereon in a manner similar to that prior to such taking. 17.2 Allocation of Award. Any award for such taking of all or substantially all of the Demised Premises shall be paid to the parties hereto in accordance with the following: Page 1058 of 1281 (1) To Lessor, the amount of the award attributable to the Demised Premises, determined as if this Lease was not in effect at the time of such award, excluding therefrom the amount of the award attributable to the Improvements, and all other sums not directly attributable to the value of the Land constituting the Demised Premises; (2) To Lessee, the entire award except that portion allocated to Lessor above. 17.3 Partial Condemnation. If less than all or substantially all of the Demised Premises or the Improvements thereon shall be taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then Lessee, at its option, may elect to continue this Lease in full force and effect or terminate this Lease. If Lessee shall elect to maintain this Lease in full force and effect, the award for such partial condemnation shall be allocated as provided in Section 15.2, and Lessee shall proceed with reasonable diligence to cany out any necessary repair and restoration so that the remaining Improvements and appurtenances shall constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Lease. In the event Lessee elects to continue this Lease in full force and effect after a partial condemnation, the Base Rent shall be reduced in proportion to the area of the Demised Premises taken. Should Lessee elect to terminate this Lease upon a partial condemnation, Lessee shall provide Lessor with written notice of such election within thirty (30) days after the date of vesting of title for such taking. Lessee shall specify in such written notice the date on which this Lease shall terminate, which date shall be not less than 60 days nor more than 360 days after delivery of such notice to Lessor (the "Termination Date"). In the event Lessee terminates this Lease, Lessee shall be entitled to the entire award for such partial taking. 17.4 Temporary Taking. If the temporary use of the whole or any part of the Demised Premises or the Improvements thereon or the appearances thereto shall be taken at any time during the term of this Lease in the exercise of the power of eminent domain by any sovereign, municipality, or other authority, the term of this Lease shall not be reduced or affected in any way, and Lessee shall continue to pay in full the rent, additional rent and other sum or sums of money and charges herein reserved and provided to be paid by Lessee, and the entire award for such temporary taking shall be paid to Lessee. Lessee shall repair and restore any and all damage to the Demised Premises and the Improvements as soon as reasonably practicable after such temporary taking. Page 1059 of 1281 SECTION 18. ASSIGNMENT AND SUBLETTING 18.1 This Lease may not be assigned by Lessee without the prior written consent of the Lessor which consent shall not be unreasonably withheld or delayed, except to a third party acquiring all or substantially all of Lessee's assets related to this Lease, provided said third party agrees to comply with the terms and conditions of this Lease. SECTION 19. DEFAULT 19.1 Lessor's Rights in the Event of Lessee's Default If Lessee shall fail or neglect to observe, keep or perform any of the covenants, terms or conditions contained in this Lease on its part to be observed, kept or performed, and the default shall continue for a period of thirty (30) days after written notice from Lessor setting forth the nature of Lessee's default (it being intended that in connection with a default not susceptible of being cured with diligence within thirty (30) days, the time within which Lessee has to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence, but in no event longer than one hundred and eighty (180) days), then and in any such event such cure relies on the consent or involvement of any regulatory authority or third party or is due to Force Majeure such time as a cure can reasonably be effected by promptly initiating and diligently continuing reasonable efforts, then and in any such event, Lessor shall have the right as its option, on written notice to Lessee, to terminate this Lease. Lessor shall thereafter have the right to enter and take possession of the Demised Premises with process of law and to remove all personal property from the Demised Premises and all persons occupying the Demised Premises and to use all necessary force therefor and in all respects to take the actual, full and exclusive possession of the Demised Premises and every part of the Demised Premises as of Lessor's original estate, without including any liability to Lessee or to any persons occupying or using the Demised Premises for any damage caused or sustained by reason of such entry on the Demised Premises or the removal of persons or property from the Demised Premises. 