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Consent to Amendment to Sublease Agreement between DRA and IGA Copyrighted July 1, 2019 City of Dubuque Consent Items # 15. ITEM TIT LE: Consent to Amendment to Sublease Agreement between Dubuque Racing Association and lowa Greyhound Association SUMMARY: City Manager recommending that the City Council consent to the Amendment to Sublease Agreement between Dubuque Racing Association and lowa Greyhound Association that extends the sublease to March 31, 2024. SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Approve ATTACHMENTS: Description Type Consent to Amendment to Sublease Agreement City Manager Memo between DRAand IGA-MVM Memo Amendmentto Sublease between DRAand lowa Supporting Documentation Greyhound Association 10-29-2014 DRASubleaseto IGA-RS Supporting Documentation 11-17-2014 City-lowa Greyhound Association Lease Supporting Documentation Agreement 09-04-2018 1stAmendmentto City-lowa Greyhound Supporting Documentation Association LeaseAgreement Dubuque THE CITY OF � uI�AaMca cih DuB E � � I � � I Maste iece on the Mississi i Zoo�•zoiz•zois YP pp zoi�*zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Consent to Amendment to Sublease Agreement between Dubuque Racing Association, Ltd. as Sublessor, and lowa Greyhound Association, as Sublessee DATE: June 27, 2019 Counsel for the Dubuque Racing Association Rich Whitty of O'Connor and Thomas law firm has submitted an amendment to the sublease between the Dubuque Racing Association (DRA) and the lowa Greyhound Association (IGA) By state legislation, the DRA is required to sublease space to the IGA. The initial term of the DRA-IGA sublease expires December 31, 2019. This amendment extends the sublease to March 31, 2024. Senior Counsel Barry Lindahl has reviewed the amendment. I respectfully recommend Mayor and City Council consent to the amendment. � Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Barry Lindahl, Senior Counsel Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Jesus Aviles, Dubuque Racing Association President and CEO AMENDMENT TO SUBLEASE AGREEMENT BETWEEN DUBUQUE RAGING ASSOCIATION, LTD., AS SUBLESSOR, AND IOWA GREYHOUND ASSOCIATION, AS LESSEE This Amendment to the Sublease Agreement (hereinafter "AmendmenY') is made this 2� day of `/�, 2019, by and between the Dubuque Racing Association, Ltd. ("DRA"), an lowa nonprofit corporation (hereinafter "Sublessor") and the lowa Greyhound Association, LLC, an lowa nonprofit corporafion (hsreinafter"Sublessee"). Wifiesseth: WHEREAS, Sublessor and Sublessee are the parties to a Sublease Agreement dated November 14, 2014, a copy of which is aftached hereto; and WHEREAS, the parties by this amendment desire and intend to amend certain provisions of the Sublease Agreement as hereinafter set forth. NOW, 7HEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee, hereby agree as follows: 1. Effective January 1, 2Q20, Section 1 oF the Sublease Agreement is hereby deleted in its entirety and the following placed in its stead: SEC710N 1. TERM; RENT. 1.1 Term (1) In consideration of #he rents hereinafter reserved and the terms, covenants, conditions and agreements set forth in this Sublease, Sublessor hereby subleases to Sublessee the Subleased Premises, subject to any easements and restrictions of record, for a Term commencing on the 15� day of January 1, 2020, and ending on the 315t day of March, 2024 or, if Sublessor's lease of the Subieased Premises is extended to ar beyond December 31, 2024, then ending on December 31, 2024, subject to all the terms, covenants, conditions and agreements contained herein. (2} Sublessee must pay Sublessor {in addition to taxes, fees, assessmenfs and ofher charges required to be paid under the Sublease Agreement by Sublessee) rent for the Subleased Premises, an annual base rent in the amount of Twenty-five Thousand Dollars {$25,000.06) per year on January 1, 2020, and on the first day of January each year thereafter during the Term. 1.2 Sublessee Option to Terminate (1) Sublessee shail have the option to terminate this sublease provided Sublessee gives Sublessor not (ess than three hundred (300} days prior written notice to terminate. As of the Termination Date: {a) afl amounts payable by 5ubiessee under this 5ublease sha(I be paid through the termination date; (b) neither party shall have any rights, liabiiities or obiigations under the Sublease for the period accruing after the Termination Date, except those which, by the provisions of this Sublease, expressly survive the termination o# the Sublease; and (c) Sublessee shall surrender the Subieased Premises in the condition required under the Subiease. 1.3 Sublessee acknowledges and agrees thaf it is the intent of the parties thaf Sublessor must not incur any costs related in any way to the financing, purchase, lease or operation of the 5ubleased Premises which are not paid for or reimbursed by Sublessee as rent or othenvise. 2. Effective January 1, 2d20, Section 2.1(4} of the Sublease Agreement is hereby deleted in its entirety and the following placed in its stead: (4) Live dog racing requirements. The Sublessee must conduct no fewer than ninety-five (95) live race days with nine (9) live races per day during each racing season. Subiessor may, in its sole discrefion, terminate this Sublease on January 1 of the year following the calendar year in which such live dog racing was not conducted by fhe Sublessee. In addition, Subiessor may, in its sole discretion, terminafe this Sublease with sixty (60) days' advance notice in the event that Sublessee informs the lowa Racing and Gaming Commission and/or Sublessor that Sublessee na longer intends to conduct the required minimum number of live dog races during any racing season or Sublessor demonstrates to the satisfaction of the lowa Racing and Gaming Commission that the minimum number of live dog races will not be conducted during any racing season. 3. CONTINUING EFFECT: Except as amended above all other terms and conditions of the Sublease agreement sha11 remain in full force and effect. 4. APPROVAL CONTINGENCY: This Amendment to Sublease is contingent upon the prior approval of (a) DRA's Board of Directors; (b) the City of Dubuque; {c) the lowa Racing and Gaming Commission; and (d) the lowa Greyhound Association. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to 5ublease Agreement as of the date set forfh herein above. �ubuque �fng Association, LTD lowa Greyhound Association . 1 / By: l P�l /� /'� ' � _C27 By�/ Jes� M, Avil�s, President & CEO Brad Boeckenstedt, President � j SUBI.ESSOR SUBLESSEE l SUBLEASE AGREEMENT BETWEEN DUBUQUE RACING ' ASSOCIATION, LTD., AS SUBLESSOR, AND ' IOWA GREYHOUND ASSOCIATION, AS I.ESSEE ' This Sublease Agreement between the Dubuque Racing Association, Ltd. ("DRA"), an lowa nonprofit corporation, as Sub�essor, and the lowa Greyhound Association, LLC, an lowa nonprofit corporation, as Sublessee, is dated for reference purposes this October 29, 2014. Whereas, DRA is the lessee of the real estate and improvements thereon described on Exhibit A attached hereto and by this reference made a part hereof ' (reai estate and improvements collectively referred to as the "said Premises" or ', "Subleased Prernises"); and ' Whereas, DRA, as 9ublessor, desires to sublease said Premises to the lowa Greyhound Association to conduct live dog racing, pari-mutuel wagering on (ive dog races and simuitaneously telecast horse or dog races in accordance with ' the provisions of Senate File 2362 (2014 lowa Acts Chapter 1126) as enacted by ' the 85th lowa General Assembly and signed into by the Governor of lowa on or ' about May 30, 2014; and ' Whereas, the lowa Greyhound Association desires to subiease the said Premises from DRA for such use; and Whereas, DRA and the lowa Greyhound Association desire to enter into this Sublease in connection therewith, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the following mutual terms and conditions: SECTION 1. TERM; RENL 1.1 Initial Term. (1) In consideration of the rents hereinafter reserved and the terms, covenants, conditions and agreements set forth in this Sublease, DRA ' hereby subleases to the lowa Greyhound Association the Subleased Premises, subject to any easements and restrictions of record, for an Initial Term of five years commencing on the 1S� day of Januaty, 2015, and ending on the 315� day of December, 2019, subject to all of the terms, covenants, conditions and agreements contained herein. (2) (a) With respect to all portions of the Subleased Premises other than that portion designated in Exhibit A for the operation of the pan- Pa�;c l mut�el wagering on simultaneously telecast horse or dog races as �! authorized by 5enate File 2362, 85th lowa General Assembly (hereafter ', "SF 2362"), and as a condition this sublease, lowa Greyhound ', Association shail pay, in addition to taxes, fees, assessments, and other ' charges required to be paid by the lowa Greyhound Association under this Sublease, the rentai sum specified in the lease agreement between lowa Greyhound Association and the City of Dubuque for those portions of the racetrack enciosure located outside of the Mystique casino building. (b) For lowa Greyhound Association's operation of pari-mutuei wagering , on simultaneously telecast horse or dog races as authorized by SF 2362 ' and the lowa Racing Association, in the Subleased Premises or any ', portion thereof, the iowa Greyhound Association shall pay, during the ', initial five-year term as rental, on an annual basis, five-percent (5%) of ' import handle on simultaneously telecast horse or dog races, after ' deducting: (a) payouts to wagerers, and (b) operational expenses of simulcasting (which shall not include either (i) capitai expenditures or (ii) expenses from live greyhound racing) caiculated from January 1 through , December 31 of the previous year. lowa Greyhound Association shall ', deliver the annuai payment no later than January 30 each year, with the ', first payment due an January 30, 2016. Any failure to deliver such , payment as and when due shali be deemed a material breach by lowa ' Greyhound Association of this Sublease Agreement. Sublessor may, in ' its sole discretion and without waiver of such breach, extend the date for a rentai payment, provided that any such extension shall bear rate at the rate of 2% compound in#erest per month until paid. 1.2 Optional Renewai Term. (1) lowa Greyhound Association will have a si�gle option to renew this ', Sublease for an additional five years commencing on the 15' day of I January, 2Q20, and ending on the 3151 day of March, 2024. DRA's current ', lease of the said Premises expires March 31, 2024. In the event the City ! of Dubuque and DRA extend the lease for the said Premises to or beyond ' December 31, 2025, the Renewal Term shali end on the 315' day of ', December, 2025. Rent shali be at a fair market rate in addition to taxes, fees, assessments, and other charges required to be paid under this Sublease by the lowa Greyhound Association. (2) If the parties are unable to reach agreement on the fair market rental rate for purposes of the one five-year lease renewal by June 30, ', 2018, and if the lowa Greyhound Association requests arbitration ' concerning the renewal by June 18, 2018, the disputed terms of the Sublease wiil be determined by binding arbitration in accordance with the rules of the American Arbitration Association as of the date for arbitration. A request for arbitration must be in writing and a copy of the request must Page 2 be delivered to the other party. The parties wiil each select one arbitrator and the two arbitrators will choose a third arbitrator to complete the three- person arbitration panel. Each party will deliver its final offer on each of the disputed items to the other party within fourteen days after the request for arbitration. After consuitation with the parties, the arbitrators wiil set a time and piace for an arbitration hearing. The parties may continue to negotiate alI offers until an agreement is reached or a decision is rendered by the arbitrators. For purposes of determining the fair market rental rate for purposes of the one five-year lease renewal, either party may argue, and present arguments and evidence, that the renewal lease rental rate shouid be based upon the market value of simiiarly situated undeveloped land, or upon its use as a greyhound track. The submission of the disputed items to the arbitrators will be limited to those items upon which the parties have not reached agreement. However, the arbitrators have no authority to extend the term of the lease beyond the initial five-year term or the one five-year renewal. Any such arbitration shall take place in the City of Dubuque, unless otherwise agreed. (3) The arbitrators must render a decision within fifteen days after the hearing. The arbitrators wili give written explanation for the decision and the decision of the arbitrators is final and binding on the parties, and any decision of the ar6itrators may be entered in any court having competent jurisdiction. The decision by the arbitrators and tne items agreed upon by the parties will be deemed to be the lease between the parties and such final lease is not subject to the approvai of the governing body of the City of Dubuque, the lowa Greyhound Association, the lowa Racing and Gaming Commission, or any other government body. Each pa�ty to the arbitration will bear its own expenses, including attorney fees, and the parties will share equaily the filing and other administrative fees of the American Arbitration Association and the expenses of the arbitrators. (4} Notwithstanding any other provision of this sublease agreement, or in lowa Greyhound Association's lease with the City of Dubuque for the exterior portions of the racetrack enclosure shown in the attached Exhibit B excluding the maintenance shop shown in Exhibit B-1, no arbitration or mediation provisions shall apply to the renewal or renewai terms relating to simuitaneously telecast horse or dog races, which shaii be at all times a matter of mutual agreement not subject to mandatory mediation or arbitration terms and wholly independent of the sub�ease of the racetrack enclosure for purposes of live greyhound racing. 1.3 fowa Greyhound Association acknawledges and agrees that it is the intent of the parties that DRA must not incur any casts related in any way to lowa Greyhound Association's financing, lease or operation of the Subleased Premises. Page 3 SEGTION 2. IOWA GREYHOUND ASSOCIATION'S OBLIGATIQNS. 2.1 In addition to all other lowa Greyhound Association obligations set forth in this Sublease, this Sublease is contingent upon the following: (1} lowa Greyhound Association obtaining a license pursuant to the requirements of lowa Code § 99D.9A on or before December 1, 2014, and maintaining such license during the entire term of this Sublease. (2) lowa Greyhound Association making an offer of employment to all persons employed (full-time, part-time, or seasonal) by DRA within the racetrack enclosure as of October 31, 2014, in accordance with lowa Gade § 99D.9A, in accordance with lowa Gode § 99D.9A, such employment for seasonal employees to commence at the appropriate times, and for non-seasonal employees on or before January 1, 2015. ' (3) Existing coilective bargaining agreements concerning employees at the racetrack must be honored by the lowa Greyhound Association. ' (4) Live dog racing requirements. The lowa Greyhound Association must conduct, for calendar year 2015, no fewer than sixty live race days ' with nine live races per day during the racing season, and for calendar ' year 2016 and subsequent calendar years covered by the lease, no fewer than ninety-five Iive race days with nine live races per day during each ' racing season. However, upon mutual agreement by the parties, subject ' to approval by the lowa Racing and Gaming Commission, the number of ' race days for one or more live racing seasons may be reduced so long as the lowa Greyhound Association conducts a minimum number of live races and racing days during that season. DRA may, in its sole discretion, terminate this Sublease with respect to live dog racing on January 1 of the year fallowing the calendar year in which such live dog racing was not , conducted by the Iowa Greyhound Association; the lease for the ', Subleased Premises, however, in such event, this sublease shall not ', terminate with respect to lowa Greyhound Association's conduct of pari- ' mutuel wagering on simultaneously telecast horse or dog races at ' Mystique as authorized by SF 2362 and the lowa Racing and Gaming ' Commission, so long as the lowa Greyhound Association remains in fuli compliance with the terms and conditions of this Sublease (except for the conduct of live dog racing}, and in compliance with lowa Greyhound Association's lease with the City of Dubuque for the exterior portions of the racetrack enciosure. 2.2 Neither (a) equipment (including but not limited to the Alldritt Lure System ' and other equipment owned, leased, or rented by DRA, without regard to whether or not it was used by QRA in pari-mutuel wagering and live racing andlor ' simulcasting), nor (b) tumiture, furnishings, or other personal property owned or Page�} leased by DRA at the time lowa Greyhound Association takes possession under ' this sublease or thereafter, is included in this sublease. However, lowa ', Greyhound Association may purchase furniture, furnishings, and equipment ', (including the Aildritt Lure System) used by DRA for pari-mutuel wagering or for live dog races, on such terms as the parties may separately agree, prior to taking possession under this sublease. SECTION 3. ENCUMBRANCE OF LESSEE'S LEASEHO�D WTEREST. 3.1 lowa Grevhound Association's Riqht To Encumber Leasehold Interest. Only with the prior written consent of DRA and the City Councii of the City of Dubuque, in their soie discretion, may the lowa Greyhound Association ' encumber by mo�tgage, deed of trust or other proper instrument, its leasehold interest and estate in the Subleased Premises, as security for any indebtedness of the lowa Greyhound Association or other person or entity, and provided that no such encumbrance may extend beyond the term of this Sublease. The lowa Greyhound Association must provide prompt written request to DRA and the City of Dubuque of any such proposed encumbrance together with a copy of the proposed encumbrance. Such proposed encumbrances shail aiso be subject to approval of the lowa Racing and Gaming Commission. 3.2 Notice To Holder Of Encumbrance� Riqhi Of Holder To Cure lowa Grevhound Association's Oefault. If the lowa Greyhound Association encumbers its leasehold interest and estate in the Subleased Premises and if the lowa Greyhound Association, or the hoider of the indebtedness, its successors and/or assigns (the "Hoider") secured by the encumbrance gives notice to DRA of the existence of the encumbrance and the address of the Holder, then ORA will mail or deliver to the Holder, at such address, a duplicate copy of alI notices in writing which DRA may, from time to time, give or serve on the lowa Greyhound Association under and pursuant to the terms and provisions of this 5ublease. The copies must be mailed or delivered to the Holder at, or near as possible to, the same time the notices are given to or served on the lowa Greyhound ' Association. The Holder may, at its option, at any time before the rights of the lowa Greyhound Association are terminated as provided in this Sublease, pay ' any of the rents due under this Sublease or pay any taxes and assessments, or do any other act or thing required of the lowa Greyhound Association by the terms of this Subiease, or do any act or thing that may be necessary and proper to be done in the observance of the covenants and conditions of this Sublease or to prevent the termination of fhis Sublease; provided, however, that the doing of any act or thing requiring possession of the Subleased Premises is subject to the further rights of Holder as set forth in Section 17.2. All payments so made and ali things so done and performed by the Holder are effective to prevent a foreclosure of the rights of the lowa Greyhound Association thereunder as the same would have been if done and performed by the lowa Greyhound Association: P1ge 5 3.3 Mechanic's Liens. Neither the lowa Greyhound Association nor anyone claiming by, through, or under the lowa Greyhound Association may file or place any mechanic's lien upon the Subleased Premises and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service or la6or for any buiiding, improvement, alteration, repair or any part thereof, may at any time be or become entitled to any Iien thereon, and for the further security of DRA, the lowa Greyhound Association covenants and agrees to c�ive actuai notice thereof in advance, to any and ail contractors and subcontractors who may furnish or agree to offer any such materiai, service or labor. SECTION 4. TAXES AND FEES. 4.1. lowa Greyhound Association agrees to pay all real estate taxes ievied upon the real estate of the Subleased Premises that become payable (as such taxes come due) during the initial and renewal term, if applicable, hereof and which would become delinquent if not so paid during the term hereof. The lowa Greyhound Association must provide to DRA official receipts of the appropriate taxing authority or other evidence satisfactory to DRA evidencing payment thereof, 4.2. During the term of this Sublease, the lowa Greyhound Association agrees to pay any and ail other taxes, fees (including but not limited to stormwater fees or other utility charges), rates, charges, levies and assessmenis, 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 the Subieased Premises and which become payabie during the term hereof and which would become deiinquent if not so paid during the term hereof, any buildings or impravements thereon which may be taxed, charged, assessed, (evied or imposed upon the leasehold estate hereby created and upon the reversionary estate in the Subleased Premises during the term hereof and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, and all such other taxes, rates, charges, levies and assessments must be paid by the lowa Greyhound Association as they become due and before they become delinquent during the term hereof. 