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Ham House - First Amendment to Lease Copyrighted May 1, 2017 City of Dubuque Consent Items # 12. ITEM TITLE: Ham House - First Amendment to Lease SUMMARY: City Manager recommending approval of a First Amendment to the Ham House Lease with the Dubuque County Historical Society to rectify insurance requirements. RESOLUTION Approving the First Amendment to Lease Agreement between the City of Dubuque, Iowa and Dubuque County Historical Society SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type Ham House Lease Amendment-MVM Memo City Manager Memo Lease Amendment Staff Memo Staff Memo First Amendment- Ham House Lease Supporting Documentation Resolution for Amendment Resolutions Current Lease Supporting Documentation THE CITY OF Dubuque DUB E i" Masterpiece on the Mississippi 2007.2012.2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: First Amendment of Lease for Ham House DATE: April 25, 2017 A recent request was received from the Dubuque County Historical Society for review of the insurance requirements in the Ham House lease. The current lease had both parties insuring the building and it is covered by the City. Senior Counsel Barry Lindahl reviewed the current lease and prepared the First Amendment rectifying the duplication. Leisure Services Manager Marie Ware recommends City Council approval of a First Amendment to the Ham House Lease with the Dubuque County Historical Society. I concur with the recommendation and respectfully request Mayor and City Council approval. d1L-A^1 Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Marie L. Ware, Leisure Services Manager THE CITY ODubuque U Bi E I erica .i Masterpiece on the Mississippi 2007-2012-2013 TO: Michael C. Van Milligen, City Manager FROM: Marie L. Ware, Leisure Services Manager SUBJECT: First Amendment of Lease for Ham House DATE: April 25, 2017 INTRODUCTION The purpose of this memo is to request City Council approval of the First Amendment of the Ham House Lease Agreement between Dubuque County Historical Society and the City. DISCUSSION A recent request was received from the Dubuque County Historical Society for review of the insurance requirements in the Ham House lease. The current lease had both parties insuring the building and it is covered by the City. Senior Counsel Barry Lindahl reviewed the current lease and prepared the First Amendment attached rectifying the duplication. RECOMMENDATION I respectfully request City Council approval of the attached resolution for a First Amendment to the Ham House Lease with the Dubuque County Historical Society. MLW:et 1 Prepared by Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 RESOLUTION NO. 153-17 APPROVING THE FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COUNTY HISTORICAL SOCIETY WHEREAS, the City of Dubuque, Iowa (Lessor) and the Dubuque County Historical Society (Lessee) entered into a Lease Agreement dated for reference purposes the 15th day of May, 2006; and WHEREAS, Lessor and Lessee desire to amend the Lease Agreement as set forth in the attached First Amendment to Lease Agreement; and WHEREAS, the City Council believes it is in the best interests of the City of Dubuque to approve the First Amendment to Lease Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE, IOWA AS FOLLOWS: Section 1. The City of Dubuque hereby approves the First Amendment to Lease Agreement between the City of Dubuque and the Dubuque County Historical Society, a copy of which is attached hereto. Section 2 The Mayor is authorized and directed to sign the First Amendment to Lease Agreement on behalf of the City of Dubuque. Passed, approved and adopted this 1st day of May, 1 `1 9 Roy D. Buf Mayor Attest: Kevin S. r'irnstahl, City Clerk F:\USERS\tsteckle\Lindahl\Resolutions\ResolutionApprovingFirstAmendmentToLeaseAgreement-DubCoHistoricalSocityHamHouse_041817.doc THE CITY OF DUB MEMORANDUM Masterpiece on the Mississippi TRACEY STECKLEIN PARALEGAL MEMO To: Kevin Firnstah_ I City Clerk DATE: May 10, 2017 RE: First Amendment to Lease Agreement between City and Dubuque County Historical Society — Ham House Kevin: We received in today's mail the attached fully executed original First Amendment to Lease Agreement between City and Dubuque County Historical Society regarding real property located at 2241 Lincoln Avenue, commonly known as the Ham House". We will retain a copy in our files. Thanks. © cc: Marie Ware, Leisure Services Manager F:\Users\Laserfiche Legal\Dubuque County Historical Society Lease\Firnstahl_OriginalHamHouseLease-FirstAmendment_051017.doc OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL tsteckle@cityofdubuque.org FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COUNTY HISTORICAL SOCIETY This First Amendment to Lease Agreement, dated for reference purposes the day of na , 2017, is made and entered into by the City of Dubuque, Iowa, a municipal cerporation (Lessor) and the Dubuque County Historical Society, an Iowa nonprofit corporation (Lessee). WHEREAS, Lessor and Lessee previously entered into a Lease Agreement dated May 15, 2006 (the Lease Agreement) regarding real property commonly referred to as the "Ham House" located at 2241 Lincoln Avenue, Dubuque, Iowa; and WHEREAS, Section 10.1(A) of the Lease Agreement requires Lessee to maintain property insurance on the Demised Premises and the Improvements; and WHEREAS, such insurance coverage is not required because the property is covered by Lessor's property insurance; WHEREAS, Lessor and Lessee desire to amend the Lease Agreement as set forth herein. NOW THEREFORE, in consideration of the mutual terms and covenants contained herein, Lessor and Lessee agree as follows: 1. Section 10.1(A) of the Lease Agreement is amended to read as follows: 10.1(A). Lessee is not required to provide property insurance coverage on the Demised Premises unless and until Lessor delivers to Lessee written notice that Lessee must provide such insurance with terms and coverage acceptable to Lessor in its sole discretion. However, Lessee shall provide insurance coverage on all contents, including but not limited to trade fixtures, equipment, personal property, museum items and artifacts, in all structures on the Demised Premises. 