19.2 Rights of Holder of Encumbrance in Event Lessee Defaults. If Lessee fails or neglects to observe, keep or perform any of the covenants, terms or conditions contained in this Lease on its part to be observed, kept or performed, the Holder of any indebtedness secured by an encumbrance on the leasehold estate under this Lease shall have thirty (30) days after receipt of written notice from Lessor setting forth the nature of Lessee's default and a reasonable time thereafter if it shall have commenced foreclosure or other appropriate proceedings in the nature thereof within such thirty (30) days and is diligently prosecuting such proceedings, but in no event longer than ninety (90) days, within which to endeavor to make good or remove the default or cause for termination of the Lease. Page 1060 of 1281 All right of Lessor to terminate this Lease on the failure or neglect of Lessee to observe, keep and perform the covenants, terms and conditions of this Lease is, and shall continue to be, at all times prior to payment in full of the indebtedness to the Holder of Lessee, subject to and conditioned on Lessor's having first given the Holder written notice thereof and the Holder having failed to cause the default or cause for termination to be made good or removed within thirty (30) days after receiving written notice of default or cause for termination or within a reasonable time thereafter if it shall have commenced foreclosure or other appropriate proceedings in the nature of foreclosure within such thirty (30) days and is diligently prosecuting such proceedings, but in no event longer than ninety (90) days. In the event that the Lease is terminated due to the Lessee's bankruptcy, insolvency or other proceedings, and in the event the Holder has complied with the terms of this Section 16.2, then Lessor at Holder's option, shall enter into a new lease with Holder or the successful bidder at foreclosure on the same terms as this Lease, for the term then remaining, and specifically preserving all unexercised options. 19.3 Lessee's Rights in the Event of Lessee's Default. If Lessor shall fail or neglect to observe, keep or perform any of the covenants, terms or conditions contained in this Lease on its part to be observed, kept or performed, and the default shall continue for a period of thirty (30) days after written notice from Lessee setting forth the nature of Lessor's default (it being intended that in connection with a default not susceptible of being cured with diligence within thirty (30) days, the time within which Lessor has to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence, but in no event longer than one hundred and eighty (180) days), or in the event such cure relies on the consent or involvement of any regulatory authority or other third party or is due to Force Majeure such time as a cure can reasonably be effected by promptly initiating and diligently continuing reasonable efforts, then and in any such event, Lessee shall have all rights available to it provided by law or equity. SECTION 20. RIGHT TO CURE OTHER'S DEFAULTS 20.1 Whenever and as often as a party shall fail or neglect to comply with and perform any term, covenant, condition or agreement to be complied with or performed by such party hereunder, then, following thirty (30) days' prior written notice to such defaulting party (or such additional time to cure as may be accorded Lessee pursuant to Section 16.1 above, but in no event longer than ninety (90) days), the other patty, at such other party's option, in addition to all other remedies available to such other party, may perform or cause to be performed such work, labor, services, acts or things, and take such other steps, including entry onto the Demised Premises and the Improvements thereon, as such other party may deem advisable, to comply with and perform any such term, covenant, condition or agreement which is in default, in which event such defaulting party shall reimburse such other party upon demand, and from time to time, for all costs and Page 1061 