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Dubuque Ice & Recreation Center_Lease AgreementLEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COMMUNITY ICE & RECREATION CENTER, INC. THIS LEASE AGREEMENT (the "Lease ") dated for reference purposes the 30th day of October , 2009, between the City of Dubuque, Iowa, a municipal corporation (Lessor) and Dubuque Community Ice & Recreation Center, Inc., an lowa corporation (Lessee). SECTION 1. DEMISE AND TERM 1.1. In consideration of the rents hereinafter reserved and the terms, covenants, conditions and agreements set forth in this Lease, Lessor hereby leases to Lessee the real property shown on Exhibit A, attached hereto, together with any and all buildings, structures, and other improvements located thereon, easements and appurtenances thereto and subject to any easements and restrictions of record (the "Demised Premises "), to have and to hold for a term of twenty -five (25) years commencing on October 30, 2009, and terminating at 11:59 p.m. on October 29, 2024 (the "Lease Expiration Date "), subject to all of the terms, covenants, conditions and agreements contained herein. 1.2. Closing Date. On the Closing Date, Lessor shall transfer possession of the Demised Premises pursuant to this Lease. 1.3. Condition of Property. Lessor shall deliver the Demised Premises in its "as is" condition. 1.4. Conditions to Closing. The closing of the transaction contemplated by this Lease and all the obligations of Lessee under this Lease are subject to fulfillment, on or before the Closing Date, of the following contingencies: (1) Lessee shall have obtained any and all necessary governmental approvals, including without limitation approval of zoning, subdivision or platting, and of the Construction Plans pursuant to Section 3.2 below that are necessary or desirable in connection with the Lease and development of the Demised Premises. Lessor shall cooperate with Lessee in attempting to obtain any such approvals, provided that Lessor shall bear no expense in connection therewith. (2) Lessee shall be in compliance with all the material terms and provisions of this Lease. (3) Lessee shall have furnished Lessor with evidence, in a form satisfactory to Lessor as Lessor shall determine in the reasonable exercise of its discretion, that 1042O9balFinal -1- Lessee will be able to operate the Tenant Improvements for the Term of this Lease on a sound financial and managerial basis. (4) Lessee shall at its cost have caused a survey and plat of the Demised Premises to be prepared and recorded. 1.5 Closing. The closing shall take place on or before October 15, 2009 (the Closing Date), or such other date as the parties may agree in writing. Exclusive possession of the Property shall be delivered to Lessee on the Closing Date in its current condition and in compliance with this Lease. Consummation of the closing shall be deemed an agreement of the parties to this Lease that the conditions of closing have been satisfied or waived. 1.7 Termination of Prior Lease. Upon execution of this Lease, the prior Lease between the parties is terminated. SECTION 2. CONSTRUCTION Before Lessee commences construction, Lessee shall furnish to Lessor evidence, in a form satisfactory to the Lessor as Lessor shall determine in the reasonable exercise of its discretion (such as evidence of cash on hand or a letter of commitment from a bank or other lending institution for funds to cover the cost of construction and furnishings), that Lessee has firm financial commitments sufficient in amount to complete construction of the Lessee Improvements (as defined herein) to the Demised Premises in conformance with Construction Plans (as defined herein), or Lessor shall have received such other evidence of Lessee's financial ability as in the reasonable judgment of Lessor is required to complete such Improvements. SECTION 3, RENT Lessee shall pay Lessor (in addition to taxes, assessments, and other charges required to be paid under this Lease by Lessee) rent for the Demised Premises of One Dollar ($1.00) a year in advance upon execution of this Lease and on the same date each year of the term. Lessee shall not be in default of rent unless and until thirty (30) days after Lessor delivers written notice to the Board of Directors of the Lessee (or its lawful successor or assign) that rent is past due. Lessor acknowledges receipt of the rent for the first year. SECTION 4. TITLE TO IMPROVEMENTS AND TRADE FIXTURES 4.1. Trade Fixtures. For the purposes of this Lease, "Trade Fixtures" shall mean all of Lessee's personal property located on the Demised Premises used in Lessee's business. Title to Lessee's trade fixtures (the "Trade Fixtures ") are and shalt be the sole and exclusive property of Lessee during the term of this Lease and shall remain the sole and exclusive property of Lessee after the expiration or termination of this Lease, for whatever reason. Lessor acknowledges and understands that it shall have 1 OO2O9balFinal -2- no right, title, or interest in or to Lessee's Trade Fixtures either during the term of this Lease, or thereafter (except as hereinafter provided). Lessor acknowledges and agrees that Lessee shall have the right to encumber, sell, or hypothecate Lessee's Trade Fixtures, to remove them from the Demised Premises, or to otherwise deal with all or any portion of such Lessee's Trade Fixtures, at Lessee's sole discretion. Provided further, that upon ten (10) days' prior written notice to Lessor, Lessor shall prepare and deliver to Lessee a certificate in recordable form stating that Lessor has no interest or right in or to Lessee's Trade Fixtures, as well as any other or further document which Lessee may reasonably request from Lessor. 4.2 Lessee Improvements. All Lessee Improvements hereafter constructed on the Demised Premises are and shall be the property of Lessor during the term of this Lease and thereafter no further deed or other instrument shall be necessary to confirm the vesting in Lessor of title to the Lessee Improvements. Upon request of Lessor, however, Lessee shall execute, acknowledge and deliver to Lessor a quitclaim deed confirming that all of Lessee's right, title and interest in or to the Lessee Improvements and that title to the Lessee Improvements has vested in Lessor. Notwithstanding the foregoing, Lessor at its option may require Lessee to remove the Lessee Improvements from the Demised Premises at Lessee's sole expense upon 120 days' written notice to Lessee, and Lessee shall have ninety (90) days after the termination of this Lease to complete such removal. If Lessee fails to remove the Lessee improvements within such ninety day period, Lessor may cause the Lessee Improvements to be removed and Lessee shall pay the costs of such removal within thirty (30) days of receipt of a statement therefore from Lessor. 