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Finley Hospital for Cancer Survivor Park Lease Agreement Copyrighted July 17, 2017 City of Dubuque Consent Items # 10. ITEM TITLE: Finley Hospital for Cancer Survivor Park Lease Agreement SUMMARY: City Manager recommending approval of a three-year Lease Agreement with Finley Hospital for Cancer Survivor Park with stipulations. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type Finley Hospital Cancer Survivor Park Lease-MVM City Manager Memo Memo Lease Memo- Cancer Survivor Park Staff Memo Lease City & Finley for Cancer Survivor Park Supporting Documentation THE COF Dubuque DtUB E All-America City Masterpiece on the Mississippi 1 1 1 1" 2009•2012•2013•2019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Approval of Lease Agreement with The Finley Hospital for Cancer Survivor Park DATE: July 10, 2017 The Finley Hospital entered into a 10 year lease in February 1996, to develop Cancer Survivor Park on Third Street next to the Finley Hospital campus. The park was developed at the hospital's expense and met their goal of providing an open area for reflection on loved ones that have died from cancer. Play equipment was provided at the City's expense. The lease expires on August 5, 2017. Leisure Services Manager Marie Ware recommends City Council approval of a three year Lease Agreement with Finley Hospital for Cancer Survivor Park. The lease stipulates that any improvement costs are at Lessee's expense, rent is $1.00 per year, and City approval is needed for any improvements to the property. I concur with the recommendation and respectfully request Mayor and City Council approval. ZlAi4— k�4 Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Marie L. Ware, Leisure Services Manager THE CITY OF Dubuque AlAmefic CRY DUB §kE III a I., Masterpiece on the Mississippi 2007.2012.2013 TO: Michael C. Van Milligen, City Manager FROM: Marie L. Ware, Leisure Services Manager SUBJECT: Approval of Lease Agreement with The Finley Hospital for Cancer Survivor Park DATE: June 29, 2017 INTRODUCTION The purpose of this memorandum is to request approval of the Lease Agreement with The Finley Hospital for Cancer Survivor Park. BACKGROUND The Finley Hospital entered into a ten-year lease in February 1996, to develop Cancer Survivor Park on Third Street next to The Finley Hospital campus. The park was developed at the hospital's expense and met their goal of providing an open area for reflection on loved ones that have died from cancer. Play equipment was provided at the City's expense. The lease expiration is August 5, 2017. DISCUSSION The Finley Hospital would like to continue leasing the Cancer Survivor Park. A lease was updated by the City Attorney's office and has been signed by Finley. The main points of the lease include a three-year term, improvement costs are at Lessee's expense, rent of $1.00 per year, and City approval is needed for any improvements to the property. The lease agreement was reviewed and recommended to be approved by The Park and Recreation Commission at their July 11, 2017 meeting. ACTION STEP I respectfully request approval of the lease agreement with The Finley Hospital for Cancer Survivor Park. MLW:et attachment 1 LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND THE FINLEY HOSPITAL THIS LEASE AGREEMENT (the "Lease") dated for reference purposes the I1 4-6 day of J 1 yy , 2017, between the CITY OF DUBUQUE, IOWA, a municipal cofporation (Lessor) and THE FINLEY HOSPITAL, an Iowa corporation (Lessee). SECTION 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 real property shown on Exhibit A, attached hereto, together with any and all easements and appurtenances thereto and subject to any easements that are restrictions of record (the "Demised Premises"), to have and to hold for a term of three (3) years commencing on Ai,.c v,s+ , 2017 and terminating at 11:59 p.m. on A,Lci 5 , 2020, subject to all of the terms, covenants, conditions and agreem'nts contained herein. Notwithstanding the foregoing, Lessor reserves the right to terminate this Lease without cause upon ninety (90) days written notice delivered to Lessee. 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 of One Dollar per year. 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") 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, 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 Tenant Improvements. On delivery of possession of the Demised Premises to Lessee, Lessee shall be entitled to construct on the Demised Premises all structures, 051017baI buildings or other improvements as agreed upon in writing by the Lessor and Lessee (the "Tenant Improvements"). Lessor covenants and agrees to keep and maintain the Demised Premises. Lessee covenants and agrees to keep and maintain the Demised Premises in good repair and any improvements shall be made at the 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. Lessor agrees to provide all permits, variances and approvals reasonably required to develop and construct the proposed park on the Demised Premises, as set forth in Section 1 of the Lease. All improvements presently on the Demised Premises and all Improvements hereafter constructed on the Demised Premises are and shall be the property of Lessee during the continuance of the term of this Lease and no longer. Upon any termination of this 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 Tenant 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 deed confirming that all of Lessee's right, title, and interest in or to the Tenant Improvements has expired, and that title to the Tenant Improvements has vested in Lessor. 3.3 Signage. Lessee may, at Lessee's cost, install a sign or marker on the Demised Premises designating the property as a public park. All proposed signage must be reviewed and approved by the City Manager prior to obtaining a sign permit. SECTION 4. ASSIGNMENT AND SUBLETTING. Lessee may not assign or sublet the Demised Premises or any portion thereof without first securing the prior written consent of the City Manager which consent will not be unreasonably withheld. Merger of the Lessee with some other corporation, or sale of the majority of the stock of the Lessee corporation to any other corporation, or consolidation, shall be deemed an assignment or sublease for the purposes of this section. SECTION 5. 