4.3. lowa Greyhound Association agrees to timely pay all taxes, assessments or other public charges levied or assessed by lawful authority (but reasonabiy preserving the lowa Greyhound Association's rights of appeal) against the trade fixtures, furniture, furnishings, fixtures, equipment, and other personal property that is owned, leased, rented, or otherwise in the possession and control of lowa Greyhound Association and utilized on or for the benefit of the Subleased Premises, during the term of this Sublease. 4.4. Nothing herein requires the lowa Greyhound Association to pay any of DRA's income taxes, surtaxes, excess profit taxes or any taxes on the rents or hage 6 otherwise reserved to DRA hereunder. Nothing herein requires DRA to pay any of lowa Greyhound Association's income taxes, surtaxes, property taxes, excess profit taxes or any taxes on the rents or otherwise reserved to lowa Greyhound Association hereunder. 4.5. lowa Greyhound Association has at all times the right to contest in good faith, in any proper proceedings, in the name of DRA if necessary, the payment or satisfaction of any such taxes, assessments, rates, charges or levies so agreed to be paid by the lowa Greyhound Association, if the vaiidity thereof, or the right to assess or levy the same against or collect the same from said 5ubleased Premises, is disputed with respect to the Subleased Premises. Upon the conclusion of any such suit or proceedings, ar not less than three (3) months prior to the date when the right to redeem therefrom expires, whichever will be the earlier, the lowa Greyhound Association must promptly pay and satisfy such disputed tax, assessment or other charge as finally determined. The lowa Greyhound Association shall also promptly pay and satisfy aIi expenses, costs and attorneys' fees whatsoever incurred in connection therewith, SECTION 5. U7ILITIES. The lowa Greyho�nd Association must pay, before delinquency, ali separately metered charges to the subieased areas related to communications systems and services, telephone, cable, Internet, water, wastewater, stormwater, sewer, gas, heat, eiectricity, power, trash disposai, and not limited by the foregoing list, all other utilities and services of whatever kind and nature which may be used in or upon the Subleased Premises. With �espect to non-metered utilities, lowa Greyhound Association is solely responsible for any additional metering required for any utilities and the cost of installing any such metering. DRA and lowa Greyhound Association may agree in a writing duly executed by both parties, to share the cost of utilities suppiied to �RA that cannot be separately metered, provided however that each party's share of the cost shall be based on the total cost of the shared services, including but not limited to the cost of equipment (as the same may have been depreciated on DRA's financial s#atements) used for the services, capital costs (including interest) as depreciated, and actual usage of billed services by the respective parties, SECTION 6. CONDITION AF SUBLEASED PREMISES AND REPAIRS. 6.1. The lowa Greyhound Association has made an adequate inspection of the Subleased Premises and accepts same "As Is." DRA makes no warranties or representations regarding the condition of the Subleased Premises uniess othervvise specificaliy stated herein. The lowa Greyhound Association must at ail times during the term of this Sublease, at the lowa Greyhound Association's expense, keep the Subleased Premises, and all sidewalks, curbs, and ail appurtenances to the Subleased Premises, in good order, condition and repair, casualties and ordinary wear and tear excepted. The lowa Greyhound Association must keep and maintain the Subleased Premises in a condition Pa�e 7 consistent with other similarly classed operations. The lowa Greyhound Rssociation must keep the Subleased Premises in such condition as may be required by law and by the terms of the insurance poiicies furnished pursuant to this Sublease, whether or not such repair must be interior or exterior, and whetner or not such repair must be of a structurai nature. Upon reasonabie notice to the lowa Greyhound Association, DRA may, at its discretion and at its cost, conduct an annual inspection of the Subleased Premises to determine the lowa Greyhound Association's compliance with this Section 6. 6.2. The �owa Greyhound Association agrees that, at ali times during the Sublease term, Iowa Greyhound Association shall, at its own expense, maintain, preserve and keep the Subleased Premises in good repair, working order and condition. 6.3 The lowa Greyhound Association may not commit Waste on the Subleased Premises except as necessary for its business purposes inciuding the removal or construction of any buildings and Improvements on the Subleased Premises, and is liable for any darnages to or destruction of any buildings or improvements on the Subleased Premises resulting from waste and will repair or rebuild such buildings or improvements. The lowa Greyhound Association may remove existing improvements or construct new improvements on the Subleased Premises subject to all of the terms and conditions of this Sublease provided the lowa Greyhound Association has received the prior written approval of DRA. SECTION 7. COMPLIANCE WITH LAW. During the term of this 5ublease, the Iowa Greyhound Association must comply with aii local, state and federal laws applicable to the lowa Greyhound Association's use of the Subleased Premises, inciuding but not limited to the Americans with Disabilities Act and the lowa Smoke Free Air Act SECTION 8. ALTERATIONS. lowa Greyhound Association may, subject to ' the prior written consent of both DRA and the City of Qubuque, in their sole discretion, make any alteration, addition, or modification to the Subleased Premises ("the lowa Greyhound Association Improvements") that equais or exceeds Five Thousand and 00l100 Dollars ($5,000.00) in cost, at the lowa Greyhound Association's expense, from time to time during the term of this Subiease. Any alteration, addition or modification of the Subieased Premises by the lowa Greyhound Association at a cost of less than Five Thousand and 00/100 Dollars ($5,000.00) does not require DR,4's consent, but must be made solely at the lowa Greyhound Association expense and only after not less than sixty (60) days prior written notice to DRA of such alteration, addition or modification. Plans and specifications with respect to the lowa Greyhound Association improvements and the construction of the lowa Greyhound Association Improvements must be in conformity with all appiicable laws and regulations. The lowa Greyhound Association must submit to DRA, for approval Page � by DRA, plans, drawings, specifications, and related documents with respect to the lowa Greyhound Association Improvements to be constructed by the lowa ', Greyhound Association on the Subleased Premises. All work with respect to the lowa Greyhound Association Improvements must be in substantial conformity with the construction p�ans approved by DRA. All alterations, additions, or modifications to the 5ubleased Premises must be coordinated with the then- existing improvements on the Subleased Premises and any other the lowa ' Greyhound Association Improvements in the general vicinity of the Subleased ' Premises. ' SECTION 9. USE OF SUBLEASED PREMISES. ' 9.1. lowa Greyhound Associetion must operate the Subleased Premises solely ' for live dog racing, pari-mutuel wagering on live dog races and simultaneously ' telecast horse or dog races, as provided in SF 2362 and authorized by tne lowa ' Racing and Gaming Commission, and may not knawingly use or ailow the ' Subleased Premises or any 6uildings or improvements thereon or any ' appurtenances thereto, to be used or occupied for any other purpose or any ' unlawful purpose or in violation of any certificate of occupancy. The lowa Greyhound Association may not suffer any act to be done or any condition to exist within the Subleased Premises, or permit any articie to be brought therein, which is dangerous, unless safeguarded as required by law, or which, in law, constitutes a nuisance, pubiic or private, or which may make void or voidable any insurance in force with respect thereto. Notwithstanding the foregoing, lowa Greyhound Association may enter into a contract or contracts with qualified entities to assist lowa Greyhound Association in the operation and management of live dog racing, pari-mutuel wagering on Iive dog races and simultaneously telecast horse or dog races, subject to the prior approval of DRA and the lowa Racing and Gaming Commission. 9.2 lowa Greyhound Association must take all reasonable steps to implement a smooth transition of the Subleased Premises from DRA to the lowa Greyhound ' Association, holding DRA harmless from any claims arising therefrom. 9.3. During the term of this Sublease, the lowa Greyhound Association may not change the use of the Subleased Premises. 9.4. The lowa Greyhound Association may not cause, aliow or permit any outdoor storage of any materials, objects or things of any kind, including refuse, trash or garbage, at any time on the Subleased Premises. Notwithstanding the foregoing, refuse storage is permissibte in an accessory storage enclosure if DRA or its designee determines that the structure is in character with the principal building being served and constructed of the same quality permanent materials as the principal building being served. The accessory structure must be within close proximity to the principal buiiding being served. Where the structure exceeds 2Q0 square feet in area, at least 1/3 of the structure's exterior perimeter f'�ge 9 must be landscaped with ornamental trees and shrubs. SECTION 10. INSURANCE 10.1. The lowa Greyhound Association must maintain during the term of this Sublease insurance to meet the coverage and limits of coverage of the greater of the following: (a) requirements as set forth in the City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders insurance Schedule for lessees of City Property, as such uniform, standardized scnedule may from time to time be amended OR (b) property/casualty, liability, workers compensation, employment practices liability, and other insurance coverages maintained by DRA, with equivalent coverage limits, for its own operations within the racing/casino/simulcasting areas. The current City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders insurance schedule (Insurance Schedule A) is attached to this Sublease as Exhibit C. The City of Dubuque, lowa or DRA wili provide the lowa Greyhound Association written notice of any amendment ta the Insurance Schedule not Iess than sixty days prior to the effective date of such amendment. 10.2. During construction of any of the lowa Greyhound Association Improvements ar other alteration, addition or modification on the Subieased Premises, the lowa Greyhound Association must maintain builder's risk insura�ce, written on the Special Periis Form in an amount equal to one hundred percent (100%} of the replacement value of Improvements as the same exists from time to time during the construction process. 10.3. The lowa Greyhound Association must maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of DRA or the City of Dubuque must furnish proof of the payment of premiums on), property insurance against loss and/or damage to improvements under an insurance policy written on the Speciai Perils Form in an amount not less than the full insurable replacement value of improvements, but any such policy may have a deductible amount of not more than $50,000.00. No policy of insurance may be so written that the proceeds thereof wili produce less than the minimum ' coverage required by the preceding sentence, by reason of co-insurance provisions or othenvise, without the prior consent thereto in writing by City of ' Dubuque. The term "replacement value" must mean the actual replacement cost ' of improvements (exGuding foundation and excavation costs and costs of ' underground flues, pipes, drains and other uninsurable items) and equipment, ' and will be determined from time to time at the request of DRA or the City of Dubuque, but not more frequently than once every three years, and paid for by , the lowa Greyhound Association. 10.4. lowa Greyhound Association must purchase all insurance required by the Page 10 terms of this Sublease responsible insurance companies having a minimum A.M. Best rating of A- Class VII, or otherwise approved by DRA, tha# are authorized under the laws of the State of lowa to assume the risks covered thereby. lowa Greyhound Association must provide DRA by December 15, 2014, an update annually by not later than December 15 of each year or within 1Q days of the insurance being bound, whichever is earlier, a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. All insurance required by this Section 10 must inciude DRA and the City of Dubuque, lowa as additional named insureds, and ail certificates of coverage provided must expressly list DRA and the City of Dubuque as additionai named insureds. lowa Greyhound Association must furnish evidence satisfactory to DRA and the City of Dubuque that the poticy has been renewed or replaced by another policy conforming to the provisions ot this Sublease, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the lowa GCeyhound Association may maintain a singie policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event the lowa Greyhound Association must deposit with DRA and the City of Dubuque a certificate or certificates of the respective insurers as to the amount of coverage in force upon Improvements, provided, however, the specific limit may not be impaired. 10.5. iowa Greyhound Association agrees to notify DRA and the City of Dubuque immediately in the case of damage exceeding $10,000.00 in amount to, or destruction of, the Subleased Premises or any po�tion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), must be paid directly to the lowa Greyhound Association, and the lowa Greyhound Association must forthwith repair, reconstruct and restore the Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accompiish such repair, reconstruction and restoration, the lowa ', Greyhound Assaciation must apply the Net Proceeds of any insurance relating to such damage received by the lowa Greyhound Association to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property. 10.6. lowa Greyhound Association must complete the repair, reconstruction and restoration of the Subleased Premises, whether or not the Net PCoceeds of insurance received by the lowa Greyhound Association for such purposes are su�cient. SECTI4N 11. APPROVAL CONTINGENCY. This Sublease is contingent upon the prior approval of: (a) DRA's Board of Directors; (b} the City of Dubuque; (c) the lowa Racing and Gaming Commission; (d) lowa Greyhound Association; and (e) DRA's lenders. P�ge l 1 SECTION 12. IOWA GREYHOUND ASSOCIATION'S WARRANTIES AND ' REPRESENTATIONS 12.1, Iowa Grevhound Association's Compiiance With Law. (1) The �owa Greyhound Association warrants that it is validly existing ' and in good standing under the laws of the State of lowa as a nonprofit organization. ' (2) The lowa Greyhound Association covenants and agrees that the ' lowa Greyhound Association will comply with aii applicable local, state ' and federal laws, rules, regulations and permits with regard to the ', Subleased Premises and its use, occupancy and control of the Subleased ' Premises. (3) The lowa Greyhound Association covenants and agrees that the ' lowa Greyhound Association will acquire and maintain any and all ' applicable permits, licenses or authorizations as may be r�ecessary for the lowa Greyhound Association's use, occupancy, and control of the Subleased Premises, and for the conduct of live dog racing; pari-mutuei wagering on live dog races and simultaneously telecast horse or dog races, as provided in 5enate File 2362l1o�va Code section 99D.9C, as ; conditions precedent to this Sublease. 12.2 Emironmental Matters. (1) The lowa Greyhound Association covenants and agrees that neither DRA nor the City of Dubuque shall have any responsibility for or Iiabiiity arising from any release of a Hazardous Substance on the Subleased Premises which is caused by or results from or during the lowa Greyhound Association's use, occupancy or control of the 5ubleased Premises, nor shall DRA or the City of Dubuque have any responsibility for or liability arising from any Hazardous Substance which leaches or migrates upon the Subleased Premises from any property owned by the City of Dubuque. Further, neither DRA nor the City of Du6uque shall have any responsibility for any Hazardous Substance which leaches or migrates upon the Subleased Premises from any adjacent property, or any release of a Hazardous 5ubstance which is caused by lowa "; Greyhound Association's use, occupancy, or control of the Subleased ' Premises or which pre-exists the date of this Subiease, axcept that DRA '; and the City of Dubuque, as appropriate, must cooperate fully with any ' response to such release by lowa Greyhound Association or others. (2) lowa Greyhound Association covenants and agrees to notify DRA ' and the City of Dubuque promptiy of any release of Hazardous Substance ' in, on or about the Subleased Premises of which the lowa Greyhound Association has k�owiedge. Page t2 ' (3) lowa Greyhound Association covenants and agrees to promptiy take any and all necessary and appropriate response to address any release of Hazardous 5ubstance for which the lowa Greyhound Association is responsible. Such response must include, without Iimikation, notification to appropriate governmental authorities, as may be required by law. (4) lowa Greyhound Association covenants and agrees not to manufacture, treat or dispose of Hazardous Substances at the Subieased Premises or knowingly allow the manufacture, treatment, or disposal of Hazardous Substances on the Subleased Premises. lowa Greyhound Association covenants and agrees to use and store any Hazardous Substances at the Subieased Premises only in full accordance with law. (5) For the purposes of this Sublease, "Hazardous Substance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste whicn is or becomes regulated by any locai government, the State of lowa or the United States Government, it includes, without limitation, any material or substance that is (i) defined as a "hazardous substance° or "hazardous waste" under Chapter 455B, lowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federai Water Poilution Control Act (33 U.S.C. § 1321), (v} defined as a "hazardous waste pursuant to § 1Q04 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Respo�se, Compensation and Liability Act, U:S.0 § 9601 et seq., or (vii) defined as a 'Yegulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term ' "Hazardous Substance" does not include any air emissions discharged ', into the atmosphere as allowed by a duly issued permit from the ' applicable governmental agency. ', SECTION 13. DRA RICHTS OF ACCESS. 13.1. Riaht of Entry for Utilitv 5ervice. DRA reserves for itself, and for any public utility company, as may be appropriate, the unqualified right to enter upon ' khe Subleased Premises and upon the exterior portions of the ra�etrack enciosure leased 6y the lowa Greyhound Association from the City of Dubuque shown in Exhibits B and B-1 (collectively referred to hereafter as "DRA Access Areas"), at all reasonable times for the purpose of reconstructing, maintaining, repairing, or servicing the public utilities located within the boundary lines of the Subleased Premises. Before entering the DRA Access Areas, for any such purpose, DRA shail provide reasonabie notification to lowa Greyhound Page 13 Association of its intent to enker the Subleased Premises for such purposes. DRA further reserves for itself the right to enter upon the DRA Access Areas at all reasonabie times for the purpose of accessing areas within DRA Access Areas and the Maintenance Shed and curtilage that remains in the real estate lease between DRA and the City of Dubuque, as indicated on the attached Exhibits, for the performance or verification of any duties required of DRA or lowa Greyhound Association under this sublease agreement or ancillary agreements, and for emergency purposes. DRA shall provide reasonable notice to lowa Greyhound Association of DRA's access to the Subleased Premises on an individual or scheduled basis, as appropriate to the circumstances; however, DRA need not provide notice to lowa Greyhound Association for entry upon the Subleased premises for the purpose of accessing the Maintenance Shed by DRA's employees, contractors, agents, or other persons authorized by DRA. 13.2. lowa Grevhound Association Not to Construct Qver Utilitv Easements. The lowa Greyhound Association may not construct any building or other structure or improvements on, over, or within the boundary lines of any easement for public utili#ies unless such construction is provided for in such easement or has been approved by DRA i� writing. If approval for such construction is requested by the lowa Greyhound Association, DRA will cooperate to assure that such approval will not be withheld unreasonably. 