4.3. Lessee Required Improvements. Lessee hereby agrees to construct on the Demised Premises the Minimum Improvements (the Lessee Improvements) described in Exhibit D of the Development Agreement dated the 5t" day of October, 2009, upon the terms and conditions set forth in the Development Agreement. A copy of Exhibit D is attached hereto and incorporated herein by reference. 4.4. Certificate of Completion. Promptly upon completion of the Lessee Improvements in accordance with those provisions of this Lease relating solely to the obligations of Lessee to construct the Lessee Improvements, including the dates for beginning and completion thereof, Lessor shall furnish Lessee with an appropriate instrument so certifying. Such certification shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Lease with respect to the obligations of Lessee to construct the Lessee Improvements. SECTION 5. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST 5.1. Lessee's right to encumber leasehold interest. Lessee shall not encumber by mortgage, deed of trust, or any other instrument, its leasehold interest and estate in the Demised Premises. SECTION 6. TAXES AND UTILITIES 100209balFinal -3- 6.1. Lessee agrees to pay as additional rent an amount equal to real estate taxes upon the real estate of the Demised Premises that become payable during the term hereof. Lessee shall further provide to Lessor official receipts of the appropriate taxing authority or other evidence satisfactory to Lessor evidencing payment thereof. 6.2. The Lessee further agrees to pay all other taxes, rates, charges, levies and assessments, general and special, of every name, nature and kind, whether now known to the law or hereafter created which may be taxed, charged, assessed, levied or imposed upon said real estate, any buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed upon the leasehold estate hereby created and upon the reversionary estate in said real estate during the term hereof, and all such other taxes, rates, charges, levies and assessments shall be paid by Lessee as they become due and before they become delinquent. 6.3. Lessee agrees to timely pay all taxes, assessments or other public charges levied or assessed by lawful authority (but reasonably preserving Lessee's rights of appeal) against its personal property on the premises, during the term of this Lease. 6.4. Nothing herein shall require Lessee to pay any of Lessor's income taxes, surtaxes, excess profit taxes or any taxes on the rents reserved to Lessor hereunder. 6.5. Lessee shall at all times have the right to contest in good faith, in any proper proceedings, in the name of Lessor if necessary, the payment or satisfaction of any such taxes, assessments, rates, charges or levies so agreed to be paid by Lessee, if the validity thereof, or the right to assess or levy the same against or collect the same from said Demised Premises or improvements, shall be disputed. Upon the conclusion of any such suit or proceedings, or not less than three (3) months prior to the date when the right to redeem therefrom expires, whichever will be the earlier, Lessee will promptly pay and satisfy such disputed tax, assessment or other charge as finally determined, together with all expenses, costs and attorneys' fees whatsoever incurred in connection therewith. 6.6 Lessee shall pay for all utilities in connection with the Demised Premises. SECTION 7. MAINTENANCE AND REPAIRS 7.1 Lessee shall at all times during the term of this Lease, at Lessee's own costs and expense, keep the Demised Premises and the Lessee Improvements thereon, and appurtenances to the Demised Premises, in good order, condition, and repair, casualties and ordinary wear and tear excepted. Lessee shall at all times during the term of this Lease, at Lessee's own costs and expenses, keep the side walks and curbs of the Demised Premises in good order, condition and repair. Lessee shall keep and maintain the Demised Premises, including lanscaping, and all improvements in superior condition, consistent with other similarly classed operations. Lessee shall keep the Demised Premises in such condition as may be required by law and by the terms of the 1OO2O9balFinal -4- insurance policies furnished pursuant to this Lease, whether or not such repair shall be interior or exterior, and whether or not such repair shall be of a structural nature. Upon reasonable notice to Lessee, Lessor may, at its discretion, conduct an annual inspection of the Demised Premises to determine Lessee's compliance with this Article VI. 7.2 Lessor shall maintain Lessor's parking lot which was in existence at the date of commencement of this Lease but shall have no obligation to plow snow in the parking lot. Snow plowing of the parking lot shall be Lessee's responsibility at its expense if Lessee intends to use the parking lot. Lessee shall provide for removal of all snow from the parking lot. Lessee shall provide, at its cost, adequate lighting for the parking lot and shall be responsible for the maintenance of said lights. 7.3 With respect to any parking lot constructed by Lessee or for Lessee's benefit after the date of commencement of this Lease, Lessee shall be soley responsible to maintain any such parking Tots, including but not limited to snow removal and lighting. SECTION 8. COMPLIANCE WITH LAW 8.1. During the term of this Lease, Lessee shall comply with all applicable laws applicable to Lessee's use of the Demised Premises, the breach of which might result in any penalty on Lessor or forfeiture of Lessor's title to the Demised Premises. 8.2. Lessee shall not commit waste on the Demised Premises except as necessary for the removal or construction of any buildings and Lessee Improvements on the Demised Premises. SECTION 9. ALTERATIONS Lessee shall not during the term of this Lease make any alteration, addition, or modification to the exterior of the Demised Premises or the improvements thereon without the prior written approval of Lessor in Lessor's sole discretion. Lessee shall not during the term of this Lease make any alteration, addition, or modification to the interior of the Demised Premises or the improvements therein in excess of $'1 0,000 without the prior written approval of Lessor in Lessor's sole discretion. SECTION 10. USE OF DEMISED PREMISES 10.1. Lessee shall use the Demised Premises primarily for an ice rink and shall not use or allow the Demised Premises or any buildings or Lessee Improvements thereon or any appurtenances thereto, to be used or occupied for any unlawful purpose or in violation of any certificate of occupancy. Lessee may use the Demised Premises occasionally for other uses when it is not being used as an ice rink, without notice to Lessor. Lessee will not suffer any act to be done or any condition to exist within the Demised Premises or in any Lessee Improvement thereon, or permit any article to be brought therein, which may be dangerous, unless safeguarded as required by law, or 1 OO2O9balFinal -5- which may, in law, constitute a nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. 