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Dubuque Yacht Basin Refinance THE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi BARRY LINDAHL 4 SENIOR COUNS L To: Mayor Roy D. Buol and Mem rs of the City Council DATE: September 6, 2017 RE: Dubuque Yacht Basin Refinance The City of Dubuque has entered into the following leases with Dubuque Yacht Basin (Yacht Basin), shown on the attached map and aerial photos: Lease Agreement, April 8, 1970, as amended; Lease Agreement, February 5, 1974, as amended; and Lease Agreement, November 23, 1987, as amended. The terms of all of the leases expire in 2031 . In 2010, Yacht Basin financed its leasehold interests with American Trust and Savings Bank. Dubuque Yacht Basin is now refinancing its debt with Citizens State Bank of La Crosse, Wisconsin. Yacht Basin is requesting City approval of the following Loan Documents: Landlord Consent Open-End Real Estate Mortgage Assignment of Leases and Rents General Business Security Agreement Fixtures Disclaimer The Loan Documents grant Citizens State Bank a mortgage on Yacht Basin's leasehold interests, but the bank has no right to sell any real estate leased from the City. The Assignment and Security Interest also do not include City-owned real estate. I recommend City Council consideration and approval of the attached resolution which approves the Loan Documents. BAL:tls cc: Michael C. Van Milligen, City Manager Crenna Brumwell, City Attorney Steve Brown, Project Manager F:\Users\tsteckle\Lindahl\Leases\Dubuque Yacht Basin\MayorCouncil_Refinance_090517.docx 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 balesq@cityofdubuque.org Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001 (563) 583-4113 Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001 RESOLUTION NO. 318-17 APPROVING FOR THE BENEFIT OF DUBUQUE YACHT BASIN, INC. AND IN FAVOR OF CITIZENS STATE BANK OF LA CROSSE, WISCONSIN A LANDLORD CONSENT, OPEN-END REAL ESTATE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, GENERAL BUSINESS SECURITY AGREEMENT, AND FIXTURES DISCLAIMER Whereas, the City of Dubuque, Iowa (City) has entered into the following leases with Dubuque Yacht Basin (Yacht Basin), shown on the attached map and aerial photos: Lease Agreement, April 8, 1970, as amended; Lease Agreement, February 5, 1974, as amended; and Lease Agreement, November 23, 1987, as amended; and Whereas, the terms of all of the leases expire in 2031; and Whereas, in 2010, Yacht Basin financed its leasehold interests with American Trust and Savings Bank; and Whereas, Yacht Basin is now refinancing its debt with Citizens State Bank of La Crosse, Wisconsin; and Whereas, Yacht Basin is requesting City approval of the following documents (the Loan Documents), attached hereto: Landlord Consent; Open -End Real Estate Mortgage; Assignment of Leases and Rents; General Business Security Agreement; and Fixtures Disclaimer ; and Whereas, the City Council has determined that it is in the best interests of the City of Dubuque to approve the Loan Documents. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: 1. The Loan Documents are hereby approved. 2. The City Manager and the City Attorney are authorized to take such further action as may be necessary to carry out the intent of the Loan Documents. Passed, approved and adopted this 11th day of Septem er, 2017. By: ,r 1.11! (°' Roy DDuol, Mayor Attest: Kevi S. Firnsta I, ?City Clerk F:\Users\tsteckle\Lindahl\Leases\Dubuque Yacht Basin\ResolutionApprovingRefinanceDocs_090517.docx 2 —\\ —. s _ , ' ransmission -o Line Totes 'O / O .i./ 901 �. Ne VNCt ,61: !7037• + /' I.6/� -Y\ J�/ � .7039• `,y L.,..../i 6 `�1y U+• .•I . J., , 3) 1T �i1.. /1 ,. o 1/ S C -ITT T T HARBOR I os, . • •s r 23.17 Ac. 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LANDLORD CONSENT THIS LANDLORD CONSENT (this "Consent") is made and entered into as of this day of September, 2017, by the City of Dubuque. Iowa ("Landlord"), for the benefit of Citizens State Bank ("Lender"). Recitals A. Landlord is the landlord of the Property described as 1630 E 16th St. EXT. Dubuque. IA 52001 (the "Property"), which is leased to Dubuaue Yacht Basin. Inc. ("Tenant") pursuant to Lease Agreements dated 4/8/70: 2/5/74: 11/23/87, as amended (together the "Lease"); B. Lender has agreed to make a loan to Tenant (the "Loan"), secured in part by (a) the Assignment of Leases and Rents, a collateral assignment of the Lease encumbering the leasehold estate of Tenant created Pursuant to the Lease (collectively with all modifications, amendments and extensions thereof, ( the "Assignment"); (b) a General Business Security Agreement, a security interest in the Collateral which now or hereafter may be located on or about the Property (the "Collateral"); a Fixtures Disclaimer; and an Open -End Mortgage (And Fixture Filing)(collectively the "Loan Documents") and C. Lender requires Landlord's consent and agreement as set forth herein as a condition to making the Loan to Tenant. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord agrees as follows: 1. Subordination. Subiect in all respects to the Lease, Landlord subordinates to the rights of Lender under the Loan Documents securing the Loan, all rights, security interests or liens upon or with respect to any of the Collateral, whether arising under the Lease, provided by applicable law or otherwise, and any and all right of distraint, or execution against the Collateral for any rent or other sums due or to become due to Landlord. 2. Richt of Entry. Lender may enter the Property at any time to remove and/or dispose of the Collateral in the exercise of its rights and remedies against Tenant and the Collateral. Lender agrees to repair any damage caused by Lender's removal of the Collateral. 3. Estoppel. Landlord certifies to Lender and agrees as follows: (a) the Lease is valid and enforceable according to its terms andhas not been modified either orally or in writing; and (b) to the best of Landlord's knowledge, neither Landlord nor Tenant is in default under the Lease, nor has any event occurred which, with the passage of time, the giving of notice or both, would constitute an even of default or default under the Lease. 4. Notice of Default and Opportunity to Cure. Landlord agrees that in the event of any claimed breach or default by Tenant which would entitle Landlord to terminate the Lease, Landlord shall notify lender of such claimed breach or default by certified mail, return receipt requested, or Federal Express or other reputable overnight courier, at the following address: 620 Main Street, La Crosse WI. Upon receipt of said notice, Lender shall thereupon have 60 days to cure said default (but in no event shall Lender be required to cure any such default). 5. Consent. Landlord acknowledges and consents to the encumbrance of the leasehold interest of Tenant under the Lease by the Assignment in favor of Lender, and Landlord agrees that such encumbrance, and Lender's exercise of any of its rights there under, shall not constitute a default under the Lease. Landlord agrees that in the event the Lender exercises it s remedies under the Assignment and succeeds to Tenant's interest under the Lease, Landlord shall recognize Lender's rights as tenant under the Lease. Until Lender exercise such remedies, Lender shall not be liable for any of Tenant's obligations under the Lease except as set forth in Paragraph 6. In such event Landlord agrees that Lender may reassign the Lease to a new tenant who shall assume all of Tenant's obligations under the Lease and Landlord agrees that Landlord's consent to any such reassignment will not be unreasonably withheld. If Lender reassigns the Lease, Lender will have no further obligation to Landlord. 6. Holdover. Landlord agrees that the Collateral may remain upon the Property (without Lender being deemed to be taking possessions of the Property) for a reasonable period of time after the receipt by Lender of written notice by Landlord directing removal thereof and Landlord's receipt of written notice from Lender that it will pursue its rights to the Collateral, provided that (i) Lender shall be liable for rent at the rental provided under the Lease prorated on a per diem basis for the period of the time from Lender's receipt of Landlord's written notice until Lender removes the Collateral if Lender has decided to pursue it s rights to the Collateral (or, if the Lease is not then in effect, at a rental to be agreed upon by Lender and Landlord), and (ii) Lender's payment of rent for such period shall not result in Lender incurring any other obligations of Tenant under the Lease. 7. No Marshaline of Assets. Landlord waives any and all right to require Lender to marshal any property or assets of Tenant. Landlord agrees that, as between Landlord and Lender, the Collateral shall remain personal property not with standing the manner of attachment, and will not become part of the Property. 8. Applicable Law. This consent shall be governed by and shall be construed and enforced in accordance with the internal law of the State of Iowa without regard to conflicts of law principles. This Consent shall be binding upon the parties hereto and their respective heirs, successors and assigns, and may not be modified, amended or altered except by writing signed by each of the parties hereto. 9. Notwithstanding any provisions herein to the contrary or in the Loan Documents, Lender/Mortgagee nor Tenant shall have no right to sell any real estate described in the Lease. IN WITNESS WHEREOF, Landlord has caused this Consent to be made, executed and delivered the day and year first to be written for the benefit of Tenant and Lender. Sworn to and subscribed before me this 2017 otary Public` KEVIN S. FIRNSTAHL 'COMMISSION NO.745295 MY COMMISSION EXPIRES LANDLORD City IDLJ que, Iowa By: Ro D . Buol , Mayor Preparer Erin Hanson Information 620 Main St La Crosse, WI 54601 608_785.2265 Individual's Name AddressCity(State Zip Phone Return to: Citizens State Bank of La Crosse 620 Main St I aCrnsse WI 54601 DOCUMENT NO. 1119251901 [Space Above This Line For Recording Data] OPEN-END Parcel Identifier Number REAL ESTATE MORTGAGE (AND FIXTURE FILING) (For Consumer or Business Mortgage Transactions) Dubuaue Yacht Basin. Inc., an Iowa corporation. Lessee ("Mortgagor," whether one or more), whose address is 1630 E 16th Street. Dubuaue. IA 52001 mortgages, conveys, warrants and grants a security interest to Citizens State Bank of La Crosse ("Lender") whose address is 620 Main St. Le Crosse WI 54601 in consideration of the sum of Five Million Nine Hundred Sixty -Two Thousand Dollars and 00/100 Dollars ($5.962-000.00 1, loaned or to be loaned to Dubuque. Yacht Resin Inc ("Borrower," whether one or more), whose address is 1630 E 16th Street Dubuque- IA 52001 by Lender, evidenced by Borrower's note(s) or agreement(s) dated September 7. 2017 including any extensions, modifications or renewals thereof or substitutions therefor, (the "Note', whether one or more), the real estate described below, together with all buildings and structures located on such real estate, and all privileges, hereditaments, easements and appurtenances, all rents, leases, issues and profits, all revenues and income, all claims, awards and payments made as a result of the exercise of the right of eminent domain, all existing and future improvements and all goods that are or are to become fixtures together with all products and proceeds thereof (all called the "Property") to secure the Obligations described in paragraph 4, including, but not limited to, repayment of the sum stated above plus certain future advances made by Lender. X❑ The original maturity date of the Note is September 12. 2020 , which may be extended, renewed or modified from time to time. NOTICE: This Mortgage secures credit in the amount of 35.962,000.00 Loans and advances up to this amount, together with interest, are senior to indebtedness to other creditors under subsequently recorded or filed mortgages and liens. ❑ If checked here, and not in limitation of paragraph 4, this Mortgage is also given to secure all sums advanced and re -advanced to Borrower by Lender from time to time under the Note between Borrower and Lender described above. 1, Description of Property. This Property is not the homestead of Mortgagor. The homestead Property shall be liable for the Obligations. Mortgagor's Leasehold Interest In The Real Estate Described In The Attachment ® If checked here, description continues or appears on attached sheet(s). ❑ If checked here, this is a "purchase money" mortgage as defined in the Iowa Code. ❑ If checked here, this Property is the residence of Mortgagor and is a one -family or two-family dwelling. ❑ If checked here, this Mortgage is a "construction mortgage" as defined in the Iowa Code and constitutes a "construction mortgage lien" as defined in the Iowa Code. ❑ If checked here, Condominium Rider is attached. If checked here, ❑ this Property is agricultural property as defined in the Iowa Code, ❑ agricultural land used for farming as defined in the Iowa Code or ❑ used for an agricultural purpose as defined in the Iowa Code. 2. Title. Mortgagor warrants title to the Property, subject only to restrictions and easements of record, municipal and zoning ordinances, current taxes and assessments not yet due and n/a Loan Originator's Name Mariah Mleziva Loan Originator Organization's Name Citizens State Bank of La Crosse Loan Originator's NMLSR ID No. 1595019 Loan Originator Organization's NMLSR ID No. 402159 Page 1 of 5 3. Escrow. Interest be paid on escrowed funds if an escrow is required under paragraph 7(a) of this Mortgage. 4. Mortgage as Security. This Mortgage secures prompt payment to Lender of (a) the sum stated in the first unnumbered paragraph of this Mortgage, plus interest and charges, according to the terms of the Note, plus (b) to the extent not prohibited by the Iowa Consumer Credit Code if applicable, all other debts, obligations and liabilities arising out of credit previously granted, credit contemporaneously granted and credit granted in the future primarily for personal, family or household purposes by Lender to any Mortgagor, to any Mortgagor and another or to another guaranteed or endorsed by any Mortgagor whether or not such debts, obligations and liabilities are incurred for any purpose related or unrelated to the purpose of the Note, and agreed in documents evidencing the transaction to be secured by this Mortgage. plus all interest and charges plus (c) all other debts, obligations and liabilities arising out of credit previously granted, credit contemporaneously granted and credit granted in the future other than primarily for personal, family or household purposes by Lender to any Mortgagor, any Mortgagor and another or to another guaranteed or endorsed by any Mortgagor, whether or not this Mortgage is specifically referred to in documents evidencing the transaction and whether or not such debts, obligations and liabilities are incurred for any purpose related or unrelated to the purpose of the Note, plus all interest and charges, plus (d) to the extent not prohibited by the Iowa Consumer Credit Code, if applicable, or other applicable law, all costs and expenses of collection or enforcement (all called the "Obligations"). This Mortgage also secures the performance of all covenants, conditions and agreements contained in this Mortgage. Unless otherwise required by law, Lender will satisfy this Mortgage upon request by Mortgagor if (a) the Obligations have been paid according to their terms, (b) any commitment to make future advances secured by this Mortgage has terminated, (c) Lender has terminated any line of credit under which advances are to be secured by this Mortgage, and (d) all other payments required under this Mortgage and the Obligations and all other terms, conditions, covenants, and agreements contained in this Mortgage and the documents evidencing the Obligations have been paid and performed. 5. Taxes. To the extent not paid to Lender under paragraph 7(a), Mortgagor shall pay before they become delinquent, without notice or demand, all taxes, assessments and other charges which may be levied or assessed against the Property, against Lender upon this Mortgage or the Obligations or other debt secured by this Mortgage, or upon Lender's interest in the Property, and deliver to Lender Lender receipts showing timely payment. 6. Insurance. Mortgagor shall keep the improvements on the Property insured against direct loss or damage occasioned by fire, flood, extended coverage perils and such other hazards as Lender may require, through insurers reasonably satisfactory to Lender, in amounts, without co-insurance, not less than the unpaid balance of the Obligations or the full replacement value, whichever is less, and shall pay the premiums when due. The policies shall contain the standard mortgagee and lender loss payee clause(s) in favor of Lender, shall insure Lender notwithstanding any defenses of the insurer against Mortgagor and, unless Lender otherwise agrees in writing, the original of all policies covering the Property shall be deposited with Lender. Subject to Lender's satisfaction, Mortgagor is free to select the insurance agent or insurer through which insurance is obtained. Mortgagor shall promptly give notice of loss to insurance companies and Lender. All proceeds from such insurance shall be applied, at Lender's option, to the installments of the Obligations in the inverse order of their maturities (without penalty for prepayment) or to the restoration of the improvements on the Property, and Lender may require that such proceeds of insurance be deposited with it for these purposes. In the event of foreclosure of this Mortgage or other transfer of title to the Property. in extinguishment of the indebtedness secured hereby, all right, title, and interest of Mortgagor in and to any insurance then in force shall pass to the purchaser or grantee. If Mortgagor faits to keep any required insurance on the Property, Lender may purchase such insurance for Mortgagor, such insurance may be acquired by Lender solely to protect the interests of Lender (and will not cover Mortgagor's equity in the Property), and Mortgagor's obligation to repay Lender shall be in accordance with paragraph 9. 7. Mortgagor's Covenants. Mortgagor covenants: (a) Escrow. If an escrow is required by Lender, to pay Lender sufficient funds, at such times as Lender designates, to pay when due (1) the estimated annual real estate taxes and assessments on the Property, (2) all properly and hazard insurance premiums, (3) flood insurance premiums, if any, (4) if payments owed under the Obligations are guaranteed by mortgage guaranty insurance, the premiums necessary to pay for such insurance, and (5) other items agreed to be included in the escrow. Lender may, at any time, collect and hold such escrow funds in an amount not to exceed the maximum amount a lender for a federally related mortgage loan may require for Mortgagor's escrow account under the federal Real Estate Settlement Procedures Act of 1974, as amended from time to time, if applicable. Lender may estimate the amount of escrow funds due on the basis of current data and reasonable estimates of future expenditures of future escrow account funds or as otherwise required by applicable law. Lender shall apply the escrowed funds against taxes, assessments and insurance premiums when due or as otherwise required by law. Escrowed funds may be commingled with Lender's general funds. If the escrowed funds held by Lender exceed the amount permitted to be held by applicable law, Lender shall account to Mortgagor for the excess escrowed funds in a manner determined by Lender or as otherwise required by applicable law. If the escrowed funds held by Lender at any time are not sufficient to pay the escrow account items when due, Lender may notify Mortgagor in writing, and Mortgagor shall pay to Lender the amount necessary to make up the deficiency in a manner determined by Lender or as otherwise required by applicable law; (b) Condition and Repair. To keep the Property in good and tenantable condition and repair, and to restore or replace damaged or destroyed improvements and fixtures; (c) Liens. To keep the Property free from liens and encumbrances superior to the lien of this Mortgage and not described in paragraph 2; (d) Other Mortgages. To perform all of Mortgagor's obligations and duties under any other mortgage or security agreement on the Property and any obligation to pay secured by such a mortgage or security agreement; (e) Waste. Not to commit waste or permit waste to be committed upon the Property or abandon the Property; (f) Conveyance. Not to sell, assign, lease, mortgage, convey or otherwise transfer any legal or equitable interest in all or part of the Property, or permit the same to occur without the prior written consent of Lender and, without notice to Mortgagor, Lender may deal with any transferee as to its interest in the same manner as with Mortgagor, without in any way discharging the liability of Mortgagor under this Mortgage or the Obligations; (g) Alteration or Removal. Not to remove, demolish or materially alter any part of the Property, without Lender's prior written consent, except Mortgagor may remove a fixture, provided the fixture is promptly replaced with another fixture of at least equal utility; (h) Condemnation. To pay to Lender all compensation received for the taking of the Property, or any part, by condemnation proceeding (including payments in compromise of condemnation proceedings), and all compensation received as damages for injury to the Property, or any part. The compensation shall be applied in such manner as Lender determines to rebuilding of the Property or to the Obligations in the inverse order of their maturities (without penalty for prepayment); (i) Inspection. Lender and its authorized representatives may enter the Property at reasonable times to inspect it, and at Lender's option to repair or restore the Property and to conduct environmental assessments and audits of the Property; (j) Laws. To comply with all laws, ordinances and regulations affecting the -Property; (k) Subrogation. That Lender is subrogated to the lien of any mortgage or other lien discharged, in whole or in part, by the proceeds of the note(s) or agreement(s) identified in the first unnumbered paragraph of this Mortgage; and (I) Leases. To pay and perform all obligations and covenants under and pursuant to the terms of each lease of all or any part of the Property required of Mortgagor, and to not cancel, accept a surrender of, modify, consent to an assignment of the lessee's interest under, or make any other assignment or other disposition of, any lease of all or any part of the Property or any interest of Mortgagor in the lease and to not collect or accept any payment of rent more than one month before it is due and payable. 8. Environmental Laws. Mortgagor represents, warrants and covenants to Lender (a) that during the period of Mortgagor's ownership or use of the Property no substance has been, is or will be present, used, stored, deposited, treated, recycled or disposed of on, under, in or about the Property in a form, quantity or manner which if known to be present on, under, in or about the Property would require clean-up, removal or some other remedial action ("Hazardous Substance") under any federal, state or local laws, regulations, ordinances, codes or rules ("Environmental Laws"); (b) that Mortgagor has no knowledge, after due inquiry, of any prior use or existence of any Hazardous Substance on the Property by any prior owner of or person using the Property; (c) that, without limiting the generality of the foregoing, Mortgagor has no knowledge, after due inquiry, that the Property contains asbestos, polychlorinated biphenyl components (PCBs) or underground storage tanks; (d) that there are no conditions existing currently or likely to exist during the term of this Mortgage which would subject Mortgagor to any damages, penalties, injunctive relief or clean-up costs in any govemmental or regulatory action or third -parry claims relating to any Hazardous Substance; (e) that Mortgagor is not subject to any court or administrative proceeding, judgment, decree, order or citation relating to any Hazardous Substance; and (f) that Mortgagor in the past has been, at the present is, and in the future will remain in compliance with all Environmental Laws. Mortgagor shall indemnify and hold harmless Lender, its directors, officers, employees and agents from all loss, cost (including reasonable attorneys' fees and legal expenses), liability and damage whatsoever directly or indirectly resulting from, arising out of, or based upon (i) the presence, use, storage, deposit, treatment, recycling or disposal, at any time, of any Hazardous Substance on, under, in or about the Property. or the transportation of any Hazardous Substance to or from the Property, (ii) the violation or Real Estate Mortgage Page 2 of 5 alleged violation of any Environmental Law, permit, judgment or license relating to the presence, use. storage, deposit, treatment, recycling or disposal of any Hazardous Substance on, under, in or about the Property, or the transportation of any Hazardous Substance to or from the Property, or (iii) the imposition of any governmental lien for the recovery of environmental clean-up costs expended under any Environmental Law. Mortgagor shall immediately notify Lender in writing of any governmental or regulatory action or third -party claim instituted or threatened in connection with any Hazardous Substance on, in, under or about the Property. 