13.3. Inspection of Subieased Premises. In addition to access otherwise approved by the lowa Greyhound Association, an authorized representative of DRA, as designated in writing by his or her DRA Manager, shalf have the right to enter and have access to the Subleased Premises, whether or not events are in operation, at all reasonable times and for any reasonable purposes, as long as such entrances do not unreasonably interfere with lowa Greyhound Association's right to quiet occupancy. Iowa Greyhound Association shall also provide unfettered access by QRA personnel and/or DRA contractors to the maintenance shed in the kennel area, and to other parts of the racetrack area that continue to be leased by DRA from the City of Dubuque. Such entrances shall be subject to the rules of the lowa Racing and Gaming Commission. SECTION 14. INDEMNIFICATION. ' 14.1 indemnification of the lowa Grevhound Association. To the extent aliowed by law, DRA will indemnify and save harmless the lowa Greyhound Association 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 the lowa Greyhound Association by reason of (a) any accident, injury to or death af persons or loss of or damage to property occurring an or a6out the Subieased Premises and resulting from any act or omission of DRA or anyone acting by, through, or under DRA, and (b) any failure on the part of DRA to pertorm or hage I�4 comply with any of the terms of this Sublease. In case any action, suit or proceeding is brought against the lowa Greyhound Association by reason af such occurrence, DRA will, at DRA expense and discretion, either defend such action, suit or proceeding, or cause the same ta be defended by counsel approved by the lowa Greyhound Association, which approval will not be unreasonably withheld. 14.2 Indemnification of DRA. The lowa Greyhound Association will indemnify and save harmless DRA from and against aIl Iiabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (inciuding, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against DRA by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Subieased Premises during the term of this Sublease and resulting from any act or omission by the lowa Greyhound Association or anyone claiming by, through or under the lowa Greyhound Association during the term of the Subiease and (b) any failure on the part of the lowa Greyhound Association to perform or comply with any of #he terms of this Sublease, and (c) any material breach on the part of the lowa Greyhound Association of any warranty or representation contained in Section 12. In case any action, suit or proceeding is brought against DRA by reason of such occurrence, the lowa Greyhound Association will, at the lowa Greyhound Association's experise and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by DRA, which approvai will not be unreasonably withheld. 14.3 Survival, The obligations and liabilities under this Section survive and continue in full force and effect and may not 6e terminated, discharged or released, in whole or in part, irrespective of the termination or expiration of the term of this Sublease. SECTION 15. CONDEMNATION. 15.1 Entire Condemnation. if at any time during the term of this Sublease all or substantialiy all of the Subieased Premises ar the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other pubiic or private authority, then this Sublease will terminate on the date of vesting of title in such taking and any prepaid rent will be apportioned as of said date. Substantially all of the Subleased Premises wiil be deemed to have been taken if the remaining portion of the Subieased Premises will not be of sufficient size to permit the lowa Greyhound Association, in the Iowa Greyhound Association's sole discretion, to operate its business thereon in a manner similar to that prior to such taking. 15.2 Aliocation of Award. Any award for such taking of all or substantially all of the Subleased Premises will be paid to the parties hereto in accordance with the following: Page I� (1) To DRA, the amount of the award attributable to the Subleased Premises, determined as if this Subiease was not in effect at the time of such award, excluding therefrom the amount of the award attributable to the Tenant Improvements, and all other sums not directiy attributable to the value of the Land constituting the Subleased Premises; (2) To the lowa Greyhound Association, the balance of the award remaining after payment of: the portion of the award allocated to D'RA above, and (b) the portion of the award allocated to the City of Dubuque in accordance with the terms and provisions of the lease agreement between the City of Dubuque and DRA for the Subleased Premises. 15.3 Partial Condemnation. (1) if less than all or substantially ali of the Subleased Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then the lowa Greyhound Association, at its option, may elect to continue this Sublease in full force and effect or terminate tnis Sublease. If the lowa Greyhound Association elects to maintain this Sublease in full force and effect, the award for such partial condemnatio� will be aliocated as provided in Section 15.2, and the lowa Greyhound Association must proceed with reasonable diligence to carry out any necessary repair and restoration so that the remaining improvements and appurtenances must constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Sublease. In the event the lowa Greyhound Associatian elects to continue this Sublease in fuil force and effect after a partial condemnation, the Base Rent wiil be reduced in proportion to the area of the Subleased Premises taken. (2) Should the lowa Greyhound Association elect to terminate this Sublease upon a partial condemnation, the lowa Greyhound Association must provide DRA with written notice of such election within thirty (30) days after the date of vesting of titie for such taking. The lowa Greyhound Associatian must specify in such written notice the date on which this Sublease will terminate, which date may be not less than 60 days nor more than 360 days after delivery of such notice to DRA (the "Termination Date"). In the event the fowa Greyhound Association terminates this Sublease, as provided for in this Section 15.3, the lowa Greyhound Association will be entitled to the entire award for such partial taking. ' 15.4 Temporary Takina. If the temporary use of the whole or any part of the ' Subleased Premises or the appurtenances thereto is taken at any time during the term of this 5ubiease in the exercise of the power of eminent domain by any ' sovereign, municipality, or other authonty, the term of this Sublease will not be ' Page ]6 reduced or affected in any way, and the lowa Greyhound Association must ', continue to pay in fuli the rent, additional rent and other sum or sums of money and charges herein reserved and provided to be paid by the lowa Greyhound I� Association, and the entire award for such temporary taking will be paid to the , lowa Greyhound Association. lowa Greyhound Association must repair and ' restore any and all damage to the Subleased Premises and the Improvements ', as soon as reasonabiy practicable after such temporary taking. ', SECTION 16. ASSIGNMENT AND SUBLETTING. lowa Greyhound '� Association may not assign any of its rights, duties or obligations under this ', Sublease, in whole or in part, to any other person, firm, corporation or entity i without the prior written consent of (a) DRA's Board of Directors, (b) the City of I Dubuque, and (c) the lowa Racing and Gaming Commission. SECTION 17. DEFAULT. 17.1 DRA's Riahts in the Event of the lowa Greyhound Association's Default. If the lowa Greyhound Association materialiy fails or negiects to observe, keep or ' perform any of the covenants, terms or conditions contained in this Sublease on its part to be observetl, kept or performed, and the defauit must continue for a period of thirty (30) days after written notice from DRA setting forth the nature of the lowa Greyhound Association's defauit, then and in any such event, DRA has the right at its option, on written notice to the lowa Greyhound Association, to terminate this Sublease. DRA thereafter has the right to enter and take possession of the Subleased Premises, including but not limited to Furniture, Furnishings, Fixtures, Equipment, Intangible Property and Inventory, and to remove ail other personal property from the Subleased Premises and all persons occupying the Subleased Premises and to use all necessary and legal force therefor and in all respects to take the actual, full and exclusive possession of the Subleased Premises and every part of the Subleased Premises as of DRA's original estate, without incurring any liability to the lowa Greyhound Association or to any persons occupying or using the Subleased Premises for any damage caused or sustained by reason of such entry on the Subleased Premises or the removal of persons or property from the Subieased Premises. DRA has ail other rights available ta it provided by law or equity. 17.2 lowa Grevhou�d Association's Riqhts in the Event of DRA's Default. If DRA materialiy fails or neglects to observe, keep or perform any of the covenants, terms or conditions contained in this Sublease on its part to be observed, kept or performed, and the default continues for a period of thirty (30) days after written notice from the lowa Greyhound Association setting forth the nature of DRA'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 DRA has to cure the same will be extended for such period as may be necessary to complete the same with all due diligence, but in no evenf longer than ninety (90) days), then and in any such event, the lowa Greyhound Pagc 17 Association wi�l have ail rights available to it provided by law or equity. SECTION 18. RIGHT TO CURE OTHER'S DEFAUI.TS. Whenever and as often as a party fails or neglects to comply with and pertorm any term, covenant, condition or agreernent to be complied with or performed by such party hereunder, then, following thirty (30) days' prior written notice to such defaulting party (or such additional time to cure as may be accorded the DRA pursuant to Section 17.2 above, but in no event longer than ninety (90) days), the other party, at such other party's option, in addition to aIl 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 o�to the Subleased Premises, as such other party may deem advisable, to comply with and pertorm a�y such term, covenant, co�dition or agreement which is in default, in which event such defaulting party must reimburse such other party upon demand, and from time to time, for ail 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 will not be deemed to obiigate such other party to complete the curing of any term, covenant, condition or agreement which is in , default. Either party, upon giving twenty (20) days' written notice to the other, may offset amounts due to the other party for any amounts the notifying party pays or incurs hereunder proper the o6ligation of the other party to whom such notice is sent. SECTION 19. QUIET ENJOYMENT. I DRA covenants that at all times during the term of this 5ubiease, so long as the ' lowa Greyhound Association is nof in default hereunder, the lowa Greyhound ' Association's quiet enjoyrnent of the Subieased Premises or any part thereof will , not be disturbed by any act of DRA, or of anyone acting by, through or under ', ORA. SECTIQN 20. ESTOPPEL CERTIFICATES. Each party hereto agrees that at any time and from time to time during the term of this Subiease, within ten (10) days after request by the other party hereto or by any lender having an interest in the lowa Greyhound Association's leasehold estate, it wili execute, acknowledge and deliver to the other party or to such lender or any prospective purchaser, assignee or any mortgagee designated by such other party, a certificate stating (a) that this Subiease is unmodified and in force and effect {or if there have been modifications, that this Subiease is in force and effect as modified, and identifying the modification agreements), (b) the date to which rent has been paid, (c) whether or not there is any existing default by the lowa Greyhound Association in the payment of any rent or other Page 1 S sum of money hereunder, and whether or not there is any other existing default by either party hereto with respect to which a notice of default has been served, and, if there is any such default, specifying the nature and extent thereof; and (d) whether or not there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate. SEGTION 21. WAIVER. No waiver by either party hereto of any breach by the other of any te�rn, covenant, condition or agreement herein and no failure by any party to exercise any right or remedy in respect of any breach hereunder, will constitute a waiver or relinquishment for the future of any such term, covenant, condition or agreement or of any subsequent breach of any such term, covenant, condition or agreement, nor bar any right or remedy of the other party in respect of any such subsaquent breach, nor will the receipt of any rent, or any portion thereof, by DRA,; operate as a waiver of the rights of DRA to enforce the payment of any other rent then or thereafter in default, or to terminate this Sublease, or to recover the Subleased Premises, or to invoke any other appropriate remedy which DRA may select as herein or by law provided. SECTION 22. SURRENDER. The lowa Greyhound Association must, upon the eariiest to occur of the following: on the last day of the initial term without renewal, the expiration of the renewal term, or upon any termination of this Sublease, surrender and delive� up the Subleased Premises, with the improvements and fixtures then located thereon into the possession and use of DRA, without fraud or delay and in good order, condition and repair, reasonable wear and tear excepted, free and clear of all lettings and occupancies, free and clear of all liens and encumbrances other than those existing on the date of this Sublease and those, if any, created by DRA, without any payment or allowance whatsoever by DRA to lowa Greyhound Association on account af or for any buildings or improvements erected or maintained by DRA or lowa Greyhound Association on the Subieased Premises or for the contents thereof or appurtenances thereto, unless agreed to in a writing duly executed by both parties. No holdover is allowed. BECTlON 23. MEMORANDUM OF LEASE. Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Sublease in a form suitable for recording setting forth the names of the parties hereto and the term of this Sublease, identifying the Subleased Premises, and also induding such other clauses therein as either party may desire. SECTION 24. NOTICES. Page 19 24.1 All notices, demands or other writings in this Sublease provided to be given or made or sent, or which may be given or made or sent, by either party to the other, will be deemed to have been fuily given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and by email or facsimile addressed as follows: To DRA: Dubuque Racing Association, Ltd, Attn: Jesus Aviles, President & CEO 1855 Greyhound Park Road �ubuque, lA 52001 In all cases, with copy ta: Stephen C. Krumpe O'Connor& Thomas, P.C. 700 �ocust Street, Suite 200 Dubuque, �A 52001 To City of Dubuque, lowa: ' Attn: City Manager ' City Hall 13th St. & Central Ave. , Dubuque, lA 52001-4864 I Facsimile: 563-589-4149 ' EmaiL ' To (owa Greyhound Association: ' Attn: Bob Hardison 19149 Hwy 175 Onawa, IA 51040 I in all cases, with copy to: ' CrawFord & Mauro Law Firm ' Attn: Jerry CrawFord , 1701 Ruan Center ' Des Moines, lowa 50315 ' Facs i m i le: 515-245-5421 24.2 The address and/or facsimile number to which any notice, demand or Pagc 20 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 25. MISCELLANEOUS. 25.1 Time of the Essence. Time is of the essence of this Sublease and ali of its provisions. 25.2 Governinq LawlSeverabilitv. It is agreed that this Sublease wiil be governed by, construed and enforced in accordance with the laws of the State of lowa, and that, except as provided in Section 12 herein, any litigation between the parties arising out'this Sublease must be brought and maintained only in the lowa District Court for Dubuque. This Sublease shall be interpreted and construed to compiy with lowa Racing and Gaming Commission rules and regulations relating to live pari-mutuel greyhound racing, pari-mutuel wagering on simultaneously telecast horse or dog races, and Iand-based casino gambling, and alI other applicable lowa laws and regulations. This Sublease may be amended from time to time in accordance with Section 25.4, below, in order to comply with such laws and lowa Racing and Gaming Commission rules and regulations. 25.3 Paraqraph Headinps. The titles to the paragraphs of this Sublease are solely for the convenience of the parties and may not be used to explain, modify, ' simplify or aid in the interp�etation of the provisions of this Sublease. ' 25.4 Modification of Aqreement. Any modification of this Sublease or ' additional obiigation assumed by either party in connection with this Sublease will be binding only if evidenced in a writing duly executed by each party or an authorized representative of each party, and approved in writing by the entities listed in Section 11, herein. 25.5 Parties Bound. This Subiease is binding on and inures to the benefit of and must apply to the respective successors and assigns of DRA and the lowa Greyhound Association. All references in this Sublease to "DRA" or "the lowa Greyhound Association" will be deemed to refer to and include successors and assigns of DRA or the lowa Greyhound Association without specific mention of such successors or assigns. 25.6 Force Maieure. M the event that either party hereto is delayed or , hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability of construction materials, unavailabiliry or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, explosions, hazardous conditions, fire, fiood, 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 Sublease (collectively "Force Majeure"), then performance of such Page?I act will be excused for the period of the delay and the period for the performance of any such act will be e�ctended for a period equivalent to the period of such delay. ' 25.7. Conflict of Interest. lowa Greyhound Association agrees that no o�cer, director, or employee of DRA who exercises or has exercised any functions of , responsibility with respect to the Subleased Premises shail have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, in any contracts awarded by lowa Greyhound Association for work to be performed or services to be provided to lowa Greyhound Association in connection with the Subleased Premises at any time during such person's tenure. 25.8. Non-Qiscrimination. The lowa Greyhaund Association agrees that it wili at ' all times conduct operations on the Subieased Premises for use by the general public without regard to race, color, age, disability, creed, religion, national origin, sex, or other legaliy protected category; provided, however, that the lowa Greyhound Association may prepare and pramulgate rules for the purpose of regulating the admission of persons for the purpose of conducting live dog ' racing, pari-mutuel wagering on live dog races and simultaneously telecasting horse or dog races in accordance with the regulations of the Iowa Racing and Gaming Commission. [SIGNATURE PAGES AND CONSENTS FOI.IOW� Page 22 IOWA GREYHOUND ASSOCIATION, SUBLESSEE: /�� ' By: cJ c.�'Z, f-✓c-ic��.>—�. Bob Hardison President Date: /! - i �f - / `( DUBUQU ACING ASSOCIATION, LTD., SUBLESSOR: 6y: nA"' �� C/� Jesus Aviles President & CEO Date: STATE OF IOWA, FSU�If`@C-{E COUNTY ss: i;� On this � day oi 'i 1�.,._ � ., , � 20 1,�, before me, a Notary Public in and for said counry and state, personally appeared ��_�-'�� ,: ;- F��, ._i� , , , to me personaliy known, who stated that he is the 1 �,� - ',,, . r o� lowa Greyhound Association; and who acknowle�lged the execution hereof to be his voluntary act and deed and the voluntary act and deed of said corporaiion. �� l Cr. , 1�� •� .. - ��i � LATINAFRA�Cc�— � Not�fry Public, State f lowa� ,o�� Commisslon Numb:. 7'pjlC^� My Commisslon�c� .��e:. STATE OF IOWA, DUBUQUE COUNTY ss: 'O'"� 1 2/1 v 2 o i� _ On this �`��' day of bVc�� _(, 2� �`�, before me, a Notary Public in and for said county and state, personally appeared IEs�,S I�v��cS� , to me personally known, who stated that he is the (�i,�S,t�E�vT •! C.iO of Dubuque Racing Association: Ltd., and who acknowledged the execution hereof to be his voluntary act and deed and the voluntary act and deed of said corpo, ation. ` /4CLCL � `�i��" C�-G I Notary Publie�, "tate of lowa 7RAGEY L. STECKLEIN � %�,�; Camr��5sion Numher 716Cf8 � 61y Comm Erp. y._)�'�'1— I I'it�2 23 CITY OF DUBUQUE, IOWA CONSENT TO SUBLEASE The City of Dubuque, lowa, as the owner and lessor of the Subleased Premises to the Dubuque Racing Association, LTD. hereby consents to the Sublease Agreement Between Dubuque Racing Association, LTD., as Sublessor, and lowa Greyhound Association, as Lessee, dated 1\/0�� I� , 2014. CITY OF D BUQUE, IOWA ,(� j � ,�l `'i �, �t-=-� R ,. D. Buol, Mayor Attest: �' I i ,.�i:.!'✓. %�..'% Kevin(S. Firnstahl'�lerk STATE OF IOWA, COUNTY OF DUBUQUE ss: On this �`L'day of ��c,��.�,l�.r 20��, before me, the undersigned, a Notary Public in and for the State of lowa, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, lowa; a municipal corporation; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council, as contained in Resolution No. ,��,� - ��—f passed by the City Council on the N��>. 3 ar��%j and Roy D. Buol and Kevin S. Firnstahl acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. ( � (�,, �/� -i —Yi�191 i l. Gl EASON V ��,2L�1�� %��Li��;"�� `'�"�,'� �� ,is<ion Number719986 � Notary PubliC, State of lowa ��'b„''" ' ��ny Commission Expires •-- �- 1�- 1� LL � � Pagc?4 AMERICAN TRUST & SAVINGS BANK CONSENT TO SUBLEASE I American Trust & Savings Bank, as lender and representative of lender(s) of the Du6uque Racing Association, Ltd., and as mortgagor and secured creditor with respect to the Subleased Premises, hereby consents to the Sublease Agreement Between Dubuque Racing Association, LTD., as Sublessor, and lowa Greyhound Association, as ' Sublessee, dated ocTon�e 29 , 2014. AMERICAN TRUST & SAVINGS BANK I', \ � I � / J -�Ul(l_( ' � J��l/,�� l (-� VICTORIA J. RICATEl� � �S SENIOR VICE PRESIDENT '� STATE OF IOWA, DUBUi]UE COUNTY ss: On this 1ST day of DEcrr�BCR , 2014 before me, a Notary Public in and for said county and state, personally appeared�zoxin a. xicttTEx , to me personally known, who stated that he is the sR. vicE of American Trust & Savings Bank, and who acknowledged the execution hereof to be his voluntary act and deed and the voluntary act and deed of said corporation. r' / C / i ' ( ./1Cl1'C. l (I 01� ,, Feu�vnsmn�raoonr- I � ='r� ' Cemnilss�r.nNmnhur7702fi9 Notary PubJ1 , State of lowa i '�;,^v ' ��y c�mm � , j�,_�%� I il Page 25 EXHIBIT A SUBLEASED PREMISES Page 26 ' � h r � I�.1 . I � o�� aI �. � � L � I i I �� '�'_�J � i � �— �\ '/(( ,� V II� o m ��-. � z J t 9 i �� A � � �: � I c - 0 � � � , � _ _ � I � I a� ( i� � �I j � p � N ��.,1 ' � 1 ` . I � P£1�C�� EXHIBIT B ' AERIAL DIAGRAM OF AREA ' LEASED 8Y CITY OF DUBUQUE TO IGA ' Page 28 ..fl ��. � �. Y �� s � � � � � � � „ : �� 1 � ' �' '��/ 1 z• _ n O m y � o 1 " � ^ !