of 1281 expenses suffered or incurred by such other party in so complying with or performing such term, covenant, condition or agreement. The commencement of any work or the taking of any other steps or performance of any other act by such other party pursuant to the immediately preceding sentence shall not be deemed to obligate such other party to complete the curing of any term, covenant, condition or agreement which is in default. SECTION 21. QUIET ENJOYMENT 21.1 Lessor covenants that at all times during the term of this Lease, so long as Lessee is not in default hereunder, Lessee's quiet enjoyment of the Demised Premises or any part thereof shall not be disturbed by any act of Lessor, or of anyone acting by, through or under Lessor. Notwithstanding the foregoing, Lessor shall have the right upon reasonable notice to Lessee, but not more frequently than once per calendar quarter, to enter the Demised Premised at any reasonable time during Lessee's normal business hours to determine whether Lessee is in compliance with the requirements of this Lease. SECTION 22. ESTOPPEL CERTIFICATES 22.1 Each patty hereto agrees that at any time and from time to time during the term of this Lease, within ten (10) days after request by the other party hereto or by any lender having an interest in Lessee's leasehold estate, it will execute, acknowledge and deliver to the other party or to such lender or any prospective purchaser, assignee or any mortgagee designated by such other party, a certificate stating (a) that this Lease is unmodified and in force and effect (or if there have been modifications, that this Lease is in force and effect as modified, and identifying the modification agreements), (b) the date to which rent has been paid, ( c) whether or not there is any existing default by Lessee in the payment of any rent or other sum of money hereunder, and whether or not there is any other existing default by either party hereto with respect to which a notice of default has been served, and, if there is any such default, specifying the nature and extent thereof; and ( d) whether or not there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate. SECTION 23. WAIVER 23.1 No waiver by either party hereto of any breach by the other of any term, covenant, condition or agreement herein and no failure by any party to exercise any right or remedy in respect of any breach hereunder, shall constitute a waiver or relinquishment for the future of any such term, covenant, condition or agreement or of any subsequent breach of any such term, covenant, condition or agreement, nor bar any right or remedy of the Page 1062 of 1281 other party in respect of any such subsequent breach, nor shall the receipt of any rent, or any portion thereof, by Lessor, operate as a waiver of the rights of Lessor to enforce the payment of any other rent then or thereafter in default, or to terminate this Lease, or to recover the Demised Premises, or to invoke any other appropriate remedy which Lessor may select as herein or by law provided. SECTION 24. SURRENDER 24.1 Lessee shall, on the last day of the Term of this Lease or upon any termination of this Lease, surrender and deliver up the Demised Premises, with the Improvements then located thereon into the possession and use of Lessor, without fraud or delay and in good order, condition and repair, reasonable wear and tear excepted, free and clear of all lettings and occupancies, free and clear of all liens and encumbrances other than those existing on the date of this Lease and those, if any, created by Lessor, without (except as otherwise provided herein) any payment or allowance whatever by Lessor on account of or for any buildings and Improvements erected or maintained on the Demised Premises at the time of the surrender. Lessee's Trade Fixtures, personal property, equipment, materials, and other belongings of Lessee or of any sublessee or other occupant of space in the Demised Premises shall be and remain the property of Lessee, and Lessee shall have a reasonable time after the expiration of the term of this Lease (not to exceed thirty (30) days) to remove the same. If Lessee fails to remove any Lessee' s Trade Fixtures, personal property, equipment, materials or other belongings from the Demised Premises within 30 days of the expiration date of this lease, they will immediately become property of the Lessor. Any costs incurred by Lessor having to remove, relocate, handle, store, sell or dispose of Lessee's items described