9. Authority of Lender to Perform for Mortgagor. If Mortgagor fails to perfomt any of Mortgagor's duties set forth in this Mortgage, including, without limitation, preserving and insuring the Property, not committing waste or abandoning the Property, keeping the Property free of liens or encumbrances other than those approved by Lender, keeping the Property in good and tenantable condition and repair, and complying with all laws, ordinances and regulations affecting the Property, Lender may after giving Mortgagor any notice and opportunity to perform which are required by law, perform the covenants or duties or cause them to be performed, or take such other action as may be necessary to protect Lender's interest in the Property and to secure and repair the Property. Unless prohibited by applicable law, such actions may include, without limitation, assessing the value of the Property, paying liens that become superior to this Mortgage and making any other payments required, signing Mortgagor's name, engaging an attorney, appearing in court and paying reasonable attorneys' fees, and entering the Property to make repairs, change locks, replace and board up doors and windows, drain water from pipes, eliminate building code violations and dangerous conditions and maintain appropriate utilities to the Property. Any such amounts expended by Lender shall be due on demand and secured by this Mortgage, bearing interest at the highest rate stated in any document evidencing an Obligation, but not in excess of the maximum rate permitted by law, from the date of expenditure by Lender to the date of payment by Mortgagor. 10. Default; Acceleration; Remedies. 'If this transaction is govemed by the Iowa Consumer Credit Code, then a default occurs if, without justification under any law: (a) Mortgagor fails to make a payment within ten days after payment is due under any of the Obligations; or (b) Mortgagor fails to observe any other covenant or duty contained in this Mortgage, breach of which materially impairs the condition, value or protection of or Lender's right in the Property or materially impairs the Mortgagor's prospect to pay amounts due under any Obligation secured by this Mortgage. ft this transaction is not governed by the lowa Consumer Credit Code, then a default occurs if, (a) there is a default under any Obligation secured by this Mortgage, or (b) Mortgagor fails timely to observe or perform any of Mortgagor's covenants or duties contained in this Mortgage. Upon the occurrence of a default, at the option of Lender, each Obligation will become immediately due and payable unless notice to Mortgagor or Borrower and an opportunity to cure are required by applicable law, or the document evidencing the Obligation and, in that event, the Obligation will become due and payable if the default is not cured as provided in that statute or the document evidencing the Obligation or as otherwise provided by law. If Lender exercises its option to accelerate, the unpaid principal and interest owed on the Obligation, together with all sums paid by Lender as authorized or required under this Mortgage or any Obligation, shall be collectible in a suit at law or by foreclosure of this Mortgage by action, or both, or by the exercise of any other remedy available at law or equity, including the exercise of a nonjudicfal voluntary foreclosure. 11. Redemption. It is agreed that if this Mortgage covers less than ten (10) acres of land, and in the event of the foreclosure of this Mortgage and sale of the Property by sheriffs sale in such foreclosure proceedings, the time of one year for redemption from said sale provided by the statutes of the State of Iowa shall be reduced to six (6) months provided the Lender in such action files an election to waive any deficiency judgment against Mortgagor which may arise out of the foreclosure proceedings: all to be consistent with the provisions of Chapter 628 of the lowa Code. If the redemption period is so reduced, for the first three (3) months after sale such right of redemption shall be exclusive to the Mortgagor, and the time periods in Sections 628.5, 628.15 and 628.16 of the lowa Code shall be reduced to four (4) months. It is further agreed that the period of redemption after a foreclosure of this Mortgage shall be reduced to sixty (60) days if all of the three (3) following contingencies develop: (1) The real estate is less than ten (10) acres in size; (2) the court finds affirmatively that the said real estate has been abandoned by the owners and those persons personally liable under this Mortgage at the time of such foreclosure; and (3) Lender in such action files an election to waive any deficiency judgment against Mortgagor or Mortgagor's successors in interest in such action. If the redemption period is so reduced, Mortgagor or Mortgagor's successors in interest or the owner shall have the exclusive right to redeem for the first thirty (30) days such sale, and the time provided for redemption by creditors as provided in Sections 628.5, 628.15 and 628.16 of the lowa Code shall be reduced to forty (40) days. Entry of appearance by pleading or docket entry by or on behalf of Mortgagor shall be a presumption that the Property is not abandoned. Any such redemption period shall be consistent with all of the provisions of Chapter 628 of the Iowa Code as now enacted or hereafter amended or replaced. This paragraph shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of the lowa Code, nor shall this paragraph preclude Lender from electing foreclosure without redemption under Iowa Code Section 654.20. 12. Waiver and Consent. Lender may waive any default without waiving any other subsequent or prior default by Mortgagor. Unless prohibited by applicable law, each Mortgagor who is not also a Borrower expressly consents to and waives notice of the following without affecting the liability of any such Mortgagor: (a) the creation of any present or future Obligations, default under any Obligations, proceedings to collect from any Borrower or anyone else, (b) any surrender, release, impairment, sale or other disposition of any security or collateral for the Obligations, (c) any release or agreement not to sue any guarantor or surety of the Obligations, (d) any failure to perfect Lender's security interest in or realize upon any security or collateral for the Obligations, (e) any failure to realize upon any of the Obligations or to proceed against any Borrower or any guarantor or surety, (f) any renewal or extension of the time of payment, (g) any determination of the allocation and application of payments and credits and acceptance of partial payments, (h) any application of the proceeds of disposition of any collateral for the Obligations to any obligation of any Borrower secured by such collateral in such order and amounts as it elects, (i) any determination of what, if anything, may at any time be done with reference to any security or collateral. and (j) any settlement or compromise of the amount due or owing or claimed to be due or owing from any Borrower, guarantor or surety. 13. Power of Sale. In the event of judicial foreclosure, Lender may sell the Property at public sale and execute and deliver to the purchasers deeds of conveyance pursuant to statute. 14. Assignment of Rents and Leases. The lien on the rents herein granted is not a pledge of rents but is a grant of a lien and security interest in all rents, leases, issues, profits, condemnation awards, claims, revenues, income, payments and insurance proceeds (collectively, the "Rents"), now or hereafter arising, from the ownership, occupancy or use of the Property, or any parts thereof, and is primary security for the Obligations and shall be effective from the date hereof and not just in the event of default. Mortgagor assigns and transfers to Lender, as primary security for the Obligations, all Rents which become or remain due or are paid under any agreement or lease for the use or occupancy of any part or all of the Property. Until the occurrence of an event of default under this Mortgage or any Obligation, Mortgagor has the right to collect the Rents from the Property, but upon the occurrence of such an event of default, Mortgagor's right to collect is terminated and Lender shall be entitled to such Rents, and may, after giving Mortgagor any notice and opportunity to perform required by law, notify any or all tenants to pay all such Rents directly to Lender. All such payments shall be applied in such manner as Lender determines to payments required under this Mortgage and the Obligations. This assignment shall be enforceable and Lender shall be entitled to take any action to enforce the assignment (including notice to the tenants to pay directly to Lender or the commencement of a foreclosure action) without seeking or obtaining the appointment of a receiver or possession of the Property. Any entering upon and taking possession of the Property, any collection of Rents, and any application of Rents as allowed by this Mortgage shall not cure or waive any default or waive, modify or affect notice of default under this Mortgage or invalidate any act done pursuant to such notice, and shall not in any way operate to prevent Lender from pursuing any other remedy which it now or hereafter may have under the terms or conditions of this Mortgage, any document evidencing any Obligation or any other instrument securing the Obligations. 15. Receiver. Upon the commencement or during the pendency of an action or proceeding, judicial or nonjudicfal, to foreclose this Mortgage, through and including the period of redemption, or enforce any other remedies of Lender under it, without regard to the adequacy or inadequacy of the Property as security for the Obligations, Mortgagor agrees that the court may appoint a receiver of the Property (including homestead interest) without bond, and may empower the receiver to take possession of the Property and collect the rents, issues and profits of the Property and exercise such other powers as the court may grant until the confirmation of sale, and may order the rents, issues and profits, when so collected. to be held and applied as the court may direct. Mortgagor hereby waives Mortgagor's right to possession, statutory or otherwise, at any time after commencement of foreclosure, and further waives the right to challenge the appointment of a receiver of the Property. 16. Expenses. To the extent not prohibited by law, Mortgagor shall pay all reasonable costs and expenses before and after judgment, including without limitation, attomeys' fees, appraisal fees, fees and expenses for environmental assessments, inspections and audits, and fees and expenses for obtaining title evidence incurred by Lender in protecting or enforcing its rights under this Mortgage. 17. Successors and Assigns. The obligations of all Mortgagors are joint and several. This Mortgage benefits Lender, its successors and assigns, and binds Mortgagor(s) and their respective heirs, personal representatives, successors and assigns. 18. Interpretation. The validity, construction and enforcement of this Mortgage are govemed by the internal laws of Iowa except to the extent such laws are preempted by federal law. All references in this Mortgage to sections of the Iowa Code are to those sections as they may be renumbered from time to time. Invalidity of any provision of this Mortgage will not affect the validity of any other provision. Real Estate Mortgage Page 3 of 5 19. Entire Agreement. This Mortgage is intended by Lender and Mortgagor as a final expression of this Mortgage and as a complete and exclusive statement of its terms, there being no conditions to the enforceability of this Mortgage. 20. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. 21. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to the fixtures and personal property integrally belonging to, or hereafter becoming an integral part of, the Property, whether attached or detached, and for this purpose the name and address of the debtor is the name and address of Mortgagor as set forth on page 1 herein and the name and address of the secured party is the name and address of the Lender as set forth on page 1 herein. 22. Other Provisions. (If none are stated below, there are no other provisions.) SEE ATTACHED 22.1, 22.2, 22.3, 22.4, and 22.5 The undersigned agrees to the terms of this Mortgage and acknowledges receipt of an exact copy of this Mortgage. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. NOTICE TO CONSUMER IN A TRANSACTION GOVERNED BY THE IOWA CONSUMER CREDIT CODE NOTICE TO CONSUMER: 1. Do not sign this paper before you read it. 2. You are entitled to a copy of this paper. 3. You may prepay the unpaid balance at any time without penalty and may be entitled to a refund of unearned charges in accordance with law. signed September 12, 2017 (Date) Dubuaue Yacht Basin, Inc. An Iowa Corporation (Type of Organization) Iowa (State of Organization) (Organizational I.D. Number, if any) By: Justin J Pretasky, President By: By: (SEAL) (SEAL) (SEAL) (SEAL) (SEAL) (SEAL) (SEAL) By: (SEAL) (SEAL) I UNDERSTAND THAT HOMESTEAD PROPERTY IS IN MANY CASES PROTECTED FROM THE CLAIMS OF CREDITORS AND EXEMPT FROM JUDICIAL SALE, AND THAT BY SIGNING THIS MORTGAGE, I VOLUNTARILY GIVE UP MY RIGHT TO THIS PROTECTION FOR THIS PROPERTY WITH RESPECT TO CLAIMS BASED UPON THIS MORTGAGE. Dated Dated Dated Dated INDIVIDUAL ACKNOWLEDGMENT State of County of This record was acknowledged before me on `Type or print name signed above by Notary Public, My Commission (Notary Signature) Real Estate Mortgage Page 4 of 5 ENTITY ACKNOWLEDGMENT State of Wisconsin County of La Crosse This record was acknowledged before me on September 12, 2017 by Justin J Pretasky President (name of signer) as of Dubuque Yacht Basin, Inc. (capacity of signer) (name of organization) *Type or print name signed above eFIPCO D 428'10 4!16):.' '/dI,::s71142-'. ,1 kD 2013 Wisconsin Bankers Association/Distributed by FIPCOO EIA423 Rev. 12/2015 Mariah L Mleziva Notary Public, Wisconsin My Commission Expires February 9. 2021 (Notary Signature) 11/15 Real Estate Mortgage Page 5 of 5 22.1 Notwithstanding any provisions herein or in the Loan Documents to the contrary, this Mortgage is subject in all respects to the following Leases (the Leases), as amended, between Mortgagor and the City of Dubuque, Iowa: April 8, 1970; February 5, 1974; and November 23, 1987 22.2 Notwithstanding any provisions herein or in the Loan Documents to the contrary, the Property does not include any real estate leased from the City of Dubuque. 22.3 Notwithstanding any provisions herein or in the Loan Documents to the contrary, Lender nor receiver shall have no right to sell any real estate described in the Leases between the City of Dubuque, Iowa to Mortgagor. 22.4 Notwithstanding any provisions herein or in the Loan Documents to the contrary, Lender nor receiver shall have no right to lease to a third party any real estate leased by City to Borrower without the prior written consent of City. 22.5 Notwithstanding any provisions herein or in the Loan Documents to the contrary, Lender nor receiver shall have no right to sublease to a third party any property leased by City to Borrower without the prior written consent of City. Dubuque Yacht Basin, Inc., an Iowa corporation, Lessee LENDER: Citizens State Bank of La Crosse, 620 Main St, La Crosse, WI 54601 MORTGAGOR(S): Dubuque Yacht Basin, Inc., an Iowa corporation, Lessee PARCEL NUMBER (S): 1119251901 See Attached 1630 E 16th St EXT Dubuque, IA 52001 eFIPCO Real Estate Description Attachment Legal Description Mortgagor's Leasehold Interest In The Real Estate Described As Follows: LEASE AREA A: Lease Agreement dated April 8, 1970, Amended by First Amendment dated November 3, 1970, Amended by Second Amendment dated February 15, 1975, Amended by Third Amendment dated May 4, 2000. Amended by Fourth Amendment dated January 21, 2002, Instrument #5894-02. A tract of land three and ninety hundredths (3.90) acres in area including boat improved harbor and slopes immediately adjacent thereto, all as shown on the plat marked Exhibit "A" hereto attached and by reference made a part hereof; Lot 2 as designated on plat dated September 10, 1965 as designated on Exhibit "B" hereto attached; Beginning at a point witch is the southwest corner of the Dubuque Yacht Basin Lease #2, thence north 52°29' east 50 feet; thence south 37°31' east 464.28 feet; thence south 36°39' west 51.98 feet, thence north 37°31' west 478.38 feet to point of beginning, as said demised area being outlined in red on the attached plat, designated Dubuque Yacht Basin Lease No. 3. A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88° 37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00" W 1798.85 feet to a point; Thence 5 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 68°05'00" W 678.00 feet along a line parallel to 16th Street extended; Thence S 21°53'00" E 697.00 feet; Thence S 53°58'00" E 1087.30 feet; Thence N 35°44'05" E 326.95 feet; Thence N 38°31'00" W 464.28 feet; Thence N 51°29'00" E 60.12 feet; Thence N 21°55'30" W 349.92 feet; Thence S 68°06'40" W 100.00 feet; Thence N 21°53'20" W 631.56 feet to the point of beginning, containing 21.18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area A on the exhibit attached to the Third Amendment to Lease Agreement. A Part of an unplatted slough and parts of Mineral Lots 298 and 299, all in Section 19, Township 89 North, Range 3 East of the 5th P.M., in the City of Dubuque, Dubuque County, Iowa, as described by metes and bounds in Instrument #7208-00, filed June 27, 2000. LEASE AREA B: Lease Agreement dated February 5, 1974, Amended by First Amendment dated May 4, 2000. Amended by Second Amendment dated January 21, 2002, Instrument #5893-02 - Note: Metes and bounds description describes Lease Area A. A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence 5 68°05'00" W 1798.85 feet to a point; Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A; Thence S 21°53'20" E 603.22 feet, said point being the point of beginning; Thence S 21°53'20" E 28.34 feet; Thence N 68°06'40" E 100.00 feet; Thence S 21°55'30" E 349.92 feet; Thence 5 51°29'00" W 60.12 feet; Thence S 38°31'00" E 464.28 feet; Thence S 35°44'05" W 326.95 feet; Thence S 53°58'00" E 344.49 feet: Thence N 36°22'20" E 814.10 feet; Thence N 13°25'00" W 360.10 feet; Thence N 32°52'55" E 107.98 feet; Thence N 38°24'35" W 684.06 feet; Thence S 52°55'15" W 287.74 feet; Thence N 37°04'45" W 44.00 feet; Thence 5 53°06'00" W 100.00 feet; Thence S 36°52'55" E 44.00 feet; Thence S 52°58'00" W 359.45 feet to the point of beginning, containing 20. 78 acres, more or less, subject to easements of record and not of record, as shown by Lease Area B as shown on the exhibit attached to the First Amendment to Lease Agreement. ALSO A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00" W 1798.85 feet to a point; Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 68°05'00" W 678.00 feet along a line parallel to 16th Street extended; Thence S 21°53'00" E 697.00 feet; Thence 5 53°58'00" E 1087.30 feet: Thence N 35°44'05" E 326.95 feet; Thence N 38°31'00" W 464.28 feet; Thence N 51°29'00" E 60.12 feet; Thence N 21°55'30" W 349.92 feet; Thence S 68°06'40" W 100.00 feet; Thence N 21°53'20" W 631.66 feet to the point of beginning, containing 21 .18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area B on the exhibit attached to the First Amendment to Lease Agreement. A Part of an unplatted slough and parts of Mineral Lots 298 and 299, all in Section 19, Township 89 North, Range 3 East of the 5th P.M., in the City of Dubuque, Dubuque County, Iowa, as described by metes and bounds in Instrument #7209-00, filed June 27, 2000. LEASE AREA C: Lease Agreement dated November 23, 1987, Amended by First Amendment dated December 21, 1987, Amended by Second amendment dated January 19, 1988, Amended by Third Amendment dated May 4, 2000. Amended by Fourth Amendment dated January 21, 2002, Instrument #5892-02- Note: Metes and bounds description describes Lease Area A. A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence 5 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence 5 68°05'00" W 1798.85 feet to a point Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 21°53'00" E 603.22 feet; Thence N 52°58'00" E 178.79 feet; Thence N 3T11'30" W 152.35 feet; Thence N 30°53'00" W 414.70 feet; Thence S 68°05'00" W 67.55 feet to the point of beginning, containing 1.55 acres, more or less, subject to easements of record and not of record, as shown by Lease Area C on the exhibit attached to the Third Amendment to Lease Agreement. ALSO A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence 5 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence 5 68°05'00" W 1798.85 feet to a point; Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 68°05'00" W 678.00 feet along a line parallel to 16th Street extended; Thence S 21°53'00" E 697.00 feet; Thence S 53°58'00" E 1087.30 feet: Thence N 35°44'05" E 326.95 feet; Thence N 38°31'00" W 464.28 feet; Thence N 51°29'00" E 60.12 feet; Thence N 21°55'30" W 349.92 feet; Thence 5 68°06'40" W 100.00 feet; Thence N 21°53'20" W 631.66 feet to the point of beginning, containing 21.18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area C on the exhibit attached to the Third Amendment to Lease Agreement. A Part of an unplatted slough and parts of Mineral Lots 298 and 299, all in Section 19, Township 89 North, Range 3 East of the 5th P.M., in the City of Dubuque, Dubuque County, Iowa, as described by metes and bounds in Instrument #7210-00, filed June 27, 2000. [Space Above This Line For Recording Data] Prenarer Erin Hanson 620 Main St La Crosse, WI 54601 Information 6087852265 Individual's Name Address City/State/Zip Phone Return to: Citizens State Bank of La Crosse 620 Main St. LaCrosse WI 54601 DOCUMENT NO. 1119251901 Parcel Identifier No. ASSIGNMENT OF LEASES AND RENTS THIS ASSIGNMENT, made this 12th day of September, 2017 , by Dubuque Yacht Basin, Inc., an Iowa corporation, Lessee 1630 E 16th Street, Dubuque, IA 52001 Citizens State Bank of La Crosse 620 Main St. La Crosse. WI 54601 in consideration of an extension of credit to Dubuque Yacht Basin, Inc. whose address is .