� C � C n O 61 e \ I!� . �. V - � N C O �: l� r �, _ y 2 _A r z �� e ,� � � a> F c ' hy +4� �.` ��,��! `� t�. ., ^f, ,� - � yi� � } � • � ' � ,. � i��'� � - - ��r �.J � -=r. q F �( e .. �.�• � � op J' . .°,�i. �� p�<� ` .. ,j Y. i � � 1 n ,�* g' `: c > ,,. :� ' � � � .�`.:S�S.i'. C � � • Y C � S "' z �.:'t�,.r: n � ::i j A � : •. - . � e� 11 _ �- �jx • rI � � ��\' t '��, �� !Z`� � I20 r '� �J ( C o mz � ci � z x m _ ,; rr. g ci '_ � � . R - r.. �n �n.. � � x % O S. � x n P n n � m _ z ✓ v ^ =� _ .. A, �� m � � � . ' .��' ~. Z j'<} 0 m = oF '� S�`.h ❑ 9 ' z o � � o > / '" � a 9T z � �(� N A f m ti ry 2 � m .,�. = x x � a N �� z � � m / " a � D A oc a /� � � A m O < z O � ` D m m .� ? �C N y � ] m Zp ' A�� '¢'7FA��3^ O '�^ o �'. ntiZ ' U � '. c :�9=°0 � n n ;_ y.-1 �. A SSS 'YP.,��ga ` e$i�;? Page 29 i � ;,c- ,„<' _. - J ` �' � � � ' �- � ,.�� '`�'t , �►�, ,. r ,, �:. � ; ,, ,`; ', ._ � ��,� '� ::- -; ��, � l�� ' ' �' :t / . i q• ; - � �_� �, �1 �a�r, "'� ,I' • �' ' •� �� C�` ,� . P�' � � ::� . �'.-,.i ' . � a Q.,` q. � r,,�a7 r ' .� -. . .1 .: . r i ! �{�� ' . I `'� � �T� i J� � � �,s"t-j, � '�- , � �r'� �' ;,��` �„�, rr.c� � � '/ - . . C��... I �. i r i' � I i,�.. . !'�y� �.,! y �� '�'� �� ;l ; s� ,�� % :.R � �. � �,� � l � � ';;) c� r / ;' , 1 ``�;� v r � � � ' , � i c ` � �� (j� � P " ` 1 /(� \ • / � I Vl , 1 � � � . '..f f � /� � .I �� / � ��l ' •'� � ' /, :tL6'" � I } C�� / J r ..-. �. � r' ' � ' , , : j �s :... #�'� � � l� � ' /'��/ :..• d j . �. :� � � r>� �� . � �� ,� _ � '= '� , � l � A:: .., � � � ��, t'' r;a , �. � � �' � ,-1 'T 1F7. . ., �� - � - - - +� � : � "�!' � � .., _ . -• �:�� ,s="�,��,��j .� `'�' : � �� _ . , � _ � a P21a2 J� EXHIBIT C ' INSURANCE SCHEDULE A Page 31 � City of Dubuque In;urance Requirements for Tenants anJ Lessces of City Property or Vendors(Suppliers,Service Provlders�,and Right o(Way Permit Holders '. Insurance Schedule A I�, i �n�ll rurr�_n�;�aaetl�c�[�.•i.�!e o�in:.rn...:i�-Oq to^�.:[rtp of J��tn.�.lus,w:i=f�r ��, tqe:evnwea req�r ed.i E.nihr,I m�or:� ui��vaa t o�I.u-�:u:�.��erc.rnent .fll�;_eez ot Oty.ruva:ty � md HiGbi of W�Y�er��rt HUNers nhal I;i�b,nq vn unAs!ci wi e�.:��Oy E ad�Se�Ufica�e sKJI be propnrs.J ��n tl�g msi c��enl ACOpp lo�� .pI>">'��Y' '=�'-O�rtmen�pf In;Unn[E Or 3�eq�.�ly]I?nf.EeClt �. qrtA��_ata-hall�nc�eA=�cplcinwitl�n.1..�L..u�P'�,�no �ry�xr.nonsesmwh.y.s:uedig. D,n�ecl p �ler,aolyr✓�n,_s3� ._._ _ .a.<< �.l��.rborvl ____ _mnqbto(c.)y � prrmi�leil IOrLmu dGd.lein Ip:un .. J AJ pnlir•e;i�l in:orvn:e r..��.nred'n=,=,�r��.: -.n;V n.::,Itl.� .�� .� :�dl ur��i.il m Yo bm��nev m iovn anJ ! �II c�nwc shali luve a uUng ui A ni h�per r.tPz � i i�m A hl 0=5t'-.�t+wig G�ude. . 3 :..:b�.-croLUW,�..�II Oe L.inushs.�1:o!n�conbx:�ng Jep�remeM a�tlr¢�qY a!P•:bvque. � �1. .�Iw u�u a�9o-We muwi,on�cuverag✓;I�dII not be d.c��naA e ri3u-e�o(tbe,.reqa:r�menG bY tlit C�t y et . .. _ _ �ulme[o n�tam or rc�e�pUin Ihx r¢;pnre��rs�ranc�;�nll Os mns��eretl a n�at��ia1 Lre�ch o( U�,�. L}m�n..u[ I 5. ill rx�l'��^tl B�Aor:Pment;to vxioa;poLue.SM1�II Ct>h�cN,][o ltrtfit�(n pt in;ur>ntC I�I o- Wtfu9yar��.p n¢i5i�lorrm�s li,[kd,an aqiuvnlent inn��msy b=;nb�OGde•f;vbJe:t to•.u�prv�mf±r �.Izn;,ly�ng�nd Lilinq m�vn;ing NI dc:Utionc�nd?�dui en:thrt tliHe�Iram::^a 60 form. 1. rovWeisLallbereyni�diorauytL.muummuCov!nldJ�uwl'aWgicnlerdietJyuadbVlarva�ntpN � �pgil agretmenq in P��b�t�. tl. V/brn_v+r .n RO I��nr�s r¢I+ren�ed U�e i nrtent v�Jrpun al tl.e(ur.n nwsl Le u�e�l I ^dgs 1 0l) S:na:oleA.�'roysOy Vr Ven4ors(SuVVb¢q.35rvite Vtwitlan� Pa�e 32 City of Dubuyue Insurance Requirements br Tenants and Lessees oF City Property or Vendors�Suppliers, Service Prov(ders�,and Right of Way Permit Holders Insurance Schedule A (continued) Exhibit I A) COMMERCIAI GEPIERAL LIABIUTY f,cnei�I A�rpruS.ne�.:nit .2.�OO.COp Pra,lucr. [orc�pk��...1��p:i-U��n,agp�i.g�r�im�q :1,00QC06 P�r�unal-iWAd�ic�S�_n�p�n�„ryuro�� ;I.lnqf00 F g�li Orr�,�r-ncn j{��1p,C00 Fl�.r�pm��>I�m�r�lrynrNnrriirrpnrc) �U.UL`U �Ianlcal Jayment: $ 5.000 31 �Ovai3?,B_h�ll he fvr�lier-.on�n eti�.urrrcp,nof clv.m-:a-.aEw.l�Hnt All:fev��+ion5 UOf�`the - . _t�m.13�d 40 mmmeroal yen-r�l LrL�Oty�O�in lG VOOI.pi 3usine:.mvn±i�fonn 3P pQ02. !hall h:�[Ip.iAy nlamiLed. . b� In!Ivtlei5�7?rniri;¢mrnlfa��CG?Spa 'Deng•�n�eJL��callun�sl�-e�..tdlAgg��Gab•LimiL., c� inth�.ye enUor>�ment indic�ting tha:mv�.r�y.�i;pr�mary and nan.rorv�bumry. d) inJutleenJuc2inent[upreserve6o�emm=nt3limR��.�niry.�yarip�?attarnetl�. e� indune.menJar,onien[[ha[Jelete�3ryWllo.vewieuye�.«li.,mu_ f� indtl73or,'tl�Opnalm;brei12�1dor5?m'+.ntfpr Tn�filV ur DuLvque,mdbumg�li H>?le�te[i mo aPW:nteti oificuL.�II its einploy?es goA Wdwited�i,311 r..;bmrds,camn�,r.;ion;3ril/or a:ithoi f�c and Ihen vua��1��einl�e�i, pmyloYa?':mJ volnntavrt t,.r ICf�iorm C�S Ni IO. �fmgmne np2i rnur�•.I. 31 If v.:nJor.d�P: :T�i41ca a 5��.•�a u .0 in, u.l r�L��..i,-. .i,iii�id-n, mJv�t-�n�nl " _ _G., y:�, • _ _' " rp(inr-:ngth:t rh=-,�.cLqW. ai. i i . .+dV7cq irnc.CJn.i,�.rii3i[.nJ,I Vpinhty Eov>rp�r. 8j WORKERS'COMPENSATIOM&EMPLOYEPS IIABILIN St�:utory 6.1n:fiti rowring 3112molpyF�;.n;ur.'_J Uu U��c I�'L U5 �«�J.•i'o�J�.ce'.c 3:.�; :.c��Lc.;lq� Wyia l�.fe ll'�aei.•�ni:,in•.en.Jyd, �uv:•r�g.A SliliAvi'I—.:nl��>(inr.� lOveragF N o••�pluY'�=.LiaLtlily � E3cnaqiJant i1V0.UU0 Ea•bEinploy?E-Uaoas± 51UQ(l0u Pulky LimibLhceease Si0q000 vol��.ry J��II�r�h.a.•3n yr�.lo•:s�iar�,prov�d�rn a :i=,vu ��.:��hi�igaUon to Ch.Gty nf DaDuyu+. C) UMBRELW LIA8ILITY ,;;;i�n.ie�o o3gE Z o�3 SiheJWr A, Proper.y Or VenOon�v ppUer..SCrv�c¢Dro��dpr� Page 33 Qty of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors �Suppliers, Service Providers), and Right of Way Permit Holders �i Preservation of Governmental Immunities Endorsement i I N��n:vaiVei ui Govemmental 6nnwnity-Thv in;wance idnlrr rtpreysly dgi2e:�end aGrtr�thal Ihe ��i pur.:ha:r nl lhia poll�y and th�In�Inding of Iha t Ity of Dubw�uc.lutva as an AJdliiunal In;urrJ dnr� � nnt v�.+ivr�ny o(the d��f:�u�;ei nf guverninrntal immnniry avail,iMc to thc l Ity nf Guburpie.Inwa I undrr l udr of Invia Sr�linn G7(14 a:if I�,nn:y exl•.t�.nnd n�.it mrry h��amcnded irom timr[o[irne- I ? �i,iim��luag�ag�°.Thr in�.uroncr cari icr(wUir� .,�;irr�.lhn[tlm poliry of in;uranre shall mv?r mih/ �,, lho�e daim;nol sul�jr�.-t lu lhe de(rnee�d g„vrnunenlel inwmnity w�dri thr iodr ot Wvia Cectinn �', ti70.J as it nuw r:tists,+nd n•.il inay h�ainrndr�I(ioin li�ne tn fime.Thos�daimi not:ublcc[tU � ludr ol luwa SeRloi�ti70A shall be cov?red by the terms and tonditfons of thiz In;uronce pn_Iky. ', 3- ilssrrti�?n o)l�r�v.,rnmenl hnnwnllY_Thz llty of Dubuqut,luwa shall bz rzzponsiL+le tor ds<rrting any I� dcl2i�ee of FAVcinmrnlel imnwnity..ind inny d�.�w 11 miy linir end s6nll do to upon the[imely � vnillrn irc,ur>t o(lhr in;w anie�.aniri. 4. Nun-Diuial ul Co�xr,�ge.The insurance iauier ;hell nul Jriry�_uvri agr unil?� Ihi:puli�y anJ thr insivancc canirr:I�all nvt dvny eny uf lhr righls.tnd 6rnef1ls ar.iruing to the CIN of Dubuqur.losva under lhi;pnliey(m rea;ons o(guvemmeMal 6 mnunity unle,c and unlil a r.nvrt of competent jurisdie[ion lia.iulcJ in(�r�eur o(t6e dnfcnse�s)uf govri mnenlnl i�nmimity a,serted hy the Cib�ot f�ubuque,luwa. No Olher ChanRe in Poliol.The above pie;erveUon u(guvri nnirnlel nnnwnitiee:hsll not othenvl>e �. �hangr nr �Itcr thc nyvcrap.r avail�6lr unde�thr��uliry . SPECIMEN � PdK=3 ui? ScheJvle A,Vroperty Or V?ndurs�Sup�lie,,Serv�ec F•uv�]e��) � Page 34 SUBLEASE AGREEMENT BETWEEN DUBUQUE RACING ASSOCIATION, LTD., AS SUBLESSOR, AND IOWA GREYHOUND ASSOCIATION, AS LESSEE This Sublease Agreement between the Dubuque Racing Association, Ltd. ("DRA"), an lowa nonprofit corporation, as Sublessor, and the lowa Greyhound Association, LLC, an lowa nonprofit corporation, as Sublessee, is dated for reference purposes this October 29, 2014. Whereas, DRA is the lessee of the real estate and Improvements thereon described on Exhibit A attached hereto and by this reference made a part hereof (real estate and improvements collectively referred to as the "said Premises" or "Subleased Premises"); and Whereas, DRA, as Sublessor, desires to subtease said Premises to the lowa Greyhound Association to conduct live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races in accordance with the provisions of Senate File 2362 (2014 lowa Acts Chapter 1126) as enacted by the 85th lowa General Assembly and signed into by the Govemor of lowa on or about May 30, 2014; and Whereas, the lowa Greyhound Association desires to sublease the said Premises from DRA for such use; and Whereas, DRA and the lowa Greyhound Association desire to enter into this Sublease in connection therewith. Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the following mutual terms and conditions: SECTION t. TERM; RENT. 1.1 Initial Term. (1) In consideration of the rents hereinafter reserved and the terms, covenants, condifions and agreements set forth in this Sublease, DRA hereby subleases to the lowa Greyhound Association the Subleased Premises, subject to any easements and restrictions of record, for an Initial Term of five years commencing on the 1s' day of January, 2015, and ending on the 31�' day of December, 2019, subject to all of the terms, covenants, conditions and agreements contained herein. (2) (a) With respect to all portions of the Subleased Premises other than that portion designated in Exhibit A for the operation of the pari- Pagr. I mutuel wagering on simultaneously telecast horse or dog races as authorized by Senate File 2362, 85th lowa General Assembly (hereafter "SF 2362"), and as a condition this sublease, lowa Greyhound Association shall pay, in addition to taxes, fees, assessments, and other charges required to be paid by the lowa Greyhound Association under this Sublease, the rental sum specified in the lease agreement between lowa Greyhound Association and the City of Dubuque for those portions of the racetrack enclosure located outside of the Mystique casino building. (b) For lowa Greyhound Association's operation of pari-mutue� wagering on simultaneously telecast horse or dog races as authorized by SF 2362 and the lowa Racing Association, in the Subleased Premises or any portion thereof, the lowa Greyhound Association shall pay, during the initial five-year term as rental, on an annual basis, five-percent (5%) of import handle on simultaneously telecast horse or dog races, after deducting: (a) payouts to wagerers, and (b) operational expenses of simulcasting (which shall not include either (i) capital expenditures or (ii) expenses from live greyhound racing) calculated from January 1 through December 31 of the previous year. lowa Greyhound Association shall deliver the annual payment no later than January 30 each year, with the first payment due on January 3Q 2016. Any faiiure to deliver such payment as and when due shal� be deemed a material breach by lowa Greyhound Association of this Sublease Agreement. Sublessor may, in its sole discretion and without waiver of such breach, extend the date for a rental payment, provided that any such extension shall bear rate at the rate of 2% compound interest per month until paid. 1.2 Optional Renewal Term. (1) lowa Greyhound Association will have a single option �o renew this Sublease for an additional five years commencing on the 151 day of January, 2020, and ending on the 31�� day of March, 2024. DRA's current lease of the said Premises expires March 31, 2024. In the event the City of Dubuque and DRA extend the lease for the said Premises to or beyond December 31, 2025, the Renewal Term shall end on the 31�' day of December. 2025. Rent shall be at a fair market rate in addition to taxes, fees, assessments, and other charges required to be paid under this Sublease by the lowa Greyhound Association- (2) If the parties are unable to reach agreement on the fair market rental rate for purposes of the one five-year lease renewai by June 30, 2018, and if the lowa Greyhound Association requests arbiiration concerning the renewal by June 18, 2018, the disputed terms of the Sublease will be determined by binding arbitration in accordance with the rules of the American Arbltration Association as of the date for arbitration. A request for arbitration must be in writing and a wpy of the request must Page Z be delivered to the other party. The parties will each select one arbitrator and the two arbitrators will choose a third arbitrator to complete the three- person arbitration panel. Each party will deliver its final offer on each of the disputed items to the other party within fourteen days after the request for arbitration. After consultation with the parties, the arbitrators will set a time and place for an arbitration hearing. The parties may continue to negotiate all offers until an agreement is reached or a decision is rendered by the arbitrators. For purposes of determining the fair market rental rate for purposes of the one five-year lease renewal, either party may argue, and present arguments and evidence, that the renewal lease rental rate should be based upon the market value of similarly situated undeveloped land, or upon its use as a greyhound irack. The submission of the disputed items to the arbitrators will be limited to those items upon which the parties have not reached agreement. However, the arbitrators have no authority to extend the term of the lease beyond the initial five-year term or the one five-year renewal. Any such arbitration shall take place in the City of Dubuque, unless otherwise agreed. (3) The arbitrators must render a decision within fifteen days after the hearing. The arbitrators will give written explanation for the decision and the decision of the arbitrators is final and binding on the parties, and any decision of the arbitrators may be entered in any court having competenl jurisdiction. The decision by the arbitrators and the items agreed upon by the parties will be deemed to be the lease between the parties and such final lease is not subject to the approval of the governing body of the City of Dubuque, the lowa Greyhound Association, the lowa Racing and Gaming Commission, or any other government body. Each party to the arbitration will bear its own expenses, including attorney fees, and the parties will share equaily the filing and other administrative fees of the American Arbitration Association and the expenses of the arbitrators. (4) Noiwithstanding any other provision of this sublease agreement, or in lowa Greyhound Association's lease with the City of Dubuque for the exterior portions of the racetrack enclosure shown in the attached Exhibit B excluding the maintenance shop shown in Exhibit 8-1 , no arbitration or mediation provisions shalt apply to the renewal or renewal terms relating to simultaneous�y telecast horse or dog races, which shall be at all times a matter of mutual agreement not subject to mandatory mediation or arbitration terms and wholly independent of the sublease of the racehack enclosure for purposes of live greyhound racing. 1.3 lowa Greyhound Association acknowledges and agrees that it is the intent of the parties that DRA must not incur any costs related in any way to lowa Greyhound Association's financing, lease or operation of the Subleased Premises Page 3 SECTION 2. IOWA GREYHOUND ASSOCIATION'S OBLIGATIONS. 2.1 In addi�ion to all other lowa Greyhound Association obligations set forth in this Sublease, this Sublease is contingent upon the following: (1) lowa Greyhound Association obtaining a license pursuant to the requirements of lowa Code § 99D.9A on or before December 1, 2014, and maintaining such license during the entire term of this Sublease. (2) lowa Greyhound Association making an offer of employment to all persons employed (full-time, part-time, or seasonal) by DRA within the racetrack enclosure as of October 31, 2014, in accordance with lowa Code § 99D.9A, in accordance with lowa Code § 99D.9A, such employment for seasonal employees to commence at the appropriate times, and for non-seasonal employees on or before January 1, 2015. (3) Existing collective bargaining agreements concerning employees at the racetrack must be honored by the lowa Greyhound Association. (4) Live dog racing requirements. The lowa Greyhound Association must conduct, for calendar year 2015, no fewer than sixty live race days with nine live races per day during the racing season, and for calendar year 2016 and subsequent calendar years covered by the lease, no fewer than ninety-five live race days with nine live races per day during each racing season. However, upon mutual agreement by the parties, subject to approval by the lowa Racing and Gaming Commission, the number of race days for one or more live racing seasons may be reduced so long as the lowa Greyhound Association conducts a minimum number of live races and racing days during that season. DRA may, in its sole discretion, terminate this Sublease with respect to live dog racing on January 1 of the year following the calendar year in which such live dog racing was not conducted by the lowa Greyhound Association; the lease for the Subleased Premises, however, in such event, this sublease shall not terminate with respect to lowa Greyhound Association's conduct of pari- mutuel wagering on simultaneously telecast horse or dog races at Mystique as authorized by SF 2362 and the lowa Racing and Gaming Commission, so long as the lowa Greyhound Association remains in full compliance with the terms and conditions of this Sublease (except for the conduct of live dog racing), and in compliance with lowa Greyhound Association's lease with the City of Dubuque for the exterior portions of the racetrack enclosure. 2.2 Neither (a) equipment (including but not limited to the Alidritt Lure System and other equipment owned, leased, or rented by DRA, without regard to whether or noi it was used by DRA in pari-mutuel wagering and live racing andlor simulcasting), nor (b) furniture, furnishings, or other personal property owned or Pa�e 4 leased by DRA at the time lowa Greyhound Association takes possession under [his sublease or thereafter, is included in this sublease. However, lowa Greyhound Association may purchase furniture, fumishings, and equipment (including the Alldritt Lure System) used by DRA for pari-mutuel wagering or for live dog races, on such terms as the parties may separately agree, prior to taking possession under this sublease. SECTION 3. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST. 3.1 lowa Grevhound Association's Riqht To Encumber Leasehoid Interest. Only with the prior written consent of DRA and the City Council of the City of Dubuque, in their sole discretion, may the lowa Greyhound Association encumber by mortgage, deed of trust or other proper instrument, its leasehold interest and estate in the Subleased Premises, as security for any indebtedness of the lowa Greyhound Association or other person or entity, and provided that no such encumbrance may extend beyond the term of this Sublease. The lowa Greyhound Association must provide prompt written request to DRA and the City of Dubuque of any such proposed encumbrance together with a copy of the proposed encumbrance. Such proposed encumbrances shall also be subject to approval of the lowa Racing and Gaming Commission. 32 Notice To Holder Of Encumbrance' Riqht Of Holder To Cure lowa Grevhound Association's Defaufl. If the lowa Greyhound Association encumbers its leasehold interest and estate in the Subleased Premises and if the lowa Greyhound Association, or the holder of the indebtedness, its successors and/or assigns Qhe "Holder") secured by the encumbrance gives notice to DRA of the existence of the encumbrance and the address of the Holder, then ORA will mail or deliver to the Holder, at such address, a duplicate copy of all notices in writing which DRA may, from time to time, give or serve on the lowa Greyhound Association under and pursuant to the terms and provisions of this Sublease. The copies must be mailed or delivered to the Holder at, or near as possible to, the same time the notices are given to or served on the lowa Greyhound Association. The Holder may, at its option, at any time before the rights of the lowa Greyhound Association are terminated as provided in this Sublease, pay any of the rents due under this Sublease or pay any taxes and assessments, or do any other act or thing required of the lowa Greyhound Association by the terms of this Sublease, or do any act or thing that may be necessary and proper to be done in the observance of the covenants and conditions of this Sublease or to prevent the termination of this Sublease; provided, however, that the doing of any act or thing requiring possession of the Subleased Premises is subject to the further rights of Holder as set forth in Section 17,2. All payments so made and all things so done and performed by the Holder are effective to prevent a foreclosure of the rights of the lowa Greyhound Association thereunder as the same would have been if done and performed by the lowa Greyhound Association. Poge � 3.3 Mechanic's Liens. Neither the lowa Greyhound Association nor anyone claiming by, through, or under the lowa Greyhound Association may file or place any mechanic's lien upon the Subleased Premises and notice is hereby given that no contractor, su6contractor, or anyone else who may furnish any material, service or labor for any building, improvement, alteration, repair or any part thereof, may at any time be or become entitled to any lien thereon, and for the further security of DRA, the lowa Greyhound Association covenants and agrees to give actual notice thereof in advance, to any and all contractors and subcontractors who may furnish or agree to offer any such material, service or labor. SECTION 4. TAXES AND FEES. 4.1. lowa Greyhound Association agrees to pay all real estate taxes levied upon the real estate of the Subleased Premises that become payable (as such taxes come due) during the initial and renewal term, if applicable, hereof and which would become delinquent if not so paid during the term hereof. The lowa Greyhound Association must provide to DRA official receipts of the appropriate taxing authority or other evidence satisfactory to DRA evidencing payment thereof. 