10.2. Parking. All other recreational uses, including but not limited to baseball, softball, skate boarding, fishing, soccer and rugby, shall have precedence over Lessee with respect to the use of Lessor's parking lot. Lessee shall cooperate with Lessor to avoid conflicting use of Lessor's parking lot and shall notify Lessor in advance of any anticipated high use of the parking lot. 10.3 Recognition Agreement. In the event of cancellation or termination of the Lease or of the surrender or rejection thereof (other than in connection with any action, inaction or default of Battlefield Dubuque, LLC ( "Battlefield ") under that certain Ice Usage Agreement, dated as of August 5, 2009 ("Ice Usage Agreement ") by and between Lessee and Battlefield), whether voluntary or involuntary or by operation of law, prior to the expiration or earlier termination of the Ice Usage Agreement including any extensions or renewals of the Ice Usage Agreement, then Lessor agrees, and agrees to cause any new lessee of the Demised Premises, to enter into a written agreement recognizing all of the rights that Battlefield has under the Ice Usage Agreement on the same terms, covenants and conditions provided in the Ice Usage Agreement as in effect immediately prior to such cancellation or termination, for so long as the Ice Usage Agreement has not been terminated. SECTION 11. INSURANCE 11.1. Lessee shall at all times during the term of this Lease maintain insurance on the Demised Premises of the following character: (1) Insurance against loss or damage by fire and other risks and perils from time to time included under standard extended coverage endorsements in an amount equal to not less than ninety percent (90 %) of the replacement value of the Demised Premises and the Lessee Improvements. (2) Insurance as set forth in the Lessor's standard Insurance Schedule for Lessees of City Property, as such uniform, standardized schedule may from time to time be amended. The current Insurance Schedule is attached to this Lease Agreement as Insurance Schedule A. 11.2. Such insurance shall be written by companies legally qualified to issue such insurance in the State of Iowa and such insurance shall include as an additional insured, Lessor, or its assigns, as their interests may appear. Such insurance, shall also name Battlefield Dubuque, LLC and its respective officers, directors, employees and agents as additional insureds. The insurance afforded to the additional insureds must be primary insurance over any other valid or collectible insurance which the additional insureds may have with respect to Toss under the listed policy as described herein. Such insurance policy naming Battlefield Dubuque, LLC as an additional insured shall be endorsed to include a waiver of subrogation against the additional 1OO2O9balFinal insureds with respect to all claims arising from the use or operation of the Demised Premises or of the operation of Battlefield Dubuque, LLC while in the Demised Premises on behalf of the additional insureds. Lessor shall not be required to prosecute any claim against any insurer or to contest any settlement proposed by any insurer, provided that Lessee or any additional insured may, at its cost and expense, prosecute any such claim or contest any such settlement, and in such event Lessee may bring any such prosecution or contest in the name of Lessor, Lessee, or both, or in the name of either, and/or an additional insured, and Lessor shall cooperate with Lessee, or any additional insured, and will join therein at Lessee's, or such additional insured's, written request upon receipt by Lessor of an indemnity from Lessee against all costs, liabilities, and expenses in connection with such cooperation, prosecution, or contest. 11.3. Lessee shall deliver to Lessor and the additional insureds promptly after the execution and delivery of this Lease the original or duplicate policies or certificates of insurers satisfactory to Lessor evidencing all the insurance which is then required to be maintained by Lessee hereunder, and Lessee shall, within 30 days prior to the expiration of any such insurance, deliver other original or duplicate policies or other certificates of the insurers evidencing the renewal of such insurance. Should Lessee fail to effect, maintain, or renew any insurance provided for herein, or to pay the premium therefor, or to deliver to Lessor any of such policies or certificates, Lessor or the additional insureds, at their option, but without obligation so to do, may procure such insurance, and any sums expended by it to procure such insurance shall be additional rent hereunder and shall be repaid by Lessee within 30 days following the date on which demand therefor shall be made by Lessor or shall be a reimbursable expense to the additional insureds to be repaid within 30 days following the date on which demand therefor shall be made by the additional insureds. Such insurance policy(ies) shall contain a provision that such policy(ies) shall not be canceled or reduced in scope without thirty (30) days prior written notice to Lessor. 11.4. Each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Lessor, Lessee and the additional insureds each hereby releases and waives all right of recovery against the other or anyone claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if all releasors' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance, and also provided that such policies can be obtained without additional premiums. Lessee acknowledges that Lessor will not carry insurance on Lessee's furniture and/or furnishings or any trade fixtures or equipment, improvements, or appurtenances removable by Lessee or Lessee's leasehold improvements and agrees that Lessor will not be obligated to repair any damage thereto or replace the same. 11.5. Lessee shall notify Lessor immediately in the case of damage exceeding $10,000.00 in amount to, or destruction of, any Lessee Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net 100209balFinal -7- Proceeds), shall be paid directly to Lessee and/or the additional insureds as their interests may appear, and Lessee shall forthwith repair, reconstruct and restore the Lessee Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Lessee shall apply the Net Proceeds of any insurance relating to such damage received by Lessee to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Demised Premises (as its interests may appear). Lessee shall complete the repair, reconstruction and restoration of the Lessee Improvements whether or not the Net Proceeds of insurance received by Lessee for such purposes are sufficient. SECTION '12. LESSOR'S WARRANTIES AND REPRESENTATIONS 12.1. Lessor's Representation Of Good Title. Lessor covenants and warrants that its is lawfully seized in fee simple of the Demised Premises, and that it has full right and authority to enter into this Lease for the full term hereof, and covenants and agrees that upon paying the rent provided for herein, and upon Lessee's performing the covenants and agreements of this Lease required to be performed by said Lessee, that it will have, hold and enjoy quiet possession of the Demised Premises. Lessor warrants to Lessee that the Demised Premises are properly zoned for the conduct of the operation of Lessee's business. 