2. Insurance Schedule A is deleted and the attached Insurance Schedule is substituted in lieu thereof. 3. All other terms and conditions of the Lease shall remain in full force and effect. 041817baI LESSOR: LESSEE: CITY OF DUBUQUE, IOWA By: DUBUQUE COUNTY HISTORICAL SOCIETY 1' .A‘l By: /#1,.e:21.1e4, 4 -- Roy D. sol, Mayor Michael Bde Interim Preident and CEO F:\USERS\tsteckle\Lindahl\Agreements\FirstAmendmentToDubCoHistoricalSociety-Ham HouseLeaseAgreement_041817.docx 2 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permitees 1. Insurance Schedule shall fui-nish a signed certificate of insuranc to the Clty of Dubuque, lowa for the coverage required in Exhibit prior to the lease, license, orpermit commencement. All lessees ofCity property and right of way Iicensees or permlttees shall submlt an updated certificate annualty. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Eg: Project # or lease of premfses at orconstruction of or right of way permftted location and descriptiori 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to the Department of the City of Dubuque. 4. Tho lessee, ticensee,or permittee shall be required to carry the minimum coverage/limits, or greater if required by law or other legaagreement, Tn Exhibit 1. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a materisi breach of the lease, license, or permit. n. 411 required endorsernents shalt be attached to certif[cate. 7. Whenever a specific ISO form 15 referenced the currentedition ofthe forrn must be used unless an equivalent forrn is approved by the Finance Director. The tessee, licensee, ar permittee must identify and list In writing all deviations and exclusions from the 150 form. n. If lessee's, licensee's, or perrnittee's limits of liability are higher than the required minimum limits then the lessee's, licensee's, or permittee'5 limits shall be this agreement's required limits. 9. Lessee, licenseeor perrnittee shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificateof insurance from all such subcontractors and sub -subcontractors. uessee,|icensee,orpennuteeage,sthatitsha||beliob|efnrthefaUurenfasubo,ntramnraodsub- subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates frorn the lessee, ltcensee, or permittee. Page 1 of 4 lnsurance Schedule Lessees Of City Property; Right Of Way Licerisees or Permittees 3 City of Dubuque lnsurance Requirements for Lessees of City Propertyaod Right of Way Licensees or Permitees Insurance Schedule (continued) Exhibit 1 A) COMMERCIAL GENERAL LIABrLJTY Genera Aggregate UmTt $2;000/000 Products -Completed Operations Aggregate Limit $1,000J000 Personal arid AdverUsng Injury Umt $z'noo,unn Each Occurrence $z'mmo,noo Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 a) Coverage shair be writtenn on an occurrnce not c1ams made,form. The general abUity coverage shall be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the standard 150 commercial general liability form CG 0001, or Business owners form BP 0002, shall be cIeary identjfied. b) include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit." m) Include endorsement indicating that coverage is primary and non-contributory. d> Include Preservation of Governmental Immunities Endorsement (Sample attached). e) tnclude an endorsement tliat deletes any fellow employee exclusion. f) Include additional insured endorsementfor: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use 150 form CG 20 10 (Ongoing operatiors) or its equivalent. g) If lessee, licensee, or permittee utilizes Trikkes or Segways in the conduct of business, include an endorsement reflecting that these vehicles are not excluded from Commercial General Liabiflty coverage. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by lowa Code Chapter 85 as amended. Coverage A Coverage Statutory—State of Iowa Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Poocyumo'oiseose $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sec. 87.22 yes form attached C) ENVIRONMENTAL IMPAIRMENT LIABILITY OR POLWTION LIABILITY Coverage required: yes no Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including. but not Iimited to, petr&eurn products,the removal of lead, asbestos, ar PCBs. Pollution product and comp[eted operations coverage shall also be covered. Page 2 of 4 Insurance Schedule Lessees Of City Property; Right OfWay Licensees or Permittees 4 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permitees 52,000,000 each occurrence $4,000,000 policy aggregate a) Policy to include premises and transportation coverage. b) Include additional insured as stated in A(f). c) Include Preservation of Governmental Immunities Endorsement. d) Provide evidence of coverage for 5 years after completion of project. 0) PROPERTY INSURANCE REQUIRED BY LEASE. LICENSE. OR PERMIT yes no Evidence of property coverage provided yes Page 3 of 4 Insurance Schedule Lessees Of City Property; Right Of Way Licensees or Permittees 5 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permitees Preservation of Governmental Immunities Endorsement 1. Nonwaiver of Governmental Immunitv. The insurer Nonwaiver of Governmental Immunity. The insurer expresslymgreeoandstatexthetthepur6mueof this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Cade of !owa Section 6704 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurerfurther agrees that this policy of insurance shall cover on!y those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those dams not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non-Deffla of Coverage. The insurer shafl not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the aty of Dubuque, Iowa. No Other Chane in Poicv.The above preserydonofguvmrnmenta|inmonUbeouhaUnotnthenwbc change nralter the coverage available under the policy. SPECIMEN Page *^f4 Insurance Schedule Lessees ofCity Property; Right nfWay Licensees or Permittees 6 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees orPwnniteeo Preservation of Governmental Immunities Endorsement 1. NonwaivmofGovernmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 67OE4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Governrnent Immunitv. The City af Dubuque,Iowa shall beresponsible for assertThg any defense of governmental immunity, and may do so at anytinieandshall d000upon the timely written request of the insurer. 