(the "Assignor"), to whose address is .the "Assignee") whose address is 1630 E 16th Street. Dubuque. IA 52001 , (the "Borrower"). FOR VALUE RECEIVED, the Assignor conveys, transfers and assigns to the Assignee the leases set forth in Exhibit "A" attached which lease part of the real estate described in Exhibit "B" attached ("Premises"), together with any and all other leases of space, whether oral or written, of the Premises now or hereafter entered into by the Assignor (the "Leases"), together with any and all extensions and renewals of the Leases, together with any guarantees of the tenants' obligations under the Leases, together with the use and possession of and the right to rent and/or lease any or all furniture, furnishings, fittings, attachments, appliances and appurtenances of any kind now or hereafter available for use by tenants and/or operation of the Premises, together with the immediate and continuing right to collect and receive all rents, income, proceeds, payments and profits arising out of the Leases or out of the Premises ("Rents"), together with the right to all proceeds payable to the Assignor pursuant to any purchase options on the part of the tenants under the Leases, together with all payments derived under the Leases including but not limited to claims for the recovery of damages done to the Premises or for the abatement of any nuisance, claims for damages resulting from default under the Leases whether resulting from acts of insolvency or acts of bankruptcy or otherwise, and lump sum payments for the cancellation of the Leases or the waiver of any obligation or term prior to the expiration date and the return of any insurance premiums and/or ad valorem tax payments made in advance and subsequently refunded, to secure the following ("Secured Debt"): a. Payment of Borrower's note(s) or agreements dated September 11, 2017 and payable to the Assignee, including all extensions, renewals and modifications (all called the "Note"), which Note is secured by a mortgage on the Premises from the Assignor to the Assignee dated ('Mortgage"). b. All additional sums which are in the future loaned by Assignee to Assignor, to Assignor and another or to another guaranteed or endorsed by Assignor which are secured by the Mortgage. c. Payment of all other sums with interest becoming due and payable to the Assignee under this Assignment, the Note, the Mortgage and all other instruments constituting security for the Note. d. Performance and discharge of the obligations, covenants and agreements of the Assignor under this Assignment, the Note, the Mortgage and all other instruments constituting security for the Note. THE UNDERSIGNED ASSIGNOR AGREES TO THE TERMS OF THIS ASSIGNMENT AND TO THE ADDITIONAL PROVISIONS ON THE ADDITIONAL PAGES WHICH ARE INCORPORATED HEREIN. Dubuque Yacht Basin, Inc. An Iowa Corporation (Type of Organization) By: Justin J Pretasky, President By: By: By: (SEAL) (SEAL) (SEAL) (SEAL) cFAL) (SEAL) (SEAL) (SEAL) (SEAL) On this 12th day of September, 201 , before me the undersigned, a Notary Public in and for said State, personally appeared Justin J Pretaskv . , to me personally known who, being by me duly affirmed , did say that that person(s) is the President of said Dubuque Yacht Basin, Inc. Dubuque Yacht Basin, Inc. of Justin J Pretasky and that the said President that said instrument was signed on behalf of said . by authority acknowledged the execution of said instrument to be the voluntary act and deed of said Dubuque Yacht Basin, Inc. by it and by them voluntarily executed. eFIPCO * Mariah L Mleziva M28A,wLR; _ ( ) I' ;;;,.121,7 Notary Public, Wisconsin ©2005 Wisconsin Bankers Associated/Distributed by FIPCO® My Commission, Expires February 9, 2021 *Type or print name signed above. page 1 of 3 ADDITIONAL PROVISIONS The Assignor agrees, assigns and covenants as follows: 1. Performance of Leases. To faithfully abide by, perform and discharge each and every obligation, covenant and agreement of the Leases to be performed by the lessor; to use its best efforts to enforce or secure the performance of each and every obligation, covenant, condition and agreement of the Leases to be performed by the tenants; not to modify, extend, renew, terminate, accept a surrender of, or in any way alter the terms of the Leases nor borrow against, pledge, or assign any rentals due under the Leases, nor consent to a subordination or assignment of the interest of the tenants under the Leases to any party other than Assignee, nor collect prepayment of the rents under the Leases for more than one (1) month in advance or reduce the amount of the rents and other payments under the Leases, nor enter into any additional leases of all or any part of the Premises without the prior written consent of the Assignee. 2. Protect Security. At the Assignor's sole cost and expense, to appear in and defend any action or proceeding arising under, growing out of or in any manner connected with the Leases or the obligations, duties or liabilities of the lessor under the Leases, and to pay all costs and expenses of the Assignee, including reasonable attorneys' fees, in any such action or proceeding in which the Assignee in its sole discretion must appear. 3. Representations. With reference to the Leases described in Exhibit 'A°, the Assignor represents and warrants that (a) it is the owner of the Leases with full right and title to assign the Leases and the Rents payable under the Leases; (b) the Leases are valid, in full force and effect and have not been modified or amended; (c) there are no outstanding assignments or pledges of the Leases or the Rents payable under the Leases; (d) there are no existing defaults under the Leases on the part of any party; (e) no Rents have been waived, or prepaid, discounted, compromised or released; and (f) the tenants have no defenses, set -offs, or counterclaims against the Assignor. 4. Present Assignment. This Assignment shall constitute a perfected, absolute and present assignment and not merely a security interest and the Assignor understands and agrees that it establishes a present and complete transfer of the Leases, Rents and all other items subject to this Assignment. However, the Assignor shall have the license to collect, but not prior to accrual, all of the Rents and to retain, use and enjoy the same unless and until a default ehall occur under the Mortgage or any other document evidencing the Secured Debt. The Assignor hereby releases and surrenders to the Assignee all rights to amend, modify or in any way alter the Leases without the prior written consent of the Assignee. 5. Assignee's Right to Perform Under Leases. Should the Assignor fail to perform, comply with or discharge any obligations of Assignor under the Leases or should the Assignee become aware of or be notified by any tenant under the Leases of a failure on the part of the Assignor to perform, comply with or discharge its obligations under the Leases, Assignee may, but shall not be obligated to, and without further demand upon the Assignor, and without waiving or releasing the Assignor from any of its obligations under this Assignment, remedy such failure, and the Assignor agrees to repay Assignee upon demand all sums incurred by the Assignee in remedying any such failure together with interest at the rate then in effect under the terms of the Note. All such sums, together with interest shall become additional Secured Debt, but no such advance shall relieve the Assignor from any default under this Assignment. 6. Remedies. Upon or at any time after default in the payment of any Secured Debt or in the performance of any obligation, covenant or agreement in this Assignment or in the Note or Mortgage or any other instrument constituting security for the Note, and lapse of any applicable grace, notice or cure period provided in any document evidencing such Secured Debt or in the Note, Mortgage or any other instrument constitutingsecurity for the Note, the license granted Assignor to collect the Rents shall automatically and immediately terminate and the Assignor shall hold all Rents paid to the Assignor thereafter in trust for the use and benefit of the Assignee, and the Assignee may, at its option, without any further notice, either in person or by agent, with or without taking possession of or entering the Premises, with or without bringing any action or proceeding, or by a receiver to be appointed by a court, collect all the Rents payable under the Leases, enforce the payment of Rents and exercise all of the rights of the Assignor under the Leases and all of the rights of the Assignee under this Assignment, and may enter upon, take possession of, manage and operate the Promises, or any part thereof; the Assignee may cancel, enforce or modify the Leases, and fix or modify the Rents, and do any acts that the Assignee deems proper to protect its security with or without taking possession of the Premises; and the Assignee may apply the Rents to the costs and expenses of operation, management and collection, including reasonable attomeys' fees, to the payment of the expenses of any agent appointed by the Assignee, to the payment of taxes, assessments, insurance premiums and expenditures for the upkeep of the Premises, to the performance of the lessor's obligations under the Leases and to any Secured Debt all in such order as the Assignee may determine. Any entering upon and taking possession of the Premises, any collection of Rents, and any application of Rents as allowed by this Assignment shall not cure or waive any default or waive, modify or affect notice of default under the Mortgage or invalidate any act done pursuant to such notice, nor in any way operate to prevent the Assignee from pursuing any other remedy which it now or hereafter may have under the terms or conditions of this Assignment, the Mortgage, the Note, or any other instrument securing the Note. 7. No Liability for the Assignee. The Assignee shall not be obligated to perform or discharge, nor does it undertake to perform or discharge any obligation, duty or liability under the Leases nor shall this Assignment operate to place responsibility for the control, care, management or repair of the Premises upon the Assignee nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make the Assignee responsible or liable for any waste committed on the Premises, or for any dangerous or defective condition of the Premises, or any negligence in the management, upkeep, repair or control of the Premises resulting in loss or injury or death to any tenant, licensee, employee or stranger nor liable for laches or failure to collect the Rents and the Assignee shall be required to account only for such monies as are actually received by 1. All actions taken by the Assignee pursuant to this Assignment shall be taken for the purposes of protecting the Assignee's security and the Assignor agrees that nothing in this Assignment and no actions taken by the Assignee under this Assignment, including, but not limited to, the Assignee's approval or rejection of any leases for any portion of the Premises, shall in any way alter or impact the obligation of the Assignor for the Secured Debt. The Assignor waives any defense or claim that may now exist or hereafter arise by reason of any action taken by the Assignee under this Assignment. 8. Assignor to Hold Assignee Harmless. The Assignor shall indemnify and hold the Assignee harmless from and against anyand all liability, loss or damage which 'it may or might incur under the Leases or under or by reason of this Assignment and from and against any and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should the Assignee incur any such liability, or any costs or expenses in the defense of any such claims or demands, the amount thereof, including costs, expenses and reasonable attorneys' fees. shall be secured by this Assignment, shall be added to the Secured Debt and the Assignor shall reimburse the Assignee for such amount immediately upon demand, and the failure of the Assignor to do so shall constitute a default under this Assignment and a default under the Mortgage. 9. Security Deposits. The Assignor agrees on demand to transfer to the Assignee any security deposits held by the Assignor under the terms of the Leases. The Assignor agrees that such security deposits may be held by the Assignee without accrual of interest and shall become the property of the Assignee upon a default under this Assignment or the Mortgage, to be applied in accordance with the provisions of the Leases. Until the Assignee makes such demand and the deposits are paid over to the Assignee, the Assignee assumes no responsibility to the tenants for such security deposit. 10. Authorization to Tenants. The tenants under the Leases are irrevocably authorized and directed to recognize the claims of the Assignee or any receiver appointed under this Assignment without investigating the reason for any action taken by the Assignee or such receiver, or the validity or the amount of indebtedness owing to the Assignee, or the existence of any default under the Note, the Mortgage, or under or by reason of this Assignment, or the application to be made by the Assignee or receiver. The Assignor irrevocably directs and authorizes the tenants to pay to the Assignee or such receiver all sums due under the Leases and consents and directs that such sums shall be paid to the Assignee or any such receiver in accordance with the terms of its receivership without the necessity for a judicial determination that a default has occurred under this Assignment, the Note, or the Mortgage, or that the Assignee is entitled to exercise its right under this Assignment, and to the extent such sums are paid to the Assignee or receiver, the Assignor agrees that the tenants shall have no further liability to the Assignor for the same. The sole signature of the Assignee or such receiver shall be sufficient for the exercise of any rights under this Assignment and the sole receipt of the Assignee or such receiver for any sums received shall be a full discharge and release of the obligation of any such tenants or occupants of the Premises. Checks for all or any part of the rentals collected under this Assignment shall upon notice from the Assignee or such receiver be drawn to the exclusive order of the Assignee or such receiver. 11. Satisfaction. Upon the payment in full of all Secured Debt as evidenced by a recorded satisfaction of the Mortgage executed by the Assignee or its assigns, this Assignment shall without the need for any further satisfaction or release become null and void and be of no fu rther effect. 12. Assignee Creditor of the Tenants. At any time after default in the payment of any Secured Debt or in the performance of an obligation, covenant, or agreement in this Assigr,ment, the Note or the Mortgage, the Assignor agrees that the Assignee, and not the Assignor, shall be the creditor of the tenants in respect of assignments for the benefit of creditors and bankruptcy, reorganization, insolvency, dissolution, or receivership proceedings affecting such tenants (without obligation on the part of the Assignee, however, to file or make timely filings of claims in such proceedings or otherwise to pursue creditor's rights therein, and reserving the right to the Assignor to make such filing in such event) with an option to the Assignee to apply any money received by the Assignee as such creditor in reduction of the Secured Debt. 13. Assignee Attorney -In -Fact. The Assignor irrevocably appoints the Assignee and its successors and assigns as its agent and attorney-in-fact, which appointment is coupled with an interest, after an event of default as defined in the Note or the Mortgage, to exercise any rights or remedies under this Assignment and to execute and deliver during the term of this Assignment such instruments as Assignee may deem necessary to make this Assignment and any further assignment effective. page 2 of 3 ADDITIONAL PROVISIONS 14, Subsequent Leases. Until the Secured Debt has been paid in full, the Assignor will deliver to the Assignee executed copies of all Leases affecting any part of the Premises and agrees to make, execute and deliver to the Assignee upon demand and at any time or times, any and all assignments and other instruments sufficient to assign the Leases and the Rents to the Assignee or that the Assignee may deem to be advisable for carrying out the purposes and intent of this Assignment. From time to lime on request of the Assignee the Assignor agrees to furnish the Assignee with a rent roll of the Premises disclosing current tenancies, rents payable, and such other matters as the Assignee may reasonably request. 15. General Assignment of Leases and Rents, The rights and remedies contained in this Assignment are in addition to and shall be cumulative with the rights and remedies given and created in the Mortgage, assigning generally all rents and profits of the Premises and shall in no way limit the rights and remedies created under the Mortgage. 16. No Mortgagee in Possession. Nothing In this Assignment and no actions taken pursuant to this Assignment shall be construed as constituting the Assignee a "Mortgagee in Possession." 17. Continuing Rights. The rights and powers of the Assignee or any receiver under this Assignment shall continue and remain in full force and effect until all Secured Debt, including any deficiency remaining from a foreclosure sale, is paid in full, and shall continue after commencement of a foreclosure action and, if the Assignee is the purchaser at the foreclosure sale, after a foreclosure sale and expiration of any redemption rights. 18. Successors and Assigns. This Assignment and the covenants, agreements and provisions in this Assignment shall be binding upon the Assignor and its successors and assigns including without limitation each and every record owner of the Premises or any other person having an interest in the Premises and shall inure to the benefit of the Assignee and its successor and assigns. As used in this Assignment the words "successors and assigns" shall also moan the heirs, executors, representatives and administrators of any natural person who is a party to this Assignment. 19. Governing Law. This Assignment is governed by the internal laws of the State of Iowa. 20. Validity Clause. The intent of this Assignment is to confer to the Assignee the rights and benefits under this Assignment to the full extent allowable by law. The unenforceability or invalidity of any provision in thls Assignment shall not render any other provision or provisions in this Assignment unenforceable or invalid. Any provisions found to be unenforceable shall be severed from this Assignment. 21. Costs of Enforcement. The Assignor agrees that if, and as often as, this Assignment is placed in the hands of attorneys to defend or enforce any of the Assignee's rights under this Assignment, the Assignor will pay to the Assignee its reasonable costs and other expenses incurred in connection with such enforcement before and after judgment, including without limitation, reasonable attorneys' fees. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. page 3 of 3 IOWA 6!2006 Exhibit "A"to Assignment of Leases and Rents [IA428ALR] Dated September 12. 2017 See Attached Leases Exhibit A-1, B-1, C-1 (Page 12 of 76) - i • ) .• • ° .EXHIBIT A- 7. '14-! 4,t ' L•rnsE AGccEsMErrT- � a , �-� THIS LEASH AGREEMENT madeand entered into this • 8th e' day of- April 1970, by and. between the City of Dubueue. Iowe,'a municipal corporation of Iowa, through its' Bard of Dock Conmsis ,ianers, hereinafter called "Lessor;, and ' Dubuque Yacht Basin, Inc., an Iowa corporation, hereinafter called "Lessee", providing for the 'Lessee to lease, Enter upon and use the followin, described real estate situated in the City of Dubuque, Dubuque County, Iowa, here inatter.re.erred to as the "demised premises", to -wit: A tract of land three and ninety.lhundredths 13.90) acres in arca including boat improved harbor and slopes immediately adjacent thereto, all ac 'chown on the plat marked Exhibit "A" hereto attached and.by.reference made a part hereof; Lot 2 as designated on plat dated September 10, 1965 as designated on Exhibit "3" hereto attached; Begiening at a point which is the southwest corner of, the Dubuque Yacht Basin Lease ##2, thence north 52'29' east 50 feet; thence eouth 3.7 31'' east 464.28 -feet, thence.south 36 39:' west 51.98 feet, thence. north 37 31' west 670.33 feet to_point of beeinninn, as said • demised area being outlieed in redeem. the attached plat, desicneted Dubuque Yaeht Dasin • Lease No. 3. WITNESSETH; (II 1,0350r.does hereby lease. to Lessee the demised premises hcteinbefore described to have and•to hold the same for. " a period of five (5) years, subject to renewals at the Op.tieep of the Lessee ad hereinafter provided, commencing on the t day of 'Z/e/Z it , 1970 and tereinsting on the 3/5' ' day of , tai( //gee? , 197S • •t (2) Lessee shall have and hold the aeoredescribed prereises..for the operation Of a pleasure boat_ marina and all other purposes permitted by law including, but not limited to, the right to construct and maintain pleasure boat doc::ines and storage 'facilities, pleasure boat marine fueling facilities, sale and display ofwplcasure water craft and marine motors and to erect facilitice for sale and dispensing of food and beverages. r (3) Lessee's construction of'a docs; or docks alone . the water front of the demised premises, together with any f !• File Number: 2010-00015384 Seq: 12 (Page 13 of 76) LJ.. , -2- necessary piling :eor moorin.pleasure water craft shall be so constructed in accordance with plans to be approved by. Lessor and U. S. Corps of Engineers, oc% Island, Xllineis: (4) Lessee agrees to pay Lessor an annual rental of Three EUndred Fifty -0350.001 Dollars per acre plus One 01,00) Dollar per lineal foot of waterfront abutting the demised premises, and tharties hereto a,Irce that the total chargeable footini p2 such waterfront is /74A15 . feet. (a) In the event that Lessee shall use any portion tal the premises herein leased for the receipt or shipping of commercial products then (b) In addition to the rental reserved herein above, Lessee agrees' to .pay Lessor Stich wharfa!le fees nd may be legally established froin time to time by Dock Board Oreanancc in accordance with the provisions o2 Section 304. e7) oe tha I9Ga Code of Tot, or as such. wharfage ,fces may be.amended during the, term of this leaso or- any reneWal thereof; provided, never - the lesS, that ZesSee shall: not 4e obligated hereunder to pay.to Lesser any wherfa.:fe fees that would- bo more onerous as to rnte of computation- or manner of payment than that appliCable to any otherperzon .or concern to whom such bog% Board Ordinance Ror the establish- ment of wharfage fees woad apply. The wharfage, fees presently enforced and equally applicable to all other persons or concerns ncin gagilitios under the jurisdiction of the Department- of Public Docks arc hereby represented by Lessor toba as folloys; . • (i) Two and enc-lhalf cents (2.!i): per tonof 2,1)00 pOUnde on all bulk fluids received upon the demised premi.set by water trans- portation, rail ootor transportation; or any.other mothod of transportation; Five cents (P) per ton oil 2,000 pounds- on all bulk solids recciVed upon ti o demised premises by Water, rail or motor transpor- tation; or any other method of transporta- tion; (iii) Fifteen cents (L5e) per tan ol 2,000 pounds'd on all peel:aged c:oods reccivod upon the demised premises by water, rail or motor transportation. (packaged goads as used heroin shall not, include bullt lumber which shall be considered solids oven though paeteged in bundles, or any othermethod of trans- portation. • • .; File Number: 2010-00015384 Seq: 13 :b.5 O00-0n eTTa .I. 4.47: St4.7 . ::::::;:•.•::1 i f : ,. .. Z,,,, ..t, • jf. . .% . • . • .• .. ,g7 p<T."7f... ..1..,9g 'gII i4 3t3 14 '1e41 A * .l .e(. . 1,,.' '. . *0... 0S.A15:? 7hr '0 .6 t m1-1 .°0 . 'U01: 0 Tn4120-0.. !H f1 . - 1 1 =°°1X ,aa ?i0100.FiR1T.Zoanan a.4a 04141 rgtitf4r:3,4 a il: 411,0.. g S .a,00 0- OgG0 v00, a 0ai41 a !! 0 ar:241 a 41 4141411* ''h: c401 41 c4200 a 00 08I-Carr-f:;a-71 -a=I.t, , a0Al2 vu.li00alP,a4Oof 41 00.041 t0re 003 33. at0°I::1"E3 4141 t ,17S3ri 1-041041n—. .4 rT0:a00.c a..a,9..-• 0-r4.ag15, S';'':3l2.'33S' V0Fi180 0 07 g. 3.40f.0ai T?,: - ,3 1-r*4410 . . .,C\... 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'; • .1011 0.41 024,c0 f-,100 0410.41410 ft 041A0.n .Sf,g1 IEE,,.1a041041t. nuf a3!d { 0r,4 GL4r7:,50 "„4g5 g „00 3.g306. ,, .g 0r0A.E?rFag7Ce,, aa0at ft, 1-, a a aoo. -raoe0 a4:o oftng .. o E.4041 V 41411*4.1 a—afta ..oHg.0.0nw..0&2,..t, }_,0e7}.g0t000. 705a041r• ao^a'ft. 0 41..1 ,4141' , 0 00.0t. ..7,0 4 *-11aRAI,A410 -.41410410 0o0043'nag. . ''-: "'t '°'1Z .I Q gwU0-. 4141-' 0.30o . et'1-30-1,01-.00 . .. . A 41414144141 2o-ana--,ggY4.,m:..a0a •4141a41t10 • on6ftan-3ncra af..uCl.-0ai 0 t41V 1*0 .0?°20aft00 WC aat0 041-0• 1.1 00410 1* 41411)41? 00411414 o % 4116 V Ala.a '410 0041 CI 041at• :gtir '. . • --0.",4 e0414- 6'99'. :01'3 2'3 "?25-0040•H1:n 011300"'a0ra 3150.-3 .,i000 41413`7W -. g'8ao5 04141•3.041 0,00fta . -• faDA0 LiiDIr0 aaa,0000. :r.a,,v,,,„,. 000.4108 000Fa00, 0 ,.,000, Ta0 0)aF.V --•1ttO0::1;ra,0rA'41,f410441'413410'4141 •411 0g 4*:..n0g:1.0 1 000 ,.0 .. 14100. 0 G. 0 0f.a,. .40-0 a,8 -g"'55 P.1-0 Q. 3O10A41 1t4 .1i t, A,r6. A .1 04* 0 04113— ,.0 .14 lf0 141 1 1- ...:' . !,)..:.. •*7 ' ' i‘.4...5.1.- .. W ..6.,..2,..... - ,.•••&1....„,..,,......:„.... c • , ., . :._...,• ......:.. . • , .... ' -...