in this Section shall be paid for by Lessee. SECTION 25. MEMORANDUM OF LEASE 25.1 Lessor will record a memorandum of this Lease setting forth the names of the parties hereto and the term of this Lease, identifying the Demised Premises, and also including such other clauses therein as either party may desire, except the amounts of Rent payable hereunder. SECTION 26. NOTICES 26.1 All notices, demands or other writings in this Lease provided to be given or made or sent, or which may be given or made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, or by UPS or FEDEX with proof of receipt addressed as follows: Page 1063 of 1281 If to Lessor: City of Dubuque, Iowa City Manager City Hall 50 West 13th Street Dubuque IA 52001 With copy to: City Attorney City Hall 50 West 13th Street Dubuque IA 52001 If to Lessee: RG Hospitality, LLC CEO Leasing 2707 Mt. Rushmore Road Rapid City, SD 57701 26.2 The address to which any notice, demand or other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided. SECTION 27. MISCELLANEOUS 27.1 Time of the Essence. Time is of the essence of this Lease and all of its provisions. 27.2 Governing Law. It is agreed that this Lease shall be governed by, construed and enforced in accordance with the laws of the State of Iowa. 27.3 Paragraph Headings. The titles to the paragraphs of this Lease are solely for the convenience of the parties and shall not be used to explain, modify, simplify or aid in the interpretation of the provisions of this Lease. 27.4 Modification of Agreement. Any modification of this Lease or additional obligation assumed by either party in connection with this Lease shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 27.5 Parties Bound. This Lease shall be binding on and shall inure to the benefit of and shall apply to the respective successors and assigns of Lessor and Lessee. All references Page 1064 of 1281 in this Lease to "Lessor" or "Lessee" shall be deemed to refer to and include successors and assigns of Lessor or Lessee without specific mention of such successors or assigns. 27.6 Force Maieure. A party shall be excused from its obligations under this Agreement if and to the extent and during such time as the party is prevented, impeded, or hindered, unable to perform its obligations or is delayed in doing so due to events or conditions outside of the party's reasonable control and after the party has taken reasonable steps to avoid or mitigate such event or its consequences (each a "Force Majeure Event") including, without limitation in any way, as the result of any acts of God, war, fire, or other casualty, riot, civil unrest, extreme weather conditions, terrorism, strikes and/or labor disputes, pandemic, epidemic, quarantines, government stay-at-home orders, municipal and other government orders, failure of Internet, or other matter beyond the control of such party. Upon the occurrence of a Force Majeure Event, the party incurring such Force Majeure Event will promptly give notice to the other party identifying the Force Majeure Event, explaining how it impacts performance and the estimated duration, identifying the relief requested, agreeing to limit damages to the other party and to immediately resume performance upon termination of the Force Majeure Event, and agreeing to supplement the notice as more information becomes available, and thereafter the parties shall meet and confer in good faith in order to identify a cure of the condition affecting its performance as expeditiously as possible. No obligation to make a payment required by this Agreement is excused by a Force Majeure Event. The nonperforming party shall not be entitled to any damages or additional payments of any kind for any such delay. 27.7 Conflict. To the extent there is a conflict of terms between the Development Agreement and this Lease, the terms of the Development Agreement shall control. 