42. During the term of this Sublease, the lowa Greyhound Association agrees to pay any and all other taxes, fees (including but not limited to stormwater fees or other utility charges), 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 the Subleased Premises and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, any buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed upon the leasehold estate hereby created and upon the reversionary estate in the Subleased Premises during the term hereof and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, and all such other taxes, rates, charges, levies and assessments must be paid by the lowa Greyhound Association as Ihey become due and before they become delinquent during the term hereof. 4.3. lowa Greyhound Association agrees to timely pay all taxes, assessments or other public charges levied or assessed by lawful authority (but reasonably preserving the lowa Greyhound Association's rights of appeal) against the trade fixtures, furniture, iumishings, fixtures, equipment, and other personal property that is owned, ieased, rented, or othenvise in the possession and control of lowa Greyhound Association and utilized on or for the benefit of the Subleased Premises, during the term of this Sublease. 4.4. Nothing herein requires the lowa Greyhound Association to pay any of DRA's income taxes, surtaxes, excess profit taxes or any taxes on the rents or Page 6 otherwise reserved to DRA hereunder. Nothing herein requires DRA to pay any of lowa Greyhound Association's income taxes, surtaxes, property taxes, excess profit taxes or any taxes on the rents or othenvise reserved to lowa Greyhound Association hereunder. 4.5. lowa Greyhound Association has at all times the right to contest in good faith, in any proper proceedings, in the name of DRA if necessary, the payment or satisfaction of any such taxes, assessments, rates, charges or tevies so agreed to be paid by the lowa Greyhound Association, if the validity thereof, or the right to assess or levy the same against or collect the same from said Subleased Premises, is disputed with respect to the Subleased Premises. Upon the conclusion of any such sui� 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, the lowa Greyhound Association must promptly pay and satisfy such disputed tax, assessment or other charge as finally determined. The lowa Greyhound Association shall a�so promptly pay and satisfy all expenses, costs and attorneys' fees whatsoever incurred in connecfion therewith. SECTION 5. UTILITIES. The lowa Greyhound Association must pay, before delinquency, all separately metered charges to Ihe subleased areas related to communications systems and services, telephone, cable, Intemet, water, wastewater, stormwater, sewer, gas, heat, electricity, power, trash disposal, and not limited by the foregoing list, ail other utilities and services of whatever kind and nature which may be used in or upon the Subleased Premises. With respect to non-metered utilities, lowa Greyhound Association is solely responsible for any additional metering required for any utilities and the cost of installing any such metering. DRA and lowa Greyhound Association may agree in a writing duly executed by both parties, to share the cost of utilities supplied to DRA that cannot be separately metered, provided however that each party's share of the cost shall be based on the total cost of the shared seroices, including but not limited to the cost of equipment (as the same may have been depreciated on DRA�s financial statements) used for the services, capital costs (including interest) as depreciated, and actual usage of billed services by the respective parties. SECTION 6. CONDITION OF SUBLEASED PREMISES AND REPAIRS. 6.1. The lowa Greyhound Association has made an adequate inspection of the Subleased Premises and accepts same "As Is." DRA makes no warranties or representations regarding the condition of the Subleased Premises un�ess otherwise specifically stated herein. The lowa Greyhound Association must at all times during the term of this Sublease, at the lowa Greyhound Association's expense, keep the Subleased Premises, and all sidewalks, curbs, and all appurtenances to the Subleased Premises, in good order, condition and repair, casualties and ordinary wear and tear excepted. The lowa Greyhound Association must keep and maintain the Subleased Premises in a condition Pa�e 7 consistent with other similarly classed operations. The lowa Greyhound Association must keep the Subleased Premises in such condition as may be required by law and by the terms of the insurance policies fumished pursuant to this Sublease, whether or not such repair must be interior or exterior, and whether or not such repair must be of a structural nature. Upon reasonable notice to the lowa Greyhound Association, DRA may, at its discretion and at its cost, conduct an annual inspection of the Subleased Premises to determine the lowa Greyhound Association's compliance with this Section 6. 62. The lowa Greyhound Association agrees that, at all times during the Sublease term, lowa Greyhound Association shall, at its own expense, maintain, preserve and keep the Subleased Premises in good repair, working order and condition. 6.3 The lowa Greyhound Association may not commit waste on the Subleased Premises except as necessary for its business purposes including the removal or construction of any buildings and Improvements on the Subleasetl Premises, and is liable for any damages to or destruction of any buildings or improvements on the Subleased Premises resulting from waste and will repair or rebuild such buildings or improvements. The lowa Greyhound Association may remove existing improvements or construct new improvements on the Subleased Premises subject to all of the terms and conditions of this Subtease provided the lowa Greyhound Association has received the prior written approval of DRA. SECTION 7. COMPLIANCE WITH LAW. During the term of this Sublease, the lowa Greyhound Association must comply with all local, state and federal laws applicable to the lowa Greyhound Association's use of the Subleased Premises, including but not limited to the Americans with Disabilities Act and the lowa Smoke Free Air Act. SECTION 8. ALTERATIONS. lowa Greyhound Association may, subject to the prior written consent of both DRA and the City of Dubuque, in their sole discretion, make any alteration, addition, or modification to the Subleased Premises ("the lowa Greyhound Association Improvements") that equa�s or exceeds Five Thousand and 00/100 Dollars ($5,000.00) in cost, at the lowa Greyhound Association's expense, from time to time during the term of this Sublease. Any afteration, addition or modification of the Subleased Premises by fhe lowa Greyhound Association at a cost of less than Five Thousand and DO/100 Dollars ($5,000.00) does not require DRA's consent, but must be made solely at the lowa Greyhound Association expense and only after not less than sixty (60) days prior written notice to DRA of such alteration, addition or modification. Plans and specifications with respect to the lowa Greyhound Association Improvements and the construction of the lowa Greyhound Association Improvements must be in conformity with all applicable laws and regulations. The lowa Greyhound Association must submit to DRA, for approval Page 3 by DRA, plans, drawings, specifications, and related documents with respect to the lowa Greyhound Association Improvements to be constructed by the lowa Greyhound Association on the Subleased Premises. All work with respect to the lowa Greyhound Association Improvements must be in substantial conformity with the construction plans approved by DRA. All aRerations, addi�ions, or modifications to the Subleased Premises must be coordinated with the then- existing improvements on the Subleased Premises and any other the lowa Greyhow�d Association Improvements in the general vicinity of the Subleased Premises. SECTION 9. USE OF SUBLEASED PREMISES. 9.1. lowa Greyhound Association must operate the Subleased Premises solely for live dog racing, pari-mutuel wagering on live dog races and simuttaneously telecast horse or dog races, as provided in SF 2362 and authorized by the lowa Racing and Gaming Commission, and may not knowingly use or allow the Subleased Premises or any 6uildings or improvements thereon or any appurtenances thereto, to be used or occupied for any other purpose or any unlawful purpose or in violation of any certificate of occupancy. The lowa Greyhound Association may not suffer any act to be done or any condition to exist within the Subleased Premises, or permit any aRicle to be brought lherein, which is dangerous, unless safeguarded as required by law, or which, in taw, constitutes a nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. Notwithstanding the foregoing, lowa Greyhound Association may enter into a contrect or contracts with qualified entities to assist lowa Greyhound Association in the operation and management of live dog racing, pari-mutue� wagering on �ive dog races and simultaneousty telecast horse or dog races, subject to the prior approval of DRA and the lowa Racing and Gaming Commission. 9.2 lowa Greyhound Association must take alt reasonable steps to implement a smooth Uansition of the Subleased Premises from DRA to the lowa Greyhound Association, holding DRA harmless from any claims arising therefrom. 9.3. During the term of this Sublease, the lowa Greyhound Association may not change the use of the Subleased Premises. 9.4. The lowa Greyhound Association may not cause, allow or permit any outdoor storage of any materials, objects or things of any kind, including refuse, trash or garbage, at any time on the Subleased Premises. Notwithsianding the foregoing, refuse storage is permissible in an accessory storage enclosure if DRA or its designee determines that the structure is in character with the principal building being served and constructed of the same quality permanent materials as the principal building being served. The accessory structure must be within dose proximity to the principal building being served. Where the structure exceeds 200 square feet in area, at teast 1/3 of the structure's exterior perimeter Pnge 9 must be landscaped with omamental trees and shrubs. SECTION 10. INSURANCE 10.1 , The lowa Greyhound Association must maintain during the term of this Sub�ease insurance to meet the coverage and limits of coverage of the greater of the following: (a) requirements as set forth in the City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders Insurance Schedule for lessees of City Property, as such uniform, standardized schedu�e may from time to time be amended OR (b) property/casualty, liability, workers compensation, employment practices liability, and other insurance coverages maintained by DRA, with equivalent coverage limits, for its own operations within the racing/casino/simulcasting areas. The current City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders insurance schedule (Insurance Schedule A) is attached to this Sublease as Exhibit C. The City of Dubuque, lowa or DRA will provide the lowa Greyhound Association written notice of any amendment to the Insurance Schedule not less than sixty days prior to the effective date of such amendment. 10.2. During construction of any of the lowa Greyhound Association Improvements or other alteration, addition or modification on the Subleased Premises, the lowa Greyhound Association must maintain builder's risk insurance, written on the Special Perils Form in an amount equal to one hundred percent (100%) of the replacement value of Improvements as the same exists from time to time during the construction process. 10.3. The lowa Greyhound Association must maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of DRA or the City of Dubuque must furnish proof of the payment of premiums on), property insurance against loss and/or damage to improvements under an insurance policy written on the Special Perils Form in an amount not less than the ful� insurable replacement value of improvements, but any such po�icy may have a deductible amount o( not more than $5Q000.00. No policy of insurance may be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by City of I Dubuque. The term "replacement value" must mean the actual replacement cost of improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and will be determined from time to time at the request of DRA or the City of Dubuque, but not more frequently than once every three years, and paid for by the lowa Greyhound Association. 10.4. lowa Greyhound Association must purchase all insurance required by the Page 10 terms of this Sublease responsible insurance companies having a minimum A.M. Best rating of A- Class VII, or otherwise approved by DRA, that are authorized under the laws of the State of lowa to assume the risks covered thereby. lowa Greyhound Association must provide DRA by December 15, 2014, an update annually by not Iater than December 15 of each year or withfn 10 days of the insurance being bound, whichever is earlier, a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. All insurance required by this Section 10 must include DRA and the City of Dubuque, lowa as additional named insureds, and all ceRificates of coverage provided must expressly list DRA and the City of Dubuque as additional named insureds. lowa Greyhound Association must fumish evidence satisfactory to DRA and the City of Dubuque that the policy has been renewed or replaced by another policy conforming to the provisions of this Sublease, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the lowa Greyhound Association may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event the lowa Greyhound Association must deposit with DRA and the City of Dubuque a certificate or certificates of the respective insurers as to the amount of coverage in force upon Improvements, provided, however, the specific limit may not be impaired. 10.5. lowa Greyhound Association agrees to notify DRA and the City of Dubuque immediately in the case of damage exceeding $10,000.00 in amount to, or destruction of, the Subleased Premises or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), must be paid directly to the lowa Greyhound Association, and the lowa Greyhound Association must forthwith repair, reconstruct and restore the Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Ihe lowa Greyhound Association must apply the Net Proceeds of any insurance relating to such damage received by Ihe lowa Greyhound Association to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property. 10.6. lowa Greyhound Association must complete the repair, reconstruction and restoration of the Subleased Premises, whether or not the Net Proceeds of insurance received by the lowa Greyhound Association for such purposes are sufficieni. SECTION 11. APPROVAL CONTINGENCY. This Sublease is contingent upon the prior approval of: (a) DRA's Board of Directors; (b) the City of Dubuque; (c) the lowa Racing and Gaming Commission; (d) lowa Greyhound Association; and (e) DRA's lenders. Pnge 1 I SECTION 12. IOWA GREYHOUND ASSOCIATION'S WARRANTIES AND REPRESENTATIONS 12.1 . lowa 6revhound Association's Compiiance With Law. (1) The lowa Greyhound Association warrants that it is validly exisiing and in good standing under the laws of the State of lowa as a nonprofit organization. (2) The lowa Greyhound Association covenants and agrees that the lowa Greyhound Association will comply with all applicabie local, state and federal laws, rules, regu�ations and permits with regard to the Subleased Premises and its use, occupancy and control uf the Subleased Premises. (3) The lowa Greyhound Association covenants and agrees that the lowa Greyhound Association will acquire and maintain any and all applica6le permits, licenses or authorizations as may be necessary for the lowa Greyhound Association's use. occupancy, and control of the Subleased Premises, and for the conduct of live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races, as provided in Senate File 2362/lowa Code section 99D.9C, as conditions precedent to this Sublease. 122 Environmental Matters- (1) The lowa Greyhound Association covenants and agrees that neither DRA nor the City of Dubuque shall have any responsibility for or liability arising from any release of a Hazardous Substance on the Subleased Premises which is caused by or results from or during the lowa Greyhound Association's use, occupancy or control of the Subleased Premises, nor shall DRA or the City of Dubuque have any responsibility for or liability arising from any Hazardous Substance which leaches or migrates upon the Subleased Premises from any property owned by the City of Dubuque. Further, neither DRA nor the City of Dubuque shall have any responsibility for any Hazardous Substance which leaches or migrates upon the Subleased Premises from any adjacent property, or any release of a Hazardous Substance which is caused by lowa Greyhound Association's use, occupancy, or conVol of the Subleased Premises or which pre-exists the date of this Sublease, except that DRA and the City of Dubuque, as appropriate, must cooperate fuliy with any response to such release by lowa Greyhound Association or others. (2) lowa Greyhound Association covenants and agrees to notify DRA and the City of Dubuque promptly of any release of Hazardous Substance in, on or about the Subieased Premises of which the lowa Greyhound Association has knowledge. Ptige I? (3) lowa Greyhound Association covenants and agrees to promptly take any and all necessary and appropriate response to address any release of Hazardous Substance for which the lowa Greyhound Association is responsibie. Such response must include, without limitation, notification to appropriate govemmental authorities, as may be required by law. (4) lowa Greyhound Association covenants and agrees not to manufacture, treat or dispose of Hazardous Substances at the Subleased Premises or knowingly allow the manufacture, treatment, or disposal of Hazardous Substances on the Subleased Premises. lowa Greyhound Association covenants and agrees to use and store any Hazardous Substances at the Subleased Premises only in full accordance with law. (5) For the purposes of this Sublease, "Hazardous Substance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local govemment, the State of lowa or the United States Government. It indudes, without limitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 455B, lowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the Federal Resource Conseroation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous subsiance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" does not include any air emissions discharged into the atmosphere as allowed by a duiy issued permit from the applicable governmental agency. SECTION 13. DRA RIGHTS OF ACCESS. 13.1. Ripht of EnW for Utilitv Seroice. DRA reserves for itself, and for any public utility company, as may be appropriate, the unqualified right to enter upon the Subleased Premises and upon the exterior portions of the racetrack endosure leased by the lowa Greyhound Association from the City of Dubuque shown in Exhibits B and B-1 (collectively referred to hereafter as "DRA Access Areas"), at a�l reasonable times for the purpose of reconstructing, maintaining, repairing, or servicing the public utilities located within the boundary lines of the Subleased Premises. Before entering the DRA Access Areas, for any such purpose, DRA shall provide reasonable notification to lowa Greyhound Page 13 Association of its intent to enter the Subleased Premises for such purposes. DRA fuRher reserves for itself the right to enter upon the DRA Access Areas at all reasonable times for the purpose of accessing areas within DRA Access Areas and the Maintenance Shed and curtilage that remains in the real estate lease between DRA and the City of Dubuque, as indicated on the attached Exhibits, for the performance or verification of any duties required of DRA or lowa Greyhound Association under this sublease agreement or ancillary agreements, and for emergency purposes. DRA shall provide reasonable notice to lowa Greyhound Association of DRA's access to the Subleased Premises on an individual or scheduled basis, as appropriate to the circumstances; however, DRA need not provide notice to lowa Greyhound Association for entry upon the Subleased premises for the purpose of accessing the Maintenance Shed by DRA's employees, contractors, agents, or other persons authorized by DRA. 132. lowa Grevhound Association Not to Construct Over Utilitv Easements. The lowa Greyhound Association may not construct any building or other structure or improvements on, over, or within the boundary lines of any easement for public utilities unless such construction is provided for in such easement or has been approved by DRA in writing. If approval for such construction is requested by the lowa Greyhound Association, DRA will cooperate to assure that such approval will not be withheld unreasonably. 13.3. Inspection of Subleased Premises. In addition to access othenvise approved by the lowa Greyhound Association, an authorized representative of ORA, as designated in writing by his or her DRA Manager, shall have the right to enter and have access to the Subleased Premises, whether or not events are in operation, at aIl reasonable times and for any reasonable purposes, as long as such entrances do not unreasonably interfere with lowa Greyhound Association's right to quiet occupancy. lowa Greyhound Association shall also provide unfettered access by DRA personnel andlor DRA contractors to the maintenance shed in the kennel area, and to other parts of the racetrack area that continue to be leased by DRA from the City of Dubuque. Such entrances shall be subject to the rules of the lowa Racing and Gaming Commission. SECTION 14. INDEMNIFICATION. 