12.2. Lessor covenants and agrees that Lessee shall have no responsibility for or liability arising from any Hazardous Substance. which was in, on or about the Demised Premises prior to the commencement date of this Lease ( "Prior Hazardous Substances ") or which leach or migrate upon the Demised Premises from any property owned by Lessor or their affiliates ( "Lessor Hazardous Substances "). 12.3. For the purposes of this Lease, "Hazardous Substance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local government, the State of Iowa or the United States Government. It includes, without limitation, any material or substance that is (1) defined as a "hazardous substance" or "hazardous waste" under Chapter 455B, Iowa Code, (11) petroleum and petroleum products, (iii) asbestos, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. §1321), (v) defined as a "hazardous waste pursuant to §1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to §1O1 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.C. §9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. §6991 et seq. SECTION 13. INDEMNIFICATION 100209balFinal -8- 13.I . Indemnification of Lessor. Except as otherwise provided herein, Lessee shall protect, indemnify, and save harmless Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Lessor by reason of (a) any accident, injury to, or death of persons or loss of or damage to property occurring on or about the Demised Premises during the term of this Lease and resulting from any act or omission of Lessee or anyone claiming by, through, or under Lessee during the term of the Lease; and (b) any failure on the part of Lessee to perform or comply with any of the terms of this Lease. In case any action, suit, or proceeding is brought against Lessor by reason of such occurrence, Lessee will, at Lessee's expense, resist and defend such action, suit, or proceeding, or cause the same to be resisted and defended by counsel approved by Lessor. 13.2. Indemnification of Lessor. Except as otherwise provided herein, Lessor shall protect, indemnify, and save harmless Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Lessee by reason of (a) any accident, injury to, or death of persons or loss of or damage to property occurring on or about the Demised Premises during the term of this Lease and resulting from any act or omission of Lessor or anyone claiming by, through, or under Lessor during the term of the Lease; and (b) any failure on the part of Lessor to perform or comply with any of the terms of this Lease. In case any action, suit, or proceeding is brought against Lessee by reason of such occurrence, Lessor will, at Lessor's expense, resist and defend such action, suit, or proceeding, or cause the same to be resisted and defended by counsel approved by Lessee. SECTION 14. CONDEMNATION 14.1. Entire Condemnation. If at any time during the term of this Lease all or substantially all of the Demised Premises or the improvements thereon shall be taken in the exercise of the power of eminent domain by any sovereign, municipality, or other public or private authority, then this Lease shall terminate on the date of vesting of title in such taking and any prepaid rent shall be apportioned as of said date. Substantially all of the Demised Premises and the improvements thereon shall be deemed to have been taken if the remaining portion of the Demised Premises shall not be of sufficient size to permit Lessee and/or Battlefield Dubuque, LLC to operate its business thereon in a manner similar to that prior to such taking. 14.2. Allocation of Award. Any award for such taking of all or substantially all of the Demised Premises shall be paid to the parties hereto in accordance with the following: (1) To Lessor, the amount of the award attributable to the Demised Premises, determined as if this Lease was not in effect at the time of such award, excluding therefrom the amount of the award attributable to the improvements, and all other sums not directly attributable to the value of the Land constituting the Demised Premises. 1OO249ba1Final -9- (2) To Lessee, the entire award except that portion allocated to Lessor above, including but not limited to, the value of the improvements plus any other amount assessed for Lessee. Lessee hereby assigns one -half of its rights to any such condemnation or taking awards or proceeds to Battlefield Dubuque, LLC. 14.3. Partial Condemnation. (1) If less than all or substantially all of the Demised Premises or the improvements thereon shall be taken in the exercise of the power of eminent domain by any sovereign, municipality, or other public or private authority, then Lessee and Battlefield Dubuque, LLC, at their option upon mutual agreement, may elect to continue this Lease in full force and effect or terminate this Lease. If Lessee shall elect to maintain this Lease in full force and effect, the entire award for such partial condemnation shall be paid over jointly to Lessee and Battlefield Dubuque, LLC, and Lessee shall proceed with reasonable diligence to carry out any necessary repair and restoration so that the remaining improvements and appurtenances shall constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Lease. In the event Lessee elects to continue this Lease in full force and effect after a partial condemnation, there shall be no abatement in the Basic Rent Lessee is required to pay hereunder. (2) Should Lessee elect to terminate this Lease upon a partial condemnation, Lessee shall provide Lessor with written notice of such election within thirty (30) days after the date of vesting of title for such taking. Lessee shall specify in such written notice the date on which this Lease shall terminate, which date shall be not less than 60 days nor more than 360 days after delivery of such notice to Lessor (the Termination Date). In the event Lessee terminates this Lease, as provided for in this Section 13.3, Lessee shall be entitled to the entire award for such partial taking, and Lessee hereby assigns any such award to Battlefield Dubuque, LLC. 14.4. Temporary Taking. If the temporary use of the whole or any part of the Demised Premises or the Lessee Improvements thereon or the appurtenances thereto shall be taken at any time during the term of this Lease in the exercise of the power of eminent domain by any sovereign, municipality, or other authority ( "Condemning Authority "), the term of this Lease shall not be reduced or affected in any way, and Lessee shall continue to pay in full the rent, additional rent, and other sum or sums of money and charges herein reserved and provided to be paid by Lessee. Each of Lessee and Battlefield shall have the right to make claims for whatever damages it may be entitled to as its interests may appear and each such party shall keep for its own account whatever award, if any, is determined to be owing to such party. Lessee shall repair and restore any and all damage to the Demised Premises and the improvements as soon as reasonably practicable after such temporary taking. 