27.8 Entire Agreement. This Lease constitutes the entire agreement between the Lessor and the Lessee regarding the lease of the Demised Premises and supersedes all previous oral or written agreements between the parties regarding the subject matter of this Lease. SECTION 28. DISPUTE RESOLUTION 28.1 Lessor and Lessee agree that prior to the commencement of any judicial proceeding for any controversy arising out of or relating to the construction or interpretation of this Lease, the parties will engage in mediation in accordance with the Commercial Arbitration Rules of the U. S. Arbitration & Mediation, Midwest ("USA& M") or the American Arbitration Association ("AAA"). The parties shall divide equally all costs of mediation which shall be paid immediately upon billing by the mediation service. Page 1065 of 1281 Attest: Adrienne Breitfelder, City Clerk LESSOR: CITY OF DUBUQUE, IOWA 0 Brad Cavanagh, Mayor LESSEE: 1• 1 - - Page 1066 of 1281 LIST OF EXHIBITS EXHIBIT A URBAN RENEWAL PLAN EXHIBIT B CERTIFICATE OF COMPLETION EXHIBIT C PROPERTY EXHIBIT D PARKING AREA EXHIBIT E LEGAL COMPLIANCE EXHIBIT F EXISTING UTILITIES EXHIBIT G INSURANCE SCHEDULE A EXHIBIT H PROJECT BUDGET Page 1067 of 1281 EXHIBIT A URBAN RENEWAL PLAN (on file in City Clerk's office, 50 W. 13th Street, Dubuque, IA 52001) Page 1068 of 1281 EXHIBIT B CERTIFICATE OF COMPLETION Page 1069 of 1281 CERTIFICATE OF COMPLETION WHEREAS, the City of Dubuque, Iowa, a municipal corporation (the "Lessor"), has granted incentives to RG Hospitality, LLC (the "Lessee"), in accordance with a Lease Agreement dated as of [Date] (the "Agreement"), by and among the Lessor, and the Lessee (collectively, the "Agreement"), certain real property located within the Greater Downtown Urban Renewal District of the Grantor and as more particularly described as follows: LOT 1 RIVERWALK 4TH ADD (the "Development Property"); and WHEREAS, said Agreement incorporated and contained certain covenants and conditions with respect to the rehabilitation of the Development Property, and obligated the Lessee to construct certain Minimum Improvements (as defined therein) in accordance with the Agreement; and WHEREAS, the Lessee has to the present date performed said covenants and conditions insofar as they relate to the construction of the Minimum Improvements in a manner deemed sufficient by the Lessor to permit the execution and recording of this certification; and NOW, THEREFORE, pursuant to Section 1.5 of the Agreement, this is to certify that all covenants and conditions of the Agreement with respect to the obligations of the Lessee, and its successors and assigns, to construct the Minimum Improvements on the Development Property have been completed and performed by the Lessee to the satisfaction of the Lessor and such covenants and conditions are hereby satisfied. The County Recorder of Dubuque County is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfaction of the covenants and conditions as set forth in said Agreement, and that the Agreement shall otherwise remain in full force and effect. Page 1070 of 1281 (SEAL) STATE OF IOWA CITY OF DUBUQUE, IOWA Mike Van Milligen, City Manager ) SS COUNTY OF DUBUQUE ) On this day of , 20_, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared and acknowledged said execution of the instrument to be his/her voluntary act and deed. Notary Public in and for Dubuque County, Iowa Page 1071 of 1281 EXHIBIT C PROPERTY Page 1072 of 1281 Page 1073 of 1281 EXHIBIT D PARKING AREA Page 1074 of 1281 Page 1075 of 1281 EXHIBIT E LEGAL COMPLIANCE Page 1076 of 1281 a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits discrimination on the basis of age); f) Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); g) The Civil Rights Restoration Act of 1987, (PL 100-209); (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964 to include that entities that receive federal funding must comply with civil rights legislation, including the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973, in all operations, not just in the program or activity receiving federal funding); h) Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38; i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); j) Section 1557of the Affordable Care Act (prohibits discrimination on the basis of national origin); Page 1077 of 1281 k) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 et seq.) (prohibits discrimination because of sex in education programs or activities); �) Drug Abuse Office and Treatment Act of 1972, as amended (21 U.S.C. § 1101 et seq.); and m) Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended (42 U.S.C. § 4541, et seq.). Page 1078 of 1281 EXHIBIT F EXISTING UTILITIES Page 1079 of 1281 ' • `` _ � T Port of Dubuque Alk Grand Harbor Property «,� DUe m o w eo R F.n Lots 1 and 2 Wyw�eam �,xgn�eiaa"�w Page 1080 of 1281 EXHIBIT G INSURANCE SCHEDULE A Page 1081 of 1281 HofDU*WWGhaSw nsgnhaaM*W*rtaa.O Cd*tJPneprtrandN0tafMdyrib�rP�* CITY- INSURANCE SCHEDULE A 1. Lessee shall furnish a signed contflceto of insuranco to tho City of Dubuqua forthe coverage required in Exhibit I prior to the tease, license, or permit comtttertcement. All lessees of city property and right of gray ileansaes or permitteas shall submit an updated certificate annually. Each cartfficate shalt be prepared on the most curwantACCM form appto lad by the luv a Imutance Division or an equivalent. Each certificate shell Include am I iftnwt under Description of Operations as to why the certificate was issued. Lease A,greamentdated RGHOWFGPl.tt'Y.LEc 2. All policies of insurance required heraunderehatlbawith an insurarauthorizad todobusinesstin Town and alt insurers shell have a rating of A ar better in the current A.M. East's Rating Guldo. 