•• • 7-7 • • .1•;; ° . • - , A .41 '4 0 41 41, (Page 15 of 76) • • ' ' provided the 54M0 are tree of landlord's liens, or other lien rivhts in Lessor. It is agreed that all such improvements, except or the improvements constructed under the provisions of Pararaph (4) nereof, are Co remain, at all times, personal property with- out regard to the way.or manner that they may be affixed to tna real estate. In the event of such removal, the demised promises shall be restored to substantially Lhe same cendistion as they were at the commencement of the initial term of the within lease. Failure to remove any of such improvements, or other, property of Lessee within such sir (6) nsonths period :shall constitute an abanlownent thereat unless the parties hereto otherwise. agree in. writip5. Such abandonment shall not relieve Lessee from teimburSing LeSser for actual expense of removing•such abaneoncd property-. Lessee shall have free access at. all tires durin‹: the aforesaid si:E- (6) month pied to remove from the demised pre..rises its improvements except such improvenents,asdescribod in. Para- graPh (3) hercat. In the event of any-- holdover after the.ter- mination, of this lease by Lessee to remove ijs. improvements, as, staterl atoresaid, Losneo shall pay Lessor rental for each month under. such holdover to- he cOmputedby dividing"the annual rental specified in l'araqraph (4) (e) above by twelve (12)- (9) Lessor acreci and covenants that Lessee, on pay- ment Of the rent and perierming, the covenants and conditions herein contained; shall and msypeacegully and quietly have, hold and :enjoy the demised' premises for the, term hereof, including all:renewals.. including the elusive use of the waterfront abuttin7 the demised premises, not to exceed 2400 feet of water- front, es identified on M.Fhibit "A"- hereto attached, and EXhibit "D"'. and the attached Plat designated' Lease No. (10) Leador shall retain a Strip of land forty-four (44) feet in widthalonv the top o the, slope of the deli:sod. premises ter the purpose of maintenance, inspection an& repair of rip -rep and land frontid;; on the water adjacent -thereto. LOSS= Shall have the right and easement to enter upon the demised :premises or the purpose of maintenance, inspection and repaid of the. rip -rap and land grantinj on the water. -The rights reserved by Lessor herein shall not prevent Lessee from-usinl such forty- .1our (4i) "feet strip gor any purposes not iaconsibtent with such rights reserved by Lessor and subject to.the erection of a flood wall levee. (11) Durinv:the tcrm"Of this.lease, or any extension thereof, the Lessee shall havoLlihipht to sublet at assion any :se) of its ri,..0ti-rin.and to the demisec . mises, to any person or concernmith the prior written approval o Lesvor to the en4 tlirltet 1,esapr'14.41.11r-77t7 shal-1--be-Zu-1-1-y-=Pr • ed and which approval of Lessor shall not be unreasonably withheld. (12) Lessec.is hereby granted the.option extendin.5 -1 • File Number: 2010-00015384 Seq: 15 (Page 16 of 76) • • • :. • • -5- J this lease for not more•than nine (9) additional successive Periods oe rive (5) ,years each under the some terms and con- ditions as sat ;orals h rein by riving Lessor advance written notice of the exercise of -such option at least sixty (60) days prior. to the expiration of the original terra, or, the expiration ,of any other term A.; to which Lessee may have exercised such option. (13) Lessee agrees to indemnify-0nd hold haznless:the Lessor from any and all damages or claims whatsoever, actions • or causes of action in-law or equity, or damages or claim for damtages at claims fear damages to persons or property 'by reason of the l'essee's use or iisuse of the demised premises or arising - by reason of the erection or Maintenance or existence of docT.s, unloading•facilities, pile clusters erected by Lessee on the premises herein leased or in_or'on the waterfront abutting and serving the leased premises, and further agneas to reimburse Lessor for any and all damages to the waterfront,• rip -rap, or slopes resulting from the yraintenanre, erection or existence of said improvements or from shoaling rteultiisg therefrovt. Lessor wises to promptly give its notice to 'Lessee or any and all claims and actions, as. stated aforesaid, and to porMit Lessee and/or its insurance,crnier to investigate and defend the tare. (14) Lessee agrees to procure and maintain in force ' _urine the terms of this lease, or any renewal Eheroof.'e 'policy of liability insurance insuring the liability of the City of ` Dubuque, ley- and- through its Board off Tmc1.:-Conmissioners, Lessor, from any casualty claims aris.%nct out of the leasing o3 the demised premises, or the oper=ations conducted thereon. Said liability • 4 policy shall be.Written with minimum limits of not less than $100,000.00 for thjUzy to any one-person, not les: than 300,000:00 for any one.accident, and not less than $100,000.00 for property C•emagc. easoz''shall bo :uxnished •ssith a Certificate of Snsuzanc,e evidencing .the•covcrane reauized by this paragraph ..( and such Certificate shall provide that at least ten (10) days ,a written notice shall be. given to the Cityof Dubuque, by and through' its Board of Flock Commissioners, prior to the cancellztionJ or rrateiial change of such coverage. The insurance carries for .1 the nini' u -.i limits herein specified shall In authorized to do businese in the State' o Iowa. • , (15) If Lessee. shall F:n::e default in the payment of the rental hereunder, or any part {:hereof, or shall a,a'.:e default in . the pe rfor+-ance of any of the eraser covenants herein contained. . and much default shall continue err a period of thirty (30) mays after written notice thereof, specifying the default ccnlai.necc of, mailed to Lessee at its aclrcns in the Cicar' o f Dnbu;Ue. I:'nta, by United States certified. mail, with a coos mailed] to Lessee •.{1 • .;:.%11 C File Number: 2010-00015364 Seq: 16 8 (Page 17 of 76) -5- at 1630 East 16th Stieet, Dubuque, Iowa, or at such other address as Lessee may.from time to time specify in writing, then it shall be lawful. for Lessor., at its eleCtion, to declare the term -of this lease ended and to expel and remove Lessee, or any person, or persons in or upon the same, using such force as may ba necessary under the circumstances; and if at any time, by reason of ,such default of the Lessee and the continuance thereof or such period of thirty (30) days after the written notice has been given taid tarmSholl be so ended; Lessee hereby covenants And agrees to surrender and deliver up the leased premiSes peaceably to the LeSsor. (16) Any rights granted to Lessee are further subject to the prior right Of the City of Dubuque, Iowa, or 3.#s authorized agents or contractors to enter upon the premises to carry on any work or acridity necessary in tion with -the construction of flood control works or devices. (17) Lessor agrees that there will be- no public alining. Within a radius ot.one thousand (100.0) feet from the perimeter of the demised premises hereinbefore described. This Prohibition shall not apply, however to the area for which the Lessee hai been granted an option. (is) Xt-is mutually agreed and understood by and between -the parties hereto, that the Lessee materially represents and acknOwledges that Lessor relies on Such material representation in entering into this lease, that it is aware of and recognizes_that the Dubuque PackingCompany is engaged in business as a meat packing plant in the vicinity -of, the premises herein leased, and Lessee has no objection and will Make no objection to such operation of Dubuque Packing Company Packing 2Iant. (19) Lessor does hereby grant unto Lessee the exclusive right and option to lease the rather Aloysius Schmitt Pleasure Harbor and all or any part of the real estate connected therewith as shown on the plat marked Exhibit n3' attachedhareto and by this reference made a part hereof, provided, however, that the Aforesaid option shall expire On December 1, 1970. Said option shall be exercised by writ -tart notice of the Lessee to the Lessor addressed to its business office at least sixty (60) days before the exercise of said option •• 2 1.7 File Number: 2010-00015384 Seg: 17 (Page 18 of 76) I IN WITNESS WBEREoi', the parties hereto have caused the due execution of this Agreement, in duplicate, as of the day and year first above written. CITY OF DUBUQUE, XOOA (Lesser) By: ,k7- 2,4/(Y.TIA L/ -,g sepliVoelkez DUBUQUE YACBT BASIN, INC. (Lessee) BY: s2.•rcf/' <.w"f�/Yft e..G4^-•3 By : "Vincent 3'V..aiser By: Its Donald Sili2uei Board og Dock Commissioners STATE OPT dA } DUBUQUE cotmrrY ) SS,:. Donald P. Shanley, PgoVident & .' • C • Secretary. : • ;11 Fw3 on this P day o;: ,/,;--,:e______197o, .i ator`e me, the enders .-jned, a N tory Public in and for said . ;+( County,.fie said State, personally appeared Joseph Voelker, Vincent.,: X, Kaiser andD_nald J. Mealier, to me personally known, who,, being •by of duly sworn, did say that they have been appointed members • oc the Board of flack Commissioners, that no seal has been pro- cured by said Doeh Commission, that said instrument was signed on behalf of the said Board o;: Doc}; Commissioners by authority o.E its Beard, and said Joseph Voolker, Vincent J. Kaiser and Donald- J. Mueller achnow?edged the execution of said instrument to be the voluntary act and deed of said Board of Dat?: Commissioners by it and by them voluntarily executed. Notary Public- In and for said County. File Number: 2010-00015384 Seq: 18 (Page 19 of 76) r -8- r,... STATE OF IOWA I I] ) ES: . .., DUBUQUB COUNTY ) • ! On this 0 day of 19701 .before me, the undersigned, a Notary Publio in and for said -County, , in said Statei'personally appeared DONALD Z. SLE, to mei . I personally known, who, being 1y Me duly sworn did say that he is the President and Secretary of said Dubuque Yacht -Basin, L Inc., that no seal has been procured by the.,said corporation ) and that the said Donald P. Shanicy as suCh:officer aCknowLedged ).. •'; . the execution of said instrument to be the Voluntary at and deed of said corporation, by it and by himvoyttariy executed.. (SEAL) t , `t: • rl• in an g for s otary u lit County and State. . . • File Number: 2010-00015384 Seq: 19 (Page 20 of 76) •(� ah i LOF z. • G SCAL .C7 1 , 1 a / 4Ir{ • 11 a v 7 r ii e• O.k ti.. f b. .1gli .-,'• \•'' 1L " I 9 M, <A4 e n • . • • • • • • • .. • ti •1 UBUV. OE"- :YA••CI" I• BAS e �.K 4.• • • • • ^+.::,',.,.,,� • K .. 1443 c,-.. "` =.r3? . cats .4%:,. ri'---- - • • ai yt:d 3.i. • a • rile Niuber: 2010-00015384 Seq: 20 (Page 21 of 76) • I. -7..--• ' : ". ..I. .....r. L-. ..: , •., : . 1 ." • . ...... • • - 1 LL • 31.7= ' A / • •• • • • • — .• .•••• . • • . . • ,• , • 4-0 U C.) U Y.A }-11- , F3ASIN P -ASE ."-TRP'S • : .. . 1 W!RtBT TC3TtrY TWAT THIS PLAT, r7, SURVEY OR, REPOtt WAS . . . t 2:::..T.r,\RY Mt DR ORDER it). Outrz-t PeRIoN,.1. svprFtv toN An0 TWAT , i 'I 46 fDLI'...T SEC I STER 29 #, 1.. Al suRvyroo unzEn TE LJ .-s or ' '•:. ., 5:C.A1.,.:::: I= 200' : ! trio:.77AT.o o'r 12-&r ../ - " . ‘,... . i ‘- -<- • Sr.F.- i ozseR 10, 1965 . . :1 • '....•,) :... " .. . 3 --7.1 • :.r.; ' •,. ••;r.„ = . - :., -:-.. -.. • „,-.."-- • • - f"----..,- - 4., • • , . ' ".-;:::;.'-'3 1=;:::•:::.:•:: l'...--;:',- ":,:•,..,;*,'!-•,/,:: .f*,....!...—.„...— " -.'"'t'^ _:...,I4.....Z.:... ° • 4...,-.,411,....1.1.1.t......r.ti:• .- -.. 2.s... . * :.!,• r. L4.6.' i1ci O)6 • .. File Number: 2010-00015334 Seq: 21 Cyas3e 22 (Page 24 of 76) • C ' ' P n s r AME...: -.:Lb r TO LEASE, This First Amandmen t Lease.Agreement ;aide and entered into this e�' .. day of ''/ , 1970, by and between the CITY OF DUSSIQU%, IOWA, at 4unicipal corporation of Iowa, through its Eoerd•of Dock CoMmiasioners, hereinafter called LESSOR,-. and ;DUBUQUE YACHT SA53N, /NO.., an Iowa Corporation, hereinafter called LESSEE, in consideration of the cove nts and conditions of the original Lease Agreement and this First Acnendmeait to Lease Agreement hereby stipulate and agree that par.egraphs 4 and 19 of the: Lease Agreement between LESSOR and LESSEE dated April 8, 1970, shall be deleted and in lieu thereof, the folloWilitg 2aragraphs 4 and 19 inserted and to become a part of the original,Leaee Agree- ment:. . _ (4) LESSEE agrees to pay LESSOR an annual rental of THItEE • THOUSAND BEVZLT IHUNi7R£D FOUR_ and 98/100 DOLLARS 03,704.98h , (a) In the ovent�that LESSEE shall use any portion of the premises.herein leased fpr the receipt or shipping of . commercial Droducts, then (b) In, addition to the rental reserved herein above, , . LESSEE agrees to gay LESSOR such .wharfage fees a e may be i legally established from time to time by Dock Board Ordinance in accordanceith the provisions of Section. 384 (7) of the 1966. Code of owe, or as such whartege, fees may -ba ameaded Gra during the Grof this T.easa or any renewal thereof; pro- • vid'ed, never,thelbssq; that LESSEE shall not be obligated e hereunder to pay to LESSOR any wharfage as that Would be more onerous as te rate of computation or manner of payment . . 'than that applicable pp to any other person or concern to whom -such Dock Board Ordinance for the establtshinent of wharfage fees would apply. The wharfage leas presently enforced and ' .i equally applicable to all other persona or conaerna using • facilities under the jurisdiction of the Department of Public Docks are hereby represented by LESSOR to be as follows, .1 (i) Tao and one-half cents (2V4) per -ton of 2,000 • ' pounds on all bulk fluids received upon the demised premises by water transportation, rail or motor transportation; or any other method of transportation: (ii) Five cents'(Sg) per ton of 2,000 pounds on all. : bulk solids received upon the demised premises by water, rail•or motor trankportationr or:any::tther method of transportation; ,i (iii) Fifteen cents (15) per toa'of 2,000 pounds on all packaged goods received upen the demised premises by I water, rail or motor transportation (packaged goods an 4 used herein shall not include bulk lumber which shall be i conaidered bulk solids even though packaged in bundles, or any other method of transportation, :i uA�t 5 :7•y e File Number: 2010-00015384 Seq: 24 (Page 25 of 76) 1•. -2- it iso further agreed that a minimum a£ Two ($240) Dollars . per. foot shall be paid_annually in advance for wharfage fees, provided hereinabove: Notwithstanding, anything ta• the contrary contained in paragraph (4) •(d}'above, LESSEE shall not be obligated to pay LESSOR.faes far any materials, supplies and equipasnt received upon the demised premises. for use in the construction; operation or maintenance' of the facilities. • It is further agreed and understood between the parties hereto .that the rentals herein agreed to be•paid eha11.be payable in 'advance every three months, thatiis• to say,. sha11•ba payable in quarterly payments, the ftret rental shall be due and payable an or before the 15th day of April, 1970 and: on the first day' of each quarter thereafter. • (19) 'LESSOR does hereby grant to LESSEE the exclusive right and option to leaae the•Pather Aloysius Schmitt Pleasure • .; Eiarbor'andell or any part of the real estate connected therewith,' as shown on the Plat marked Exhibit "E" attached to•the original Lease Agrea^aeat dated Ap_i1 8, 1970 and by trig reference made a part hereof, provided, however, titat'the aforesaid option shall expire.ct December 1, 1971. Said option shall be e;carcised by written notice of the LESSEE to the LESSOR addreseed,to.its business office. at leant sixty (60). days before the exerciae'of said option, IN WITNESS WE REOP, the parties hereto have Caused the due; • execution of this Agreement, in duplicate, este! the day and year first above written. CITY OP 3ti3;gt,73, IOWA,. •- LESSOR dsep VoelkerK y -LW J Vincent S' wiser SY$ F. . schreiber Its••Eoard of Dock Commiasioner • DUBUQUE YACE'F SIN, 3NC.., • .1 LESSEE. u •j+ poaald P. Shanley, f idem_ ecretary. - File Number: 2010-00015384 Seq: 25 (Page 26 of 76) sO • .40•••.,.. �w f • -3- STATE OT =VA : } ) SS; ;AMINE COtfl?1 Y .1) On ibis y tiny of �.f,L �./t/ ,• 414►X 3.970 bafora.mak.the undexaignad; a Notary Public.in,:atid fo ,said County, in said State, personally appeared JOSEPX VOELICffit,'VV CENT d. iSAIs= and .P. J. scEREIBER, to ms personally knovank swot being by Me duly sworn, didsay that they have beenppointnd members of the•Board of Dock Commissioners, that no seal has been procured by said Dock ComMission, that said instrument pan aigned'on be - hall of the !aid Board of Dock Comseiasioners by authority of its Board, and :said ci'09EPB VOELI R, VINt3 Nl' S. EAISE'R "and P.:7. SCEIREIBEA acknowledged the execution of said instrument to be the voluntary "'het=and deed of said Board of Dock commissioners by•it and by them ..-,%..volunteri.ly • executed. • STA' OF 3C A' ) ) ' Sat =MOM CoUiq'I"1'. )' •° s •4 ry Public : . in and_ for • said 'County, andState. •. 4. n • 'On thin .2 g clay of t7 c fs N5. k. • ';:Aon. 1870, • • before -mei the undersigned,. a Notary Public:in �aad `for'%asid Court • in saia state, personally'appoaxaci DO)ThLt P:'sp;ltr'F.•i.',: tqpepar-. _:r banally known, who, beizi by me duly sworai"did say that he is the. President and Secretary of said DUBUQUE YACIT BpsrE,-TEC, that no seal has been,procured by the said corporation,'that•said instru- ment was signed on behalf of said corporation by authority.of its Board of Diractorsr that the Said DOMD P SBArILEY as sgch officer acknowledged the anecution of said instrument to be the voluntary act and deed of said corporation by it and by him voluntarily executed. 797-46‘&. • Notary Public in and for maid County and State.-:, File Number: 2010-00015384 Seq: 26 0, ,•• • , , • • , i . i . • •• • ••• alv OW'. gp d g .- g• g• t. t- 0 0-...0• .0 0 wl," . ,.. n> 1-. 0 • • '- - • o. ..) ....- 0 ,•••• " - . ' • Cu a, 4 a• 7.'5%* ' • I: .' ." ‘;', a• % ' ,, ' .......6 iv: ,..,i-, . ,..... • .'4.."•• ' Is 44.P ';'•• gr. P* P...0"',1 43 a A.. ,.,,,, ..t.,a,..-. .. ..,,30...n.. • . - ,.. a. 3 a a , fkrri.'„og"..-fto,;o0- groom •' P *• 4 P F °' '. '' a 4 .1 414e. '''' €.7 , . .. fri.41 0' .: a•P a. r47 :4 EliVir if '41 : '4. V4 g' . i• '*',"Pt: .,, ;5114 ... 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' o. o' 0., o 0 0- to .. ' • o ..GP 0 *I P n • . 0. " Iv. ' • a v. — g g • a a. ^.= ,s, c A . • ' < n . „...0 a, p ...• le•• , r, ‘., ri r, • .1 ` , g. a 4' 0 @ g : • ......” - 3 , . • 1,,, m .., ,, . 4 • , a, ;...,••, .a..•• .., . - o• ',..-- A P • 4. r., ci a 7 F '-... ,4 P. , '''' • g." t • t',, • P•• ,. 4 ' P: g.:`' '4'4- t, g' ' . ,1.-, -, r......17 '. 4 Fe ;."- 0 : 0 . •,:f. , • ;-• „Or 1 .. . IT- gg': ,,, K 01 . a. ,,r ,,,„- .,, ,,,,. ,,-.,•, a ,,s. . g. - P. xt. . = a a 4-2 a >- a -,0 ,..... cl- •-•••`' ''' ''': ti .' tr t : -%,..7. • 1. ' , 7-ji• '8', IF- -.. . .• . : - o fl .., .,... - .. . . . . - . ,.. . .• 0 : o ' (Page 28 of 76) • ;res,.... SECUN6L.tfi'.LIFJASI~`I'T TO LEASL an the tiny and year fire: abova.�yrltters.. • • . CITY 0.7-D 'EUCATE,, iOVlA, * tsaor • • • r,• •t•.,• . • • *y3...{ . • , 73 r tut nimrd ofLock Cam extanfon DuzuilvE Y.A,CEi BASIi.;1�, MC. , Lessee - �� .- its. Pro ani` £- .`-- . +y . • 1:1 • STATE,. OF IOWA D At*, • Coiii`iTY Oi DU3t7QUL 3 a : cn kt113 J • tLT cif./t.e r 177 i. 1_cFora 7.7A. tho • . . ° •uade algned,' a Notary Pubtle E;tand •:or i,4o etc a: I P.-•?., p'craona y._y-hrc l t appeared ie.'4.s•„... . e*.••••s ,,..,.�„ ".r_ .....I . /1/./let-6,,,,,,i,__.,......„ to me pc.rat�Mul.1y known, who, being by . s duti, stv. rn, did s:r: t€sat they ` ' . haul been e,; ointcd mambara of the Board of Doc?: Cemmtaatoncrn, thrit ac • t zeal hao been procures by said Do.k Carnarlcull :, that catd ln.^,tt•Lt:sant t::9 " signed ors behalf of• the said 3oar3 of S..,ock Co:n.ntioot_. sIrs Gy ttti:thdritr 0! 1ta Zoord, cRd the ante . ,, ^.+•r•,-+•tAeue<' ,1'+:..er+a,e_ 47• »Z.+ i44• /t,''ci i tttld � :2 �, /�. �r G°E. " v:tedged the c e'eittlr•a of slid Instrument i to ba the veto.ntary act.and decd of sz.td Soars: of Loch Co...1rotsataner s by It •. .' 'I an&•by, them eoluntarity e::ceutod. ° .. .. ' • "' .. . •. .... ,,,,4._,�rG y;,G ;'Sw LIC it: and :or the State of towe . e •• File Numbex: 2010-00015384 Seq: 28 (Page 29 of 76) t.� _3- . . STATE Gi• 1OFWPt • • ) • • • } a5: COUNTY "Cr'r.tvz trizi )• „�dby ei ila4, bass`s :rr>ttze- •'•Cta,lor ot!ped, S Viltary Pab is -In 414:4 «r ` C.2£ft C:titAa;+y.•c.ttl vi1tL•'', 9CSSii: artily • agnaarnd LICI'.i.i} P. St -.11111,5.; to too peru;l,tally hn:A.n. betnr".' bi • '.T.0 duly =worn, «id say GoaEdip to Om:, T=reatrt.:nt auu;Lcrotary tit said DL'13i'S`ouE.Yltic c?'? BILSIPc, INC.. that no n:Eai hao boort procured t,y tho aa£d corgiorattor, that'satd Inatrs:rront man stgpoc% vti ilehat€ of b1it1 t:orpara- ttoa by austhor£ty et Ito 33oax'si of itircctorc; chat tho aaid Dotta1d P..ohu ley ° •.aa atach ofileurc aci;aov'icdSni3 the eaeccttoa of aa4 loot umlaut -to be t;se voluntary act and d.."42 or Raid eorporattarc by It uctct try Mai votu_c:artly ca.a- - • 14RGZERT M.67;RTSCH SEPTEM9ER3a,1 . . 1 £ic:fiary Public a and fox'.tao mato of•iov:2 File Number: 2010-00015384 Seg: 29 (Page 30 of 76) THIRD AMENDMENT TQ LEASE AGREEMENT DATED APRIL 8. 1970 This Third Amendment to ease Agreement dated April 8, 1970, is made and executed this VT4' day of , A.D. 2000, between DUBUQUE YACHT BASIN, INC., a corporation organized and existing under the laws of the State of Iowa, with its principal place of business in Dubuque, Iowa, hereinafter referred to as "YACHT BASIN", and the CITY OF DUBUQUE, IOWA, .a municipal corporation organized and existing under the laws of the State of Iowa, through its duly authorized City Council, hereinafter referred to as "CITY"; WITNESSETH: WHEREAS, YACHT BASIN and CITY have heretofore entered into one certain Lease Agreement dated April 8, 1970, as arnended by a First Amendment dated November 3, 1970, and a Second Amendment dated February 12, 1975,.whereby CITY leased to YACHT : BASIN certain real estate described in the aforesaid Lease Agreernent dated April 8, 1970; and WHEREAS, CITY and YACHT BASIN wish to clarify the Leased limits of the Lease Agreement as shown by Lease Area A on the exhibit attached to the Third Amendment to Lease Agreement. NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the aforesaid Lease Agreement between YACHT BASIN and CITY dated April 8, 1970, as amended by a First Amendment dated November 3, 1970, and a Second Amendment dated February 12, 1975, is hereby amended to describe the "demised premises" as follows: A part of an unptatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, Ri3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88°37'20"W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00"W 1798.85 feet to a point; Thence S 21°53`20"E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 58°05'04"W 878.00 feet along a line parallel to 16th Street extended; File Number: 2010-00015384 Seq: 30 (Page 31 of 76) Thence S 21°5300"E 697.00 feet; Thence S 53°58100wE 1087.30 feet; Thence N 35°44'05E 326.95 feet; Thence N 38°31'00"Vs/ 464.28 feet; Thence N 51°2900E 60.12 feet; Thence N 21'55'30W 349.92 feet; Thence S 68°06'40"W 100.00 feet; Thence N 21°53'20"W 631.56 feet to the point of beginning, containing 21.18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area A on the exhibit attached to the Third Amendment to Lease Agreement. IN WITNESS WHEREOF, the parties hereto have caused the due execution of this Third Amendment to Lease Agreement in duplicate, as of the day and year first above written. CITY OF DUBUQUE, IOWA BY: DUBUQUE YACHT BASIN, INC. BY: File Number: 2010-00015384 Seq: 31 20 • 153B4 32 $eci • (Page 33 of 76) FOURTH AMENDMENT TO LEASE AGREEMENT BETWEEN DUBUQUE YACHT BASIN. INC. AND THE CITY OF DUBUQUE This Fourt Amendment to Lease Agreement is made and executed this a/.0.1 day ofd , frl l , 2004 A.D., between DUBUQUE YACHT BASIN, INC., a co , . ati©n aranized and existing under the laws of the State of Iowa, with its principal place of business in Dubuque, Iowa, (YACHT BASIN) and the CITY OF DUBUQUE, IOWA, a municipal corporation Organized and existing under the laws of the State of lava, through its duly authorized City Ccuncit (CITY): WHEREAS, YACHT BASIN and CITY have heretofore entered into a Lease Agreement dated April 8, 1970, as amended by a First Amendment dated November 3, 1970, a Second Amendment dated February 12, 1975, and a Third Amendment dated May. 4, 2000, referred to collectively as the Lease Agreement for the leased premisesas follows: A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 6th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, TS9N, R3E, 5th P.M., Dubuque County, lowa; Thence S 88' 37'20"W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00"W-1798.85 feet to a point; Thence . S 21° 53'20"E 67.53 feet toan existing iron pipe at the northeasterly comer of Lease Area A, said point being the point of beginning; Thence S 68° 05'00"W 678.00 feet along a line parallel to 16t Street extended; Thence S 21° Thence S 53° Thence N 35° Thence N 38° Thence N 51° Thence N 21° 53'00"E 697.00 feet; 58'00"E 1087.30 feet; 44'05"E 326.95 feet; 31'00"W 464.28 feet; 29'00"E 60.12 feet; 55' 30"W 349.92 feet; 331e Number: 2010-00015384 Seq: 33 (Page 34 of 76) Thence S 68° 06'40W 100.00 feat; Thence N 21 53'20''W 631.56 feet to the point of beginning, containing 21.18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area A on the exhibit attached to the Third Amendment to Lease Agreement; and WHEREAS, CITY and YACHT BASIN now desire to further amend the Lease Agreernent to extend the termination date from March 31, 2020, to March 31, 2031. NOW, THEREFORE, in consideration of One Dollar 01.001 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lease Agreement is hereby amended as follows: 1. Article (1) of the Lease Agreement is deleted and the following substituted in lieu thereof: The term of the lease IS HEREBY EXTENDED FROM March 31, 2020, to March 31, 2031. For the period through March 31, 2020, the annual rates shall, be as provided for in the April 8, 1970 Lease Agreement. For the period commencing April 1, 2020, and ending on March 31, 2031, the annual rent for the leased premises shall be the fair market rental as agreed by the parties. If the parties cannot agree to the fair market rental at least ninety (90) days prior to March 31, 2020, they shall jointly appoint an MAI real estate appraiser to determine the market rate. If the parties cannot agree on an, appraiser, each shall appoint Its own MAI appraiser and the two appointed by the parties shall select a third. The average of the fair market rent determined by the three appraisers shall be the annual rem for the period commencing April 1, 2020 and ending on March 31, 2031. The appraisal reports shall be completed in accordance with the currant 'Uniform Standards of Professional Appraisal Practice' as promulgated by the Appraisal Standards Board of the Appraisal Foundation. The annual rent shall be paid in four (4) equal installments by not later than the first day of April, August, and December. File Number: 2010-00015384 Seq: 34 (Page 35 of 76) .g • 2. All other terms and conditions of the Lease Agreement shat full force and effect. -Atte by: aanne F. Schneider, CityClerk State of loyal ) ) ss: County ofTh.thuque) On this ia day Of said state, personally apOsa Basin. to me known to be the instrument, and acknowledged deed. e ain in CITY OF DUBUrg DUBUQUE YACHT BASIN , 2002, before me. a Notary PUblic in end for natd P. Shanley, President of the Dubuque Yacht rson named in and who executed the fo of that he executed the same as his vain My Commission expires el -1 Tile Number: 2010-00015384 Seq: 35 (Page 36 of 76) EXHIBIT ,A-2 1. Legal description for April 8,1970 lease, as 'amended: A part of an unplatted slough and parts of Mineral. Lots 298 and 299 all in Section 19, TS9N, R3E, 5°i1 P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88° 37'2-0"W 654.95 feet along the northerly line of said. Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00"W 1798.85 feet to a point; Thence S 21° 53'20"E 67.53 feet to an existing iron pipe at northeasterly corner of Lease Area A, said point being thepoint of beginning; Thence S 68° 05'00"W 678.00 feet along a line parallel to 16`" Street extended; the Thence S 21° 53'00"E 697.00 feet; Thence S 53° 58'00"E 1087.30 feet; Thence N 35° 44'05"E 326.95 feet; Thence N 38° 31'00"W 464.28 feet; Thence N 51° 29'00"E 60.12 feet; Thence N 21' 55' 30"W 349.92 feet; Thence S 68° 06`40"W 100.00 feet; Thence N 21° 53120"W 631.56 feet to the point of beginning, containing 21.18 acres, more or less, subject toeasements' of:'record and ;not of record, as shown by Lease Area A on the exhibit attached to the Third Amendment to Lease Agreement; File Number: 2010-00015384 Seq: 36 (Page 37 of 76) e •- • .EXHIBIT B-1 c/(1//P7. !%'srf;drrnR. LEASE AGREEMENT . , • This LEASE AGREEMENT is made and entered into this day of,Q 4•.• , 1974. by and between the CITY OF DUBUQUE, IOWA, a municipa.ecorporation, through its BOARD or DOCK COMMISSIONERS, hereinafter called "Lessor", and DUBUQUE YACHT BASIN, INC„ an Iowa , corpora ion, hereinafter called "Lessee", providing for Lessee to lease, enter upon and use the following described real estate situated in the City of Dubuqud, Dubuque County,- Iowa, sometimes hereinafter referred to as the • "demised premises"; " 'WETNESSETH: 1, • DESCRIPTION OF PREMISES: •••• ` ' • (a) The unproved boat harbor known as i'Sebniit Harbor" including the slope immediately adjacent thereto extending frpn the top of the slope at all points surrcuadingthe harbor to the water's edge; • • (b) A tract of Sand 100 feet in,width (including , the Rev. Aloysius Schmitt Memorial) as outlined in blue nn the Plat attached hereto marked Exhibit "A" • and by this reference .rna.de a. part hereof. Z. OPTION TO LEASE: Lessor grants Lessee an exclusive option, for the initial term or during any renewal terns of this Lease, to lease a tract of land consisting of approximately 3.47 acres (plus or minus) which is out.- lined ut=lined in red on Exhibit A. Lessee shall pay to Lessor the sum of One Hundred ($100. 00) Dollars per acre (or fraction thereof) per year as con- sideration sideration for said exclusive option. In the event Lessee elects to exercise • said exclusive option it shall go so by notice in writing to Lessor, In the • *vent Lessee so elects to exercise such option, the rental therefor shall be Threw Hitedred and Fifty ($350.00) DoUars per acre, or fraction thereof, per year. Said annual rental shall be increased, at the option of Lessor, by two per cent (2%) commencing with the sixth year: after the 'eitercise of the : wtelusive option. 3. . RIGHT OP FIRST REFUSAL: Lessor has under its control a :•i tract of land, consisting of approximately 14.66 acres (more or less), '.. located generally south of 16th Street and to the northwest and northeast of :' ' • Schmitt Harbor. Lessor agrees that it will not lease or otherwise dispose`ot+all .• °i or any portion of such tract of land to any person, firm or corporation whonso- ""1 ever until: (1) Lessor is able to deliver, and has delivered, to Lessee the ":1 tract of land described iu paragraph 1(b) above; and (2) all of said 14.66 acres (more or less) is ready and available for lease by Lessor. Upon the occurrence of both of such events, Lessor grants to Lessee a right of B.est, refusal to lease such tract o: land consisting of 14.66 acres (more or less), or - so much thereof as -nay be selected by Lessee which lies contiguous to any• other property°loased by, Lessee front Lessor, The rental. therefor shad either be negotiated between Lessor and Lessee or be equal to the ,highest • bona fide and "arras -length" offer for the leasing thereof £rgrrt':atiy'third • person. There will be no fixed rental pee acre except the sas?L af'$3.30. ci0 • ..f File Number: 2010-00015384 Seg: 37 (Page 38 of 76) •I t- • .„. Li E. [ 1.1 \ ' :2- • '.• •• . • • . per acre shall be a minimum. rental. The minineurn price •of $350:00 per .t., • acFe shall be subject to a 2% increase per year (not .compounded) cornmenc- '• ing five (5) years after the occurrence of both of the events referred to in • • .• • . - • (I) and (2) of this paragraph. • 4.. CONDITION OF LEASE AND RENTAL,: It ie understood that „. Lessor, dueto construction and access considerations in the area of • • . Schmitt Harbor, is unable on the date of the execution hereof to lease to Lessee all of Schmitt Harbor as described in paragraph. 1 (a) and any of the • • , • property described in paragraph 1 (b): Until Lessor is able to deliver sole • possession of all of eaid property to Lessee, the rental to be paid by Lessee , for Schmitt Harbor shall be fifty cents ($. 50)per lineal foot of said harbor • • ' .1 measured at the'top of the slope surrounding said harbor commencing at the southeast end thereof, and extending around said harbor to a point 300, feet , from. the northeast end thereof. , When Lessor is able to deliver sole possession of the praperty de- 'scribed in paragraph I (a) and (b), whether Lessee desires to exercise the • ••, right of first refusal to least the property described in paragraph 3 or not, .• = the annual rental to be paid by Lessee shall be as follows: . . • '. (a) One o11ar (.$1.00) per lineal foot of all of Schmitt Harbor at the top of the slope. surrounding said harbor; .• (b) Three Hundred Fifty Dollars ($350, 9-o) per acre (or ' fraction thereof) for the property described in paragraph 1 (b). Said annual rental shall increase, at the option of Lessor, by two • per cent (2%) commencing with,the sixth year after ,sole posses- • sion. thereof has been delivered to Lessee. , • • 5, TERM: The terrn of this Lease and of the property described • herein,' except that property, for which Lessee has an optionor right of first • •.: • .. • • • I • refusal, (hereinafter referred to as the "other property") shall be for a period. of five, (5) years commencing on the date when. the Lessor delivers • to Lessee the sole possession and use of the property described in paragraph ; „••1 • 1. (b) hereof, subject to the automatic, without notice of any kind by Lessee, •••. ,\••?. renewal of this Lease for nine (3) consecutive five (5) year periods thereafter. •••• Lessor and Lessee shall agree upon the date when the property described paragraph I (b} hereofhas been delivered to Lessee and sand date shall be • added as an addendum to this Lease and made a part hereof. The term of this Lease for the other property, if so leased as is provided herein, shalt • be the same, including the renewal terms, as the initial:terra of this Lease which shall, commence as is hereinabove provided. • , • * • 6. PAYMENT. OF-11.11NT.A:L5 The-parhent of the rental as is herein ' I. • provided shall h in quarterly instaUrnents -k-ieg the original term or any • , ' • "..:• i renewal term of th s e-'••••-•• ,... • calendar days after receipt of a • t .1 billing therefor from Lessor, 1. 7. USE 03' DEMISED PREMISES; (a) . • Lessee shall use the demised premises or the operation • 4 • • • rile Number: 2010-00015384 Seq: 38 (Page 39 of 76) - -3- - of a. pleasure boat marina and for any or all other purposes and uses per- '{ irtitted by law including, but not limited to, the right to construct and main ' s• twin pleasure boat docking and storage facilities,' sates, service and manufacture at pleasure craft or vehicles of all kind, pleasure craft fading facilities, sale and display of pleasure craft and motors, and to erect facilities for the sale and dispensing of food and beverages, (b) In the event Lessee shall construct any dockor docks along the waterfront of the demised, premises together with any necessary piling for mooring pleasure 'craft, the same -shall -be constructed in accord- ance with plans and- specifications approved by Lessor and,. if regtrired, by the U. S. C6rps •of Engineers, Rock Island District, $, WIdARFAGE: • In the event Lessee shalt use arty portion of the demised premises feet the receipt or shipping of commercial products, in addition to the rental reserved herein Lessee agrees to pay Lessor. such, . wharfage fees as maybe, legaliy4.stablishod from time- to time by Dock Board Ordinance in accordance with the provisions of 5384.7 of the Code of Iowa, or as such wharfage fees may be established pursuant to- any appiieable provision of Chapter 1088, Lawn of the 64th General Assernbly (2.nd session). during the term of this Lease or any renewal thereof; provided, nevertite- • less, that Lessee- shall not be obligated hereunder to pay Lessor any wharf- - • age fees that would be more onerous as to rate of computation -or manner, • of pay£ient than that applicable to any other person or firm to whom such Dock Board Ordinance for the establishment of wharfage fees would apply, nor shall Lessee be required to pay any wharfage fees for materials, sup- plies, or equiptent which are used an the demised premises or sold and delivered to bona fide customers of Lessee. The wharfage fees presently enforced and equally' applicable to all other persons and concerns using facilities under the jurisdiction of the Department of Public Docks are hereby represented by Lessor to be as follows; • (a)• - Two and one-half cents (2 1/24) per tort of 2, 000 pounds on all bulk fluids received upon the demised premises by water transportation, rail or :rotor transportation; or any other method of transportation; (b) Five cents (54) per tan of 2,000 pounds on all bulk solids received upon the demised premises by water, rail or motor transportation; or any other method of transportation; (c) Fifteen cents (154) per ton of 2,000 pounds on all packaged goods received upon the demised premises by water, rail or motor transportation (packaged goods as used herein a - shall not include bulk lumber which shall be considered Intik - solids even though packaged in bundles, ox any other_ method of transportation. It is further•agreed that a minimum of Twc Dollars ($2. 00) per loot shall be paid annually in advance for wharfage fees, provided hereinabove. On or before the 10th day of the month following each twelve month period during the term of this Lease or any renewal thereof, Lessee shall. submit to Lessor a statement showing the quantities of fluids, bulk solids and package goods of every character (except those for which -no whasla'g - • •• - - - 4•••,,. • • • :•# •l File Number: 2010-00015384 Seq: 39 (Page 40 of 76) -4- • n • feCis charged) received on the demised premises during .11ie preceding year together with Lessee's remittance of the wharfage fees provided for herein. . • 9. TAXES: Lessor agrees to pay all general taxes that may be • levied against the demised premises; Lessee, however, agrees to pay all special assessments that may be levied or assessed against the demised premises and agrees to pay all taxes levied or assessed again et the improve- inents placed thereon by Lessee. 10. MAINTENANCE AND -REPAIR BY LESSEE: All ineprevementa made by Lessee to the demised premises and all structures,situated thereon shall be erected, built and maintained in strict conformity with all applicable Federal, State or Municipal Statutes, ordinances and regulations. Leasee agree s to. keep the demised premises and the building and structures thereon .• in a neat and orderly conditionat all times and in condition and repair and - to conform with all Federal, State and Municipal regulations in regararto the „ . use of the 'demised premises, and the operation of the business conducted...7 thereon, and further agrees not ,to dump any trash or sweepings, or. bther . :waste xriaterial, in the channel along the demised premises,. or on the banks - thereof, in asach a manner that the; same may readily be washed into the • ; channel. • : 11. MAINTENANCE AND REPAIR BY LESSOR: Lessor 'shall retaia • • 1, strip of aand forty-feur (44) feet in width along the top of tb.e slope of the , • ** • 'demised premises for the purpose of maintenance inspection and repair of ' • . "riprap and land fronting on the water adjacent thereto. Lessor also reserves the right and easement to enter upon the demised premises for the purpose . of maintenance, inspection and repair of the riprap and land fronting on the water not included within the said forty-four (44) foot strip of land, and it . shall be Lessor's obligation to tnaintairi said riprap and. land in good repair. - ' The rights reserved by Leiser herein. shall. not prevent Lessee from using such forty-four (44) Loot strip for any purposes not inconsistent with such - rights reserved by Lessor. At ILtime during the term of this Lease -and any renewal thereof Lessor shall. maintain Schmitt Harbor at a useable , depth for such purposes as are permitted by this Lease. • i2. REMOVAL OF IMPROVEMENTS: ' Upon the termination of this ' • Lease or any renewal terra, for any cause whatsoever, Lessee shall have the .• privilege, during the period of six (6) months after the termination of this Leae e, for any cause whatsoever, to remove any and all improvements made • by Lessee upon the demised prernia es, provided the same are free of land- lord's liens, or other lien rights in Lessor. It is agreed that all such im- provements are to remain, at all times, persona' property without xogard • r.e• to the way or manner that they may be affixed to the real estate. In the • •. event of such removal; the demised premises shall be restored to substan- ' tially the same condition as they were at the commencement of the initial Si term of the within Lease. Failure to remove any of such. improvements, -or other property of Lesser within such six (6) months period shall constitute .• .1;4 an abandonment thereof unless the parties hereto otherwise agree in writing: • Such abandonment shall not relieve Lessee from reimbursing Lessor for • actual expense of removing such abandoned property. Lessee shall have . - free access at all times during the aforesaid six (6) month period to remove • • from. the dernieed premises its improvements. In the event of any holdover after the termination of this Lease by Lessee to remove its improvements, • ' .. • „it ..... . • •.,tt -• ("1 ; : - File Number: 2010-00015384 Seq: 40 "r^.7. . �..^ :baS 68£9T000-OTOZ tO c y� n lid• b 1 P A r O l - O P. M a M *IiV a b i `4 w c m ▪ y• •b �. q y. ro P t• . o n.0 a t[F N 0 48EST000-OTO 0- GG 011- n W-. Hy } ° u l�� a W a d `5 G 60R 0: i, F. N n" n° m .90%00_ m " • m0gnv,,omld'w ®non •o °.� O W ro m C" n 4. R L4tiMa O t.. ai n ro "'Tr " wnpp. aHpmw'' q" ' y"i r Kg ��{{ m ,ao,' F g.0:01:0,!-• , p,,,,„0 at'^ m n o dab'W a, ,,K A0 He'd P.Ra kHm n N. o nn nam AaMgg ma� ^.:;;1 •p.,(2,,,< Ra,",,, vi. o `,... o. p, „„:14. a H• °0.1:E....,_ Y o w=w o �S';� N •^t•. y, w a aro H E u n B o.T a'0 „n a a.p jA ;r! -n a v a• aro 2 N � " w u m w a a s w° ma^ p !° A a m a p, n H H n Z a Eat: Ngo gpa 4g:ga- :nw w"Y,` a go . -m n Qm: pH. A N 0 " n 0.z0 •Q n n' O v".“ -'0" "'a '3 . .w.H 11 zP.ligr. R. 0 0Mp a a4,1F., n .w " g mc : . R. 0.5OHroprwo'a,g..�•i t.g.roa pa 3 co 1 „E.: a tert roa m pv6"tlp bMM RaGny aDHO.orn H - P a Si x 5 H 3 '; n PW H ry m • ro• • •5:8 0 . •.Q' znYk... •z '"3 ^< C m• *I hJ gwffbaO. .q 0 KU]w�htaa O ''J •4a•`xxa ' x z_m a�to a - m�7gmt"I1 A • wm w wm L1 p 6 N ^ G W n W N S H G y 2.g."75": fB n p w a 5 w a ?+•n�Nwp-tiP a d o - ' . m ... 0 M �,w w .. X00 aqv pW+p n p Q'i ° It0 a. w. n A EL o .. :Iv. a i 5" 9 mw •i 1 8 ''Ha m a. a, 5. mo;asat- gn. n .7O •,4, 0 c' •• mn a• ?. ^1 .aaoH "".d 5p; 1,1a 7RgE •:fin t, ,a n n 0tP .E;'^ a Q rg•w LI N a F N P, 0."..R.E. !' n h a n a . M R/ 'C„. Ou'ao" a 0a°Fd 1 •• N O �,�.00 e•' - r a P Q7 H QOd 1iJ ry Gp y v^ nen_ n 0 t'iN '�'9 oc-C.-',�' • H m {' to MOa w m Ja'M-1j a a� 'm a F a o d 5 M E. I::: m�?•,howwyi'o a, ais p a. a. ^ .0m�'S'�t^a may,cCi C 0 ro (Page 45 of 76) 4. SHE,ET 1 OF 2 • . • ION LINE POLES trepittot$) t • • . ti • .7 • • LEASE NO.4. zo.7g ACRES ••• 2.39 ' .16.13 .r - 3.47 .71711 ACFMS • • • EA ENS 44.411$41.1S 144.11111 1 HEMOCCIAI., t less. LEASF. P.O.• • sa.,•”• 1744•44i • T2.274' €31SSELL HARBOR * J SOWE • PLAT OF REYERAND SCHMITT HARBOR, (LEASE • ▪ .. t 1 147.7.4., ..1.40.... • VI t:.i: pr...,.. ”....., ... . , 11l1,:. 1. Trt,o .T ."1.r 147 .truct pit-ett• : . . thot I* 11111 44 4,4.7 1,:or,,a Lu .s,........ • . tutv, a Is... . . . •., ifi, a.- .f.i....„2„, 2.,,,,...--; 'C. Al ° •,, .' .... . '4 • .:4, r4 gaol . ........4............ '..... ' ks.‘...„,:.:....-.: - ...'y ' . -4 ,- PEOSTA CHANNEL- 2 jogNi...A,/tirrE, L.S. It.i..."A. /44.e..._ .-e.• •-•'''' .4. ".- — - 4... • -. ti ...••',. ,- . .-.' i 3 4,...,4' ..• . , Tr. C I 4, .7I t. • SCALE r. File Number: 2010-00015384 Seq: 45 (Page 46 of 76) [1 1 Sheet 2 of 2 Plat of Reverend Aloysius Schmitt Harbor (Lease No. 4) in CJnpiatted Slough and Mineral Lot 297 all in the City of Dubuque, Iowa. ' Dubuque, Iowa October , 1973 1 hereby certify the Plat shown on Sheet 1 of 2 hereof la a true and correct plat of the Reverend Aloysius Schmitt Harbor (Lease No.4) In Unplatted Slough and Mineral Lot 29.7; all 1n he City of Dubuque, Iowa. rjohti L. Wiilte-,P.E = c , f LIU- wised lias%ssloal Cisi? Estgfn j/ and Land Su y..O'it • r.:.a17 ntA • . i 5 ;"t : t.. ale $.«atc ;.. :F. trial C L .�' 'tf.:p•l LyttN sly. 4F. W tho Into {4 it.»..t. Slgz;mi . 17012lI IS` 1Fy L'�.aR1.r:• File Ntuber: 2010-00015384 $aq: 46 (Page 47 of 76) FIRST AMENDMENT TO LEASEACREEM[T DATED FEBRUARY 5. 1974 This First Amendment to Lea a Agreement dated February 5, 1974, is made and executed this vvk day of /' ,e,'+y , A.D. 2000, between DUBUQUE YACHT BASIN, INC., a corporation organized and existing under the laws of the State of Iowa, with its principal place of business in Dubuque, Iowa, hereinafter referred to as "YACHT BASIN", and the CITY OF DUBUQUE, IOWA, a municipal corporation organized and existing under the laws of the State of Iowa, through its duly authorized City Council, hereinafter referred to as "CITY"; WITN ESSETH: WHEREAS, YACHT BASIN and CITY have heretofore entered, into one certain Lease Agreement dated February 5, 1974, whereby CITY leased to YACHT BASIN certain real estate described in the aforesaid Lease Agreement dated February 5, 1974; and WHEREAS, CITY and YACHT BASIN wish to clarify the Leased limits of the Lease Agreement as shown by Lease Area S on the exhibit attached to the First Amendment to Lease Agreement; NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the aforesaid Lease Agreement between YACHT BASIN and CITY dated February 5, 1974 is hereby amended to describe the "demised premises" as follows: A part of an unplatted slough and parts.. of Mineral Lots 298 and 299 all in Section 19, TS9N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast comer of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence $ 88°37'20"W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00"W 1798.85 feet to a point; Thence 5 21 °53'20"E 87.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A; Thence. S 21°53'20"E 603.22 feet, said point being the point of beginning;. Thence 5 21°53'20"E 28.34 feet; File Monter: 2010-00015384 Seq: 47 (Page 48 of 76) Thence N 88°06'40"E 100.00 feet; Thence S 21°55'30"E 349.92 feat; Thence S 51°29'00"W 60.12 feet; Thence S 38°31'00"E 484.28 feet; Thence S 35°44'05"W 326.95 feet; Thence S 53°58'00"E 344.49 feet; Thence N 36'22'20"E 814.10 feet; Thence N 13'25'00"W 360.10 feet; Thence N 32°52`55"E 107.98 feet; Thence N 38°24'35"W 684..06 feet; Thence S 52°55'15"W 287.74 feet; Thence N 37°04'45"W 44.00 feet; Thence S 53°06'00"W 100.00 feet; Thence S 36°52'55"E 44.00 feet; Thence 5 52°58`00"W 359.45 feet to the point of beginning, containing 20.78 acres, more or less, subject to easements of record and not of record, as shown by Lease Area B -as shown on the exhibit attached to the First Amendment to Lease Agreement. CITY will perform a one-time dredging of the portion of Lease Area B east of the dotted line indicating the existing location of the electrical transmission lines running across said Lease Area and within the demised limits of Lease B, said dredging to occur upon a timetable to be agreed upon between YACHT BASIN and CITY, but in any event no later than November 30, 2000. CITY, pursuant to Paragraph 11 of the February 5, 1974 Lease shall at all tunes during the term of the Lease and any renewal thereof maintain Schmitt Harbor at a usable depth for such purposes as are permitted by the Lease, but said maintenance responsibilities shall not include any area east of the dotted line indicating the existing location of the electrical transmission lines running across said Lease Area, all as shown on the attached YACHT BASIN Lease Exhibit B. File Number: 2010-00015384 Seq: 48 0 (Page 49 of 76) CITY will maintain the spit located immediately north of Lease Area B and south of the Schmitt Harbor Boat Ramp and also agrees not to remove it during the term of the Yacht Basin lease. IN WITNESS WHEREOF, the parties hereto have caused the due execution of this First Amendment to Lease, in duplicate, as of the day and year first above written. CITY OF DUBUQUE, IOWA DUBUQUE YACHT BASIN, INC. 17 f.F?' onald P. '' anley;. File Number: 2010-00015384 Seq: 49 (2age 50 of 76) File Number: 2010-00015384 Seq: 50 (Page 51 of 76) SECOND AMENDMENT TC1 LEASE AGREEMENT BETWEEN DUBUQUE YACHT BASIN INC. AND THE plTY OF DUBUQUE This Seco d Amendment to Lease Agreement is made and executed this e5liake day of , 200i;. A.D., between. DUBUQUE YACHT BASIN, INC., a cor ation org ized and existing under the laws of the State of Iowa, with its principal place of business in Dubuque, Iowa ,.(YACHT BASIN) and the CITY OF DUBUQUE, IOWA, a municipal corporation organized and existing under the laws of the State of Iowa, through its duly authorized City Council (CITY). WHEREAS, - YACHT BASIN and CITY have heretofore entered into a one Lease Agreement dated February 5,1974, as amended by a First Amendment dated May 4, 2000, referred to collectively as the Lease Agreement for the leased premises as follows: A part of an unpiatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5" R.