Approving an Amended and Restated Lease Agreement with RG HOSPITALITY, LLCCity of Dubuque
City Council
PUBLIC HEARINGS # 2.
Copyrighted
August 17, 2026
ITEM TITLE: Approving an Amended and Restated Lease Agreement by
and between the City of Dubuque, Iowa, and RG
HOSPITALITY, LLC
SUMMARY: Proof of publication on notice of public hearing to consider
City Council adopt the attached resolution approving the
Amended and Restated Lease Agreement by and between
the City of Dubuque and RG Hospitality, LLC, and City
Manager recommending approval.
RESOLUTION Approving An 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)
DISPOSITION:
ATTACHMENTS:
MVM Memo Approving an Amended and Restated Lease Agreement by and
between the City of Dubuque, Iowa, and RG HOSPITALITY, LLC
2. Staff Memo
3. Amended and Restated Lease Agreement
4. Resolution of Approval
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approving an Amended and Restated Lease Agreement by and between
the City of Dubuque, Iowa, and RG HOSPITALITY, LLC
DATE: August 12, 2026
Economic Development Director Jill Connors is recommending City Council adopt the
attached resolution approving the Amended and Restated Lease Agreement by and
between the City of Dubuque 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 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.
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
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
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Masterpiece on the Mississippi 2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Jill M. Connors, Economic Development Director
SUBJECT: Approving an Amended and Restated Lease Agreement by and between
the City of Dubuque, Iowa, and RG HOSPITALITY, LLC
DATE: August 10, 2026
INTRODUCTION
This memorandum is a request for the City Council to adopt the attached resolution
approving an Amended and Restated Lease Agreement by and between the City of
Dubuque, Iowa, and RG HOSPITALITY, LLC.
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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:
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, following the public hearing, the City Council adopt the attached resolution
approving the Amended and Restated Lease Agreement by and between the City of
Dubuque and RG Hospitality, LLC.
F,
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
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:
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,
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
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
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,
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.
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
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
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
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.
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
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
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
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
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.
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
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
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
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
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
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
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:
(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.
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.
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
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
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:
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
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.
Attest:
LESSOR:
CITY OF DUBUQUE, IOWA
By: e
Brad C@vgn gh, Mayor
Adrienne Breitfelder, City Clerk
LESSEE:
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
EXHIBIT A
URBAN RENEWAL PLAN
(on file in City Clerk's office, 50 W. 13th Street, Dubuque, IA 52001)
EXHIBIT B
CERTIFICATE OF COMPLETION
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.
(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
EXHIBIT C
PROPERTY
City Of DubuGse. Iowa
Grand Harbor
350 Bell Strut
Zoned PC
Planned Commercial
is
�^ 0 50 100 ISO
F—
•2 '
EXHIBIT D
PARKING AREA
EXHIBIT E
LEGAL COMPLIANCE
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);
fl 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);
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.).
EXHIBIT F
EXISTING UTILITIES
' • `` _
� T
Port of Dubuque
Alk
Grand Harbor Property «,� DUe
m o w eo
R F.n Wyw,a�ea.:�
Lots 1 and 2 �,xgn�eiaa"�w
EXHIBIT G
INSURANCE SCHEDULE A
HofDU*WWGkSu nsgnhWM*W*rtaa.Q Cd*tJPnlprtrandN0tafMtigrib�wP�*
CITY- INSURANCE SCHEDULE A
1. Lessee shah furnish a signed contficeto of insuranco to the City of Dubuqua forthe coverage required in
Exhibit I prior to the tease, license, or permit comtttertcement. All Iessaes of city property and right of gray
ileansaes or permitteas shall submit an updated certificate annually. Each cartificate shalt be prepared on
the most curwantACCM form appto lad by the lu as Imutance Division or an equivalent. Each certificate
shall Include am I iftnwt under Description of Operations as to why the cartificatewas issued. Lease
A,greamentdated RGHOWFGPl.tt'Y.LEc
2. All policies of insurance required heraunderehatlbawith an insurarauthorizad todobusinesstin Town and
alt insurers shalt have a rating of A or better in the current A.M. East's Rating Guldo.
3. Each certificate snail be furnished to: City of Dubuqua, ignanco Deparunant, 50'I —1311 Street, C�ublu,ami e.
Iowa, 52001.
4. The lamsee�, llcanso% of po m iittaa shalt be required to carry the minimum covaragallimits, or greater If
required bylaw orothertagatagreement, InExhibit L Failure toproutdathe mquiradmirtiniumcoverage
shall not be dsemad a waiver of such requirements by the City of Dubuque.
5. Faiture to obtain or maintain the required Inauranc3a shah be considered a matsdat hraa& of tho leasot
Now"% or partnit.
R. Ad required andorsaman6t stall be attached to the cortiCieata. The certificate is due before the
contract/agreoment can he approved.
7, ftenever a specific ISO form is reforancad thta current edition of the form must be used unless are,
equivalentbm Isappnrmd by'the Chief AnanciatOfiicer. The ioss®a iicansea, orparmittee must identify
and list in writing of deviation and armalusions from the ISO form.
S. if tomaes, ifcansaals, or parmittoe's limits of liability are higher than the required minimumlitrtits than the
lessees, ticensea's, or pefmittea's limits shall be this agreement's raWtad limit%
9. Lessee, licenses, or permktee shall require all subcontractors and subearthactorstoobtain and maintain
during the performance 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
p amnittee agrees that It shalt be ifebta for the failure of a subcontractor end sub -subcontractor to obtain
and maintain such coverage. The City of Dubuque may raquest a copy of such csertiflcates fronn the t, mm.
ticansee, or parmittea.