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 2 other taxes, rates, charges, levies and assessments shall be paid by Lessee as they become due and before they become delinquent. 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 Demised Premises, during the term of this Lease. 5.4. Nothing herein 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 suit or 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. SECTION 6. REPAIRS. Lessee shall at all times during the term of this Lease, at Lessee's own costs and expense, keep the Demised Premises and the Tenant 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 Tenant Improvements in good 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. Upon reasonable notice to Lessee, Lessor may, at its discretion, conduct an annual inspection of the Demised Premises to determine Lessee's compliance with this Section 6. SECTION 7. 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 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 Tenant Improvements on the Demised Premises, but shall not be liable for any damages to or destruction of any buildings or tenant improvements on the Demised Premises. SECTION 8. ALTERATIONS. 3 8.1. 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 Tenant Improvements thereon as shall be agreed upon in writing by Lessor and Lessee. 8.2. Lessee agrees to secure the prior written approval of Lessor for any landscaping, construction, grading or tree removal on the Demised Premises. SECTION 9. USE OF DEMISED PREMISES. 9.1. Lessee covenants and agrees during the term of this Lease to use and occupy the Demised Premises for a public park dedicated to cancer survivors. It is further understood by the Lessee that any use of the Demised Premises shall not conflict with communications equipment of any kind, including but not Iinited to radio, cellular or wireless equipment, or the present use of adjacent property owned and used by the Lessor in its operations. 9.2. Lessee will not use or allow the Demised Premises or any buildings or Tenant Improvements thereon or any appurtenances thereto, to be used or occupied for any unlawful purpose. 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 nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. SECTION 10. INSURANCE 10.1. Lessee will at all times during the term of this Lease maintain insurance on the Demised Premises of the following character: 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. 10.2. Such insurance shall be provided through commercial insurance, self-insurance or a combination thereof and such insurance shall name as the insured 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 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. 4 10.3. Lessee shall deliver to Lessor promptly after the execution and delivery of this Lease the original or duplicate policies or certificates of insurance reasonably 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 insurance evidencing the renewal of such insurance. Should Lessee fail to effect, maintain, or renew any insurance provided for herein, or to pay the premium therefore, or to deliver to 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 therefore shall be made by Lessor. Such 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 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. 10.5. Lessee shall notify Lessor immediately in the case of damage exceeding $10,000.00 in amount to, or destruction of, any Tenant 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 as its interests may appear, and Lessee shall forthwith repair, reconstruct and restore the Tenant 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 costs thereof, Lessee shall complete the repair, reconstruction and restoration of the Tenant Improvements whether or not the Net Proceeds of insurance received by Lessee for such purposes are sufficient. SECTION 11. 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 5 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. 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"). 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, (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.C. §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. SECTION 12. INDEMNIFICATION OF LESSOR. Lessee shall protect, 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 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 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. SECTION 13. 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 6 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 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: (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, including but not limited to, the value of the improvements plus any other amount assessed for Lessee. 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 Section 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 Tenant 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 7 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 14. DEFAULT 14.1 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), 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 of Lessee under this Lease shall then cease. Lessor, without further notice to Lessee, 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 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. 14.2 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 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 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 14.2, then Lessor at Holder's option, shall enter into a new lease with Holder or the successful 8 bidder at foreclosure on the same terms as this Lease, for the term then remaining, and specifically preserving all unexercised options. 14.3 Lessee's Rights in the Event of Lessor's Default. If Lessor shall fail or neglect to observe, keep or perform any of the material 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 the event no longer than ninety (90) days, then and in any such event, Lessee shall have all rights available to it provided by law or equity. SECTION 15. RIGHT TO CURE OTHER'S DEFAULTS. 