3. Each certificate snailbefurnishedty CityofDubuqua,FinancttDeparunant,50'I—13."SUM. Dublu,amie. Iowa, 52001. 4. The lamsee�, llcanso% of po m iittaa shalt be required to carry the minimum covatagallimits, or greater If required bylaw orothertagatagreement, InExhibit L Failure toproutdethe mquiradmirtintiumcoverage shalt not be dsemad a waiver of such requirements by the City of Dubuque. 5. Faiture to obtain or mairtaln the required Inauranc3a shop be considered a matsdat braes* of the laaraa� Now"% or permit. R. Ad required andorsaman6t stall be attached to the cdrtificatei. The certificate It due before the contract/agreoment can be approved. 7, ftenever a specific ISO form is reforancad tha current edition of the form must be used unlessan equivalentbm Isappn d by'the Chief AnanciatOfiicer. The ions®a iicansea, orpermittee mustidentilfy and list in writing of deviation and ermatusions from the ISO form. S. if tomae's, ifcansaals, or parmhtoe's limits of liability are higher than the required minimumlitrtito than the lessees, ticensea's, or pefmittea's knits shall be this agreement's raWtad limit% 9. Lessee, licenses, or permktee shalt require aft subomttractors and subearthactorstoobtain and maintain during the perfonmrice of work insurance for the coverages described in this Insurance Schedule and shall obtain coniflcatesof Insurance from aft such subcontractors and sub -subcontractors. Lessee, liconsw, or parmIttee agree® that It shalt be tiabta for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City of Dubuque may raquest a copy of such csertificates frarn the t, mm. ticansee, or parmittea. 10. Lessee, license, and parmlttaes shall be responsible for deductibles and self-Insurad retention forpayment of all policy prengurrm and other coats associated with the insurance paticies required bakem 11. All certificates of insurance mug include the agent's nam% phone hummer, and small address. 'I Z The City of Dubuque reserves the right to require complete, certified copies of all required imuranoa prelacies, including andorsomants, required bythis Schedule at anytime. 13, The City of Dubuque resenmstho 4*t to ntadify these requirement%, including limits, based on changes in dak or other special ohmmstarwas during the term of the agreement, subject to written m Liu at agrft"nt attachad hereto. Page 1082 of 1281 OtioPoff.iYesR. FAgmWm WskwL*t =afC*PmWnawaedfd&efttiittrr.hm. wF*md = INSURANCE SCHEDULE A (continued) EX1 18irl A. COMMERMAL GENEM LIMILM Ganaralragete Limit $2,000.000 Products-Complated Operations Aggregate Unr it $1,M 0,000 Parsonaland Advartistnginjuryl.1fat $1,000,000 Each Oc:c urrance $1,0M.000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Pay merits $ SAM 1) Covarage shall be written on an occurrence, net ciaims made, form The general liabitity ocrverW shall bra writlan in awo vWthigOformCGODGIorbimbwmownarafiamBPO002,AUdoWagoits from the standard ISO commercialganaral liability form 00 00 01, or business ftwers fercm SP 0002, shalt be dearly identified, 2) Inctude ISO artdmteatmant form C+G 2504 *Designated Location(s) t eneralAggregate Limit" 3) Include endorsement indicating that coverage Is primary and nonconttffiutery. d) Include Presentation of Governmental immunitias Endorsemment (sample attachmig. 5) Include additional Insured endorsement for, The City of Dubuque, including all Its etacted and appointed officials, a(l its employees and vaiunteers, all. Its boards, commissions and ror annhotMes and their board members, employees and %Wuntaers. Use ISO form CG 2010 (ongoing operations) or its eguivalart, 6) Policy shallhwAuude Waiver of Mot to Racaverfrom Others Fndorsament. 