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast. corner of Section 19, T89N, R3E, 5th R.M., Dubuque County, Iowa; Thence S 88° 37"20"W 654.95 feet along the northerly llne of said Section 19 this is an assumed bearing for thisdescription only); Thence S 68°05'00"W 1798.85 feet to a point; Thence S 21° :53'20"E 67.53feet to an existing iron pipe at the northeasterly comer of Lease Area A, said point being the point of beginning; Thence S 68° 05'00"W 578.00 feet along a line parallel to le Street extended; Thence S 21° Thence S 53° Thence N 35° Thence N 38° Thence N 51° Thence N 21° Thence S 68° 53100wE 697.00 feet; 58100"E 1087.30 feet; 44'05"E 326.95 feet; 31'00"W 464.28 feet; 29'00"E 60:12 feet; 55' 30"W 349.92 feet; 06'40"W 100.00 feet; 1 File Number: 2010-00015384 Seq: 51 (Page 52 of 76) Thence N 21° 53'20"W 631.56 feet to the point of beginning, containing 21.1.8 acres, more or less, subject to easements of record and not of record, as shown by Lease Area B on the exhibit attached to the First Amendment to Lease Agreement; and • WHEREAS, CITY and YACHT BASIN now desire to further amend the Lease Agreement by extending the termination date of March 31, 2024, to March 31, 2031. NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lease Agreement is hereby amended as follows: 1. Article 5 of the Lease Agreement is deleted and, the following substituted in lieu thereof: The term of the lease is hereby extended from March 31, 2020, to N1arch 3'1, 2031. For the period through March 31, 2020, the annual rates shall be -as provided for in the February 5, 1974 Lease Agreement. For the period commencing April 1, 2020, and ending on March 31, 2031, the annual rent for the leased premises shall be the fair market rental as agreed by the parties. If the parties cannot agree to the fair market rental rate at least ninety (90) days prior to March 31, 2020, they shall join* appoint an MAI real estate appraiser to determine the market rate. If the parties cannot agree on an appreiser, each shall appoint its own MAI appraiser and the two appointed by the parties shall select a third. The average of the fair market rent determined by the three appraisers shall be the annual rent for the period commencing April 1, 2020 and ending on March 31, 2031. The appraisal reports (including definitions used) shall be completed in accordance with the current "Uniform Standards of Professional Appraisal Practices as promulgated by the Appraisal Standards Board of the Appraisal Foundation. The annual rent shall be paid in four (4) equal installments by not later than the first day of April, August, and December. File Number: 2010-00015384 Sag: 52 (Page 53 of 76) All other terms and conditions of the Lease Agreement shall remain in full force and effect. Attest by: eanne F. Schneider, City Clerk • State of Iowa ) ) ss: County of Dubuque ) On this 441 day of � , 2002, before me, a Notary Public in and for saki state. personally appeared Donald P. Shanley, President of the Dubuque Yacht Basin, to me known to be the person named in and who executed the foregoing. instrument, and acknowledged that he executed the same as his voluntary a deed. /CITY OF DUBUDUE% DUBUQUE YACHT BASIN onald P. h President Gley N., f ty Pub6o in the Sta My Commission expires File Number: 2010-00015384 Seg: 53 (Pogo 54 of 76) • EXHIBIT 2. Legal description for February 5, 1974 lease, as amended: A part of an unplatted slough and parts of .Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5P.M. In the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of refeience at the northeast corner of Section 19, 789N, R3E, 5T P.M., Dubuque County, lowa; Thence $ 88° 37'20"W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05100"W 1798.85 feet to a point!. Thence S 21° 53'20"E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning;. Thence S 68° 0500W 678,00 feet along a line parallel to 16th Street extended; Thence S 21° 5300"E 697,00 feet; Thence S 53° 58'00"E 1087.30 feet; Thence N 35° 44'05"E 326.95 feet: Thence N 38° 31100"W 464.28 feat;. Thence N 51° 29'00"E 60,12 feet; Thence N 21° 55' 30"W 349.92 feet; Thence 5 68° 06'40"W 100.00 feet; Thence N 21° 5320"W 631.56 feet to the point of beginning, containing 21,18 acres, more or less, swbject to easements of record and not of record„ as shown by Lease Area 8 on the exhibit attached to the First Amendment to Lease Agreement; File 141,mher: 2010-00015384 Sq: 54 (Page 55 of 76) •EXHIBIT C-1 LEASE AGREEMENT This LEASE made and executed between the -City of Dubuque, Iowa, a municipal corporation (Lessor),, and Dubuque Yacht Basin, Inc.an Iowa corporation, with its principal place of business in Dubuque, Iowa (Lessee). WHEREAS, Lessor is owner of a tract of land consisting of approxi- mately 66,000 square feet (more or less), 'The Leased Property, located on Chaplain Schmitt Memorial Island in the City of Dubuque, Iowa, andfurther described on the attached. Exhibit A, dated July 15, 1987, incorporated herein by reference; and WHEREAS, Lessor and Lessee are desirous of entering into an agree- ment. whereas Lessor leases to Lessee the Leased Property upon the terms and conditions.hereinafter set forth: NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS OF LESSOR AND LESSEE, EACH TO THE OTHER, IT IS AGREED AS FOLLOWS: ARTICLE I. TERM OF LEASE The Lessor hereby Teases to Lessee the Leased Property for a term beginning Nwarber 15, 1987 and ending February 5, 2024. ARTICLE II. RENTAL a. Annual Rental:and Cumulative Cost of Living Adjustment. The Annual Rental, as provided herein, shall be paid in quarterly installments during each year of this lease. During the first rental year, the. Lessee agrees to pay .to Lessor the sum of $6,600.00. During the second rental year and. each rental year thereafter during the term of this lease, Lessee agrees to pay to Lessor as the Basic Rental during each rental year an amount equal to the product obtained by multiplying $6,600.00 by a fraction, the numerator of which is the "Consumer Price Index - Seasonally Adjusted U.S. City Average for All Items far All Urban Consumers (1967 100)" published monthly by the Bureau of Labor Statistics of -the United States Department of Labor ("CPI -U"), for the first calendar month of each rental year, and .the denominator of which is the CPI -U for the first calendar month of the first rental year. In no. instance shall annual'rental be less than $6,600.00. Likewise, in no case will annual rental in -each of the respective years of the agreement exceed the following amounts: File Number: 2010-00015384 Seq: 55 (Page 56 of 76) Year 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 $ 6,600.00 6,930.00 7,276.50 - 7,640.33 8,022.34 - 8,423.46 8,844.63 - 9,286.86 - 9,651.21 10,238.77- - 10,750.70 11,288.24 11,852,65 12,445.28 13,067.55 - 13,720.93 14,406.97 -- 15,127.32 • 15,883.69 Year 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 -2020 2021 2022 2023 2024 $15,677.87 17,511.76 - 18,387.35 19,306.72 - 20,272.06 21,285.66 22,349.94 - 23,467.44 - 24,640.81 25,872.85 - 27,166.49 • 28,524.81 - 29,951.05 - 31,448.60 - 33,,02672.081.03 - 34 - 36,405.68 - 38,225.97 - 40,137.27 If the CPI -U is discontinued, the "Consumer Price Index - Seasonally Adjusted U.S. City Average For All items For Urban Wage Earners and Clerical Workers (1967 = 100)" published by the Bureau of Labor Statistics of the United States Department of Labor ("CPI, -W"), shall be used for making the computation referred to above. Lf the CPI -W is discontinued, comparable statistics on purchasing power of the consumer dollar published by the Bureau of Labor Statistics of the United States Department of Labor shall be used for making the computation. if the Bureau of -Labor Statistics shall no longer maintain statistics on the purchasing power of the consumer dollar, comparable statistics published by a ,responsible financial periodical or recognized authority selected by the LessOr shall be used in making the computation referred to above. If the base year "1967 = 100° or any other base year used in computing CPI -U is changed, the figure used in making -the adjustment 'referred to above shall be -changed accordingly, so that all increases'in the CPI -U are taken into account not withstanding any change in the base year. Lessee shall pay to Lessor" the Basic Rental, as herein provided and shall pay Cost of Living Adjustment no later than 30 days following publication of the CPI -U for October of each year of this Lease Agreement. b. Wharfage. In addition to the Annual Rental and Cumulative Cost of Living Adjustment, Lessee shall continue to be subject annually to wharfage charges as delineated in previous dated Lease Agreements between Lessor and Lessee. Wharfage fees shall not be duplicated but shall be subject to payment either under previous Lease.Agreements or under this.Lease Agreement. -2- File Number: 2010-00015384 Seq: 56 (Page 57 of 76) ARTICLE III. ALTERATIONS AND IMPROVEMENTS Lessee hall have the iht end priviledge to erect upon tne Leased Property all neCessary iMprovemehts for the operation of �See'n business as the same may be conducted from time to time°'but all such structures and their improvements shall be erected, built and maintained in -conformity with all applicable federal, state and muncipal, statutes, reguletiuns and ordinances. ARTICLE IV. ASSIGNMENT AND SUBLETTING During the term of this Lease, or any extension thereof, the Lessee shall have the right to sublet or.assign any,of its rights, in and to the demised premises, to any person or concern with the prior written approval of Lessor to:the end that Lessor's interests shall be fully protected and which approval of Lessor shall not be unreasonably withheld. ARTICLE V. MAINTENANCE OF SUBLEASEDPROPEQJY, ' Lessee agrees to keep the Leased Property and any buildings structures now hereinafter constructed thereon, in a neat and orderly condition at all timesand to keep the same in good condition and repair and to conform with all federal, state and municipal statutes, ordinances or regulations in.regmrd to the use or occupancy of the Leased Property. / ARTICLE VI~ TAXES AND LICENSES Lessee agrees topa'all taxes, lioehrspecialassess- ments or other governmental. charges, levied or assessed against the Leased ARTICLE VII, REMOVAL OF IMPROVEMENTS Upon termination of this lease, for any cause whatsoever, Lessee shall have the privilege during the first six months after said termination, to remove any and all improvements made by the Lessee. upon the Leased Property provided the same are free of landlord's lien's or other lien rights in favor of Lessor. It is the expressed understanding end agreement of Lessor and Lessee that all such improvements are to remain personal property without regard to the manner in which they may be affixed to the real estate. In the event of such removal the Leased Property shall be restored to essentially thesame condition as existed prior to the construction of such improvements. Failure to remove any of suchimprovements during said six (6) months shall constitute an abandonment.thereof unless the parties hereto otherwise agree in writing. In the event Of any such abandonment, Lessor reserves the right to remove or cause to- remove said improvements at Lessee's expenuc and Lessee agrees to pay the same. -3- File Number: 2010-00015384 Seq: 57 (Page 58 of 76) ARTICLE VIII. INSURANCE Lessee shall furnish Lessor with a copy of an insurance policy written by a company authorized to do business in the State of Iowa insuring Lessee and Lessor, as additional insured, and reflecting the following coverage, with waivers ofsubrogation: rights, and providing that there shall be no cancellation or change in the policy unless Lessor shall have been given ten (10) days written notice by certified mail of such cancellation or change thereof and Lessor has consented to such cancellation or changes - thereof; (a) Worker's Compensation Insurance; (b) Automobile Liability Insurance with $1;000,000 bodily injury limits and $1,000,000 property damage limits; and (c) Comprehensive General Liability Insurance with. $1,000,000 bodily injury limits and $1,000,000 property damage limits for, each occurrence. ARTICLE IX. PAYMENT OF RENT AND OTHER LEASE PAYMENTS All rents and other lease payments due and payable hereunder shall be delivered to Lessor at its office in Dubuque, Iowa on or before the due date specified herein. ARTICLE X. DEFAULT If Lessee -shall default on a payment of rental or other lease payment, or shall. default in the performance of any of the. other covenants herein contained and such_ defaults shall continue for a period of thirty (30) days after written notice thereof, specifing the default complained ..of, mailed to Lessee by United States certified mail, return receipt requested, then it shall be lawful for Lessor, of its election, to declare the term of this Lease ended and to re-enter upon the Leased Property, with .or without process of law, and to expel and remove Lessee, or any person or persons - upon the same, using such force as may, be necessary under the circumstances; and if at any time, by reason of such default of tile Lessee and the con- tinuance thereof for a period of thirty (30) days after written notice has been given, said term shall be so ended, Lessee hereby convenants and agrees to surrender and deliver up the Leased. Property peaceably to the Lessor. ARTICLE XI. CANCELLATION Lessee shall make improvements of a value of not less than $200,000 on the leased property or adjoining 3..47 acres of leased property within three years from date of execution of this -Lease Agreement yr this Lease Agreement shall be automatically cancelled without any recourse of Lessee. ARTICLE XII. INDEMNITY Lessee agrees to save, defend, indemnify and hold harmless the Lessor from all damages or claims whatsoever, actions or causes of actions in 'law or equity, or damages or claims for damages to persons, or properties -4- File Number: 2010-00015384 Seq: 58 (Page 59 of 76) by reason of the Lessee's use or mfsuse.nf the demised premises. Lessor agrees give notice to Lessee of any and all such claims and actions, and to permit .Lessee or its insurance carrier to investigate and defend the same, ARTICLE XIII. EFFECTIVE.DATE OF THIS LEASE The effective date of this lease shall boNOvemberl5, 1987 IN WITNESS WHEREOF, the parties have set their hands this 23rd • day of Nnverg?er , 1987. LESSOR • CITY OF DUBUQUE, IOWA By ATTEST: LESSEE DUBUQUE YACHT BASIN ^ ,04.4,44~ File Number: 2010-00015394 Seq: 59 (Page 60 of 76) State of Iowa County of Dubuque ) ) ss: On this I6th day of November , A.D. 19 g7 before me, a Notary Public in and for the State of Iowa, personally appeared James E. Brady Mary A. Davis , Mayor of the City of .Dubuque. lowa, and City Clerk of the City of Dubuque, Iowa, to me known to be the identical persons named in and who executed the foregoing instru— ment, and acknowledged that they executed the same as their voluntary act and deed. State of IOWA County.of Dubuque Notary Public in and for the State of Iowa My commission expires: 8-24-89 SS: On this 23 day of November , A.D. 19.EL, before me a Notary Public in and for the State of Iowa personally appeared. of, .the j)rrhwirra Yl ,hi; Bash' to Donald P. Snanlev and me known to be the identical persons named in.and who executed the. foregoing instrument, and. acknowledged that they execute'd.th.e same as their voluntary act and deed. 4;1.41 Notary Public in -and for -the State of Iowa My commission expires:. 8-24-89 File Neer: 2010-00015384 Seq: 60 :Has DUSi000-0oZ :aaqmRU aTTA ,s‘ t7 V 00 oot 31VDS "INNVHD VISO3d lat.+ ST. EXTENSION t Jur 0 0 0 o- n CD CT) 0 • 0 7 • • • ..• . •' • (Page 62 of 76) AMENDMENT TO LEASE AGREEMENT BETWEEN CITY OF DUBUQUE, IOWA AND DUBUQUE YACHT BASIN, INC, 'OF DUBUQUE, IOWA This AMENDMENT is to amend the lease agreement dated November 23, 1987 between the City of Dubuque, Iowa, a municipal corporation (Lessor) .and Dubuque Yacht Basin, Inc., an Iowa Corporation with its principal place of business in Dubuque, Iowa (Lessee). Whereas Lessor and Lessee entered into an agreement for the lease of approxi— mately 66,000 square feet (more or less) of land on Chaplain Schmitt Memorial Island' as shown on the attached Exhibit "A" dated duly, 15, 1987 and incorpor— ated as part of the lease agreement. Whereas lessee is now desirous of leas— ing additional land contiguous to land leased under the referenced lease agreement. This additional land would represent 1280 square feet or a total of 67,280 square feet (1.544 acres) of land on Chaplain Schmitt' Memorial Island as shown on the. attached Exhibit dated December 4,, 1987 and to be considered as part of the amended lease agreement. Whereas Article II, Rental, of lease agreement would be nullified by substitu— ting the following Article II to be considered the new Article II of the lease agreement between the City of Dubuque, Iowa and Dubuque Yacht Basin, Inc. dated November 23, 1987. "Article II. RENTAL a. Annual Rental and Cumulative Cost of Living Adjustment. The Annual Rental. as provided herein shall be paid in quarterly installments during each year as of this lease. During the first rental year, the Lessee agrees to pay to Lessor the sum of $6,728.00. During the second rental year- and each rental year thereafter during the term of this lease. Lessee agreee. to pay -to Lessor as the Base Rental during each rental year an amount equal to the product obtained by multiplying $6,728.00 by a fraction, the numerator of which is the "Consumer Priee Index — Seasonally Adjusted U.S. City Average for A11 Items for All Urban Consumers (1967 = 100)" published monthly by the Bureau of Labor Statistics of the United States Department of Labor ("CPI—U"), for the first calendar month of each rental year, and the denominator of which is the GPI—U for the first calendar month of the first rental year. In no instance shall' annual rental be less than $6028.00. Likewise, in no case will annual rental in each of the respective years of the agreement exceed the follow— ing amounts: File Number: 2010-00015384 Seq: 62 (Page 63 of 76) • YEAR YEAR 1987 $6,728.00 2006 $17,001,32 1988 7,064.40 2007 17,851.39 1989 7,417.62 2008 1.8,743.96 1990 7,788.50 2009 19,681.15 1991 8.177.93 2010 20,665.21 1992 8,586.82 2011 21,698.47 1993 9,016.16 2012 22,783.40 1994 9,.466..97 2013 23;922.57 1995 9,,9.40.32 2014' 25,118.69 1996 10,437.34 2015, 26,374.63 1997 10,959,20 2016 27,693.36 1998 11,507.16 2017 29,078.03 1999 12,082.52 2018 30,531.93 2000 12,686.65 2019 32,058.53 2001 13,320.98 2020 33,661.45 2002 13,987.03 2021 35,344.53 2003 14,686.38 2022 37,111,75 2004 . 15,420.70 2023 38,967.34 2005' 16,191.73 2024 40,915.71 If the CPI—U is discontinued, the "Consumer Price Index — Season— ally Adjusted U.S. City Average For All Items For Urban Wage Earn— ers ,apd Clerical Workers (1967 = 100)" published by the Bureau of Labor Statistics of the United States department of Labor ("CPI—W"), shall be used for making the computation referred to above. If the CPI—W .is discontinued, comparable statistics on purchasing power of the consumer dollar published by the Bureau of Labor Statistics of the United States Department of Labor shall be used for making the computation. If the Bureau of Labor Statis— tics shall no longer maintain statistics on the purchasing power of the consumer dollar, comparable statistics published by a re— sponsible financial periodical or recognized authority selected by the Lessor shall be used in making the computation referred to above. If the base year "1967 = 100" or any other base year used in computing CPI—U is changed., the 'figure used in making the adjustment referred to above shall be changed accordingly, so that all increases in the CPI—U are taken into account not withstanding any change in the base year. Lessee shall pay to lessor the Basic Rental, as herein provided and shall pay Cost of Living Adjustment no later than 30 days following publication of the CPI—U for October of each year of this Lease Agreement. File Number: 2010-00015384 Seq: 63 (Page 64 of 76) In all other respects the lease agreement Dubuque Yacht Basin, Inc. dated November 23, IN WITNESS WHEREOF the parties hereto have agreement on the date of January 14. DUBUQUE YACHT BASIN, IND. Donald Shanleey,"President` (Lessee) f between the City of Dubuque and 1987 will remain in effect. caused a due execution of this , 1987:x. CITY. OF DUBUQUE, IOWA L.17 4ityor ssor y€' File Number: 2010-00015384 Seg: 64 (Page 65 of 76) State of Iowa County of Dubuque ) )) ssa on this 4th day of January Public in and for the State James E. Brady •, per A.D. 1,9 88, before me, a Notary of Iowa. personally appeared of the City of Dubuque, Iowa, and MAry A_ navie City Clerk of the City of Dubuque, Iowa, to me known to be the identical persons named in and who executed the foregoing instru- ment, and acknowledged that they executed the same as their voluntary act and deed. State of Iowa County of Dubuque Le,,,b. '2? 4,,,Av,e„ Notary Public in and for the State of Iowa My commission expires: 8--24-89 ) SC: ) do this 19thday of January Public in and for the State of A.D. Ism, before me a Notary Iowa personally appeared onaa.7i P 5hAr11ay and of the Dubuque Yacht Basin,Inc.to me known to be the identical persons named in and who executed the foregoing instrument, and acknowledged that they executed the same as their voluntary ate- and deed. LGrc � l�Zt¢:�se%az Notary Public in and for the State of My commission expires: 8-24-89 Iowa File Number: 2010-00015384 Seq: 65 (Page 66 of 76) Exhibit "Ja" 4 DEC; 1987 vl TRANSMISSION UNE POLES PL tS irevrreall t's 3. 2.2Z ACRE k L .4 SCHMITT HARBOR ° AMENDED ADD1TiON 1280 Sq. rt 4.-20°Wicla UTLITY 1,1=11, 7 414. 1.544Acre% 0 sq. ft sa..act r sew LEASE NO.1 Wm' 7$ 3.47 ACRES •-• 4.0o. *6' et.so.st LEASE NO. 2 sss,54 gaVar BISSELL HARBOR 4,,. PEOSTA CHANNEL INTERSECTION IS'n1 ST, I. CPA.. HICKORY 5T. City Of Dubuque, Iowa SCALE I's 200' File Number: 2010-00015384 Seq: 66 (Page 67 of 76) f • AMENDMENT TO LEASES This AMENDMENT TO LEASES is .made and executed this 7th day of November A,0., 1988, by and between DUBUQUE YACHT .BASIN,, INC, a Corpora— tion organized and existing under the virtue of the laws of .the State of Iowa, with its principal place of business in Dubuque, Iowa, hereinafter referred to as "Yacht Basin" and the CITY OF DUBUQUE, IOWA, a Municipal Corporation organized and existing under and by the virtue of the laws of the State of Iowa, hereinafter' referred. to as "Dubuque' WHEREAS; ',Yacht Basin and' Dubuque heretofore entered into two Tease ,agreements and amendments to lease agreements; the first lease agreement dated April 1, 1970 and amended on November 3, 1970; the second lease agreement dated February 5, 1974 and amended dated June 3. 1985 and the third lease dated Novem— ber 23, 1987 with an amendment dated December 21, 1967; and WHEREAS, Yacht Basin has requested the City of Dubuque to amend all lease agreements and to rescind amendment to the lease agreement of February 5, 1974 dated s}une 3, 1.986; and WHEREAS,, the amendment requested by YACHT BASIN is notification of the First National Bank. Dubuque, Iowa, of any intentions of City of Dubuque to terminate any of the. -leases; and WHEREAS, Dubuque is willing to amend said leases as requested by the YACHT BASIN. NOW, THEREFORE, IN CONSIDERATION of one dollar ($1.00) and other and good and valuable consideration: the receipt and sufficiency of which is hereby acknow— ledged,. the aforesaid Lease Agreements between YACHT BASIN and DUBUQUE dated April B, 1470, February 5, 1974 and. November 23. 1987 are further amended as follows: In the event that City of Dubuque shall electto terminate these leases as a result of act for failure to act of the Lessee which will constitute a breach of these leases, Dubuque. prior to the termination shall first notify the First National Bank, Dubuque, Iowa, in .writing, of Dubuque's intention to terminate these leases which notice shall be given to said bank by Dubuque at least sixty (60) days prior to the date of such termination. Thereupon said bank shall have the right within such sixty (50) day period, but not obli— gation, to cure such default and to obtain all rights and assume all of the obligations of the YACHT BASIN as if these leases had not been breached by the YACHT BASIN. In the event that said bank so elects to cure such default it shall notify Dubuque in writing prior to the expiration of such sixty (E0) day notice within which the bank shall have the right to cure such default. File Number: 2010-00015384 seq: 67 (Page 68 of 76) In execution of the amendment to existing leases between YACHT BASIN and DUBUQUE the atendment to .the lease agreement of February 5, 1974 dated June 30, 1985 is hereby terminated. Under this amendment the City of Dubuque was to notify the American Trust & SaVings Bank, Dubuque, Iowa, in writing of Dubuque's intention to terminate the 1974 lease. The parties hereto acknowledge and understand that such assignment shall be for the security purposes Viand the assignee undertakes and agrees and covenants that in the event of any foreclosure sale. of the property satiated on said real estate, that it will stand in the same position as the YACHT BASIN with respect toAllterms and conditions of these leases. IN WITNESS THEREOF, the parties have hereto executed this AMENDMENT TD LEASES on the dates and years as identified in this Amendment, CITY OF DUBUQUE, IOWA, Lessor W. Kenneth Gearhart, City Manager, DUBUQUE YACHT BASIN, INC., Lessee BY /747414" . ATTEST: 7%%eiu f. a. '& 441/ / State of County of Dubuque) ' On this 22nd day of November , 1988, before me, the undersigned, a Notary Public in and for State of Iowa, personally appeared W. Kenneth Gearhart to me personally known, who, being by me duly sworn, did say that he is the City Manager of the City of Dubuque and that said instrument was signed on behalf of the City of Dubuque acknowledge the execution of said instrument to be the voluntary arjt nd deed of City of Dubuque y it and by them voluntar— ily executed. ,. ,a .. d n tary Public In and for the State of Iowa ee/tee File Neer: 2010-00015384 Seq: 68 (Page 69 of 76) 1 State of Iowa County of Dubuque) On this 4.4,1 day of irlldent36<- , 1988, before me, the undersigned, a Notary Public in and for the said County and State, personally appeared Donald P. Shanley to me, personally known, who, being by me duly sworn, did say that he is the. President and Secretary of said DUBUQUE YACHT BASIN, INC.., that no seal has been procured by the said Corporation, that said instrument was signed onbehalf of said Corporation by authority, of its Board of Directors; and that said Donald P. Shanley as such officers acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it and by him voluntarily executed. 