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 Tenant 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 16. QUIET ENJOYMENT. 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. SECTION 17. WAIVER. 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 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. 9 SECTION 18. SURRENDER. 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 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 Tenant 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. SECTION 19. MEMORANDUM OF LEASE. 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. SECTION 20. NOTICES. 20.1. 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, and addressed as follows: TO LESSOR: TO LESSEE: City of Dubuque, Iowa 50 West 13th Street Dubuque, Iowa 52001 The Finley Hospital 350 North Grandview Avenue Dubuque, Iowa 52001 20.2. 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 21. MISCELLANEOUS. 21.1. Time of the Essence. Time is of the essence of this Lease and all of its 10 provisions. 21.2. 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. 21.3. Attorney Fees. In the event that any action is filed in relation to this 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. 21.4. 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. 21.5. 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. 21.6. 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. 21.7. Force Maieure. 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. CITY OF DUB QUE, IOWA, LESSOR THE FINLEY HOSPITAL, LESSEE 0 By: By: ��'`�. Roy D. B I David Bran• on 1214 Mayor President/CEO 11 1 ATTEST: By:.rr�.'i�/ - ^. K- S. Firns`Tail City Clerk F:\Users\tsteckle\Lindahl\Agreements\FinleyHospitalCancerSurvivorParkLeaseAgreement_051017.docx EY -"i°1 t1/4 13 . 7 • ƒ � @ � j y© � IT; , 14 INSURANCE SCHEDULE 15 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permitees Insurance Schedule 1. shall furnish a signed certificate of Insurance to the City of Dubuque,Iowa for the coverage required In Exhibit I prior to the lease,license,or permit commencement.All lessees of City property and right of way licensees or permittees shall submit an updated certificate annually.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 premises at or construction of or right of way permitted location and description 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. The lessee,licensee,or permittee shall be required to carry the minimum coverage/limits,or greater if required by law or other legal agreement,in Exhibit I.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 material breach of the lease, license,or permit. e. All required endorsements shall be attached to certificate. ]. Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form is approved by the Finance Director.The lessee,licensee,or permittee must identify and list In writing all deviations and exclusions from the ISO form. 8. If lessee's,licensee's,or permittee's limits of liability are higher than the required minimum limits then the lessee's,licensee's,or permittee's limits shall be this agreement's required limits. 9. Lessee,licensee,or permittee 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 certificates of insurance from all such subcontractors and sub-subcontractors. Lessee,licensee,or permittee agrees that it shall be liable for the failure of a subcontractor and sub- subcontractor to obtain and maintain such coverage.The City may request a copy of such certificates from the lessee,licensee,or permittee. Page 1 of 4 Insurance Schedule Lessees Of City Property,Right Of Way Licensees or Permittees 16 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permitees Insurance Schedule (continued) Exhibit I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit(any one occurrence) $ 50,000 Medical Payments $ 5,000 a) Coverage shall be written on an occurrence,not claims made,form.The general liability coverage shall be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the standard ISO commercial general liability form CG 0001,or Business owners form BP 0002,shall be clearly Identified. b) Include ISO endorsement form CG 25 04"Designated Loatlon(s)General Aggregate Umit." c) Include endorsement indicating that coverage is primary and non-contributory. d) Include Preservation of Governmental Immunities Endorsement(Sample attached). e) Include an endorsement that deletes any fellow employee exclusion. f) include additional Insured endorsement for: 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 ISO form CG 2010(Ongoing operations)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 Liability coverage. B) WORKERS'COMPENSATION&EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Statutory—State of Iowa Coverage Employers Liability Each Accident $100,000 Each Employee-Disease $100,000 Policy Limit-Disease $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Nonelechon of workers'Compensation or Employers'Liability Coverage under Iowa Code sec.82.22 yes_form attached C) ENVIRONMENTAL IMPAIRMENT LIABILITY OR POLLUTION 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 limited to,petroleum products,the removal of lead,asbestos,or PCBs.Pollution productand completed operations coverage shall also be covered. Page 2 of 4 Insurance Schedule Lessees Of City Property;Right Of Way Licensees or Permittees 17 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permitees $2,000,000 each occurrence $4,00,000 policy aggregate a) Policy to include premises and transportation coverage. b) Include additional insured as stated in Alf). c) Include Preservation of Governmental Immunities Endorsement. d) Provide evidence of coverage for 5 years after completion of project. DI 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 18 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 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 670.4 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 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 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 polity 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 City of Dubuque,Iowa. No Other Change 1n Policy.The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN Page 4 of 4 Insurance Schedule Lessees of city Property;Right Of Way Licensees or Permgtee5 19