14.1 Indemnification of the lowa Grevhound Association. To the extent allowed by taw, DRA will indemnify and save harmless the lowa Greyhound Association 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 the lowa Greyhound Association by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Subleased Premises and resulting from any act or omission of DRA or anyone acting by, through, or under DRA, and (b) any failure on the part of DRA to perform or Pagc 14 comply with any of the terms of this Sublease. In case any action, suit or proceeding is brought against the lowa Greyhound Association by reason of such occurrence, DRA will, at DRA expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by the lowa Greyhound Association, which approval will not be unreasonably withheld. 14.2 Indemnification of DRA. The lowa Greyhound Association will indemnify and save harmless DRA 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 DRA by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Subleased Premises during the term of this Sublease and resulting from any act or omission by the lowa Greyhound Association or anyone claiming by, through or under the lowa Greyhound Association during the term of the Sublease and (b) any failure on the part of the lowa Greyhound Association to perform or comply with any of the terms of this Sub�ease, and (c) any material breach on the part of the lowa Greyhound Association of any warranty or representation contained in Section 12. In case any action, suit or proceeding is brought against DRA by reason of such occurrence, the lowa Greyhound Association will, at the lowa Greyhound Association's expense and discretion, either de(end such action, suit or proceeding, or cause the same to be defended by counsel approved by DRA, which approval will not be unreasonably withheld. 14.3 Survival. The obligations and liabilities under this Section survive and continue in ful� force and effect and may not be terminated, discharged or released, in whole or in part, irrespective of the termination or expiration of the term of this Sublease. SECTION 15. CONDEMNATION. 15.1 Entire Condemnation. If at any time during the term of this Sublease all or substantially all of the Subleased Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then this Sublease will terminate on the date of vesting of title in such taking and any prepaid rent will be apportioned as of said date. Substantially all of the Subleased Premises will be deemed to have been taken if the remaining portion of the Subleased Premises will not be of sufficient size to permit the lowa Greyhound Association, in the lowa Greyhound Association's sole discretion, to operate its business thereon in a manner similar to that prior to such taking. 15.2 Allocation of Award. Any award for such taking of all or substantiaily all of the Subleased Premises will be paid to the parties hereto in accordance with the following: Page I S (1) To DRA, the amount of the award attributable to the Subleased Premises, determined as if this Sublease was not in effect at the time of such award, excluding therefrom the amount of the award attributable to the Tenant Improvements, and all other sums not directly attributable to the value of the Land constituting the Subleased Premises; (2) To the lowa Greyhound Association, the balance of the award remaining after payment of. the portion of the award allocated to DRA above, and (b) the portion of the award allocated to the Ciry of Dubuque in accordance with the terms and provisions of ihe lease agreement between the City of Dubuque and DRA for the Subleased Premises. 15.3 Partial Condemnation. (1) If less than all or substantially all of the Subleased Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then the lowa Greyhound Association, at its option, may elect to continue this Sublease in full force and effect or terminate this Sublease. If the lowa Greyhound Association elects to maintain this Sublease in full force and effect, the award for such partial condemnation will be allocated as provided in Section 15.2, and the lowa Greyhound Association must proceed with reasonable diligence to carry out any necessary repair and restoration so that the remaining improvements and appurtenances must constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Sublease. In the event the lowa Greyhound Association elects to continue this Sublease in full force and effect after a partial condemnation, the Base Rent will be reduced in proportion to the area of the Subleased Premises taken. (2) Should the lowa Greyhound Association elect to terminate this Sublease upon a partial condemnation, the lowa Greyhound Association must provide DRA with written notice of such election within thirty (30) days after the date of vesting of titie for such taking. The lowa Greyhound Association must specify in such written notice the date on which this Sublease will terminate, which date may be not less than 60 days nor more than 360 days after delivery of such notice to DRA (the "Termination Date"). In the event the lowa Greyhound Association terminates this Sublease, as provided for in this Section 15.3, the lowa Greyhound Association will be entitled to the entire award for such partial taking. 15.4 Temqorary Takinq. If the temporary use of the whole or any part of the I Subleased Premises or the appurtenances thereto is taken at any time during the term of this Sublease in the exercise of the power of eminent domain by any sovereign, municipality, or other authority, the term of this Sublease will not be Page I6 reduced or affected in any way, and the lowa Greyhound Association must 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 ihe lowa Greyhound Association, and the entire award for such temporary taking will be paid to the lowa Greyhound Association. lowa Greyhound Association must repair and restore any and all damage to the Subleased Premises and the Improvements as soon as reasonabry practicable after such temporary taking. SECTION 16. ASSIGNMENT AND SUBLETTING. lowa Greyhound Association may not assign any of its rights, duties or ob�igations under this Sublease, in whole or in part, to any other person, firm, corporation or entity without the prior written consent of (a) DRA's Board of Directors, (b) the Ciry of Dubuque, and (c) the lowa Racing and Gaming Commission. SECTION t7. DEFAULT. 17.1 DRA's Riqhts in the Event of the lowa Grevhound Association's DefaulL If the lowa Greyhound Association matenally fails or neglects to observe, keep or perform any of the covenants, terms or conditions contained in this Sublease on its part to be obseroed, kept or performed, and the default must continue for a period of thirty (30) days after written notice from DRA setting forth the nature of the lowa Greyhound Association's default, then and in any such event, DRA has the right at its option, on written notice to the lowa Greyhound Association, to terminate this Sublease. DRA thereafter has the right to enter and take possession of the Subleased Premises, including but not limited to Furniture, Furnishings, Fixtures, Equipment, Intangible Property and Inventory, and to remove all other personal property from the Subleased Premises and all persons occupying the Subleased Premises and to use all necessary and legal force therefor and in al� respects to take the actual, full and exdusive possession of the Subleased Premises and every part of the Subleased Premises as of DRA's original estate, without incurring any liability to the lowa Greyhound Association or to any persons occupyfng or using the Subleased Premises for any damage caused or sustained by reason of such entry on the Subleased Premises or the removal of persons or property from the Subleased Premises. DRA has all other rights availab�e to it provided by law or equity. 17.2 lowa Grevhound Association's Riqhts in the Event of DRA's Default, If DRA materially fails or neglects to observe, keep or perform any of the covenants, terms or conditions coniained in this Sub�ease on its part to be observed, kept or performed, and the default continues for a period of thirty (30) days after written notice from the lowa Greyhound Association setting forth the nature of DRA's defauR (it being intended that in connection with a default not susceptible of being cured with diligence within thirty (30) days, the time within which DRA has to cure the same will 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, the lowa Greyhound Pagc 17 Association will have all rights available to it provided by law or equity. SECTION 18. RIGHT TO CURE OTHER'S DEFAULTS. Whenever and as often as a party fails or neglects to comply with and perform any term, covenant, condition or agreement to be complied with or performed by such party hereunder, then, following thirty (30) days' prior written notice to such defaulting party (or such additional time to cure as may be accorded the DRA pursuant to Section 172 above, but in no event longer than ninety (90) days), 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 Subleased Premises, 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 must 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 comprying with or performing such term, covenant, condition or agreemenL 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 immediate�y preceding sentence will not be deemed to obligate such other party to wmplete the curing of any term, covenant, condition oragreement which is in default. Either party, upon giving twenty (20) days' written notice to the other, may offset amounts due to the other party for any amounts the notifying party pays or incurs hereunder proper the obligation of the other party to whom such notice is sent. SECTION 19. QUIET ENJOYMENT. DRA covenants that at all times during the term of this Sublease, so long as the lowa Greyhound Association is not in default hereunder, the lowa Greyhound Association's quiet enjoyment of the Subleased Premises or any part thereof will not be disturbed 6y any act of DRA, or of anyone acting by, through or under DRA. SECTION 20. ESTOPPEL CERTIFICATES. Each party hereto agrees that at any time and from time to time during the term of this Sublease, within ten (10) days after request by the other party hereto or by any lender having an interest in the lowa Greyhound Association's leasehold estate, it will execute, acknowledge and deliver to the other party or to such lender or any prospective purchaser, assignee or any mortgagee designated by such other party, a certificate stating (a) that this Sublease is unmodified and in force and effect (or if there have been modifications, that this Sublease is in force and effect as modified, and identifying the modification agreements), (b) the date to which rent has been paid, (c) whether or not there is any existing default by the lowa Greyhound Association in Ihe payment of any rent or other Pnge 13 sum of money hereunder, and whether or not there is any other existing default by either party hereto with respect to which a notice of default has been served, and, if there is any such default, specifying the nature and extent thereof; and (d) whether or not there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate. SECTION 21. WAIVER. No waiver by either party hereto of any breach by the other of any term, covenant, condition or agreement herein and no failure by any party to exercise any right or remedy in respect of any breach hereunder, will constitute a waiver or relinquishment for the future of any such term, covenant, condition or agreement or of any subsequent breach of any such term, covenant. condition or agreement, nor bar any right or remedy of the other party in respect of any such subsequent breach, nor will the receipt of any rent, or any portion thereof, by DRA, operate as a waiver of the rights of DRA to enforce the payment of any other rent then or thereafter in default, or to terminate this Sublease, or to recover the Subleased Premises, or to invoke any other appropriate remedy which DRA may select as herein or by law provided. SECTION 22. SURRENDER. The lowa Greyhound Association must, upon the earliest to occur of the following: on the last day of the initial term without renewal, the expiration of the renewal term, or upon any termination of this Sublease, surrender and deliver up the Subleased Premises, with the Improvements and fixtures then located thereon into the possession and use of DRA, without fraud or delay and in good order, condition and repair, reasonable wear and tear excepted, free and dear of all lettings and occupancies, free and clear of all liens and encumbrances other than those existing on the date of this Sublease and those, if any, created by DRA, without any payment or allowance whatsoever by DRA to lowa Greyhound Association on account of or for any buildings or improvements erected or maintained by DRA or lowa Greyhound Association on the Subleased Premises or for the contents thereof or appurtenances thereto, unless agreed to in a writing duly executed by both parties. No holdover is allowed. SECTION 23. MEMORANDUM OF LEASE. Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Sublease in a form suitable for recording setting forth the names of the parties hereto and the term of this Sublease, identifying the Subleased Premises, and also including such other c�auses therein as either party may desire. SECTION 24. NOTICES. Pa�e 19 24.1 All notices, demands or other writings in this Sublease provided to be given or made or sent, or which may be given or made or sent, by either party to the other, witl 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 by email or facsimile addressed as follows: To DRA: Dubuque Racing Association, Ltd, Attn: Jesus Aviles, President & CEO 1855 Greyhound Park Road Dubuque, lA 52001 In all cases, with copy to: Stephen C. Krumpe O'Connor & Thomas, P.C. 700 Locust Street, Suite 200 Dubuque, lA 52001 To City of Dubuque, lowa: Attn: City Manager City Hall 13th St. & Central Ave. Dubuque, lA 52001-4864 F a cs i m i l e: 563-589-4149 Email: To lowa Greyhound Association: Attn: Bob Hardison 19149 Hwy175 Onawa, lA 51040 In all cases, with copy to: I Crawford & Mauro Law Firm I Attn: Jerry Crawford 1701 Ruan Center I, Des Moines, lowa 50315 Facsimi le: 515-245-5421 242 The address and/or facsimile number lo which any no4ce, demand or Page ?0 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 25. MISCELLANEOUS. 25.1 Time of the Essence. Time is of the essence of this Sublease and all o/ its provisions. 252 Governinq Law/Severabilitv. It is agreed that this Subtease will be governed by, construed and enforced in accordance with the laws of the State of towa, and that, except as provided in Section 12 herein, any litigation between the parties arising out this Sublease must be brought and maintained only in the lowa District Court for Dubuque. This Sublease shall be interpreted and construed to compiy with lowa Racing and Gaming Commission rules and regulations relating to live pari-mutuel greyhound racing, pari-mutue� wagering on simultaneously telecast horse or dog races, and land-based casino gambling, and all other applicable lowa laws and regulations. This Sublease may be amended from time to time in accordance with Section 25.4, below, in order to comply with such laws and lowa Racing and Gaming Commission rules and regu�ations. 25.3 Paraqraph Headin4s. The titles to the paragraphs of this Sublease are solely for the convenience of ihe parties and may not be used to explain, modify, simplify or aid in the interpretation of the provisions of this Sublease. 25.4 Modification of Aqreement. Any modification of this Sublease or additional obligation assumed by either party in connection with this Sublease will be binding only if evidenced in a writing duly executed by each party or an authorized representative of each party, and approved in writing by the entities listed in Section 11, herein. 25.5 Parties Bound. This Sublease is binding on and inures to the benefit of and must apply to the respective successors and assigns of DRA and the lowa Greyhound Association. All references in this Sublease to "DRA" or "the lowa Greyhound Association" will be deemed to refer to and inciude successors and assigns of DRA or the lowa Greyhound Association without specific mention of such successors or assigns. 25.6 Force Maieure. In the event that either party hereto is delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability of construction materials, unavailability or excessive price of fuel, power failure, riots, insurrec[ion, war, terrorist activities, explosions, hazardous conditions, fire, flood, weather or acts of God, or by reason of any other cause beyond the exdusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Sublease (collectively "Force Majeure"), then performance of such Paec 21 act will be excused for the period of the delay and the period for the performance of any such act will be extended for a period equivalent to the period of such delay. 257. Conflict of Interest. lowa Greyhound Association agrees that no officer, director, or employee of DRA who exercises or has exercised any functions of responsibility with respect to the Subleased Premises shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, in any contracts awarded by lowa Greyhound Association for work to be performed or services to be provided to lowa Greyhound Association in connection with the Subleased Premises at any time during such person's tenure. 25.8. Non-Discrimination. The lowa Greyhound Association agrees that it will at all times conduct operations on the Subleased Premises for use by the general public without regard to race, color, age, disability, creed, religion, national origin, sex, or other legally protected category; provided, however, that the lowa Greyhound Association may prepare and promulgate rules for the purpose of regulating the admission of persons for the purpose of conducting live dog racing, pari-mutuel wagering on live dog races and simultaneously telecasting horse or dog races in accordance with the regulations of the lowa Racing and Gaming Commission. [SIGNATURE PAGES AND CONSENTS FOLLOW] Page 3� IOWA GREYHOUND ASSOCIATION, SUBLESSEE: e y: �o'L, %✓�✓��v� -� Bob Hardison President Date: i� - i �I - / Y DUBUQU ACING ASSOCIATION, LTD., SUBLESSOR: By: (/� �' ,- JesGs Aviles President & CEO Date: STATE OF IOWA, ES��COUNTY ss: ?�, On this �1_ day of � . - , 20 �, before me, a Notary Pub�ic in and for said county and siate, personally appeared '-_'n ,� T Fi�.. :i, :, . , to me personaily known, who stated that he is the �� ' � oY lowa Greyhound Association. and who acknowledged the�execution hereof to be his voluntary act and deed and the voluntary act and deed of said corporation. � �� '�� ' ��plp(� LATINAFRAYCC: Not2ry,Pu6lic, State f�lowa i ,�w �' Commisslon Numb itN��l_ •��i MyCommleslar � STATE OF IOWA, DUBUQUE COUNTY ss'. � �ti>>120t; _ �` �t. On this 1� day of bVE� , 20 f`�, before me, a Notary Public in and for said county and stata, personally appeared ,SEs�,S Avn�S , to me personally known, who stated that he is the V'i7es »ENr d Cr0 of Du6uque Racing Association, Ltd„ and who acknowledged the execution hereof to be hIs voluntary act and deed and the voluntary act and deed of said corpo, ation. '� JI,a.0 Y� .� ��'� "(,Le�. Notary Publi�, tate of lowa rancev �. sTecraEin •• Camm��csion Number]160f0 ' yy ��mm. Ez�. y'11.�I l_ �'a+�'C?� CITY OF DUBUQUE, IOWA CONSENT TO SUBLEASE The City of Dubuque: lowa, as the owner and lessor of the Subleased Premises to the Dubuque Racing Association, LTD. hereby consents to the Sublease Agreement Between Dubuque Racing Association, LTD., as Sublessor, and lowa Greyhound Association, as Lessee, dated PJo�� I� , 2014. CITY OF D�IBUQUE, IOWA �(J �� :r--�� R �D. Buol, Mayor Attest: `—� i ii�: 1�%/�� Kevin S Fimstahl' Cdy lerk STATE OF IOWA, COUNTY OF DUBUQUE ss: On this � ^'day of ��lc,��.;,1�:;- 20/�, before me, the undersigned, a Notary Public in and for the State of lowa, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, lowa; a municipai corporation; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council, as contained in ResoWtion No. 3;-�i - i�-F passed by the City Council on the Nvu . 3 �4y and Roy D. Buol and Kevin S. Fimstahl acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntariry executed. ( �7 �) � TRI9FI L GLEASON `-��-�!��^- •"v��— '"�F"� �.� nissianNumber779886 Notary Public, State of lowa '��' sv c,ommission Expires Page 24 AMERICAN TRUST 8 SAVINGS BANK CONSENT TO SUBLEASE American Trust & Savings Bank, as lender and representative of lender(s) of the Dubuque Racing Association, Ltd., and as mortgagor and secured creditor with respect to the Subleased Premises, hereby wnsents to the Sublease Agreement Between Dubuque Racing Association, LT�., as Sublessor, and lowa Greyhound Association, as Sublessee, dated ocTossa z9 , 2014. AMERICAN TRUST & SAVINGS BANK � �6�)TII,(G( %/a- 7)l /['' �I�� VICTORIA d. RIC��S SENIOR VICE PRESIDENT STATE OF IOWA, DUBUQUE COUNTY ss: On this 15T day of DECEMBER Zpl4 before me, a Notary Public in and for said county and state, personally appeared�Toeia �. eicerse , to me personally known, who stated that he is the sR. vice of American Trust & Savings Bank, and who acknowledged the execution hereof to be his voluntary act and deed and the voluntary act and deed of said corporation. �'� f r % � �'. � � ' ,/2,./ L/ /��//A# hFL 07�' - ,'�.� I Fnii�vn�mo�NooaF Notary Put1J' , State of lowa � �-� � ' '�p°�'�a�9_ �� rnr��m � i.l�a�/.� Page 25 I EXHIBIT A SUBLEASED PREMISES Page 26 1 - �1 ' r � o-� �Q �. . ' — v �-� ` � � � Q � � �� : � i = - i � q 1 _ ! o � e � ' � ' — J'I l0 1 � 8 � cl__ '_ II � Pxge 27 EXHI8IT 6 AERIAL DIAGRAM OF AREA LEASED BY CITY Of DUBUQUE TO IGA Paee 28 _:' .,�T: z ° NN � �£ I o " i � . � . � . � ' . _ p x s . _ �"J ,r,�' . � �y� M � .� .