14.5. Effect of Taking. If any taking renders the construction of the meeting and entertainment center or hotel any impossible, financial penalties set forth in Section 1.3 p v 100209balFinal -10- (regarding the meeting and entertainment center) or Section 24.5 (regarding the hotel) shall not be applicable. SECTION 15. ASSIGNMENT AND SUBLETTING 15.1. Lessee shall not assign or transfer this Lease or sublease the whole or any part of the Demised Premises without the prior written consent of Lessor and Battlefield. 15.2. In the event that the the Lease is assigned, transferred or the whole or any part of the Demised Premises is sub - leased to a third party other than Battlefield prior to the expiration or earlier termination of the Ice Usage Agreement including any extensions or renewals of the Ice Usage Agreement, then the Lessor shall require such new lessee to enter into a written agreement recognizing all of the rights that Battlefield has under the Ice Usage Agreement on the same terms, covenants and conditions provided in the Ice Usage Agreement as in effect immediately prior to such assignment, transfer or sublease. SECTION 16. DEFAULT 16.1. Lessor's Rights in the Event of Lessee's Default. Subject to Sections 10.3 and 16.2, if Lessee shall fail or neglect to observe, keep, or perform any of the covenants, terms, or conditions contained in this Lease on its part to be observed, kept, or performed, and the default shall continue for a period of thirty (30) days after written notice from Lessor setting forth the nature of Lessee's default (it being intended that in connection with a default not susceptible of being cured with diligence within thirty (30) days, the time within which Lessee has to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence), then and in any such event, Lessor shall have the right at its option, on written notice to Lessee, to terminate this Lease and all rights of Lessee under this Lease shall then cease. Lessor, without further notice to Lessee, shall have the right immediately to enter and take possession of the Demised Premises with or without process of law and to remove all personal property from the Demised Premises and all persons occupying the Demised Premises and to use all necessary force therefor and in all respects to take the actual, full, and exclusive possession of the Demised Premises and every part of the Demised Premises as of Lessor's original estate, without incurring any liability to Lessee or to any persons occupying or using the Demised Premises for any damage caused or sustained by reason of such entry on the Demised Premises or the removal of persons or property from the Demised Premises. 16.2. Rights of Holder of Encumbrance in Event Lessee Defaults. If Lessee fails or neglects to observe, keep, or perform any of the covenants, terms, or conditions contained in this Lease on its part to be observed, kept, or performed, the Holder of any indebtedness secured by an encumbrance on the leasehold estate under this Lease shall have thirty (30) days after receipt of written notice from Lessor setting forth the nature of Lessee's default and a reasonable time thereafter if it shall have commenced foreclosure or other appropriate proceedings in the nature thereof within such thirty (30) 1 OO2O9balFinal --11- days and is diligently prosecuting such proceedings, within which to endeavor to make good or remove the default or cause for termination of the Lease. All right of Lessor to terminate this Lease on the failure or neglect of Lessee to observe, keep, and perform the covenants, terms, and conditions of this Lease, is, and shall continue to be, at all times prior to payment in full of the indebtedness to the Holder of Lessee, subject to, and conditioned on, Lessor's having first given the Holder written notice thereof and the Holder having failed to cause the default or cause for termination to be made good or removed within thirty (30) days after receiving written notice of default or cause for termination or within a reasonable time thereafter if it shall have commenced foreclosure or other appropriate proceedings in the nature of foreclosure within such thirty (30) days and is diligently prosecuting such proceedings. In the event that the Lease is terminated due to the Lessee's bankruptcy, insolvency or other proceedings, and in the event the Holder has complied with the terms of this Section 15.2, then Lessor at Holder's option, shall enter into a new lease with Holder or the successful bidder at foreclosure on the same terms as this Lease, for the term then remaining, and specifically preserving all unexercised options. In the event that Holder or a successful bidder enters into a new lease pursuant to the foregoing sentence, such Holder or such successful bidder shall enter into a written agreement recognizing all of the rights that Battlefield has under the Ice Usage Agreement on the same terms, covenants and conditions provided in the Ice Usage Agreement as in effect immediately prior to such termination. 16.3 Lessee's Rights in the Event of Lessor's Default. If Lessor shall fait or neglect to observe, keep or perform any of the material covenants, terms or conditions contained in this Lease on its part to be observed, kept or performed, and the default shall continue for a period of thirty (30) days after written notice from Lessee setting forth the nature of Lessor's default, it being intended that in connection wtih a default not susceptible of being cured with diligence within thirty (30) days, the time within which Lessor has to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence, but in no event longer than ninety (90) days, then and in any such event, Lessee shall have all rights available to it provided by law or equity. 