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of government& immunity asserted by the CV/ of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change oralter the coverage available under the policy. SP FCIMEN 4 of 4 Insurance Schedule Lessees Of City Property; Right ofWay Licensees or Permittees 6 Prepared by Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 RESOLUTION NO. 153-17 APPROVING THE FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COUNTY HISTORICAL SOCIETY WHEREAS, the City of Dubuque, Iowa (Lessor) and the Dubuque County Historical Society (Lessee) entered into a Lease Agreement dated for reference purposes the 15th day of May, 2006; and WHEREAS, Lessor and Lessee desire to amend the Lease Agreement as set forth in the attached First Amendment to Lease Agreement; and WHEREAS, the City Council believes it is in the best interests of the City of Dubuque to approve the First Amendment to Lease Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE, IOWA AS FOLLOWS: Section 1. The City of Dubuque hereby approves the First Amendment to Lease Agreement between the City of Dubuque and the Dubuque County Historical Society, a copy of which is attached hereto. Section 2 The Mayor is authorized and directed to sign the First Amendment to Lease Agreement on behalf of the City of Dubuque. Passed, approved and adopted this lst day of May, ?O1 Attest: Ke in S.-FirnstaI I, City Clerk Roy D. Bu , Mayor F:\USERS\tsteckle\Lindahl\Resolutions\ResolutionApprovingFirstAmendmentToLeaseAgreement-DubCoHistoricalSocityHamHouse_041817.doc CERTIFICATE of the CITY CLERK STATE OF IOWA ) SS: COUNTY OF DUBUQUE ) 1, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such City Clerk, 1 have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 153-17 is a true and correct copy of the original. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, Iowa. Dated at Dubuque, Iowa, on this 2nd day of May, 2017. Kei S. Firnstahl, CMC, City Clerk LEASE AGREEMENT BETWEEN d THE CITY OF DUBUQUE, IOWA AND DUBUQUE COUNTY HISTORICAL SOCIETY THIS LEASE AGREEMENT (the "Lease") dated for reference purposes the�_ day of /W I , 2006, between the CITY OF DUBUQUE, IOWA, a municipal corporation (Lessor) and DUBUQUE COUNTY HISTORICAL SOCIETY, an. Iowa nonprofit corporation (Lessee). ARTICLE I j DEMISE AND TERM 1 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 real property commonly referred to as the "Ham House" located at 2241 Lincoln Avenue Dubuque, Iowa, legally described in Exhibit A, attached hereto, together with any and all j easements and appurtenances thereto and subject to any easements are restrictions of record (the "Demised Premises"), to have and to hold for a term of twenty-five (25) years commencing on . T4WP_ 2006 and terminating at 11:59 p.m. on m , 2031, subject to all of the terms, covenants, conditions and p agreements contained herein. I ARTICLE II RENT N, 2. 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 of One Dollar per year. h ARTICLE III 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") are 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. Provided, i e further, that upon ten (10) days' prior written notice to Lessor, Lessor shall prepare and deliver to Lessee a certificate in recordable form 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. improvements. On delivery of possession of the Demised Premises to Lessee, Lessee shall be entitled to construct on the Demised Premises all structures, buildings or other improvements as agreed upon in writing by the Lessor and Lessee (the "Improvements"). Lessor covenants and agrees to keep and maintain the exterior of the leased premises including windows on the principle structure (Ham House). Lessee covenants and agrees to keep and maintain the interior of the leased premises in good repair and any improvements to the interior thereof shall be made at the j Lessee's expense. Lessor shall have the right, in its reasonable discretion, to approve the design, appearance and quality of any such Improvements, which approval shall not be unreasonably withheld or delayed. It shall be unreasonable for Lessor to withhold such consent if such design, appearance and quality are generally compatible with other such buildings in the area. Lessor agrees to provide all permits, variances and approvals reasonably required to develop and construct the proposed meeting and - entertainment center on the Demised Premises, as set forth in Article I of the Lease. All 1 improvements presently on the Demised Premises and all Improvements hereafter constructed on the Demised Premises are and shall be the property of Lessee during a the continuance of the term of this Lease and no longer. Upon any termination of this j Lease, by reason of any cause whatsoever, if the Improvements or any part thereof shall then be on the Demised Premises, 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 p part thereof then within the Demised Premises shall be surrendered by Lessee to Lessor. No further deed or other instrument shall be d 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 deed confirming that all of Lessee's right, title, and interest in or to the Improvements has expired, and that title to the Improvements has vested in Lessor. 3.3. Signage. Lessee may install up to two sign up to 32 square feet per sign, not to exceed 10 feet in height and sign cannot encroach on public row or block visibility triangle at access drives. All proposed signage must be reviewed and approved by the City Manager prior to obtaining a sign permit. ARTICLE IV ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST 4.1. Lessee's right to encumber leasehold interest. Lessee may encumber by mortgage, deed of trust, or other proper instrument, its leasehold interest and estate in the Demised Premises, together with all Improvements placed by Lessee on the Demised Premises, as security for any indebtedness of Lessee. The execution of any 2 p. mortgage, deed of trust or other instrument, or the foreclosure of any mortgage, or deed of trust or other instrument, or any sale, either by judicial proceedings or by virtue of any power reserved in a mortgage or deed of trust, or conveyance by Lessee to the holder of the indebtedness, or the exercise of any right, power or privilege reserved in any mortgage or deed of trust, shall not be held as a violation of any of the terms or conditions of this lease agreement or as an assumption by the holder of the j indebtedness personally of the obligations of this lease agreement. 