\� � > ' �� t , . � 1�.1��+ � , ��. � . i 4 ..'E-. rY �� V _ r- -:; - �� _ � � _ , � � � � a ,1, ` ;. j 1 c� o a.r t - � ;r — " I � � � ' J� ;i,� � � � _ _'Cr.. �•` . �� a. W �. �Z ' e.r �y:. It�Yj`}�� o. I � � '-` '•J s'F ' ❑ o `y e _ � f _ > D T y. �'� l �� = - a mAJ� ��y . � o D 9T ^ � � £ • �� a,F�� - - - s � �l) x��3�3� _ - if�m:¢z � l ��-�5��. e_I;S4 Page 29 l 1 , 'i � 1 ;,y ,. -1� t� _-w�. +ih'Y -ti< 1 Y\ 1 �y�ji . . *r� y`.�. �, .�' ... `\ ' 6 L , ,` ' ` l 2 1 � � �� / � �� • ' 1 . � � �. .t / , ,j11 �"'� � ` f ��y ' ' L w ` �� `, r�' � , �1 Ib � 1 � t' Y� «, : '�� l0 !�. / r 5� % �� i ;;�� _ , " ; ,�� , :� ;::� � w-�, , , �;��, � . ;� : � � � � . �`-� ; �� 7 +'�` ._�, ° �� ' �� / � . .>�, � , �� ; , �;� � . , , , ' ;�. ; �` . �n � �� ' r r � � ;. �j' l ~ i�� ' , ;.�: ; ' ,_ \ (Y. s` I .' �`° �"�t , , � � � � .. { . 4 , . � ` � �I>� �1� ' ,� ,;'. .� ,� F 1' ^_h � �; � � � �� , ' � � ' � , %.�� . # � � ,� � ' ��` 7� � . .. , .xr l" " �.�_ _. . =--. ,�. �%11� , , .r � � ,�-�. . ''�'�,�j #,�� `"" ,,•�___�.r:�,•r�4:._. . i � x � � Page 30 EXHIBIT C INSURANCE SCHEDULE A Page 3l City of Ou6uque Insuranre Requiremenos fo�Tenanls and Lessees of City Propertyor Vendors(Suppliers,Service Providers�,and Right of Way Permit Holders Insurance Schedule A , „ , ig1ln�Vv �oller m��l � .. ayEel -.—.uloy .-1 , m rm�AC0801ormgppiwpluV:�"'O±mrimsnto��mm�nuoraneqwvolsn�_E�a� Prtfi�ale�bll nJu�e a slatemon�nn,lir pq,�pppon a!Op±ntiona�5�o w�y�szued Eg: pro�xl orleaseolpr=misesi�___ onstrv.ctionol �ngntolw3y permut¢tl lopuon anJ�esn�V�mn d ml poUaes ol insurqna requ4etl Ivreunaerspal�oe rvrtM1 a m ��uUonzeJ m do busmea�n lowa end a0�3rners sNll�ave�:aVng o(P or Oet�e�m�Fe �.nen�uN-9ezYs PaOng fiwale- 3 oU�lerU��Ot^rnallbefumis�e�:otM1emnbaCqqCepsrtmenla(IbeGqolDeOueue. d. HiW�P[OOtON�PminimuT(av?A(PS�allnatbe.ippmPJawanerof(peserP�u:� xnCOyt�eGlyo� o�ie�a�e. :3n�re va oeo��o.m.��ui�me ren��ree,�s��.��::n:n oe�oo.�eerea.m.r:.�3i e�e.m o� ��rs agre mem. 5. 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W�ln<verl5penfi(15plprmi51�5\PO.in<qwvdlPn�lOrTmrybP5ub34WMd5u0fKfto!neprm��<r �enUly�ng and 4sOng m wncing 3il aeo4tlonz an0 e�clut�ons tFat SHer Lom tne RO form. ). o.oviOer;Failbe.¢qwreJ�oc.rrytnemimmumcwe�ageP�mits,aryreabnl�eQurteCbylaworotAer iegal3greement'm Exn�piu. e. wne�e.e�.�nom.m��reb.:�..eme��.�emeam�o�ormero�mm�ne.�..ea. �+ge�n�f smenwea.cmpenyavenaarzlswp��er„serv�reammaer.-I Pa°e 32 Ciry of Du6uyue Insuranw Requirements for Tenan[s and Lessees of City Property or Vendors (Suppliers, Service Providers�, and Right of Way Permit Holders Insurance Schedule A (continued) Exhibit I A� COMMENCIALGEMERALLIABILITY cener..i4gyeeyero�.�„�� .,.w4eco o.oUuatnCumpie�=JOyeuUons�ygieg�ixurni S1.009.000 Oa�50nJIinOA�vPrtmngln�uryLimi� jI,000,W� iat�Oaumen[e 5 LWO.000 �a� maga i ��arymm�rr��na�r<I 5 -o.[a� mee�,i»rmeo�s 5 ss.000 a� coverage enall bx wntten on nn acunen[e,nat tla�ms maee,�orm. 411 n¢e�a!ron;Imm.ine ,[anda�tli50ro� oalgene�alLabJi�ylonnW000l,ordminemowieb/o��n2P000I. ;M1all bealearty id nnfietl. p� IniluCe�SOenJorse��entbrmCG25on'oes�gnatedtocatlon�z�Ge�eral4ygrege�elimit" c� in�ivae endorsem¢m intlicet�ng tM1ar mv rag=b onmary 3n4 namconn�purory. a) nalud=mJors±mentropreserveGovemmentalimmumry,�samp�enne<nc��. el Indu:le an enJorsemen[tha!lele!es any(ellow¢mployee eaibpon. p m<mnesaa�oo�ai��;�.eaenaonementbr: ne Clry of Dueuv�e,n•dbomg pll IL ele[txo mc appointetl oBlnalz,all¢z employees .�a vow�ieers,.0�e:eoam:,�o��:::�o�s,�elo�+:,mo��res a�n ene��ooa�a me�,oers. s�O�aVee:ontl voNmroe�s.�_�a 6O r'arm fE Ia In. I��ngo�ng npenaonsl. gl il vc'i.iar .i 1:-:i-t�,c�.p� seg�.t � . i..u ��..t oi b..>r..c�,.v.ulu.tn n endor, ment ..:� ; �,r n._._ J . . .�. . .i �. �ion. .� e „rei��abnry oveng.. 0) WORNERS'COMPENSATIOPI$EMPLOYEPSLIABILITY Stnw•.oryb (I[.ww-�nq311 ly -� p ,r-] � .Y'��o�uye�aJ _ l� •i_. p,> ,cnon.l0y �o.,a Co 1g<c aVrc�;i.,f n�.,:Jy. �o.o„ee< s�,,,,�o..,—s�r�o of��,..� coveragee cmDloyersbabiury E3�nacneent S�ao.o0o .cn.mpiovee-o�seaz= 5�oo,aoo oollcy limi4Di5eaR SSCp,000 noPry pr�ll�.r�tli,4ss 3n en�oY.emeni provAing 3 w?rvPr o�inbrog311an to[M1e Uy of DabuQue. C� UMBRELW LIABILITV >5,ww,000 e3qp j of i Stnetlule P,OropertY��vmtlors(Supplier.Serv¢e Promtlec� Page 33 City of Dubuque Insurance Requirements for Tenants and Lessees of Ciry Property or Vendors (Suppliers, Service 7roviders�, and Right of WaV Permit Holders Preservation of Governmental Immunities Endorsemen[ 1 Nomvaiver of Governmental ImmuniN. The insuran�e carrier eepressly agrees anA sla�es tha�[he purthase n�ihla paticy and the lnrluding of the O�y of Duhuque, lowa as an Addlllonal Insured Aoev not waive any of[he Arfenses of govermnental immunity available ro the liry nf Ouhu�ue,lowa � undrr CoAe of lowa Se.tlan 6J0_4 as it Is now exlsls and as it may he amended Irom tlme ro tlme. i. Cl�i�ns Cov,elaKe,ihe insutance carrier furtlier agrees[hat[his poliry ot insurana shall mver only those clainu nol wbjecl to lhe defense of govermnental immvni�y under[he Code ot lowa Se�tion ti)OA as II now evists anA as it may be amended trom lime to lima Those dalms not subjec[to Code ot bwa Se<tion ti]OA shall be<overeA by[he lertns anA mnAitlons of this insurance policy. 3. AsserT�.on ol Gowmmrnt iinm�nitv� ihe City o(Dubuyue.lowa shall be rezponsible for asurting any defrnse o�governmental immuniry,anA may do so at any time an�shall do so upon 1he Umely wri[Izn repurst of Ihe Insmance carrler. A. Non-0rnial of Coveraee.TLe insuranw car�ier sliall not deny mve�age unde��his policy and[he insurance carder shall not deny any of the rights an�6enel1ls accruing m Ihe Clry ol Oubuqux,lows unAer[his oolicy for reasons of govzrnmental imrtmniry unless anA until a mort d mmpe[en[ jurisdlc[ion has ruled inlawr o!tlie de�anse�s�of governmenlal immuNry assened by the City of Dubupue,lowa. Mo Other ChanGe In Pnlicy.Thz above vre;z�va�ion u1 guva nmenlal Immm�ities shall not u[herwise rhange or ilter ih?cnvenge smlloble undm tLe poliiy SPECIMEN vage 3 0l3 ScneCule 4.>mpetly Or venaors�Suev��ers,Sem�e vrw�ders� Page34 LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND IOWA GREYHOUND ASSOCIATION THIS LEASE AGREEMENT (the Lease), dated for reference purposes the � tt,. day of �IOvti'�iA�fi, 2014, is made and entered into by and beiween the City of Dubuque, an lowa municipal wrporation, (Lessor or City) and lowa Greyhound Association, an lowa not for profit corporation (Lessee). RECITALS Whereas, Lessor is the owner of the real estate and improvements ihereon described on Exhibit A attached hereto and by this reference made a part hereof (real estate and improvements collectively the "Demised Premises"); and Whereas, Lessor desires to lease the Demised Premises to Lessee to conduct live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races; and Whereas, Lessee desires to lease the Demised Premises from Lessor for such use; and Whereas, Lessor and Lessee desire to enter into this Lease in connection with therewith. Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the foltowing mutual terms and conditions: SECTION 1. DEMISE AND TERM; RENT. 1 .1 Initial Term. (1) In consideration of ihe rents hereinafter reserved and the terms, covenants, conditions and agreements set forth in this Lease, Lessor hereby leases to Lessee the Demised Premises, subject to any easements and restrictions of record, for an Initial Term of five years commencing on the 1s' day of January, 2015, and ending on the 3151 day of December, 2019, subject to all of the terms, covenants, conditions and agreements contained herein. (2) Lessee must pay Lessor (in addition to taxes, fees, assessments, and other charges required to be paid under this Lease by Lessee) rent for the I Demised Premises in the amount of $1.00 per year on January 1, 2015 and on io�yia�„i the first day of January of each year thereafter during the Initial Term. 1.2 Renewal Term. (1) Lessee wili have a single option to renew this Lease for an additional five years commencing on the 1�� day of January, 2020, and ending on the 31�� day of December, 2024 at a fair market rental rate in addition to taxes. fees, assessments, and other charges required to be paid under this Lease by Lessee. (2) If the parties are unable to reach agreement on the fair market rental rate for purposes of the one five-year lease renewal by June 3Q 2018, if Lessee requests arbitration concerning the renewal by June 18, 2018,, the disputed terms of the Lease will be determined by binding arbitration in accordance with the rules of the American arbitration association as of the date for arbitration. A request for arbitration must be in writing and a copy of the request must be delivered to the other party. The parties will each select one arbitrator and the two arbitrators will choose a third arbitrator to complete the three-person arbitration panel. Each party will deliver its final offer on each of the disputed items to the other party within fourteen days after the request for arbitration. After consultation with the parties, the arbitrators will set a time and place for an arbitration hearing- The parties may continue to negotiate alf offers until an agreement is reached or a decision is rendered by the arbitrators. For purposes of determining the fair market rental rate for purposes of the one five-year lease renewal, either party may argue, and present arguments and evidence, that the renewal lease rental rate should be based upon the market value of similarly situated undeveloped land, or upon its use as a greyhound track. The submission of the disputed items to the arbitrators will be limited to those items upon which ihe parties have not reached agreement. However, the arbitrators have no authority to extend the term of the lease beyond the initial five-year term or the one five-year renewal. (3) The arbitrators must render a decision within fifteen days after the hearing. The arbitrators will give written explanation for the decision and the decision of the arbitrators is final and binding on the parties, and any decision of the arbitrators may be entered in any court having competent jurisdiction. The decision by the arbitrators and the items agreed upon by the paRies will be deemed to be the Iease between the parties and such final lease is not subject to the approval of the goveming body of the city of Dubuque, the lowa greyhound association, the lowa Racing and Gaming Commission, or any other government body. Each party to the arbitration will bear its own expenses, including attomey fees, and the parties will share equally the filing and other administrative fees of the American arbiUation association and the expenses of the arbihators. 9.3 Lessee acknowledges and agrees that it is the intent of the paRies that Lessor must not incur any costs related in any way to the financing, purchase, lease or operation of the Demised Premises which are not paid for or reimbursed by Lessee as rent or otherwise. SECTION 2. LESSEE'S OBLIGATIONS. In addition to all other Lessee obligations set forth in this Lease, this Lease is contingent upon the fo�lowing: (1) Lessee obtaining and maintaining a license pursuant to the requirements of lowa Code § 99D.9A. (2) Employees at the racetrack enclosure involved in pari-mutuel wagering as of the live racing cessation date, as provided in �ection 99D.9A, must be offered employment by the lowa greyhound association at the racetrack with such employment beginning January 1 , 2015. (3) Existing collective bargaining agreements concerning employees at the racetrack must be honored by Lessee. (4) Live dog racing requirements. Lessee musi conduct, for calendar year 2015, no fewer than sixty live race days with nine live races per day during the racing season, and for calendar year 2016 and subsequent calendar years covered by the lease, no fewer than ninety-five live race days with nine live races per day during each racing season. However, upon mutual agreement by the parties subject to approval by the commission, the number of race days for one or more live racing seasons may be reduced so long as the lowa greyhound association conducts a minimum number of live races and racing days during thai season. Lessor may terminate this Lease as it pertains to the portion of the Demised Premises utilized for �ive racing on January 1 of the year following the calendar year in which such live dog racing was not conducted by Lessee. This Lease will remain in affect regarding the portion of the Demised Premises Lessee utilizes for simulcasting pursuant to the Sublease with Dubuque Racing Association executed in connection herewith provided Lessee remains licensed to operate simulcasting pari-mutuel wagering in lowa. SECTION 3. TITIE TO TRADE FIXTURES, FURNITURE, FURNISHINGS, FIXTURES & EQUIPMENT, INTANGLIBLE PROPERTY AND INVENTORY; SUBSTITUTION. 3.1 Trade Fixlures. Trade Fixtures means all of Lessee's personal property located on the Demised Premises used in Lessee's business. Title to Lessee's Trade Fixtures is and must be the sole and excWsive property of Lessee during the term of this Lease. Lessor acknowledges and understands that it has no right, title or interest in or to Lessee's Trade Fixtures during the term of this Lease. Lessor acknowledges and agrees that Lessee has the right to encumber, sell, or hypothecate lessee's Trade Fixtures, to remove them from the Demised Premises, or to otherwise deai with all or any portion of such Lessee's Trade Fixtures, in Lessee's sole discretion if the same can be accomplished without damage to the Demised Premises. Upon ten (10) days' prior , written notice to Lessor, Lessor must execute and deliver to Lessee a certificate in recordable form prepared by Lessee stating that Lessor has no interest or right in or to Lessee's Trade Fixtures, as well as any other or further documen[ which Lessee may reasonably request from Lessor. 32 Lessor leases to Lessee during the Term the Fumiture, Fumishings, Fixtures and Equipment on the Demised Premises owned by Lessor at the time of possession by Lessee. Furniture, Furnishings, Fixtures and Equipment means all fumiture, fixtures. equipment and other personal propeRy owned by Lessor and constituting a part of, used in connection with or available for use in connection with the Demised Premises, including all equipment and property Lessor currently utilizes or allows to be utilized by the Dubuque Racing Association for the operation of live and simulcast racing, but not including �he following: [DRA to provide IistJ 3.3 Disposal of Furniture, Furnishinqs Fixtures and Epuipment. Lessee will have the right, from time to time, during the term of this Lease, to sell or otherwise dispose of any Furniture, Furnishings, Fixtures and Equipment situated on the Demised Premises, when in the judgment of the Lessee it has become obsolete, outwom or unnecessary in connection with the Leased Premises, provided, however, that Lessee must, in such instances (unless no substituted article or item is necessary) at its own expense, substitute for such items of Fumiture, Furnishings, Fixtures and Equipment so sold or otherwise disposed of, a new or other item in substitution thereof, in like value and adapted to the use of the Demised Premises, SECTION 4. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST. 4.1 Lessee's Riqht to Encumber Leasehold Interest. Only with the prior wriiten consent of Lessor, in Lessor's sole discretion, may Lessee encumber by mortgage, deed of trust or other proper instrument, its leasehold interest and estate in ihe Demised Premises, as security for any indebtedness of Lessee, and provided that no such encumbrance may extend beyond the term of this Lease. Lessee must provide prompt written request to Lessor of any such proposed encumbrance together wiih a copy of such encumbrance. In the event of any judicial or nonjudicial foreclosure under any mortgage, deed of trust or other similar insirument made by Lessee covering its leasehold interest in the Demised Premises, Lessor must, upon such foreclosure or sale, recognize the purchaser thereunder as Lessee under this Lease, provided such purchaser expressly agrees in writing to be bound by the terms of this Lease. 4.2 Notice to Holder of Encumbrance� Riqht of Holder to Cure Lessee's Default. If Lessee encumbers its leasehold interest and estate in the Demised Premises and if Lessee, or the holder of the indebtedness, its successors and/or assigns (the "Holder") secured by the encumbrance gives notice to Lessor of the existence of the encumbrance and the address of the Holder, then Lessor will mail or deliver to the Holder, at such address: a duplicate copy of a�l notices in writing which Lessor may, a from time to time, yive or seroe on Lessee under and pursuant to the terms and � provisions of this Lease. The copies must be mailed or delivered to the Holder at, or near as possible to, the same time the notices are given to or served on Lessee. The Holder may, at its option, at any time before the rights of Lessee are terminated as provided in this Lease, pay any of the rents due under this Lease or pay any taxes and assessments, or do any other act or thing required of Lessee by the terms of this Lease, or do any act or thing that may be necessary and proper to be done in the observance of the covenants and conditions of this Lease or to prevent the termination of this Lease; provided, however, that the doing of any act or thing requiring possession of the Demised Premises is subject to the further rights of Holder as set forth in Section 172. All payments so made and all things so done and performed by the Holder are effective to prevent a foreclosure of the rights of Lessee thereunder as the same would have been if done and performed by Lessee. 4.3 Mechanic's Liens. Neither Lessee nor anyone claiming by, through, or under Lessee may file or place any mechanic's lien upon the Demised Premises and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service or Iabor for any building, improvement, al�eration, repair or any part thereof, may at any time be or become entitled to any lien thereon, and for the further security of Lessor, Lessee covenants and agrees to give actual notice thereof in advance, to any and all contractors and subcontractors who may fumish or agree to offer any such material, service or labor. SECTION 5. TAXES AND FEES. 5.1 . Lessee agrees to pay all real estate taxes levied upon the real estate of the Demised Premises as provided for in its Sublease with the Dubuque Racing Association executed in connection herewith that become payable (as such taxes come due) during the term hereof and which would become delinquent if not so paid during the term hereof. 5.2. During the term of this Lease, Lessee agrees to pay any and all other taxes, fees (induding but not limited to stormwater fees), 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 the Demised Premises as provided for in its Sublease with Dubuque Racing Association executed in connection herewith and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, any buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed upon the leasehold estate hereby created and upon the reversionary estate in the Demised Premises during the term hereof and which become payable during the term hereof and which woutd become delinquent if not so paid during the term hereof. and all such other taxes, rates, charges, levies and assessments must be paid by Lessee as they become due and before they become delinquent during the term hereof. 5.3. Lessee agrees to timely pay all taxes, assessments or other public charges levied or assessed by lawful authoriry (but reasonably preserving Lessee's rights of appeal) against the Trade Fixtures, Fumiture, Furnishings, Fixtures and Equipment on the Demised Premises. during the term of this Lease. 5.4. Nothing herein requires Lessee to pay any of Lessor's income taxes, surtaxes, excess profit taxes or any taxes on the rents or otherwise reserved to Lessor hereunder. 5.5. Lessee has at all times the right to contesi in good faith, in any proper proceedings, in the name of Lessor if necessary, the payment or satisfaction ot any such taxes, assessments, rates, charges or �evies so agreed to be paid by Lessee, if the validity thereof, or the rigM to assess or levy the same against or collect the same from said Oemised Premises, is disputed with respect to the Demised Premises. 