4 % Notary Public In and for the State of Iowa File Dumber: 2010-00015384 Seq: 69 (Page 70 of 76) THIRD AMENDMENT TO LEASE AGREEMENT DATED NOVEMBER 23. 1987 This Third Amendment to Lease Agreement dated November 23, 1987, is made and executed this 4%i day of /(104es-" ,A.D. 2000, between DUBUQUE YACHT BASIN, INC., a corporation organized and existing under the laws of the State of lowa, with its principal place of business in Dubuque, Iowa, hereinafter referred to as "YACHT BASIN', and the CITY OF DUBUQUE, IOWA, a municipal corporation organized and existing under the taws of the State of Iowa, through its duly authorized City Council, hereinafter referred to as "CITY"; WITNESSETH: WHEREAS, YACHT BASIN and CITY have heretofore entered into one certain Lease Agreement dated November 23, 1987, as amended by a First Amendment December 21, 1957, and a Second Amendment dated January 19, 1988, whereby CITY leased to YACHT BASIN certain real estate described in the aforesaid Lease Agreement dated November 23, 1987; and WHEREAS, CITY and YACHT BASIN wish to clarify the Leased limits of the Lease Agreement as shown on Lease Area C on the exhibit to the Third Amendment to Lease Agreement; NOW, THEREFORE, in consideration of One Dollar (1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the aforesaid Lease Agreement between YACHT BASIN and CITY dated November 23, 1987 as amended by a First Amendment dated December 21, 1987, and a Second Amendment dated January 19, 1988, is hereby amended to describe the "demised premises" as follows: A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88°37'20"W 654.95 feat along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thenoe S 68°05'00W 1798.85 feet to a point; Thence S 21°53120"E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 21 °53'20"E 603.22 feet; File Number; 2010-00015384 Seg: 70 (Page 71 of 76) Thence N 52°58'00"E 178.79 feet; Thence N 37°11130"W 152.35 feet; Thence N 30°5300"W 414.70 feet; Thence S 68°05'00W 67.55 feet to the point of beginning, containing 1.55 acres, more or less, subject to easements of record and, not of record, • as shown by Lease Area C on the exhibit attached to the Third Amendment to Lease Agreement. IN WITNESS WHEREOF, the parties hereto have caused the due execution of this Third Amendment to Lease Agreement, in duplicate, as of the day and year first above written. CITY OF D UQUE, IOWA BY: DUBUQUE YACHT BASIN, INC. BY: Donald P. Shanley, Pri File Number: 2010-00015384 Seg: 71 (Page 72 of 76) 1 tr\ File Number: 2010-00015334 Seg: 72 (Page 73 of 76) FOURTH AMENDMENT TO LEASE AGREEMENT BETWEEN DUBUQUE YACHT BASIN INC. AND THE CITY OF DUBUQUE This Fou h Amendment to Lease Agreement is made and executed this 8,/,oe day of,, � . _f_ 200S3 A.D., between DUBUQUE YACHT BASIN, INC., a cor;•f•'ration ori anized and existing under the laws of the State of Iowa, with its principal place of business in Dubuque, Iowa, hereinafter referred as "YACHT BASIN", and , the CITY OF DUBUQUE, IOWA, a municipal corporation organized and existing under the laws of the State of Iowa, through its duly authorized City Council, hereinafter referred to as `CITY";, WITNESSTH: Whereas, YACHT BASIN and CITY have heretofore entered into one certain lease agreement dated November 23, 1987, as amended by. a First Amendment dated December 21, 1987,. a Second Amendment dated January 18, 1988, and a Third Amendment dated May 4, 2000,. referred to collectively as the Lease Agreement for the leased premises as follows: A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E,; 5th P.M. in. the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast comer of Section 19, T89N, R3E, 5th RM., Dubuque County; lowa; Thence 5 88° 37'20'W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this, description only); • Thence S 68°05'00"W 1798.85 feet to a point; Thence 5 21° 53'20"E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said paint being the point of beginning; Thence S 68° 05`00"W 678.00 feet along a line parallel to 16°1 Street extended; Thence S 21° Thence S 53° Thence N 35° Thence N 38° Thence N 51° Thence N 21° 53'80"E 697.00 feet; 58'00"E 1087.30 feet; 44'05"E 328.95 feet; 31'00"W 464.28 feet; 29`00"E 60.12 feet; 55' 30"W 349.92 feet; File Number: 2010-00015384 Seq: 73 (Page 74 of 76) • ti Thence S 68° 06'40"W 100.00 feet; Thence N 21° 53'20"W 631.56 feet to the point of beginning, containing 21.18 acres, more or less, subject to easements of record and not of record, as shown. by Lease Area C on the exhibit attaohedto the Third Amendment. to Lease Agreement; and WHEREAS, CITY and YACHT BASIN now desire to further amend the Lease Agreement from a termination date of February 5, 2024, to March 3.1, 2031. NOW, THEREFORE, in consideration of One Dollar 01.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the aforesaid Lease Agreement between YACHT BASIN and CITY dated November 23, 1987, and as amended by a First Amendment dated December 21, 1987,. a Second Amendment dated January 19, 1988, and a Third Amendment dated May 4, 2000; is hereby amended as follows: 1. Article 1 of the Lease Agreement is deleted and the following, substituted in lieu thereof: The term of the lease is hereby extended from February 5, 2024 to March 31, 2031. For the period through February 5, 2024, the annual rates shall be as provided for in the November 23, 1987 Lease Agreement. For the period commencing February 6, 2024, and ending on March 31, 2031, the annual rent for the leased premises shall be at the then current fair market rates as agreed by the parties or as determined by the following process. If the parties cannot agree to the fair market rental rate at least ninety (90) days prior to February 5, 2024, they shall jointly appoint an MAI real estate appraiser to determine the market rate. If the parties cannot agree on an appraiser, each shall appoint his own MAI appraiser and the two appointed by the parties shall select a third. The average of the fair market rent determined by the three appraisers shall be the annual rent for the period commencing February 6, 2024 and ending on March 31, 2031. This appraisal report (including definitions used) shall be . completed in accordance with the current "uniform Standards of Professional Appraisal Practice" as promulgated by the Appraisal Standards Board of the Appraisal Foundation. The annual rent shall be paid in four (4) equal installments by not later than the first day of April, and the first day of each quarter thereafter. 1 File Number: 2010-00015384 Seq: 74 (Page 75 of 76) r r All the terms and conditions of the lease agreement dated November 23, 1987, as amended, shall remain in full force and effect.^ Attest by: anne F. Schneider, City Clerk ILX./�'tit CITY OF DUBUQU DUBUQUE YACHT BASIN Donald P. hanley President State of Iowa } ) ss: County of Dubuque ) On this < day of . 2002, before me, a Notary Public in and for said state, personally appeared Donald P. Shanley. President of the Dubuque Yacht. Basin, to me known to be the person named in and who executed the foregoing instrument,and acknowledged that he executed the same as his voluntary act deed. __ or N+ r;. Pu • ilc in - Y e o Iowa • My Commission expires -0 -454 -04 -- File f54- 4 - File Number: 2010-00015384 Seg: 75 (Page 76 of 76) EXHIBIT; C- 2 3. Legal description for November 27, 1987 lease, as amended: A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in :Section 19, T89N, R3E, 5''' P.M, in the City of Dubuque, Dubuque County, Iowa, ,,more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 51h P.M., Dubuque County, Iowa; Thence S 88° 37`20"W 654,95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00"W 1798.85 feet to a point; Thence S 21° 53'20"E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence 5 68° 05'00"W '678.00 feet along' a line parallel to 16th Street extended; Thence 5 21° 53/00"E 697.00 feet; Thence S 53° 58'00"E 1087.30 feet; Thence N 35° 44'05"E 326.95 feet; Thence N 38° 31'00'W 464.28 feet: Thence N 51° 29100"E 60.12 feet; Thence N 21° 55' 30"W 349.92 feet; • Thence S 68° 06`40"W'100.00•feet; Thence N 21° 53'20"W 631.56 feet to the point of beginning, containing 21.18 acres, more or Tess, subject to easements of record and not of record, as shown by Lease Area C• on the exhibit attached to the Third Amendment to Lease. Agreement; File Number: 2010-00015384 Seg: 76 Exhibit " B" to Assignment of Leases and Rents [IA428ALR] September 12,2017 See Attached 1630 E 16th St EXT Dubuque, IA 52001 Legal Description Assignor's Leasehold Interest In The Real Estate Described As Follows: LEASE AREA A: Lease Agreement dated April 8, 1970, Amended by First Amendment dated November 3, 1970, Amended by Second Amendment dated February 15, 1975, Amended by Third Amendment dated May 4, 2000. Amended by Fourth Amendment dated January 21, 2002, Instrument #5894-02. A tract of land three and ninety hundredths (3.90) acres in area including boat improved harbor and slopes immediately adjacent thereto, all as shown on the plat marked Exhibit "A" hereto attached and by reference made a part hereof; Lot 2 as designated on plat dated September 10, 1965 as designated on Exhibit "B" hereto attached; Beginning at a point witch is the southwest corner of the Dubuque Yacht Basin Lease #2, thence north 52°29' east 50 feet; thence south 37°31' east 464.28 feet; thence south 36°39' west 51.98 feet, thence north 37°31' west 478.38 feet to point of beginning, as said demised area being outlined in red on the attached plat, designated Dubuque Yacht Basin Lease No. 3. A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88° 37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00" W 1798.85 feet to a point; Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 68°05'00" W 678.00 feet along a line parallel to 16th Street extended; Thence S 21°53'00" E 697.00 feet; Thence S 53°58'00" E 1087.30 feet; Thence N 35°44'05" E 326.95 feet; Thence N 38°31'00" W 464.28 feet; Thence N.51°29'00" E 60.12 feet; Thence N 21°55'30" W 349.92 feet; Thence S 68°06'40" W 100.00 feet; Thence N 21°53'20" W 631.56 feet to the point of beginning, containing 21.18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area A on the exhibit attached to the Third Amendment to Lease Agreement. A Part of an unplatted slough and parts of Mineral Lots 298 and 299, all in Section 19, Township 89 North, Range 3 East of the 5th P.M., in the City of Dubuque, Dubuque County, Iowa, as described by metes and bounds in Instrument #7208-00, filed June 27, 2000. LEASE AREA B: Lease Agreement dated February 5, 1974, Amended by First Amendment dated May 4, 2000. Amended by Second Amendment dated January 21, 2002, Instrument 45893-02 - Note: Metes and bounds description describes Lease Area A. A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00" W 1798.85 feet to a point; Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A; Thence S 21°53'20" E 603.22 feet, said point being the point of beginning; Thence 5 21°53'20" E 28.34 feet; Thence N 68°06'40" E 100.00 feet; Thence 5 21°55'30" E 349.92 feet; Thence S 51°29'00" W 60.12 feet; Thence S 38°31'00" E 464.28 feet; Thence S 35°44'05" W 326.95 feet; Thence S 53°58'00" E 344.49 feet: Thence N 36°22'20" E 814.10 feet; Thence N 13°25'00" W 360.10 feet; Thence N 32°52'55" E 107.98 feet; Thence N 38°24'35" W 684.06 feet; Thence S 52°55'15" W 287.74 feet; Thence N 37°04'45" W 44.00 feet; Thence S 53°06'00" W 100.00 feet; Thence S 36°52'55" E 44.00 feet; Thence S 52°58'00" W 359.45 feet to the point of beginning, containing 20. 78 acres, more or less, subject to easements of record and not of record, as shown by Lease Area B as shown on the exhibit attached to the First Amendment to Lease Agreement. ALSO A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, Sth P.M., Dubuque County, Iowa; Thence S 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00" W 1798.85 feet to a point; Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence 5 68°05'00" W 678.00 feet along a line parallel to 16th Street extended; Thence 5 21°53'00" E 697.00 feet; Thence S 53°58'00" E 1087.30 feet: Thence N 35°44'05" E 326.95 feet; Thence N 38°31'00" W 464.28 feet; Thence N 51°29'00" E 60.12 feet; Thence N 21°55'30" W 349.92 feet; Thence S 68°06'40" W 100.00 feet; Thence N 21°53'20" W 631.66 feet to the point of beginning, containing 21 .18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area B on the exhibit attached to the First Amendment to Lease Agreement. A Part of an unplatted slough and parts of Mineral Lots 298 and 299, all in Section 19, Township 89 North, Range 3 East of the 5th P.M., in the City of Dubuque, Dubuque County, Iowa, as described by metes and bounds in Instrument 47209-00, filed June 27, 2000. LEASE AREA C: Lease Agreement dated November 23, 1987, Amended by First Amendment dated December 21, 1987, Amended by Second amendment dated January 19, 1988, Amended by Third Amendment dated May 4, 2000. Amended by Fourth Amendment dated January 21, 2002, Instrument 45892-02- Note: Metes and bounds description describes Lease Area A. A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence S 68°05'00" W 1798.85 feet to a point Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence S 21°53'00" E 603.22 feet; Thence N 52°58'00" E 178.79 feet; Thence N 37°11'30" W 152.35 feet; Thence N 30°53'00" W 414.70 feet; Thence S 68°05'00" W 67.55 feet to the point of beginning, containing 1.55 acres, more or less, subject to easements of record and not of record, as shown by Lease Area C on the exhibit attached to the Third Amendment to Lease Agreement. ALSO A part of an unplatted slough and parts of Mineral Lots 298 and 299 all in Section 19, T89N, R3E, 5th P.M. in the City of Dubuque, Dubuque County, Iowa, more particularly described as follows: Commencing as a point of reference at the northeast corner of Section 19, T89N, R3E, 5th P.M., Dubuque County, Iowa; Thence S 88°37'20" W 654.95 feet along the northerly line of said Section 19 (this is an assumed bearing for this description only); Thence 5 68°05'00" W 1798.85 feet to a point; Thence S 21°53'20" E 67.53 feet to an existing iron pipe at the northeasterly corner of Lease Area A, said point being the point of beginning; Thence 5 68°05'00" W 678.00 feet along a line parallel to 16th Street extended; Thence S 21°53'00" E 697,00 feet; Thence S 53°58'00" E 1087.30 feet: Thence N 35°44'05" E 326.95 feet; Thence N 38°31'00" W 464.28 feet; Thence N 51°29'00" E 60.12 feet; Thence N 21°55'30" W 349.92 feet; Thence 5 68°06'40" W 100.00 feet; Thence N 21°53'20" W 631.66 feet to the point of beginning, containing 21.18 acres, more or less, subject to easements of record and not of record, as shown by Lease Area C on the exhibit attached to the Third Amendment to Lease Agreement, A Part of an unplatted slough and parts of Mineral Lots 298 and 299, all in Section 19, Township 89 North, Range 3 East of the 5th P.M., in the City of Dubuque, Dubuque County, Iowa, as described by metes and bounds in Instrument #7210-00, filed June 27, 2000. BUSINESS eFIPCO I" W. B. A. :Ilai. '? "Q47.f517;3jkoell ,,,11159 -1 © 2013 Wisconsin Bankers Association/Distributed by FIPCOO GENERAL BUSINESS SECURITY AGREEMENT 1. SECURITY INTEREST Dated September 12. 2017 In consideration of any financial accommodation at any time granted by Citizens State Bank of La Crosse ("Lender") to Duhueue Yacht Basin Inc ("Borrower"), each of the undersigned ("Debtor," whether one or more) grants Lender a security interest in all equipment, fixtures, inventory, documents, general intangibles, accounts, deposit accounts (unless a security interest would render a nontaxable account taxable), contract rights, chattel paper, patents, trademarks and copyrights (and the good will associated with and registrations and licenses of any of them), instruments, letter of credit rights and investment property, now owned or hereafter acquired by Debtor (or by Debtor with spouse), and all additions and accessions to, all spare and repair parts, special tools, equipment and replacements for, software used in, all returned or repossessed goods the sale of which gave rise to and all proceeds, supporting obligations and products of the foregoing ("Collateral"), wherever located, to secure all debts, obligations and liabilities to Lender arising out of credit previously granted, credit contemporaneously granted and credit granted in the future by Lender to any Debtor, or any Borrower, to any of them and another, or to another guaranteed or endorsed by any of them ("Obligations "). 2. DEBTOR'S WARRANTIES Debtor warrants and agrees that while any of the Obligations are unpaid: (a) Ownership and use. Debtor owns (or with spouse owns) the Collateral free of all encumbrances and security interests (except Lender's security interest). Chattel paper constituting Collateral evidences a perfected security interest in the goods (including software used in the goods) covered by it, free from all other encumbrances and security interests, and no financing statement is on file or control agreement in existence (other than Lender's) covering the Collateral or any of it Debtor, acting alone, may grant a security interest in the Collateral and agree to the terms of this Agreement. The Collateral is used or bought for use primarily for business purposes. (b) Sale of goods or services rendered. Each account and chattel paper constituting Collateral as of this date arose from the performance of services by Debtor or from a bona fide sale or lease of goods, which have been delivered or shipped to the account debtor and for which Debtor has genuine invoices, shipping documents or receipts. (c) Enforceability. Each account, contract right and chattel paper constituting Collateral as of this date is genuine and enforceable against the account debtor according to its terms. ft and the transaction out of which it arose comply with all applicable laws and regulations. The amount represented by Debtor to Lender as owing by each account debtor is the amount actually owing and is riot subject to setoff, credit, allowance or adjustment, except discount for prompt payment, nor has any account debtor returned the goods or disputed liability. (d) Due date. There has been no default as of this date according to the terms of any chattel paper or account constituting Collateral and no step has been taken to foreclose the security interest it evidences or otherwise enforce its payment. (e) Financial condition of account debtor. As of this date Debtor has no notice or knowledge of anything which might impair the credit standing of any account debtor and Debtor will advise Lender upon receipt of any such notice or knowledge affecting Collateral. (f) Valid organization. If a corporation, limited liability company or general or limited partnership, Debtor is duly organized, validly existing and in good standing under the laws of the state of organization and is authorized to do business in Wisconsin. (g) Other agreements. Debtor is not in default under any agreement for the payment of money. (h) Authority to contract. The execution and delivery of this Agreement and any instruments evidencing Obligations will not violate or constitute a breach of Debtor's articles of incorporation or organization, by-laws, partnership agreement, operating agreement or any other agreement or restriction to which Debtor is a party or is subject. (1) Accuracy of information. All information, certificates or statements given to Lender pursuant to this Agreement shall be true and complete when given. (j) Name and address. Debtor's exact legal name is as set forth below Section 12. If Debtor is an individual, Debtor separately provided to Lender the name of Debtor as it is indicated on Debtor's current unexpired driver's license or, if applicable for UCC financing statements, identification card issued by Debtor's state of principal residence, and the address of Debtor's principal residence is as set forth below Section 12. If Debtor is an organization that has only one place of business, the address of Debtor's place of business, or if Debtor has more than one place of business, then the address of Debtor's chief executive office, is as set forth below Section 12. (k) Location. The address where the Collateral will be kept, if different from that appearing below Section 12, is n/a Such location shall not be changed without prior written consent of Lender, but the parties intend that the Collateral, wherever located, is covered by this Agreement. (I) Organization. If Debtor is an organization, the type of organization and the state under whose law it is organized are as set forth below Section 12. (m) Environmental laws. (i) No substance has been, is or will be present, used, stored, deposited, treated, recycled or disposed of on, under, in or about any real estate now or at any time owned or occupied by Debtor ("Property ") during the period of Debtor's ownership or use of the Property in a form, quantity or manner which if known to be present on, under, in or about the Property would require clean-up, removal or some other remedial action ("Hazardous Substance") under any federal, state or local laws, regulations, ordinances, codes or rules .("Environmental Laws"),. (if) Debtor has no knowledge, after due inquiry, of any prior use or existence of any Hazardous 'Substance on the Property by any prior owner of or person using the Property, (iii) without limiting the generality of the foregoing, Debtor has no knowledge, after due inquiry, that the Property contains asbestos, polychlorinated biphenyl components (PCBs) or underground storage tanks, (iv) there are no conditions existing currently or likely to exist during the term of this Agreement which would subject Debtor to any damages, penalties, injunctive relief or clean-up costs in any governmental or regulatory action or third -party claim relating to any Hazardous Substance, (v) Debtor is not subject to any court or administrative proceeding, judgment, decree. order or citation relating to any Hazardous Substance, and (vi) Debtor in the past has been, at the present is, and in the future will remain in compliance with all Environmental Laws. Debtor shall indemnify and hold harmless Lender, its directors, officers, employees and agents from all loss, cost (including reasonable attorneys' fees and legal expenses), liability and damage whatsoever directly or indirectly resulting from, arising out of, or based upon (1) the presence, use, storage, deposit, treatment, recycling or disposal, at any time, of any Hazardous Substance on, under, in or about the Property, or the transportation of any Hazardous Substance to or from the Property, (2) the violation or alleged violation of any Environmental Law, permit, judgment or license relating to the presence, use, storage, deposit, treatment, recycling or disposal of any Hazardous Substance on, under, in or about the Property, or the transportation of any Hazardous Substance to or from Property, or (3) the imposition of any governmental lien for the recovery of environmental clean-up costs expended under any Environmental Law. Debtor shall immediately notify Lender in writing of any governmental or regulatory action or third -party claim instituted or threatened in connection with any Hazardous Substance described above on, in, under or about the Property. (n) Employees. There are no unpaid wages due employees of Debtor and there are no outstanding liens against assets of Debtor for unpaid wages due employees of Debtor. (o) Fixtures. If any of the Collateral is affixed to real estate, the legal description of the real estate set forth in each UCC Financing Statement signed or authorized by Debtor is true and correct. 