4.2. Notice to Holder of encumbrance; right of Holder to cure Lessee's default. If 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 of the existence of the encumbrance and the address of the Holder, then Lessor will 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 II 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 i provided in this Lease, pay any of the rents due under this Lease or pay any taxes and y 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 j 15.2. 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 a would have been if done and performed by Lessee. ARTICLE V TAXES 5.1. Lessee agrees to pay as additional rent an amount equal to real estate taxes upon the real estate of the Demised Premises that become payable during the term hereof. Lessee shall further provide to Lessor official receipts of the appropriate taxing authority or other evidence satisfactory to Lessor evidencing payment thereof. 5.2. The Lessee further agrees to pay all other taxes, rates, charges, levies and assessments, general and special, 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 said real estate, any buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed upon the leasehold estate hereby created and upon the reversionary estate in said real estate during the term hereof, and.all such other taxes, rates, charges, levies and assessments shall be paid by Lessee as they become due and before they become delinquent. 3 s 5.3. Lessee agrees to timely pay all taxes, 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 premises, during the term of this j Lease. 5.4. Nothing rherein shall require Lessee to pay any of Lessor's income taxes, surtaxes, excess profit taxes or any taxes on the rents reserved to Lessor hereunder, 5.5. Lessee shall at all times have the right to contest in good faith, in any proper proceedings, in the name of Lessor if necessary, the payment or satisfaction of any such taxes, assessments, rates, charges or levies so agreed to be paid by Lessee, if the validity thereof, or the right to assess or levy the same against or collect the same from said Demised Premises or improvements, shall be disputed. Upon the conclusion of any such suitor proceedings, or not less than three (3) months prior to the date when the right to redeem therefrom expires, whichever will be the earlier, Lessee will promptly pay and satisfy such disputed tax, assessment or other charge as finally determined, together with all expenses, costs and attorneys' fees whatsoever incurred in connection therewith. ARTICLE VI I REPAIRS 6. 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. Lessee shall. keep and maintain the Demised Premises and all improvements in superior condition, i 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 n reasonable notice to Lessee, Lessor may, at its discretion, conduct an annual inspection of the Demised Premises to determine Lessee's compliance with this Article VI. ARTICLE VII COMPLIANCE WITH LAW 7.1. During the term of this Lease, Lessee shall comply with all applicable laws applicable to Lessee's use of the Demised Premises, the breach of which might result in l any penalty on Lessor or forfeiture of Lessor's title to the Demised Premises. 7.2. Lessee shall not commit waste on the Demised Premises except as necessary for the removal or construction of any buildings and Improvements on the Demised Premises, but shall not be liable for any damages to or destruction of any buildings or improvements on the Demised Premises, nor be required to repair or rebuild the buildings or Improvements. f i e i 4 7 ARTICLE VIII ALTERATIONS 8. Lessee shall have the right, at Lessee's expense, from time to time during the term of this Lease to make such alteration, addition, or modification to the Demised Premises or the improvements thereon as shall be agreed upon it writing by Lessor and Lessee. ARTICLE IX USE OF DEMISED PREMISES 9. Lessee will not use or allow the Demised Premises or any buildings or Improvements thereon or any appurtenances thereto, to be used or occupied for any unlawful purpose or in violation of any certificate of occupancy. Lessee will 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 may be dangerous, unless safeguarded as required by law, or which may, in law, constitute a j nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. I j ARTICLE X INSURANCE 10.1. Lessee will at all times during the term of this Lease maintain insurance on the Demised Premises of the following character: I A. Insurance against loss or damage by fire and other risks and perils from time to time included under standard extended coverage i endorsements in an amount equal to not less than ninety percent (90%) of the replacement value of the Demised Premises and the Improvements, (exclusive of the costs of excavation, foundations, and footings below the lowest floor) B. Insurance as set forth in the Lessor's standard Insurance Schedule for Lessees of City Property, as such uniform, standardized schedule may from time to time be amended. The current Insurance Schedule is attached to this Lease Agreement as Insurance Schedule A. 10.2. Such insurance shall be written by companies legally qualified to issue such insurance in the State of Iowa and such insurance shall name as the insured i parties thereunder, Lessor, or its assigns, and Lessee, as their interests may appear. Lessor shall not be required to prosecute any claim against any insurer or to contest any settlement proposed by any insurer, provided that Lessee may, at its cost and expense, prosecute any such claim or contest any such settlement, and in such event 5 i i Lessee may bring any such prosecution or contest in the name of Lessor, Lessee; or both, and Lessor shall cooperate with Lessee and will join therein at Lessee's written request upon receipt by Lessor of an indemnity from Lessee against all costs, liabilities, and expenses in connection with such cooperation, prosecution, or contest. 