10. Lessee, license, and permlttaes shall be responsible for deductibles and self-Insurad retention for payment
of all policy prengurrm and other coats asoociatod with the insurance paticies required bakem
11. All certificates of insurance mug include the agent's nam% phone trumber, 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 tho term of the agreement, subject to written m uluat a;roo t"rit
attachad hereto.
OtioPoff.iYesR. PAgmWm 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 mwts $ SAM
1) Covarage shall be written on an occurrence, net ciaims made, forth. The general liabitity ocrverW
shall bra writlan in awo vWthigOformCGODGIorbimbwmownarafiamBPO002,AUdoWagoits
from the standard ISO cormmercialganaral liability forth 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 attac4mig.
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 shall hwAuude Waiver of Mot to Racaver from 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 allampioyeas 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.
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 vat*taa: 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 fitYAndto, 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 $4,0Wj0®0
1) Policy to include job site and transportation c;avorage.
2) Include additiarfatinswad for:
The City of Dubuque, including all its alecwd and appointed oftfcfafs, all Its arnployeas and
volu:maars, all its boards, commissions andAw authorities and their board members,
errotoyeasand volunteers. Use ISO from GC,2010(ongotngtrawMans)orits equivetom
and CG 20 37 (completed operations) or its equivalent
3) Incfudu Preservation of Govemroentat immunities Errdasf^aemant.
4) Provide' evidence of C&Axage for SVwm affer compledon of project.
5) Include andorsemernt Indicating that coverage la p dmary and non-contfitwtory.
a) Policy ahmH kxAuda WaFmr of Fdght to P4cowFyfwm Others sr,d ment.
� ad be�rpr fus�rmr IF�Yramer�fs�rLwswad ttiy P�nprg.and Fif�hcaftGtrviLbx�irrR ert�arr�tLsas
INSURANCE SCHEDULE A
(continued)
E. PROPERTY INSURANCE REQWRED BY LEASE, LICENK OR PERMIT
x Yes NO
Anvunt$m a3-=w
Include the City of Dubuque as Lendrar Loss Payable.
F. RIGHT-CF-WAYWOWONLY:
LIMIBRELLAlE=ESS $11t1 o"goo
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 €`,ity.
G. FLOOD INSURANCE:
=Y®s L.—Na
If Required L"ovierage;
Chya} DubwpmhHmmro rWetwbiVikpwr rPdrmdMwa
Iowa Code Chopter m, Liabg#ty of Govemmentat Subdivisions, pmMdes eitisa vw'th certain immurildes
vufilchmaybe ovailabbatoyou. 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 pot#cy 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 t#mety writton
request of the insurer.
4. Hrsurer shaft not deny covarage under this policy and the insurer shoH not
deny any of the rW is 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
EXHIBIT H
PROJECT BUDGET
e ;* i I I S
fill
1.9 Jim
Prepared by Jill M. Connors Economic Development Director, 1300 Main St Dubuque IA 52001 (563) 589-4213
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131' St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 315-26
APPROVING AN 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 is the owner of the property legally
described as follows:
LOT 1 RIVERWALK 4TH ADD
and
WHEREAS, the City Council, by Resolution No. 297-26, dated August 3, 2026,
declared its intent to enter into the Amended and Restated Lease Agreement attached
hereto; and
WHEREAS, pursuant to published notice, a public hearing was held on the
proposed Development Agreement on August 17, 2026 at 6:30 p.m.; and
WHEREAS it is the determination of the City Council that approval of the Amended
and Restated Lease Agreement by and between the City of Dubuque, Iowa and RG
HOSPITALITY, LLC is in the public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The Amended and Restated Lease Agreement by and between the City
of Dubuque, Iowa and RG HOSPITALITY, LLC, a copy of which is attached hereto, is
hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute the
Amended and Restated Lease Agreement on behalf of the City of Dubuque and the City
Clerk is authorized and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are
necessary to comply with the terms of the Amended and Restated Lease Agreement as
herein approved.
Passed, approved, and adopted this 17th day of August, 2026.
Brad M.--Cavanagh, Mayor
Attest:
Adrienne N. Breitfelder, City Clerk
ri
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Kathy Goetzinger, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
08/07/2026
and for which the charge is 78.78
Subs ribed to before me,
Notary Pub i n and for
Dubuque County, Iowa,
this 7th day of August, 2026
Notary P Ij
in and for Dubuque County, Iowa.
Ar
JANET K. PAPE
ZCommission Number 199659
My Commission Expires
Iowa 12/11/2028
Ad text :
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 City Council agenda
will be posted the Friday before the meeting and will contain
public input options. The agenda can be accessed at
https://dubuqueia.portal.civicclerk.com/ or by contacting the
City Clerk's Office at 563-5894100,
ctyclerk@cityofdubuque.org.
Written comments on the public hearing may be submitted to
the City Clerk's Office by email at ctyclerk@cityofdubuque.org
or by mail to City Hall, 50 W. 13th St., Dubuque, IA 52001,
before the scheduled hearing. The City Council will review all
written comments at the time of the hearing.
Documents related to the public hearing 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 requiring special assistance should contact the
City Clerk's Office 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
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 Councils intent to approve the proposed Amended and
Restated Lease Agreement, to be held on the 17th 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 3rd day of August, 2026.
/sBrad M. Cavanagh, Mayor
Attest: /s/Adrienne N. Breitfelder, City Clerk
It 8/7