71 Policy shalt IrmM uda cancellation and material change atrdorsament pr&Adlttgthirty (30) days advance wrhw notice of canceltation, non -renewal reduction In Insurance ca verage and/or limits and ton (10)days written rtaticeofnoon-paywmentof premium shall besemta. C tyctfDubuque, Fines o Dapartrmant, W W.13#1 Street, Dubuque, late, 52001. IL VVORKEW COMPENWMGttl & EMPLOYERS LLSMO.I'itf Statutory bariefits covordng all ampioyeas irtjurad on tha job trey accident or dhows an prescribed by loin Code ChaptorES. Coverage Statutwy=State of lows Coverage 18 Employ" Liability Each Accident $100,000 EaschEmployea- Disease $100,000 Policy l rrdt—Disaaso $500,000 Policy ehatt iiia4ud* Wiaiver of right to RacMr from Others Endorsement. Page 1083 of 1281 t4 4fttwo•Ouk fnSuAncc kta."r n-I tp.;t m Ct it'! trty dove Ryap dlurn•, vVi3y='i:T4ratAMPo'r. "tCs INSURANCE SCHEDULE (continued) Cove mga 8 firnitashallbegreater1l requiredbythanurnbrefluAafm9a ineurv. M It, by krwa Code Saban 85.1A, the lessee, tiewase or parrn ttaa b not required to purc hasa %brbers` Compensation Immnanm the Iassee, licensee, orpemtitfee shalt have a copy of the States Nonelactim of Wbitere Componeation or Emprloyors'Liability Coverage form on file with the kma WVorlaera`Comtpmeatfon Insurance Commissioner, as required by Iovr%Coda Section 87.22. ConVieted form must be attached, C. AtIT[1iNOOKI: UAItUM Coverage Required, x Yes 0 No Combined Single Umit $ I,00fIA00 Coverage shalt Include all owned, non -owned, and hired valttctaa: Of permitteos do riot cv+rt any vehkctes, coverage is required on non -owned and hired vehicles. 1) Policy shalt Include Wltalver of Right to Rocover f am Others Endorsement. 0. POLLIMlr ON LIMILITY Coverage Required: Yes x No Pollution liability coverage shalt be required if the lessee, contracting party, or permittae has any pafb. an exposure forabotamontot hazardous orcontaminatedmaterials Including, but not fi YAndto, nntroteum products, the removal of lead, asbastes, or PCBs. Pollution pxr oduat and corrWAaW opara k rra coverage shall also be covered. Each t5ccurrance $Z00O,@00 PovIlcyAggragato $4,0Wj0®0 1) Policy to include job site and transportation c;avorage. 2) Include additiarfatinswad for: The City of Dubuque, including all its alecwd and appointed oftfcfafs, all Its arnployeas and volu:maars, all its boards, commissions andAw authorities and their board members, errotoyeasand volunteers. Use ISO from GC,2010(ongotngtrawMans)orits equivetom and CG 20 37 (completed operations) or its equivalent 3) Incfudu Preservation of Govemroentat immunities Errdasf^aemant. 4) Provide' evidence of C&Axage for SVwm affer compledon of project. 5) Include andorsemernt Indicating that coverage la p dmary and non-contfitwtory. a) Policy ahmH kxAuda WaFmr of Fdght to PWcowFyftom Others E'ridomment. Page 1084 of 1281 � ad be�rpr fus�rmr IF�Yramer�fs�rLwswad ttiy P�nprg.and Fif�hcaftGtrviLbx�irrR ert�arr�tLsas INSURANCE SCHEDULE A (continued) E. PROPERTY INSURANCE REQWRED BY LEASE, LICENK OR PERMIT x Yes NO Anvunt$m a3-=w Include the City of Dubuque as Lendrar Loss Payable. F. RIGHT-CF-WAYWOWONLY: LIMIBRELLAlE=ESS $11wo;Ooo x Yes No The Ganerai LlaWft Auwrrrob#e Liatiifty, and Emptoyars LlablUty insurarsce requfraniants may ba satisfied with a comWnadon of primary and UmbralW or bma s Umbility Insurance. If the L nbreila or Exom Insurance poticy does not follow the form of the primatyr poilcies, ft shad inctuda the seine andarsaments as requinsd of the primary/ policiaslncludingVVb%arof SArogation AND Primary and Non<contributtwy in favor of the aty. G. FLOOD INSURANCE: =Y®s L.—Na If Required L"ovierage; Page 1085 of 1281 Chya} DubwpmhHmmro rWetwbiVikpwr rPdrmdMwa Iowa Code Chopter m, Liabg#ty of Govemmentat Subdivisions, pmMdes eitisa vw'th certain immurildes vufilchmaybe ovailablatoyou. NorningtheCityofDubuque asanaddhionatinsuredonyour Insurance as Is requested by this Insurance Schedule may result In yourwatwrrr of those Immunities. ii you would tilts to presom thoaa immunities, please use t1its andorsomern ur an equivalent form. The prosovationof inununitias is for your benafit. PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT' 1. Nonywah ref Goitarrnmerxet Ire muniM The insurer exproadyagrees and statesthet the purchase of this policy and the huAucitng of the Cityof Dubuque., Iowa, anon additional insured does not waive any of the defenses otgovern mantat Inumnity available to the City of Dubuque, lows under Code of Iowa Section gloat as It is nowwasts and ash may be amandad from time to time. Z Claims Coverage, The insurer finthar agrees that this policy of Insurance shaK eweir onlythose claim rot sub0d to the defense govammontat Immunity underthe Gala of Iowa Section S'MAaa it now exista and ask maybe amended from time to bma. Those claims not subject to Dodo of Iowa Section 670A shell be covered byfths terms and conditions of this Insurance policy. 