10.3. Lessee shall deliver to Lessor promptly after the execution and delivery of this Lease the original or duplicate policies or certificates of insurers satisfactory to Lessor evidencing all the insurance which is then required to be maintained by Lessee hereunder, and Lessee shall, within 30 days prior to the expiration of any such insurance, deliver other original or duplicate policies or other certificates of the insurers evidencing the renewal of such insurance. Should Lessee fail to effect, maintain, or a renew any, insurance provided for herein, or to pay the premium therefor, or to deliver to 1 Lessor any of such policies or certificates, Lessor, at its option, but without obligation so to do, may procure such insurance, and any sums expended by it to procure such insurance shall be additional rent hereunder and shall be repaid by Lessee within 30 days following the date on which demand therefor shall be made by Lessor. Such j insurance policy(ies) shall contain a provision that such policy(ies) shall not be canceled or reduced in scope without thirty (30) days prior written notice to Lessor. 10.4. Each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Lessor and Lessee each hereby releases and waives all right of recovery against the other or anyone claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if II, both releasors' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance, and also provided that such policies can be obtained without additional premiums. Lessee acknowledges that Lessor will not carry insurance on Lessee's furniture and/or furnishings or any trade fixtures or equipment, improvements, or appurtenances removable by Lessee or Lessee's leasehold improvements and agrees that Lessor will not be obligated to repair any damage thereto or replace the same. ARTICLE XI LESSOR'S WARRANTIES AND REPRESENTATIONS 11.1. Lessor's Representation Of Good Title. Lessor covenants and warrants that its is lawfully seized in fee simple of the Demised Premises, 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. 6 d 11.2. Lessor covenants and agrees that Lessee shall have no responsibility for or liability arising from any Hazardous Substance which was in, on or about the Demised Premises prior to the commencement date of this Lease ("Prior Hazardous Substances") or which leach or migrate upon the Demised Premises from any property owned by Lessor or their affiliates ("Lessor Hazardous Substances"). 3 For the purposes of this Lease, "Hazardous Substance" or "Hazardous I 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 4556, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos, (iv) designated as a "hazardous a 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 4 "hazardous substance" pursuant to §101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.C. §9601 et seq., or (vii) defined as a N "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. §6991 et seq. ti l ARTICLE XII i INDEMNIFICATION j 12. Indemnification of Lessor. Lessee shall protect, indemnify, and save harmless Lessor from and against all liabilities, obligations, claims, damages, penalties, fl 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 act or omission 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 with any of the terms of this Lease. In case any action, suit, or proceeding is brought against Lessor by reason of such occurrence, Lessee will, at I Lessee's expense, resist and defend such action, suit, or proceeding, or cause the same to be resisted and defended by counsel approved by Lessor. ARTICLE XIII CONDEMNATION 13.1. Entire Condemnation. If at any time 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 I 0 7 size to permit Lessee to operate its business thereon in a manner similar to that prior to such taking. 13.2. 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: A. 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. B. To Lessee, I� the entire award except that portion allocated to Lessor above, including but not limited to, the value of the improvements plus any other amount assessed for Lessee. I� 13.3. 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 entire award for such partial condemnation shall be paid over to Lessee, and Lessee shall proceed with reasonable diligence to carry 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, there shall be no abatement in the Basic Rent Lessee is required to pay hereunder. 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, as provided for in this Article 13.3, Lessee shall be entitled to the entire award for such partial taking. 13.4. Temporary Taking. If the temporary use of the whole or any part of the Demised Premises or the Improvements thereon or the appurtenances 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 8 i Premises and the improvements as soon as reasonably practicable after such temporary taking. 13.5. Effect of Taking. If any taking renders the construction of the meeting and entertainment center or hotel impossible, any financial penalties set forth in Section { 1.3 (regarding the meeting and entertainment center) or Section 24.5 (regarding the hotel) shall not be applicable. ARTICLE XIV ASSIGNMENT AND SUBLETTING 14. Lessee shall not assign or transfer this Lease or sublease the whole or g any part of the Demised Premises without the prior written consent of Lessor. II ARTICLE XV DEFAULT 15.1. Lessor's Rights in the Event of Lessee's Default. If Lessee shall fail or l neglect to observe, keep, or perform any of the covenants, terms, or conditions 1 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 a complete the same with all due diligence), then and in any such event, Lessor shall have the right at its option, on written notice to Lessee, to terminate this Lease and all rights u of Lessee under this Lease shall then cease. Lessor, without further notice to Lessee, 1 shall have the right immediately to enter and take possession of the Demised Premises with or without 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 9 estate, without incurring 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. 