16.4 Third Party Rights in Termination. In the event that this Lease is terminated for an y reason prior to the Lease Expiration Date, then Lessor shall, no more than thirty (30) days following the date of such termination, provide written notice to Dubuque Racing Association, LTD (DRA) and Battlefield that this Lease has terminated and offer to DRA the right to enter into a new lease, on the same terms and conditions as this Lease, for the term then remaining, and specifically preserving all unexercised options. DRA shall have thirty (30) 'days after receipt of such notice to accept such offer and enter into a new lease with Lessor. In the event DRA fails to accept such offer and enter into a new lease with Lessor within such thirty day period, Lessor shall provide written notice to Battlefield that DRA has failed to accept Lessor 's offer to enter into a new lease and shalt offer to Battlefield the right to enter into a new lease, on the same terms as this Lease, for the term then remaining, and specifically preserving all unexercised options. Battlefield shall have thirty (30) days after receipt of such notice 1 OO2O9balFinal -12- to accept such offer and enter into a new lease with Lessor. Without regard to whether Battlefield or DRA enters into a new lease with Lessor pursuant to this Section 16.4, Lessor shall, and shall cause any new lessee of the Demised Premises to, enter into a written agreement recognizing all of the rights that Battlefield and the parties to the Management Agreement (as defined in the Development Agreement) have under the Ice Usage Agreement and the Management Agreement, on the same terms, covenants and conditions provided in the Ice Usage Agreement and Management Agreement as in effect immediately prior to the termination of this Lease. SECTION 17. RIGHT TO CURE OTHER'S DEFAULTS Whenever and as often as a party shall fail or neglect to comply with and perform any term, covenant, condition, or agreement to be complied with or performed by such party hereunder, then, upon thirty (30) days' prior written notice to such defaulting party, the other party, at such other party's option, in addition to all other remedies available to such other party, may perform, or cause to be performed, such work, labor, services, acts, or things, and take such other steps, including entry onto the Demised Premises and the Lessee Improvements thereon, as such other party may deem advisable, to comply with and perform any such term, covenant, condition, or agreement which is in default, in which event such defaulting party shall reimburse such other party upon demand, and from time to time, for all costs and expenses suffered or incurred by such other party in so complying with or performing such term, covenant, condition, or agreement. The commencement of any work or the taking of any other steps or performance of any other act by such other party pursuant to the immediately preceding sentence shall not be deemed to obligate such other party to complete the curing of any term, covenant, condition, or agreement which is in default. SECTION 18. QUIET ENJOYMENT Lessor covenants that at all times during the term of this Lease, so long as Lessee is not in default hereunder, Lessee's quiet enjoyment of the Demised Premises or any part thereof shall not be disturbed by any act of Lessor, or of anyone acting by, through, or under Lessor. SECTION 19. WAIVER No waiver by Lessor of any breach by Lessee of any term, covenant, condition, or agreement herein and no failure by Lessor to exercise any right or remedy in respect of any breach hereunder, shall constitute a waiver or relinquishment for the future of any such term, covenant, condition, or agreement or of any subsequent breach of any such term, covenant, condition, or agreement, nor bar any right or remedy of Lessor in respect of any such subsequent breach, nor shall the receipt of any rent, or any portion thereof, by Lessor, operate as a waiver of the rights of Lessor to enforce the payment of any other rent then or thereafter in default, or to terminate this Lease, or to recover the Demised Premises, or to invoke any other appropriate remedy which Lessor may select as herein or by law provided. 100209balFinal -13- SECTION 20. SURRENDER Unless otherwise agreed, Lessee shall, on the last day of the term of this Lease or upon any termination of this Lease hereof, surrender and deliver up the Demised Premises, with the improvements then located thereon into the possession and use of Lessor, without fraud or delay and in good order, condition, and repair, free and clear of all lettings and occupancies, free and clear of all liens and encumbrances other than those existing on the date of this Lease and those, if any, created by Lessor, without (except as otherwise provided herein) any payment or allowance whatever by Lessor on account of or for any buildings and improvements erected or maintained on the Demised Premises at the time of the surrender, or for the contents thereof or appurtenances thereto. At Lessor's option, Lessee shall remove any or all of the Lessee Improvements located on the Demised Premises. Provided, however, that Lessee's Trade Fixtures, personal property, and other belongings of Lessee or of any sublessee or other occupant of space in the Demised Premises shall be and remain the property of Lessee, and Lessee shall have a reasonable time after the expiration of the term of this Lease to remove the same. SECTION 21. MEMORANDUM OF LEASE Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Lease in form suitable for recording setting forth the names of the parties hereto and the term of this Lease, identifying the Demised Premises, and also including such other clauses therein as either party may desire, except the amounts of Basic Rent payable hereunder. SECTION 22. NOTICES 22.1. All notices, demands, or other writings in this Lease provided to be given or made or sent, or which may be given or made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: TO LESSOR: TO LESSEE: City Manager City of Dubuque, Iowa 50 West 13th Street Dubuque, Iowa 52001 F. Robert Woodward, III, Po Box 1816 Dubuque, IA 52004 l DD2O9balFinal -14- 22.2. The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided. SECTION 23. MISCELLANEOUS 23.1. Time of the Essence. Time is of the essence of this Lease and all of its provisions. 23.2. Governing Law. It is agreed that this Lease shall be governed by, construed, and enforced in accordance with the laws of the State of Iowa. 23.3. Attorney Fees. In the event that any action is filed in relation to this Lease, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 23.4. Paragraph Headings. The titles to the paragraphs of this Lease are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Lease. 23.5. Modification of Agreement. Any modification of this Lease or additional obligation assumed by either party in connection with this Lease shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 23.5. Parties Bound. This Lease shall be binding on and shall inure to the benefit of and shall apply to the respective successors and assigns of Lessor and Lessee. All references in this Lease to "Lessor" or "Lessee" shall be deemed to refer to and include successors and assigns of Lessor or Lessee without specific mention of such successors or assigns. 23.7. Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 23.8. Use of Tobacco Products. The use of tobacco products in any building on the Demised Premises is prohibited and Lessee shall use its best efforts to enforce such prohibition. The use of tobacco products outside of any buildings on the Demised 1 OO2O9balFinal -15- Premises shall be allowed only in areas designed by Lessee and Lessee shall use its best efforts to enforce such restriction. 23.9. Nondiscrimination. Lessee shall not discriminate against any person for employment or use of the Demised Premises or Improvements thereon because of race, religion, color, sex, sexual orientation, national origin, age or disability. 23.10. Battlefield Dubuque, LLC as Third -Party Beneficiary. It is the expressed intent of Lessor and Lessee that Battlefield Dubuque, LLC shall be a third-party beneficiary of Sections 11.2, 11.3, 11.4, 11.5, 14.1, 14.2, 14.3, 14.4, and 16.1 herein. LESSOR: [SEAL] CITY OF DUBUQUE, IOWA Att- :t: eanne F. Schneider, City Clerk By: p Roy D. B ol, Mayor 1OO2O9ba1Final -16- LESSEE: DUBUQUE COMMUNITY ICE & RECREATION CENTER, INC. By: . Robert Woodward, 111, President t // EXHIBIT LIST Ex. A The Demised Premises Ex. A-1 Insurance Schedule Ex. B Minimum Improvements -18- EXHIBIT A THE DEMISED PREMISES A part of Mineral Lots 298 and 299 in Fractional Section 19, T89N, R3E, 5th P.M., in the City of Dubuque, Iowa, containing 6.63 acres, more or less, subject to easements of record and not of record, as shown on the attached Exhibit A-1. -19- EXHIBIT A-1 W M Z rn rn U w W Z Q O U w z ~~ ~~ ~~~ H _ W ~~~ O~U tW~~ ~ ~ ~ ~ W ~ ~ ~ v, ~ ~ t?p~~, o J ~+ Z ~ J gf-a rn WZ~ vga U a~ ~ LL 0 Z`~ ~~~~ ~~ ~~~ ~ ~~ 23~~ ~ v .1'1135 ~~pb ~ ,~~.~~a v .rip ~" ~~ ~m~~ v~~ ~`~ h N ~ Z a V~ ^~^ N ASS ~$ ~~ 2 ~D W _<~$ 2 ~ ~ ~ ~ •~ss O ~Q m ~ ~ v ~ WVc~+t~O d ~ ~ O ~U m p ` ~ ~ '~Q Q ~ ~~~o o~ ~a O W ~31'3dC~ W U aJm ~. 1~9~ ~ y '~ ~~~y''~a~ "~ ~,~~ `ei Rio o~" ~' , Wama ~W Q 0 0 m ~- 0 z_ N .~ s S N Ii e J U O a N h ~ U 4~ r (~ ~ Z R _20_ INSURANCE SCHEDULE -21- INSURANCE REQUIREMENTS FOR LESSEES AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide. 2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of cancellation to the City of Dubuque, except for 10 day notice for non-payment, if cancellation is prior to the expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. Lessee shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such certificates shall include copies of the following policy endorsements: a) Commercial General Liability policy is primary and non-contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. Lessee shall be required to carry the following minimum coverage/limits or greater if required by law or other legal agreement: a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions from the standard ISO commercial general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. -22- INSURANCE SCHEDULE A (Continued) INSURANCE REQUIREMENTS FOR LESSEES AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE Governmental Immunity Endorsement identical or equivalent to form attached. Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers shall be named as an additional insured on General Liability Policies using ISO endorsement CG 20 26 0704 "Additional Insured -Designated Person or Organization," or it's equivalent. -See Specimen b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 c) LIQUOR OR DRAM SHOP LIABILITY UMBRELLA EXCESS LIABILITY Coverage to be determined on a case by case basis by Finance Director. Completion Checklist ^ Certificate of Liability Insurance (2 pages) ^ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) ^ Additional Insured 20 26 07 04 ^ Governmental Immunities Endorsement -23- CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non-Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN -24- POLICY hltJMt3t"fi COtY11NtRCW.. G~IVERAL LIw131LITY cx320~a~u~ THIS EA1DClRSEMENT GRANGES THE PQLI~Y~ PI.~ASE READ IT CAREFULLY. AQDITI~NIa-L. IN~UREQ - t]~St~NA'1'Eti PERSQN QR QRINIZATIaN This er-dorsement modifies insurance provided unrkrr the iall~wing: OOMMEg.CIAL ~EMERAI ItABIE.ITYC41lERAGE PART SrCHEDIJI.I: ____.. _- ne O~lldditiunal tncured Pvrsontsll Or t7~anl~atbn~s ThE Ci;~r of Dubuque, including III its ele~tflrt ~r.d apPninrsd officials, all iLS enploye~s and v41ur~C~e~rs: all i~~ h~~ards, t=amnrissians and/or authorities endi their ta~ar4E members, em~lt~.yees and volunteers. i if rx~t ~hc~m above, 'rfili be sl?own in the per,{erekiare. $~;lipn II - WI1o ~ Ao Insured is arnCnded 1C in- aludt ss sn ettditiona insu and the pcxsor~{:,} cr ix~ni z~tion~s} stwtivn in the Schedule, but only with re9pect tie lial)Ilrty for "hcviil~ injury" "prgpe~iy dema~e" ar "personal end edvertisirg injury caused, in mole or in pert by your acle or ornissior~ or the acts a< omis- sions of muse acting on your babel#: A, !n the perbormence of your onpdng operations: ar B. In connection ~ailh yraur premises awned by ar re~nt~r'J In yrni rr; ~n ~a n~ na r-•T' ~' ~.. ';, ~ - - A ISCl Psoaer#ies Inc.. 2~4 Page 1 of 1 ^ -25- ............ 4~lTp ANA4GRYYY) .~.+~~?.$.~,, CERTIFIG~-TE QF LIABILITY IIVURANGE oz~z~~zoos r~n~tH (563556-0272 FAK (5b3y556-44t5 THIS CERTIFICATE {.S ISSUED AS A MATTER OF IHF01iMATK7N ~~~~ A(iEEVCY ONLY AND GONE MQ RISHTS UPON THfi CERTIFICATO 5 I Itt£i AUI)RESS ACCT, ~~R T[~1E _o~_or~rE~R~.c3~ ~~~ ~~YTn~IE~dL'lG~ B~~EI.~4YM. Etlr. SIAiE, ZIP CDDE INSURERS A!TORDING COYERA~CE NJ4rC 0 ~"siir,En Cblp~lyp _._- ~:.t•rN~ Insurance CcTl~asy Stmt Address r~c;..nr•, ~ _.__~ City S[?!1<il~ lip Cede N:..a•tu.: _~._ . .. Ac;..,•x .e , _...... _ _. INti..t•1-~ - W,TI ICIF~ K]F Iri~l IP.!l.1~E U31 E`+ ~SCLAP! I rtilC DI=N °lu°il1EA ~ THE INSUraeFn NAYTtU Atl+f.Yvk t{Mt 1 Me t"'J THF LII;Y ~tl{IUU IPIUrL;lr. l tLF. h4:1 Yll l H:i 1 ANC>iNlp~ . TEg1A'.k2 S;CINUII M_N+1 GF hriY 1: (W TfLS[`T C.A fYT'PfR DO~LMlIENT MJRH RESF'EfCi' 7C?'/4HIG ANY 11E{}JIrcEMEYT H ' H13 (;6N t9GIf,A T4_ (11A'y Pr IS.S JFh t7Q c rusty ~=gTJ4~+ THU INSUPJ-NCL /1«CR]~ 5Y'CHE E'4:.I:dElw f~.tiliRlllEU -16NNIN k.SSU1IJlCT 70111.1. TII[ "EJifd S E><iG_I:Sk7NS ~•JiD G~N[fR10N5 t}F 5uc,1 P410ES. as[.~gF^,/~FF I ltllT'3 3i-1[]4tN iWY HAlk B~LN K1.UUGJJ :rY 'lV13 C;.R1Mfis _._...... ... .. _ . _.. 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Li1fs11.tTY . • fare I rr, :t wA nt.e ~ CLCIIh ~ CWk'S 5W3E i ps:~P.[L:V•TC _ S _---- _ i 1 f4f: f,3V t7:9i g ~ fIT: 9iTAtl1 1 1711, WTiIERl11lL OQMI!ltWl1Y9R AID . i1ur,.nhtaxs•t.trai.ml ' EL.=1+CF+i~.,.t^.Fkr s 1.Q4,~ ~ nNYM2CPPoFi. .R.FfR?TEAEAEi7JT!v£ [x t~l~a+sY.ewttf+t~s:1.a..'tvr ,LLG~::J.SC-C'•CVPtTWIt. S ~OOIO __ N ~ ~ it w-.+, r.M r st.uPrer,TSlor~raw. __r E~ LISEAliC Pruc~l~nl a giyp,(3 ..