3. SHIPPERS Shippers authorized to draw drafts on Lender under section 6(c) are: n/a 4. SALE AND COLLECTIONS (a) Sale of Inventory. So long as no default exists under any of the Obligations or this Agreement, Debtor may (a) sell inventory in the ordinary course of Debtor's business for cash or on terms customary in the trade, at prices not less than any minimum sale price shown on instruments evidencing Obligations and describing inventory, or (b) lease or license inventory on terms customary in the trade. (b) Verification and notification. Lender may verify Collateral in any manner, and Debtor shall assist Lender in so doing. Upon default Lender may at any time and Debtor shall, upon request of Lender, notify the account debtors or other persons obligated on the Collateral to make payment directly to Lender and Lender may enforce collection of, settle, compromise, extend or renew the indebtedness of such account debtors or other persons obligated on the Collateral. Until account debtors or other persons obligated on the Collateral are so notified, Debtor, as agent of Lender, shall make collections and receive payments on the Collateral. (c) Deposit with Lender. At any time Lender may require that all proceeds of Collateral received by Debtor shall be held by Debtor upon an express trust for Lender, shall not be commingled with any other funds or property of Debtor and shall be turned over to Lender in precisely the form received (but endorsed by Debtor if necessary for collection) not later than the business day following the day of their receipt. Except as provided in Section 4(d) below, all proceeds of Collateral received by Lender directly or from Debtor shall be applied against the Obligations in such order and at such times as Lender shall determine. (d) Accounting. If the extent to which Lender's security interest in the Collateral is a purchase money security interest depends on the application of a payment to a particular obligation of Debtor, the payment shall first be applied to obligations of Debtor for which Debtor did not create a security interest in the order in which those obligations were incurred and then to obligations of Debtor for which Debtor did create a security interest, including the Obligations secured by the Collateral, in the order in which those obligations were incurred; provided, however, that Lender shall retain its security interest in all Collateral regardless of the allocation of payments. THIS AGREEMENT INCLUDES THE ADDITIONAL PROVISIONS ON PAGES 2 AND 3. Page 1 of 3 ADDITIONAL PROVISIONS 5. DEBTORS COVENANTS (a) Maintenance of Collateral. Debtor shall: maintain the Collateral in good condition and repair and riot permit its value to be impaired; keep it free from all liens, encumbrances and security interests (other than Lender's security interest); defend it against all claims and legal proceedings by persons other than Lender: pay and discharge when due all taxes, license fees, levies and other charges upon it; not sell, lease, license or otherwise transfer or dispose of it or permit it to become a fixture or an accession to other goods, except for sales, leases or licenses of inventory as provided in this Agreement; not permit it to be used in violation of any applicable law, regulation or policy of insurance; and, as to Collateral consisting of instruments, chattel paper and letter of credit rights, preserve rights in it against prior parties. Loss of or damage to the Collateral shall not affect the liabilities of any Debtor or Borrower under this Agreement, the Obligations or other rights of Lender with respect to the Collateral. (b) Insurance. Debtor shall keep the Collateral and Lenders interest in it insured under policies with such provisions, for such amounts and by such insurers as shall be satisfactory to Lender from time to time, and shall furnish evidence of such insurance satisfactory to Lender. Subject to Lender's satisfaction, Debtor is free to select the insurance agent or insurer through which the insurance is obtained. Debtor assigns (and directs any insurer to pay) to Lender the proceeds of all such insurance and any premium refund, and authorizes Lender to endorse in the name of Debtor any instruments for such proceeds or refunds and, at the option of Lender, to apply such proceeds and refunds to any unpaid balance of the Obligations, whether or not due, and/or to restoration of the Collateral, returning any excess to Debtor. Each insurance policy shall contain a standard lenders loss payable endorsement in favor of Lender, and shall provide that the policy shall not be cancelled, and the coverage shall not be reduced, without at least 10 days' prior written notice by the insurer to Lender. Lender is authorized, in the name of Debtor or otherwise, to make, adjust and/or settle claims under any credit insurance financed by Lender or any insurance on the Collateral, or cancel the same after the occurrence of an event of default. If Debtor fails to keep any required insurance on the Collateral, Lender may purchase such insurance for Debtor, such insurance may be acquired by Lender solely to protect the interest of Lender (and will not cover Debtor's equity in the Collateral), and Debtor's obligation to repay Lender shall be in accordance with Section 6(a). (c) Maintenance of security interest. Debtor shall pay all expenses and upon request, take any action reasonably deemed advisable by Lender to preserve the Collateral or to establish, evidence, determine and maintain priority of, perfect, continue perfected, terminate and/or enforce Lender's interest in it or rights under this Agreement. Debtor authorizes Lender to file Uniform Commercial Code financing statements describing the Collateral (including describing the Collateral as "all assets" or with words of similar effect) and amendments and correction statements to such financing statements and ratifies any such financing statement or amendment filed prior to the date of this Agreement. Debtor will obtain for and provide to Lender control of Collateral or other security for the Obligations for which control may be required or requested to perfect Lender's security interest under applicable law, including, without limitation, the execution of control agreements by and between Debtor, Lender and any necessary third party. If the Collateral is in possession of a third party, Debtor will also join with Lender at its request in notifying the third party of Lender's security interest and obtaining an acknowledgment from the third party that it is holding the Collateral for the benefit of Lender. (d) Taxes and other charges. Debtor shall pay and discharge ail lawful taxes, assessments and government charges upon Debtor or against its properties prior to the date on which penalties attach, unless and to the extent only that such taxes, assessments and charges are contested in good faith and by appropriate proceedings by Debtor. (e) Employees. Debtor shall pay all wages when due to employees of Debtor and shall not permit any lien to exist against the assets of Debtor for unpaid wages due employees of Debtor. (1) Records and statements. Debtor shall furnish to Lender financial statements at least annually and such other financial information respecting Debtor at such times and in such form as Lender may request. Debtor shall keep accurate and complete records respecting the Collateral in such form as Lender may approve. At such times as Lender may require, Debtor shall furnish to Lender a statement certified by Debtor and in such form and containing such information as may be prescribed by Lender, showing the current status and value of the Collateral. Debtor shall furnish to Lender such reports regarding the payment of wages to employees of Debtor and the number of employees of Debtor as Lender may from time to time request, and without request shall furnish to Lender a written report immediately upon any material increase in the number of employees of Debtor, the failure of Debtor to pay any wages when due to employees of Debtor or the imposition of any lien against the assets of Debtor for unpaid wages due employees of Debtor. (g) Inspection of Collateral. At reasonable times Lender may examine the Collateral and Debtor's records pertaining to it, wherever located, and make copies of records, and Debtor shall assist Lender in so doing. (h) Service charge. In addition to the required payments under the Obligations and this Agreement, Debtor shall pay Lender's then current service charges for servicing and auditing in connection with this Agreement. (i) Chattel paper. Lender may require that chattel paper constituting Collateral shall be on forms approved by Lender. Unless it consists of electronic chattel paper, Debtor shall promptly mark all chattel paper constituting Collateral, and all copies, to indicate conspicuously Lender's interest and, upon request, deliver them to Lender. If it consists of electronic chattel paper, Debtor shall promptly notify Lender of the existence of the electronic chattel paper and, at the request of Lender, shall take such actions as Lender may reasonably request to vest in Lender control of such electronic chattel paper under applicable law, (j) United States contracts. If any Collateral arose out of contracts with the United States or any of its departments, agencies or instrumentalities, Debtor will notify Lender and execute writings required by Lender in order that all money due or to become due under such contracts shall be assigned to Lender and proper notice of the assignment given under the Federal Assignment of Claims Act. (k) Modifications. Without the prior written consent of Lender, Debtor shall not alter, modify, extend, renew or cancel any accounts, letter of credit rights or chattel paper constituting Collateral. (I) Returns and repossessions. Debtor shall promptly notify Lender of the return to or repossession by Debtor of goods underlying any Collateral and Debtor shall hold and dispose of them only as Lender directs. (m) Promissory Notes, Chattel Paper and Investment Property. If Debtor shall at any time hold or acquire Collateral consisting of promissory notes, chattel paper or certificated securities, Debtor shall endorse, assign and deliver the same to Lender accompanied by such instruments of transfer or assignment duly executed in blank as Lender may from time to time request. (n) Change of name, address or organization. Debtor shall not change (i) Debtor's legal name, (if) if Debtor is an individual Debtor's name as it is indicated on Debtor's current unexpired driver's license or, if applicable for UCC financing statements, identification card issued by Debtor's state of principal residence, or (iii) Debtor's address, in each case without providing at least 30 days' prior written notice of the change to Lender. If Debtor is an individual, Debtor shall provide to Lender at least 30 days' written notice of any expiration of Debtor's driver's license or, if applicable for UCC financing statements, identification card issued by Debtor's state of principal residence. If Debtor is an organization it shall not change its type of organization or state under whose law it is organized and shall preserve its organizational existence, and Debtor whether or not Debtor is an organization shall not, in one transaction or in a series of related transactions, merge into or consolidate with any other organization, change Debtor's legal structure or sell or transfer all or substantially all of Debtor's assets. 6. RIGHTS OF LENDER (a) Authority to perform for Debtor. Upon the occurrence of an event of default or if Debtor fails to perform any of Debtor's duties set forth in this Agreement or in any evidence of or document relating to the Obligations, Lender is authorized, in Debtor's name or otherwise, to take any such action including without limitation signing Debtor's name or paying any amount so required, and the cost shall be one of the Obligations secured by this Agreement and shall be payable by Debtor upon demand with interest from the date of payment by Lender at the highest rate stated in any evidence of any Obligation but not fn excess of the maximum rate permitted by law. (b) Charging a Debtor's credit balance. Unless a lien would be prohibited by law or would render a nontaxable account taxable, Debtor who is also a Borrower grants Lender, as further security for the Obligations, a security interest and fen in any deposit account such Debtor may at any time have with Lender and other money now or hereafter owed such Debtor by Lender, and agrees that Lender may, at any time after the occurrence of an event of default, without prior notice or demand, set-off all or any part of the unpaid balance of the Obligations against any deposit balances or other money now or hereafter owed such Debtor by Lender. (c) Power of attorney. Debtor irrevocably appoints any officer of Lender as Debtor's attorney, with power after an event of default to receive, open and dispose of all mail addressed to Debtor (and Lender shall not be required as a condition to the exercise of this power to prove the occurrence of an event of default to the Post Office); to notify the Post Office authorities to change the address for delivery of all mail addressed to Debtor to such address as Lender may designate; to endorse the name of Debtor upon any instruments which may come into Lender's possession; and to sign and make draws under any letter of credit constituting Collateral on Debtor's behalf. Debtor agrees that Obligations may be created by drafts drawn on Lender by shippers of inventory named in Section 3. Debtor authorizes Lender to honor any such draft accompanied by invoices aggregating the amount of the draft and describing inventory to be shipped to Debtor and to pay any such invoices not accompanied by drafts. Debtor appoints any employee of Lender as Debtor's attorney, with full power to sign Debtor's name on any instmment evidencing an Obligation, or any renewals or extensions, for the amount of such drafts honored by Lender and such instruments may be payable at fixed times or on demand, shall bear interest at the rate from time to time fixed by Lender and Debtor agrees, upon request of Lender, to execute any such instruments. This power of attorney to execute instruments may be revoked by Debtor only by written notice to Lender and no such revocation shall affect any instruments executed prior to the receipt by Lender of such notice. Ail acts of such attorney are ratified and approved and such attorney is not liable for any act or omission or for any error of judgment or mistake of fact or law, This power is a power coupled with an interest and is given as security for the Obligations, and the authority conferred by this power is and shall be irrevocable and shall remain in full force and effect until renounced by Lender except as otherwise expressly provided in this Section 6(c). (d) Non -liability of Lender. Lender has no duty to determine the validity of any invoice, the authority of any shipper named in Section 3 to ship goods to Debtor or compliance with any order of Debtor. Lender has no duty to protect, insure, collect or realize upon the Collateral or preserve rights in it against prior parties. Debtor releases Lender from any liability for any act or omission relating to the Obligations, the Collateral or this Agreement. except Lender's willful misconduct. 7. DEFAULT Upon the occurrence of one or more of the following events of default: (a) Nonperformance. Any of the Obligations are not paid when due, or Borrower or Debtor, as applicable, fails to perform, or rectify breach of, any warranty or covenant or other undertaking in this Agreement or in any evidence of or document relating to the Obligations or an event of default occurs under any evidence of or document relating to any other obligation secured by the Collateral; General Business Security Agreement Page 2 of 3 (b) Inability to Perform. Borrower, Borrower's spouse, Debtor or a guarantor or surety of any of the Obligations dies, ceases to exist, becomes insolvent or the subject of bankruptcy or insolvency proceedings or any guaranty of the Obligations is revoked or becomes unenforceable for any reason; (c) Misrepresentation. Any warranty or representation made to induce Lender to extend credit to Debtor or Borrower, under this Agreement or otherwise, is false in any material respect when made; or (d) Insecurity. At any time Lender believes in good faith that the prospect of payment or performance of any of the Obligations or performance under any agreement securing the Obligations is impaired; all of the Obligations shall, at the option of Lender and without notice or demand, become immediately payable; and Lender shall have all rights and remedies for default provided by the Wisconsin Uniform Commercial Code and this Agreement, as well as any other applicable law, and under any evidence of or document relating to any Obligation, and all such rights and remedies are cumulative and may be exercised from time to time together, separately, and in any order. With respect to such rights and remedies: (e) Repossession. Lender may take possession of Collateral without notice or hearing. which Debtor waives; (f) Assembling collateral. Lender may require Debtor to assemble the Collateral and to make it available to Lender at any place reasonably designated by Lender; (g) Notice of disposition. Written notice, when required by law, sent to any address of Debtor in this Agreement at least 10 calendar days (counting the day of sending) before the date of a proposed disposition of the Collateral is reasonable notice; (h) Expenses and application of proceeds. Debtor shall reimburse Lender for any expense incurred by Lender in protecting or enforcing its rights under this Agreement, before and after judgment, including, without limitation, reasonable attorneys' fees and legal expenses (including those incurred in successful defense or settlement of any counterclaim brought by Debtor or incident to any action or proceeding involving Debtor brought pursuant to the United States Bankruptcy Code) and all expenses of taking possession, holding, preparing for disposition and disposing of Collateral (provided, however, Lender has no obligation to clean-up or otherwise prepare the Collateral for sale). After deduction of such expenses, Lender shall apply the proceeds of disposition to the extent actually received in cash to the Obligations in such order and amounts as it elects or as otherwise required by this Agreement. If Lender sells any Collateral on credit, Debtor will be credited only with payments that the purchaser actually makes and that Lender actually receives and applies to the unpaid balance of the purchase price of the Collateral; and (1) Waiver. Lender may permit Debtor or Borrower to remedy any default without waiving the default so remedied, and Lender may waive any default without waiving any other subsequent or prior default by Borrower or Debtor. Lender shall continue to have all of its rights and remedies under this Agreement even if it does not fully and properly exercise them on all occasions. 8. WAIVER AND CONSENT Each Debtor who is not also a Borrower expressly consents to and waives notice of the following by Lender without affecting the liability of any such Debtor: (a) the creation of any present or future Obligation, default under any Obligation, proceedings to collect from any Borrower or anyone else, (b) any surrender, release, impairment, sale or other disposition of any security or collateral for the Obligations, (c) any release or agreement not to sue any guarantor or surety of the Obligations, (d) any failure to perfect a security interest in or realize upon any security or collateral for the Obligations, (e) any failure to realize upon any of the Obligations or to proceed against any Borrower or any guarantor or surety, (f) any renewal or extension of the time of payment, (g) any allocation and application of payments and credits and acceptance of partial payments, (h) any application of the proceeds of disposition of any collateral for the Obligations to any obligation of any Debtor or Borrower secured by such collateral in such order and amounts as it elects, (I) any determination of what, if anything, may at any time be done with reference to any security or collateral, and (j) any settlement or compromise of the amount due or owing or claimed to be due or owing from any Borrower, guarantor or surety. 9. INTERPRETATION The validity, construction and enforcement of this Agreement are governed by the internal laws of Wisconsin except to the extent such laws are preempted by federal law. All terms not otherwise defined have the meanings assigned to them by the Wisconsin Uniform Commercial Code, as amended from time to time, provided, however, that the term "instrument " shall be such term as defined in the Wisconsin Uniform Commercial Code -Secured Transactions Chapter 409. All references in this Agreement to sections of the Wisconsin Statutes are to those sections as they may be renumbered from time to time. Invalidity of any provision of this Agreement shall not affect the validity of any other provision. 10. PERSONS BOUND AND OTHER PROVISIONS Each person signing this Agreement is a Debtor. All Debtors are jointly and severally liable under this Agreement. This Agreement benefits Lender, its successors and assigns, and binds Debtor(s) and their respective heirs, personal representatives, successors and assigns and shall bind all persons and entities who become bound as a debtor to this Agreement. ❑ If checked here, this Agreement amends and replaces in their entirety the provisions of all existing General Business Security Agreements between Debtor and Lender: provided, however that all security interests granted to Lender under those existing security agreements shall remain in full force and effect, subject to the provisions of this Agreement. Debtor acknowledges receipt of a completed copy of this Agreement. 11. ENTIRE AGREEMENT THIS AGREEMENT IS INTENDED BY LENDER AND DEBTOR AS A FINAL EXPRESSION OF THIS AGREEMENT AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS, THERE BEING NO CONDITIONS TO THE ENFORCEABILITY OF THIS AGREEMENT, AND THIS AGREEMENT MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES TO THIS AGREEMENT. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES TO THIS AGREEMENT. THIS AGREEMENT MAY NOT BE SUPPLEMENTED OR MODIFIED EXCEPT IN WRITING SIGNED BY LENDER AND DEBTOR. 12. OTHER PROVISIONS (If none stated below, there are no other provisions.) Address 630 E 16th Street SEE SECTIONS 2(0 AND (k) Dubuque, IA 52001 Iowa STATE OF ORGANIZATION EWI417 rev. 7/2013 Dubuque Yacht Basin. Inc. An Iowa Comoration TYPE OF ORGANIZATION By: Justin J Pretasky, President (SEAL) (SEAL) (SEAL) (SEAL) (SEAL) General Business Security Agreement Page 3 of 3 FIPCO 1 B A UCG) 460`(1/07>) �I 11176 '~I © 2007 Wisconsin Bankers Association / Distributed by FIPCO© FIXTURES DISCLAIMER Citizens State Bank of La Crosse has or is about to acquire a security interest in the following goods ("Collateral") of Dubuaue Yacht Basin. Inc. ("Secured Party") ("Debtor"): AN equipment, fixtures, inventory, documents, general intangibles, accounts, deposit accounts (unless a security interest would render a nontaxable account taxable), contract rights, chattel paper, instruments, letter of credit rights and investment property, now owned or hereafter acquired by Debtor (or by Debtor with spouse), and all additions and accessions to, all spare and repair parts, special tools, equipment and replacements for, software used in, all returned or repossessed goods the sale of which gave rise to and all proceeds, supporting obligations, and products of the foregoing, wherever located. The Collateral has or may become affixed to the real estate and improvements, or either, at Dubuque (CITY) the legal description of which is: See Attached 1630 E 16th St EXT (STREET OR ROUTE) IA 52001 (COUNTY) (STATE) (the "Realty"), The undersigned ("Disclaiming Party", whether one or more) has an interest in the Realty and, in consideration of any financial accommodation extended by Secured Party to Dubuaue Yacht Basin. Inc. ("Borrower") at any time, consents to Secured Party's security interest in the Collateral, and as to Secured Party, disclaims any interest in the Collateral as fixtures while any Debtor, or any Borrower, or any of them and another is indebted to Secured Party. Disclaiming Party further agrees that: (a) Secured Party may enter upon Realty at any time and remove the Collateral without liability for damage to the Realty resulting from such removal; (b) Disclaiming Party will not assert any claim or interest in the Collateral nor seek to levy execution on it; (c) Any mortgage, security interest, lien, right of distraint or other interest upon or in the Collateral that the undersigned now or in the future holds shall be subordinate to Secured Party's interest in Collateral; and excluding real estate leased (d) Disclaiming Party will not take any action to obtain possession of the Realty from Debtor or to remove the Collateral from the Realty without giving Secured Party at least 60 days prior written notice of the proposed action. This disclaimer binds the heirs, personal representatives, successors and assigns of Disclaiming Party and benefits the successors and assigns of Secured Party. Dated as of September 12, 2017 City of Dubuque, Iowa (SEAL) (SEAL) (SEAL) (SEAL)