15.2. 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, 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 9 i 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. In the event that the a 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 15.2, 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 1 specifically preserving all unexercised options. ARTICLE XVI RIGHT TO CURE OTHER'S DEFAULTS ii 16. 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, upon thirty (30) days' prior written notice to such defaulting party, the other party, 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 j 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. J ARTICLE XVII QUIET ENJOYMENT 17. 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. ARTICLE XVIII WAIVER 5 10 s u a 18. No waiver by Lessor of any breach by Lessee of any term, covenant, condition, or agreement herein and no failure by Lessor 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 Lessor 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 l 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. ARTICLE XIX SURRENDER 19. Lessee shall, on the last day of the term of this Lease or upon any termination of this Lease hereof, 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, free and clear of all lettings and occupancies, free and clear of all liens and encumbrances other than those existing on 1 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, or for the contents thereof or appurtenances thereto. At Lessor's option, Lessor and Lessee shall agree to jointly remove any or all of the Improvements located on the Demised Premises. Provided, however, that Lessee's Trade Fixtures, personal property, 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 to remove the same. ARTICLE XX MEMORANDUM OF LEASE 20. Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Lease in form suitable for recording 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 Basic Rent payable hereunder. ARTICLE XXI NOTICES i 21.1. 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 11 u deposited in the United States mail, registered and postage prepaid, and addressed as follows: TO LESSOR: City of Dubuque, Iowa 50 West 13th Street Dubuque, Iowa 52001 TO LESSEE: Dubuque County Historical Society 3rd Street Ice Harbor Dubuque, IA 52001 i 21.2. The address to which any notice, demand, or other writing may be given j or made or sent to any party as above provided may be changed by written notice given by the party as above provided. ARTICLE XXII MISCELLANEOUS 22.1. Time of the Essence. Time is of the essence of this Lease and all of its provisions. I N 22.2. Governing Law. It is agreed that this Lease shall be governed by, i construed, and enforced in accordance with the laws of the State of Iowa. 3 i 22.3. Attorney Fees. In the event that any action is filed in relation to this 1 Lease, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 22.4. 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. a 22.5. 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. 22.6. 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. 12 22.7. Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the day and year first above written. j H q LESSOR: a a 4 [SEAL] CITY OF DUBU UE, IOWA 9 Attest: e'413y: Roy D. EVol, Mayor LESSEE: DUBUQUE OU TY HIST RICAL SOCIETY Attest: jin, iA%,k By: Jerry Enzler cutive Director77 h i n A F:\USERS\tsteckle\Lindahl\Agreements\HamHouseLease_051706.doc Last saved by Tracey stecklein;5/17/2006 9:49 AM a 13 I i DUBUQU CO NTY HISTORICAL SOCIRTY By Jerry En r, Ive Direc or STATE OF IOWA ) COUNTY OF DUBUQUE ) ss: On this 15tH da of May g �� i y 2006, before me,C't n�a-�� . &e t f , a Notary Public in and for the State of Iowa, personally appeared Roy D. Buol and Karen M. Chesterman, to me personally known, and, who, being by me duly sworn, did 'I say that they are the Mayor and Deputy City Clerk, respectively, of the City of Dubuque, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council, as contained in Resolution No. 205-06 adopted by the p City Council of the City of Dubuque, Iowa, on the 15th day of May, 2006, and that they acknowledged the execution of the instrument to be their,voluntary act and deed and h the voluntary act and deed of the corporation, by it voluntarily executed. ti I P d FONSTANCE L. RIEDL Notary Public in and for State of Iowa T!s !an wum�r 1192b2 mmis&lon Explr-al— 07 h STATE OF IOWA ) COUNTY OF DUBUQUE ) ss: On this day of , 2006, before me, a Notary Public in and for the State of Iowa, personally appeared Jerry Enzler, to me personally known, who being by me duly sworn did say that he is the Executive Director of Dubuque County Historical Society, that (the seal affixed hereto is the seal of said)(no seal has been procured by the said) Society and that said instrument was signed (and sealed) on behalf of said Society by authority of its Board of Directors and he acknowledged the execution of said instrument to be the voluntary act and deed of said Society, by it voluntarily executed. Notary Public in and for State of Iowa F:\USERS\tsteckle\Lindahl\Agreements\Ham House Me mora ndumLea seAgree_051706ba1.doc Last saved by Tracey Stecklein;5/17/2006 9:37 AM I 1 q EXHIBIT "A" Parcel # 1107251003 Lots 530, 1 of 531, 2 of 531 and 532 all in Hams Addition, in the City of Dubuque I i j I i i. li i li n 9 1 14 INSURANCE SCHEDULE A INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS i (SUPPLIERS, SERVICE PROVIDERS)TO THE CITY OF DUBUQUE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide. 2. All policies of insurance shall be endorsed to provide a thirty(30)day advance notice of cancellation to the City of.Dubuque, except for 10.day notice for non-payment, if cancellation is prior to the expiration date.This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa l for the coverage required in Paragraph 6 below. Such certificates shall include copies of the following policy endorsements: j a) Commercial General Liability policy is primary and non-contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. I 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered amaterial breach of this agreement. 