__ UIIttH .,.._. _. .. ....._ ~.,_ CITY' I~ aU6UQUE IS I iSTEO AS Ild~l'~ATN~iIT'~0#IAL IMIS~tED ON ~fI~ERAL t.IABILITIf PDI IC;tES t1S1t~fG IS© Et~tSE- FORME CIG 20 Z6 07 04 "JII]DI77t71ti41. I1+15UREL]-aE.SICJ~tATEE} PER~1 tIR OIRJ14'VI,ZATII~#i" OR IT5 £QUIiIIL.AhtT. :RAE LIIVBILITY POLICY I5 PRTpIAIiY ANp NON-COMTRIIUTIhG. FONM CG Z5 04 d3 97' "t>ESIGNATED LOCATIE'• KCAL LIIyBILITY JI~~NEGATT: 4tNI;f SkUlLL BE INO..UOIED. tJ04ERNE~ITAI. IfsIMUNTTI~~ tNl)OR5E31ENT I'S INCLEIt?ED, POLICIES SHALL E3E EN~ORS[I7 7t1 PIdWIQE 30 DAY MIYANCE NQTICE Qf CANCECLATIQiN TD CITY OF DtEBUQIJE QTY OF OU6U~IE aTY EEALL 50 W, 13TH STREET UtRIV(Rtt., lA 52001 BMOILD AN1f OF iHEABIDLE DE~CpeED FOUGI[S O: GRYr+Tt.LCO exrTaut tMt E7{PIRATIIirI >ii1TE TIEIiEAF, THE 186UMK NSIAiJt 1Ml t. ~ ~Ial _:~~ OAYY Y/FRTEN MOTIGE Tf0 TAE GEP"TF4C+Tr TM7 l7lR xarm TO Yt~ I.trT, I~I>~cxlixl~a~xx 1~CQRt} 25120011081 6aACO~R47 CiDRP[IIUTIQN 19188 -26- IMPt,~11~TANT If 1hC GCrtiF~tC h4id~r IS nn ADDiI iUtdAt. INSVftEU. Herr pulpc:Y{isac~ r~~.fsit7~ e+;~.r~~3. A bt3temenl un ibis C~:fU71Ga.UE? 4oeS not confer ~~ tD tlta eatlifiea~e huldCr in lira of taa~r r.,uk,ri~erirent(s). H SUBFtS1~ATICyN IS YIAIVED, sufrlar* to file trarria aat~i cvnditie;irs ~1 IFrC lecla,7, ak+'Iain pdicies may ~bquirn t~tt emt~orserrerrt. A stateneent on this ceAi6~dta s ru'1 r;~xrtrr ,iylrly Ir: Itt- ~~rtif~le holdEx in G~au oT sucr enerx:~amEnt(s~. 41$C(t.A1MER 7 he Cer+.ifeeat~ of tnsup'B+nCP nn ihP. retir_rne cede of ffi s fxm daua rent wr~stilal~: ;~ t7+uritaarat l~tvr~an the ~asui*yg insufCf(3!, FRltl'4QI~Cd ft:preSentatlve nr popdtec~r, and the call~iaalie trcr'tla~, r~r Jta~c iI attrrrraii rely ur nc~g:tlivrxly ~rnew-st, extend ar atoer th£4 corerage a~torded LYE ttra puliuiGS~ liste~.t tlrrr r.+u, SPECIMEN A~QRD 2b (20oilOil -27- F~UG4' MLIM.gEft: C~iMMER~CIAL GENEI?AL LIABILITY Gt3 25 ~ 03 8T PHIS ENi~iJt~SE11~El11T ~HAN~S THE iP~?LI~Y. PLEAE-E RE~-C7 IT ~Ai~EFUL.LY, L~ESI~~IATEC~ L~i~-Tlt~~{ } GENERA ~A~F~E LlIIIIlT ATE TFus ~sndorbrinntrnt modifies ~~uranc~ irm4-rt~! unck~r fhb kliau7ng: COhAti1ER~lAL GEIVER+4L LIARIt IYY ~C3VE~,~'E FART S~1-I>f'~1LE ._,.. I]~lgnats~i Loceti~orr(ey: . _ , .~__ I f n~ cfiatr~ appaars at~~. irtfom'-atiCn requit+eai ttr caomplet~ this endar~mesni aril h~ ~Ircrtiurr in itee ~+eclarations as avpbc~t~e Ua the ~ncc~rse~,~r#.! A, For all gums ~'hieh the ir~uied i5eermir~ 14c,Itrlfy ot~igat~cJ t~3 f~Y' as dsrnages caueed b71 "nc.GUrrenc~s" urxll~ 1^~CItirFRA~E ~k i'SEGTION 1). ;and fry- all naeciiral expenses ca~rsed kx~ ac~c- dsnis under C;C~VERAtsE C tSECTIgN I~, whim can be attrib~rted only to ~operrdllic~nS of a singFe r~siyrrat~ed °Ipcalivn" sttc}w'n in the Sc^trdu~a a[~O'~£: 1. A setaarate Desig~a~rci Lc~c:~tion Caerrr~rai Aggr~*gele Lirnik applies to +E'ach designates 't4ceifan", and shpt imik ~ egtxrrl t4 ttltr ~,r~°~uid vF ktic ~rsnrsral A~~regate Lim t shown in the Oeclacatk~rts ~. Tho O~signatsd Lnr~tbrr Gx?rtr?rrx: ~~gregale E irarii ix UiG nrusi kc will pap Frsr the sum of al) deun.egee undier C~}'dI~P,GC A, excrypt d~m- ag~s b~acauae of '~bodipy itljury, or "Rrap~rtp s2rmage' irrclu-~e~d ire the 'prarirrc4s~mpleferJ aperaticns haz~tx!", arki far rnc~diral exFeer~es under +CcJVER:~GE C re~ar~dless t~f ftre num- tre! trf: s, ~ nsurecl8, 6. Claims made tx' `wits` tatxx~f d, Uc c. t~ersarr~ ar argan¢a'innR snaking claims cx brirygMlg ,.SWIGS`. 3. Any Rar~rnerrts made under OVERAGE A gar dpm~c~s or urxier C~~RAGE C for m~iir~I expe°rses sharll reduce #e Caesi~- nated I.o~cativrr Grt~~erarl A~y~rrngaid Limit tpr itaa: deaigneta:i `bc,attgn". `uCh p~a~+menis s1A~tl r~cst rA~rxce Ih~e Genera§ ~Sr~:~ip Li~rrik ~rcwn in t~ fk~r'~r~firans nor shall they re- titrce anY vtl'fiE€ Uesi~nated L,o~'ion Geners3l Ag~roAgaUA E.imit fnr srry ~~er ~le$+i~r~tes '1caCatian' Shrnvn iry ~e Seh~duiQ aba-re, ~. The limits $hrr in tlhe D~edaraGions for Each ~r;cutt~r~ Firs C~arn~ and hAedical fEx- ~rSe cantinas tU apply_ iiiawever; ~rstepd of t~iniq subject tca the General fi~gr~rgata Lirryt shirr in itrc4 DE+claratipns, Such limns wfi1 be Su~ij~i ire tha ~pplicabFe Jesigns~rxi t.a^,stfarl Cenarel Ag9re~~te I nnik -28- B. Fca all z~ueai~ wii~;li tti~ in~.,~r~ t~axr-es legalfyr Qblig~ted t~ #~ ~ damages cauat~l by `t~ocurrenc~es`' under ~t7+V'EI~,GE ~ ;~E~TIG~hf I~, and for ail medical ~x~ r..~i.ia~l by sari, duets urtit~r t~t3',~Et~AGE G iSEGTIC?N ly. which c~nrxlt t~ ~rt~ik~utacf only io- ~p~rat ~t a ~In- c~le d~si~r~ai6e~ `Iar~itir~n` Shown in the ~cfiadut~ ~txr~r~l. 1, A~vY p~yrrr msde under C01IER~~E A for darteges ~ .~rt~ CO~I~GE ~ =nr ~ti~edi~l expen~~ shall ~duc~ the arn~rxent a~~ailat~l~ urui~er G~x~l Ag~gragaiD~ Llmlt ~r tlhe Rroc#uc~s-Cur-i~rlGtt~ t7t~+i°5 .+4g- 9~9 LiTrit v~hi~~:r is appticabl~s; and Z ~ pa~yrnt~rts 9hali n~k reties arty De$I~nat~ad Lt~atiian ~ertaral A~gr~ate Lfattil. C. Vldhcn r,,on~ra~g+~ fcr li~aiiit~r ~ri~i~x,~ ~u~t ~:~f the '~t4d4JG1,~, CtatllRlet~d operali~orn~ herd' le pro-.. priced, aryy psymen#s for daar~g~ ib+~Caus~ +~fi 'badi~y injury' or ''prCp~ty dam~1~" ncluded in the "{iniC~duCtS-COtttpl~t~c o~~erallions h~ard~' grill r~dupe tlh~ Pr~du~lamp~l~d i~rsrstivr~ ,- c~rega~ Limit ~~d nc~l reduve t~r;31 }- ~nat~ I~mit nor tl~e L~es~nat~l Lex~rti~n ta~- ~ra ~9re9~1e Limit. Q. ~c~r thb Ctrs trf thi` ~ncki~~ the t~f-ii- 111t1O-11s ~ec~an ~~ cif by Iha ad~itinn oaf fullawing dehnii: `L~aC8litoi° teens ~re.~ises ~vafrr ~~ same or t'xstrrec6.ng forts, or pr~mi~~ w-u~e ccmr-sc- ~vn Is lrrEe'ru~ecl a+nf~{ hY a s'.reei ruadwa~~. Yrd~° #~n~,ay or riigF-:#-cf way oaf a rmilr+D~rt~. E. 1 he ~r4~1I910n9 tyf' I..in C'lf Ins~rer~~ ~~C-GTIC~P~I ill) n!~t txt~~rwise mrxified 6y this ~snckaisecti~r~l ~h~ll cx~irrue ba apply as ~tipulabcd. ^ -29- EXHIBIT B MINIMUM IMPROVEMENTS Building Type: 2-Story Pre-Engineered & Conventional Building. Poured concrete grade beams on deep pile foundation. Pre-Engineered Building has steel frames with wall and roof purlins, metal roof and metal wall panels with some brick veneer. The second floor (concourse level) is precast deck on masonry walls. The conventional construction is masonry bearing with precast deck, brick and stone veneer and glass storefront. Includes Sitework Drives Walks and Seeding. The Minimum Improvements shall also include separate facility public restrooms with not less than three (3) toilets for men and three (3) toilets for women. If the restroom building on the Demised Premises as of the date of this Lease remains, it shall be accessible from the soccer field area and the parking lot area. If a new restroom is constructed, it shall be constructed at a location approved by Lessor. Lessor shall be responsible for the maintenance of the restrooms. Lessee shall restore all landscaping and seeding surrounding the Demised Premises after construction. Approximate Building Size: 62,340 s.f. Main Level 28,965 s.f. Concourse Level Approximate value: $6.276 million (excluding owner-supplied items, design costs and equipment like Zamboni, etc.). -30- -33- \\ Ir ~ ~ ~ - n~~~ ~ ,, ~ ~~~~ ~ \~ ~ ~~ ~~ `~ ~ E~ ~~ - ~ ~ ~ ~- y ~ ~ -~- ~ ~~ ~ ~ ~~ ~ . ~ _ ,~ -~-1 p o ~~ ___ ~ .~. --------- -------- o o ---- ~ ~ __ - ..~ ~ ~ ~ ~ ~ 0 3 _i -' ~ ~ .~~ l -------- ~1 ~ ~~ ~ J L J L __ - A 'lr 1r ~ ,, ~`, ~---------------r-- - - - -------.----------------,~ ~~~ m~ r ~ ~-------------~ ~~ ~~ ~~ -34-