3, dssoodw of Governmarrt Imm"attys City of Dubuquoy lows shall be responsible for asserting any defense of governmental immunity, and may do so at any tirne and shalt do so upon the timety writton request of the insurer. 4. Hrsurer shaft not deny covarage under this policy and the insurer shoH not deny any of the rights and benefits accruing to the City of Dubuque. Iowa under this pulley for reasons of governmental immunity unless and until a oourt of competent Jutisdiction has ruled in favored the dafansa(s)of govsmmontat immunity assartad by the City of Dubuque♦ lown. S. NoCnher Change In Policw The above preservation of g avernmentat im "tunkius sriallnot oftmMse changer or attarthe coverage available urdertiw policy. SPECIMEN (I)M FtTMSNT MANAC W FILL 04 ALL KANKS AND CH CK Page 1086 of 1281 EXHIBIT H PROJECT BUDGET Page 1087 of 1281 e ;* i I I S fill 1.9 Jim Page 1088 of 1281 CITY OF DUBUQUE, IOWA OFFICIAL NOTICE PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public hearing on the 17th day of August, 2026, at 6:30 p.m., in the Historic Federal Building, 350 W. 6th Street, 2nd floor, Dubuque, Iowa, at which meeting the City Council proposes to take action to approve an Amended and Restated Lease Agreement by and between the City of Dubuque, Iowa and RG HOSPITALITY, LLC, a copy of which is now on file at the Office of the City Clerk, City Hall, 50 W 13th Street, Dubuque, 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://cityofdubuque.novusagenda.com/AgendaPublic/ or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org. Written comments regarding the above public hearings may be submitted to the City Clerk's Office via email at ctyclerk@cityofdubuque.org or by mail to City Clerk's Office, City Hall, 50 W. 13th St., Dubuque, IA 52001, before said time of public hearing. 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, or speech impairments requiring special assistance should contact the City Clerk's Office at (563) 589-4100, TDD (563) 690-6678, ctyclerk@cityofdubuque.org as soon as feasible. Deaf or hard -of -hearing individuals can use Relay Iowa by dialing 711 or (800) 735-2942. Published by order of the City Council given on the 3rd day of August 2026. Adrienne N. Breitfelder, City Clerk Page 1089 of 1281 Prepared by Jill Connors Economic Development Director, 1300 Main Street Dubuque IA 52001 (563) 589-4213 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO. 297-26 SETTING A PUBLIC HEARING TO CONSIDER THE AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND RG HOSPITALITY, LLC FOR REAL PROPERTY IN THE CITY OF DUBUQUE, IOWA WHEREAS, The City of Dubuque, Iowa (City) previously entered into a Lease Agreement dated June 4, 2001, with Platinum Holdings, LLC under which Platinum Holdings, LLC leased the following -described real property in Dubuque County, Iowa: LOT 1 RIVERWALK 4TH ADD (the Property); and WHEREAS, the Original Lease Agreement has been assigned to RG HOSPITALITY, LLC (Lessee); and WHEREAS, Lessee and City wish to amend and restate the Lease Agreement with the Amended and Restated Lease Agreement attached hereto; and WHEREAS, the City Council finds that it is in the best interest of the City of Dubuque to approve the Amended and Restated Lease Agreement, subject to the required public hearing. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA, AS FOLLOWS: SECTION 1. The City Clerk is hereby authorized and directed to cause this Resolution and a Notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City Council's intent to approve the proposed Amended and Restated Lease Agreement, to be held on the 171h day of August, 2026 at 6:30 p.m., to be held at 350 West 6th Street, for the purpose of receiving public input and comment regarding the proposed Amended and Restated Lease Agreement between City of Dubuque and RG HOSPITALITY, LLC. SECTION 2. The City Council will meet at said time and place for the purpose of taking action on the matter of authorizing the Amended and Restated Lease Agreement by and between the City of Dubuque, Iowa and RG HOSPITALITY, LLC. SECTION 3. The City Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four days nor more than twenty days before the date of said meeting. Passed, approved and adopted this 31d day of August, 2026. Attest: Adrienne N. Breitfel er, City Clerk