6. shall be required to carry the following minimum coverage/limits or greater j if required by law or other legal agreement: j a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 I Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit(any one occurrence) $ 50,000 Medical Payments $. 5,000 This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97 "Designated Location (s) General Aggregate Limit"shall be included. All deviations or exclusions from the standard ISO commercial general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. 15 I INSURANCE SCHEDULE A(Continued) INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS)TO THE CITY OF DUBUQUE Governmental Immunity Endorsement identical or equivalent to form attached. l Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers shall be named as an additional insured on General Liability Policies using ISO endorsement CG 20 26 0704"Additional Insured— Designated Person or Organization," or it's equivalent. —See Specimen b)WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident $100,000 Each Employee— Disease $100,000 Policy Limit Disease $500,000 1 1 c) UMBRELLA EXCESS LIABILITY LIQUOR OR DRAM SHOP LIABILITY Coverage to be determined on a case by case basis by Finance Director. i i i ail f Completion Checklist ❑ Certificate of Liability Insurance (2 pages) ❑ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) ❑ Additional Insured 20 26 07 04 ❑ Governmental Immunities Endorsement i i 16 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1 . Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. a 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non-Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the ;P defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. 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'AL#%tt�.�Y 45l.Yz'Wt7. ,.,..,,.,....... .,..«",,.««.. ,..,«,.,,..««.,,«,... •bt'«a.li�dx at fir.:;dtm"`1.xFSS � ���� I P:�St:NIP"3iW7i»'�'i11�k,7PA6t,7�{!4ly.eA43Ps,Pat t4tMr4YX4tlaK.A,'�Ri+:+,tRY:4Cr�57.it".}Y�k$iffi,CiNCN'r Wl„Ti:9`s'P$t#31a`G I%MM i3 ;111JBB C IS L :STEL AN AL�17 t N i k51 >h URAL LIAATtTTY 1101_lClf q 1&M, ISO EL OR - EK FORK`C(; 20 26 07 04 "AURTI,TONAl. a,N5tjf&U_l*:Sj£NATjEO P~ OR ORGMIZ<AiTION" OR ITS EQUIV'Li«ANT. ,ENERAL LIABILITY POLICY 15 PB3NI#,RY AND N(W-000TORTWING. FORM CG sS 04 01 11 "VESICNATED LOCATIONS" ENERAL LIABILITY AOGRFGA t L:..TNrf SHALL BE INCLUDED. CO1rERNMI NTAL. ITPtMuNITIES ENOOOSIMEITT IS INCLUDED. LI POLICIES SHALL MR ea 3&E CEIAM n Tr'L 1°IafTd 3,g DAY ADVANCE NOTICE CE OE C44t 1 LR. jTT 1 TO.L.IY OFi LiB9JQISE p� £T€Y OP Dootot L*w Pt iTT k3 t Tri aYa ra t a iP:r rw an nru marm i a vw t to, tY HALL SSS W, 11'EII St'RkE7 1 �Lafa t r aLa � a XXX ? YK UULtU;JUL. LA S UrA7 arar>rP a aw trer rirPwax aACCR'C 2A tM1,"0B G6 4 5 ltfafil 31 1 'f 19 IMPORTANT l if me cat,°ticaw ha`ai"it.an PaM i ZONAL INSVRED,0.10 irk RV.(k-* iA ttawnwnt xatr irru a,tgj alp(Jles net fi rter€ 3?o to the riiifr rtrx irK lr t r ita iirtr ur%,ooi rtar�rx :r't�a'rtt5, 9 if$SUDROGaNTION IS'r IArVF.0a SU"V.to tare tela Pulte",,rrraaf 1 MgUirr,S A S.WPmend Ur1 7i'tiu s3i`ti.4;.ttG'guts*,ot,41worm Ot4i4rs it: r krail,a''S ir:tz holder in fish¢of tkr r3r zlrs rrtsma(�r. rii;La�f�tl y i i i he tMgnft W of tYt":nca on the rpmme side of fay a f m titrriro rteA spa,wtili&as wiitaor t txi sra r -he mui:~fit rrtslar(t4 t, e!wted tixlai arta(AW)COW Ir `eiv,mil Jta�,.:.,it tlPriTafr rw w frsau ,ivotl ail 1,1wend or aft,In r coverage 3 tsr4ol Ly 0 w.frriivivs liar-3 IIwamw. a SPECIMEN 5 'II Id q i u 1 A1"ORD 25 t200184i#i s i 1 r 20 4 i 'y ✓ C NW1C MO■MP.ytAL 4304 1 5iA..L LIABILITY ++ ( yW AI G 2S THIS ENDORSEMENT CHANGES THE POLi Y. PLFAE READ IT CAREFULLY. DESIGNATED LCIONS GENERAL AGGREGATE LIMIT I This oaxl (sera 'xt moffififA irmtrnnrA rttnvioti uod(� COMMERCIAL GENERAL i.Ltm1 try Ct vf--Rrar: .Fut till arms vxhiulr thr trrs rW bwsnes legietlj G. Mon coyc' r, tar tk..) +ly Akiinfg Die cl the odli w to pay as &Msigee cqulaod by 'rrrt rtr in o4rmpleted cper dans hazard' ie prrr- cat rt rr asrese'" under VVERAG".A ,SWI*t« vieed, any p aymeals fess damages twcguso of l`,ay and im all rnediwl p_xI*ra*u.:c;tAiwwl a nrmiw 'ahodiy ltqury�of„ptcpixly damage" talo ed in cients under r G ERAGE C(SECTION t),wk h the *;a& ttion t1a�rd"wili oanna be.allabulert ortli,to Opeistoer.at a fit... sedum rite Prodtr .s-Compiel Opmaifione i .. gle designatod lor„ati £i" shown in the Scihpdiile Gregate UaOL and not redwo, the G".r rl 4,. above, O"Ole unit nor the l.restgnstao 1.f3cahnn cen- 1. Aw p mentre made under COVERAOL A eral Apgregaut Urrlit, for dwiapes or riari rO'ER,,G far U, For thopuposes of this endursenvint, the f- tt'i fi p6nses shall redurre the amount wtltion tee is:areterwrm t,',V the sdliirar CA a+ailahle under Me Ganuia^rl Ag,�r Oft LIMIT the fathrrrirp OeF lf�cty co the Ptxctuck, Cv.­ipItAzd Opeiabons q'^ 'Lonsliod,rX*'a7fw pmm �WON no V' same gr aft Uriiit.s«sisi.lrs r is eppi orbic and at iFaww ±to isms, or pm"ier:s w1we connuc- C. 1. s pt ,/rr is srtolt not rc=e3we any Desi rfabd ion is 111WIVItOd OnPi by a sem,rtrwrdway, ro< l.rr^,a st Gwrj.raIAQpqutv Until, temay or ?-t wf.rr j of e r iirt d. e* l he provisions eft'I_irrsie Of Insurara (S'scrl`l l*t ttl) riat 00re"lise m ciifi f by this sc+rtriomwicni shed wit; i 1 1 i i Prepared by:Barry A. Lindahl,Esq.,Suite 330,300 Main Street,Dubuque,IA 52001-6944,563-583-4113 MEMORANDUM OF LEASE AGREEMENT I� This Memorandum of Lease Agreement (Memorandum) is dated for references purposes the 15th day of Maj , 2006, by THE CITY OF DUBUQUE, IOWA, an Iowa Municipal Corporation (Lessor) whose address for the purpose of this Lease is City Hall, 50 West 13th Street, Dubuque, Iowa 52001 and DUBUQUE COUNTY HISTORICAL SOCIETY, (Lessee) whose address for the purpose of this Lease is 3rd Street Ice Harbor, Dubuque, Iowa 52001. �I FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged by Lesson Lessor has leased to Lessee and Lessee has as eased, upon and subject to the terms and conditions set forth in one certain Lease Agreement, dated the 15thday of May , 2006, the following described real estate: Lots 530, 1 of 531, 2 of 531 and 532 all in Hams Addition, in the City of Dubuque The terms, covenants and conditions of the aforesaid Lease Agreement by and between the parties are hereby referred to and made a part hereof, the same as though fully set forth herein. d This Memorandum is a form thereof for the purpose of notice. In the event of a conflict between the provisions of this Memorandum and the longer form.of the Lease Agreement executed by the parties, the terms and provisions of the longer form of the Lease Agreement shall prevail. Dated this '.1-115thday of May , 2006. CITY OF DU QUE, IOWA By Roy uol, Mayor By Karen M. Chesterman, Deputy City Clerk 23 IIIIIIIIIIII II VIIIIIIIII ILII VIII VIIIIIII I IIII I VIII IIIIIII II Doc ID: 005448750004 Type: GEN Recorded: 07/07/2006 at 03:16:30 PM Fee Amt: $22.00 Pape 1 of 4 Dubuque County Iowa Kathy Flynn Thurlow Recorder File2006-00010390 1 i Return to: Jeanne F. Schneider, City Clerk, 50 West 13th Street, Dubuque IA 52001 I i li Prepared by:Barry A.Lindahl,Esq.,Suite 330,300 Main Street,Dubuque,IA 52001-6944,563-583-4113 h II MEMORANDUM OF LEASE AGREEMENT This Memorandum of Lease Agreement (Memorandum) is dated for references purposes the 15th day of ma- 2006, by THE CITY OF DUBUQUE, IOWA, an Iowa Municipal Corporation (Lessor) whose address for the purpose of this Lease is City Hall, 50 West 13th Street, Dubuque, Iowa 52001 and DUBUQUE COUNTY HISTORICAL SOCIETY, (Lessee) whose address for the purpose of this Lease is 3rd Street Ice Harbor, Dubuque, Iowa 52001. FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged by 1' Lessor, Lessor has leased to Lessee and Lessee has leased, upon and subject to the terms and conditions set forth in one certain Lease Agreement, dated the 15thday of may , 2006, the following described real estate: Lots 530, 1 of 531, 2 of 531 and 532 all in Hams Addition,in the City of Dubuque The terms, covenants and conditions of the aforesaid Lease Agreement by and between the parties are hereby referred to and made a part hereof, the same as though fully set forth herein. This Memorandum is a form thereof for the purpose of notice. In the event of a conflict between the provisions of this Memorandum and the longer form of the Lease Agreement executed by the parties, the terms and provisions of the longer form of the Lease Agreement shall prevail. u Dated this -.i 15thday of may , 2006. CITY OF DU QUE, IOWA By -'�V � ZLZ Roy . uol, Mayor B ter- Y Karen M. Chesterman, Deputy City Clerk f�, DUBUQU CO NTY HISTORICAL SOCIRTY 1 By Jerry Enzvr, ESRT1ve 965-3 76-r STATE OF IOWA ) I COUNTY OF DUBUQUE ) ss: ��f On this 15th day of May , 2006, before me,Nn.�aykcG _ &e� a Notary Public in and for the State of Iowa, personally appeared Roy D. Buol and Karen M. Chesterman, to me personally known, and, who, being by me duly sworn, did say that they are the Mayor and Deputy City Clerk, respectively, of the City of Dubuque, a Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council, as contained in Resolution No. 205-06 adopted by the i( City Council of the City of Dubuque, Iowa, on the 15th day of May, 2006, and that they acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. " ONSTANCE L.RIEDL Notary Public in and for State of Iowa Commission Number 118252 G o.- Ily Commistlon Expires � 07 ,�,.. . STATE OF IOWA ) COUNTY OF DUBUQUE ss: On this /6 day of � , 2006 before me a Nota Public c In and for the State of Iowa, personally a eared Jerry Enzler, to me personally known, who being by me duly sworn did say that he is the Executive Director of Dubuque County Historical Society, that (the seal affixed hereto is the seal of said)(no seal has been procured by the said) Society and that said instrument was signed (and sealed) on behalf of said Society by authority of its Board of Directors and he acknowledged the execution of said instrument to be the voluntary act and deed of said Society, by it voluntarily executed. '4�otary Public in and for State of Iowa F:\USERS\tsteckle\Lindahl\Agreements\HamHouseMemorandumLeaseAgree_051706bal.doc Last saved by Tracey Stecklein;5/17/2006 9:37 AM ('0Mkfl1`!310N 70-9027 14't tip: f} B hey co1m&118100 Et Pffi1'tS 3/26/0:7 i STATE OF IOWA ISS: CI7YOFD,UB000E;aoWA,. DUBUQUE COUNTY OFF`IC:1l►L{NOTICEi ' NOTICES ig'hereby.giVeri that fhe City Cbunciltof Du=., buque,Iowa,will,conduct a publib heanhg at,a•meeting CERTIFICATION OF PUBLICATION to commehce at 6:30 p.m„ on the i 5th day of May,, 2006 in the Public Library;, Auaitorium''360 Westaith` Streat td:consider a lease;; agreement'between the'City of�ubuqu2 ana the:bubu- I, Kathy Hefel-Goetzinger, a Billing Clerk for Woodward Communications, Inc., que County,Historical,So- ciety for use of,.the Ham an Iowa corporation, publisher of the Telegraph Herald,a newspaper of general House)ora 25 year term, expiring :May 31,.;2o3,; circulation published in the City of Dubuque, County of Dubuque and State of (Copy of,supportmg;docu- rments are„on file ih the Iowa• hereby certify that the attached notice was published in said newspaper on City Clerl�'s Offio+a ahc�; may bi the following dates: May 5, 2006; and for which the charge is $12.74. working Written comments re, rtl- irjg saitl Idase,agreement may be'submitted to the City. Clerk's Office on i, before the;time,of public heanng pub said Me and `place of p, hc ear hin all interest-, ed citizens and+parties Will b given ara opportunity to be heard'agfor or.against said leasereefneht. Any visual,or hearing im- po!?ed persons' needing special assistance o"r per,,-, sons a/ith special`accessi bihty neetls`should contact the city-Clerk s Office at Subscribed to before ,)a Notary Public in and fo�OD> ue County, Iowa, (563) 589-4120, or•l TbD.. (563)+690-6678 at+least as this _day of hours prior tb the meeting. Published by order of the,. Gity,Council given on the=; 1st day of May,2006:, Jeanne F.Schneider,CMC , Citi Clerl�' i t.5/5 i ary,Public in and for Dubuque County, Iowa. MARY K.,W ESRMEYEH s r Commisslon Number 154885 my Gemm. Ex.a, FEB. 1,2008