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 must promptly pay and satisfy such disputed tax, assessment or other charge as finally determined, together with all expenses, costs and attomeys' fees whatsoever incurred in connection therewith. SECTION 6. UTILITIES. �essee must pay, before delinquency, all charges related to communications systems and services, telephone, cable, Internet, water, wastewater, stormwater, sewer, gas, heat, electricity, power, trash disposal, and not limited by the foregoing list, all other utilities and seroices of whatever kind and nature which may be used in or upon the Demised Premises in accordance with the terms of its Sublease with Dubuque Racing Association executed in connection herewith. SECTION 7. CONDITION OF DEMISED PREMIES AND REPAIRS. Lessee has made an adequate inspection of the Demised Premises and accepts same "As Is-" Lessor makes no warranties or representations regarding the condition of the Demises Premises unless othervvise specifically stated herein. Lessee must at all times during the term of this lease, at Lessee's expense, keep the Demised Premises, and all sidewalks, curbs, and ali appurtenances to the Demised Premises, in good order, condition and repair, casualties and ordinary wear and tear excepted. Lessee must keep and maintain the Demised Premises in a condition consistent with other similarly classed operations. Lessee must keep the Demised Premises in such condition as may be required by law and by the terms of the insurance policies furnished pursuant to this Lease, whether or not such repair must be interior or exterior, and whether or not such repair must be of a structural nature. Upon reasonable notice to Lessee, Lessor may. at its discretion and at its cost, conduct an annual inspection of the Demised Premises to determine Lessee's compliance with this Section 7. SECTION 8. COMPLIANCE WITH LAW. 8.1 During the term of this Lease, Lessee must comply with all local, state and federal laws applicable to Lessee's use of the Demised Premises, including but not limited to the Americans with Disabilities Act and the lowa Smoke Free Air Act. n S2 Lessee may not commit waste on the Demised Premises except as necessary for its business purposes including the removal or construction of any buildings and Improvements on the Demised Premises, and is liable for any damages to or destructlon of any buildings or improvements on the Demised Premises resulting from waste and will repair or re6uild such buildings or improvements. Lessee may remove existing improvements or construct new improvements on the Demised Premises subject to all of the terms and conditions of this Lease provided Lessee has received the prior approval of Lessor. SECTION 9. ALTERATIONS. Lessee may, with Lessor's prior written consent if granted in Lessor's sole discretion, to make any alteration, addition, or modifcation to the Demised Premises ("Lessee Improvements") that equals or exceeds Ten Thousand and 00/100 Dollars ($10,000.00) in cost, at Lessee's expense, from time to time during the term of this Lease. Any alteration, addition or modification of the Oemised Premises by Lessee at a cost of less than Ten Thousand and 00/100 Do�lars ($10,000.00) does not require Lessor's consent, but must be made solely at Lessee expense and only after not less than sixty (60) days prior written notice to Lessor of such alteration, addition or modification. Plans and specifications with respect to the Lessee Improvements and the construction of the Lessee Improvements must be in conformity with all appiicable laws and regulations. Lessee must submit to Lessor, for approval by Lessor, plans, drawings, specifications, and related documents with respect to the Tenant Improvements to be constructed by Lessee on the Demised Premises. All work with respect to the Lessee Improvements must be in substantial conformity with the construction plans approved by Lessor. AII alterations, additions, or modifications to the Demised Premises must be coordinated with the then-existing improvements on the Demised Premises and any other Lessee improvements in the general vicinity of the Demised Premises. SECTION 10. USE OF DEMISED PREMISES. 10.1. Lessee must operate Ihe Demised Premises solely for live dog racing, pari- mutuel wagering on live dog races and simu�taneously telecast horse or dog races and may not knowingly use or allow the Demised Premises or any buildings or improvements thereon or any appurtenances thereto, to be used or occupied for any or purpose or any unlawful purpose or in violation of any certificate of occupancy. Lessee may contract with a subcontractor licensed by the lowa Racing and Gaming Commission to assist Lessee's operation of the live and simulcasting racing business. Lessee may not suffer any act to be done or any condition to exist within the Demised Premises, or permit any article to be brought therein, which is dangerous, unless safeguarded as required by law, or which, in law, constitutes a nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. 10.2 Lessee must take ali reasonable steps to implement a smooth transition from the current lessee to Lessee, holding Lessor harm�ess from any claims arising therefrom. 10.3. During the term of this Lease, Lessee may not change the use of the Demised � Premises 10.4. Lessee may not cause, allow or permil any outdoor storage of any materials, objects or ihings of any kind, including refuse, trash or garbage, at any time on Ihe Demised Premises. Notwithstanding the foregoing, refuse storage is permissible in an accessory storage enclosure if the City Manager determines that the structure is in character with the principal building being served and constructed of the same quality permanent materials as the principal building being served. The accessory structure must be within close proximity to the principal building being served. Where the structure exceeds 200 square feet in area, at least 1/3 of the structure's exterior perimeter must be landscaped with ornamental trees and shrubs. SECTION 11. INSURANCE 11.1. Lessee must maintain during the term of this Lease insurance as set forth in the City'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 (Insurance Schedule A) is attached to this Lease as Exhibit B. Lessor must provide written notice of any amendment to the Insurance Schedule not less than sixty days prior to the effective date of such amendment. 11.2. During construction of any Lessee Improvements or other alteration, addi[ion or modification on the Demised Premises, Lessee must maintain builder's risk insurance, written on the Special Perils Form in an amount equal to one hundred percent (100%) of the replacement value of Improvements as the same exists from time to time during the construction process. 11.3. Lessee must maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of City must furnish proof of the payment of premiums on), property insurance against loss and/or damage to improvements under an insurance policy written on the Special Perils Form in an amount not less than the full insurable replacement value of improvements, but any such policy may have a deductible amount of not more than $50,000.00. No policy of insurance may be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by Ciry. The term "replacement value" must mean the actual replacement cost of improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and will be determined from time to time at the request of Ciry, but not more frequently than once every three years, and paid for by Lessee. 11.4- All insurance required by this Section must be taken out and maintained in responsible insurance companies selected by Lessee which are authorized under the laws of the State of lowa to assume the risks covered thereby or Lessee may at its election self-insure itself pursuant to the aforementioned guidelines. Lessee must deposit annually by not later than July 1 of each year with City a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Lessee must furnish City evidence satisfactory to City that the policy has been renewed or replaced by another policy conforming to the provisions of this , or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Lessee may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Lessee must deposit with City a certificate or certificates of the respective insurers as to the amount of coverage in force upon Improvements, provided, however, the specific limit may not be impaired. 11.5. Lessee agrees to notify City immediately in the case of damage exceeding $50,000.00 in amount to, or destruction of, the Demised Premises or any portion thereof resulting from fire or other casualty. Nei proceeds of any such insurance (Net Proceeds), must be paid directly to Lessee, and Lessee must forthwith repair, reconstruct and restore the Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Lessee must apply the Net Proceeds of any insurance relating to such damage received by Lessee to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property. 11.6. Lessee must complete the repair, reconstruction antl restoration of the Demised Premises: whether or not the Net Proceeds of insurance received by Lessee for such purposes are sufficient. SECTION 12. LESSOR'S WARRANTIES AND REPRESENTATIONS. Lessor covenants and warrants that Lessor is lawfully in possession of the Demised Premises, and that it has (or will have) full right and authority to enter into this Lease for the full term hereof. Lessor warrants to Lessee that the Demised Premises are properly zoned for Lessee's use as contemplated by this Lease. SECTION 13. LESSEE'S WARRANTIES AND REPRESENTATION 13.t Lessee Compliance With Law. (1) Lessee covenants and agrees that Lessee will comply with all applicable local, state and federal laws, rules, regulations and permits with regard to the Demised Premises and its use, occupancy and control of the Demised Premises. (2) Lessee covenants and agrees that Lessee must be responsible for obtaining any and all applicable permits, licenses or authorizations as may be necessary for Lessee's use, occupancy and control of the Demised Premises, the obtaining thereof being a conditioned precedent to this Lease. 13.2 Environmental Matters. (1) Lessee covenants and agrees that Lessor will have no responsibllity for or Iiability arising from any release of a Hazardous Substance which is caused by or results from or during Lessee's use, occupancy or control of the Demised Premises, except for Lessor Hazardous Substances (any Hazardous Substance which leaches or migrates upon the Demised Premises from any property owned by Lessor). Lessee may not have any responsibility for any Hazardous Substance which leaches' or migrates upon the Demised Premises from any adjacent property or any release of a Hazardous Substance which is caused by Lessor or which pre-exists the date of this Lease, except that Lessee must cooperate fully with any response to such release by Lessor or others. (2) Lessee covenants and agrees to notify Lessor promptly of any release of Hazardous Substance in, on or about the Demised Premises of which Lessee has knowledge. (3) Lessee covenants and agrees to promptly take any and all necessary and appropriate response to address any release of Hazardous Substance for which Lessee is responsible. Such response must include, without �imitation, notification to appropriate govemmental authorities, as may be required by law. (4) Lessee covenants and agrees not to manufacture, treat or dispose of Hazardous Substances at the Demised Premises or knowingly allow the manufacture, treatment, or disposal of Hazardous Substances on the Demised Premises. Lessee covenants and agrees to use and store any Hazardous Substances at the Demised Premises only in full accordance with law. (5) For the purposes of this Lease, "Hazardous Subsiance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local govemment., the State of lowa or the United States Government. It inc�udes, without �imitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 4556, lowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition: (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks). 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" does not include any air emissions discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental agency. SECTION 14. LESSOR RIGHTS OF ACCESS. 14.1. Riqht of EnW for UtiliN Service. Lessor reserves for itself, and any public utility company, as may be appropriate, the unqualified right to enter upon the Project at all reasonable times for the purpose of reconstructing, maintaining, repairing, or servicing the public utili[ies located within the boundary lines of the Demised Premises. Before entering the Project for any such purpose, reasonable notification of the party's intent to enter the Project must first be provided to Lessee. 14.2. Lessee Not to Construct Over Utility Easements. Lessee may not construct any building or other structure or improvements on, over, or within the boundary lines of any , easement for public utilities unless such construction is provided for in such easement or has been approved by Lessor in writing. If approval for such construction is requested by Lessee, Lessor will use its best effoRs to assure that such approval will not be withheld unreasonably. SECTION 15. INDEMNIFICATION. 15.1 Indemnification of Lessee. To the extent allowed by law, Lessor will indemnify and save harmless Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Lessee by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Demised Premises and resulting from any act or omission of Lessor or anyone acting by, through, or under Lessor, (b) any failure on the part of Lessor to perform or comply with any of the terms of this Lease and (c) any breach on the part of Lessor of any warranty or representation contained in Section 12. In case any action, suit or proceeding is brought against Lessee by reason of such occurrence, Lessor will, at Lessor expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsei approved by Lessee, which approval will not be unreasonably withheld. 152 Indemnification of Lessor. Lessee will indemnify and save harmless Lessor from and against all liabilities, obligations, Gaims, 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 by 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 periorm or comply with any of the terms of this Lease, and (c) any material breach on the part of Lessee of any warranty or representation contained in Section 13. In case any action, suit or proceeding is brought against Lessor by reason of such occurrence, Lessee will, at Lessee's expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by Lessor, which approval will noi be unreasonably withheld. 15.3 Survival. The obligations and liabilities under this Section survive and continue in f�dl force and effect and may not be terminated, discharged or released, in whole or in part, irrespective of the termination or expiration of the term of this Lease. SECTION 16. CONDEMNATION. 16.1 Entire Condemnation. If at any time during the term of this Lease all or substantially all of the Demised Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then this Lease will terminate on Ihe date of vesting of title in such taking and any prepaid rent will be apportioned as of said date. Substantially all of the Demised Premises will be deemed to have been taken if [he remaining portion of the Demised Premises will not be of sufficient size to permit Lessee, in Lessee's sole discretion, to operate its business thereon in a rnanner similar to that prior to such taking. 16.2 Allocation of Award. Any award for such taking of all or substantially all of the Demised Premises will be paid to the parties hereto in accordance with Ihe following: (1) To Lessor, the amount of the award aitributable 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 Ihe Tenant Improvements, and all other sums not directly attributable to the value of the Land constituting the Demised Premises; (2) To Lessee, the entire award except that portion allocated to Lessor above. 16.3 Partial Condemnation. (1) If less than all or substantially all of the Demised Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then lessee, at its option, may elect to continue this Lease in full force and effect or terminate this Lease. If Lessee elects to maintain this Lease in full force and effect, the award for such partial condemnation will be allocated as provided in Section 16.2, and Lessee must proceed with reasonable diligence ro carry out any necessary repair and restoration so that the remaining improvements and appurtenances must constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Lease. In the event Lessee elects to continue this Lease in full force and effect after a partial condemnation, the Base Rent will be reduced in proportion to the area of the Demised Premises taken. (2) Should Lessee elect to terminate this Lease upon a partial condemnation, Lessee must provide Lessor with written notice of such election within thirty (30) days after the date of vesting of title for such taking. Lessee must specify in such written notice the date on which this lease will terminate, which date may be not less than 60 days nor more than 360 days after delivery of such notice lo Lessor (the "Termination Date"). In the event Lessee terminates this Lease, as provided for in this Section 16.3, Lessee will be entitled to the entire award for such partial taking. 16.4 Temporary Takinq. If the temporary use of the whole or any part of the Demised Premises or the appurtenances thereto is taken at any time during the term of this Lease in the exercise of the power of eminent domain by any sovereign, municipality, or other authority, the term of this Lease will not be reduced or affected in any way, and Lessee must continue to pay in full the rent, additional rent and other sum or sums of money and charges herein reserved and provided to be paid by Lessee, and the entire award for such temporary taking will be paid to Lessee. Lessee must repair and restore any and all damage to the Demised Premises and the Improvements as soon as reasonabiy practicable after such temporary taking. SECTION 17. ASSIGNMENT AND SUBLETTING. This Lease may not be assigned or sublet by Lessee. SECTION 18. DEFAULT. 18.1 Lessor's Riqhts in the Event of Lessee's Default. If Lessee fails or neglects to observe, keep or perform any of the covenants, terms or conditions coniained in [his Lease on its part to be observed, kept or performed, and the default must continue for a period of thirty (30) days after written notice from Lessor setting foRh the nature of Lessee's default, then and in any such event, Lessor has the right at its option, on written notice to Lessee, to terminate this Lease. Lessor thereafter has the right to enter and take possession of the Demised Premises, including but not limited to Fumiture, Furnishings, Fixtures, Equipment, Intangible Property and Inventory, and to remove all other persona� property from the Demised Premises and all persons occupying the Demised Premises and to use all necessary and legal 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 propeRy from the Demised Premises. Lessor has all other rights available to it provided by law or equiry, including recovery of costs (including but not limited to attorneys' fees) associated with enforcement of this Lease. 18.2 Lessee's Riqhts in the Event of Lessor's DefaWt. If Lessor 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, and the default continues for a period of thirty (30) days after written notice from Lessee setting forth the nature of Lessor's defauH (it being intended that in connection with a default not susceptible of being cured with diligence within thirty (30) days, the time within which Lessor has to cure the same will 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 ia any such event, Lessee will have all rights available to it provided by Iaw or equity including recovery of costs (including but not limited to attomeys' fees) associated with enforcement of this Lease. SECTION 19. RIGHT TO CURE OTHER'S DEFAULTS. Whenever and as often as a party fails or neglects to comply with and perform any term, covenant, condition or agreement to be complied with or performed by such party hereunder, then, following thirty (30) days' prior written notice to such defaulting party (or such additional time to cure as may be accorded Lessee pursuant to Section 18.1 above, butin no event longer than ninety (90) days), 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, as such other party may deem advisable, to wmpiy with and perform any such term, covenant, condition or agreement which is in default, in which event such defaulting party must reimburse such other party upon demand, and from time to time, for all wsts 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 will not be deemed to obligate such other party to complete the curing of any term, covenant, condition or agreement which is in defau�t. Either party, upon giving twenty (20) days' written notice to the other, may offset amounts due to the other party for any amounts the notifying party pays or incurs hereunder proper the obligation of the other party to whom such notice is sent. SECTION 20. 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 will not be disturbed by any act of Lessor, or of anyone acting by, through or under Lessor(except for those rightful acts in the name of Lessor as a municipal government). SECTION 21. ESTOPPEL CERTIFICATES. Each party hereto agrees that at any time and from time to time during the term of this Lease, wiihin ten (10) days after request by the other party hereto or by any lender having an interest in Lessee's leasehold estate, it will execute, acknowledge and deliver to the other party or to such lender or any prospective purchaser, assignee or any mortgagee designated by such other parly, a certificate stating (a) that this Lease is unmodified and in force and effect (or if there have been modifications, that this Lease is in force and effect as modified, and identifying the modification agreements), (b) the date to which rent has been paid, (c) whether or not there is any existing default by Lessee in the payment of any rent or other sum of money hereunder, and whether or not there is any other existing default by either party hereto with respect to which a notice of default has been served, and, if there is any such default, specifying the nature and extent thereof; and (d) whether or not there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate. ia SECTION 22. WAIVER. No waiver by either party hereto of any breach by the other of any term, covenant, condition or agreement herein and no failure by any party to exercise any right or remedy in respect of any breach hereunder, will constitute a waiver or relinquishment for the future of any such term, covenant, condition or agreement or of any subsequent breach of any such term, covenant, condition or agreement, nor bar any right or remedy of the other party in respect of any such subsequent breach, nor will the receipt of any rent. or any portion thereof, by Lessor, operate as a waiver of the rigMs 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 providetl, SECTION 23. SURRENDER. Lessee must, on the last day of the term of this Lease or upon any termination of this Lease, surrender and deliver up the Demised Premises, with the Improvements then located thereon into the possession and use of Lessor, without fraud or delay and in good order, condition and repair, reasonable wear and tear excepted, free and clear of all lettings and occupancies, free and dear 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. Lessee's Trade Fixtures and other belongings of Lessee in the Demised Premises (excluding Furniture, Fixtures, Intangible Property and Equipment) will be and remain the property of Lessee, and Lessee will have a reasonabie time after the expiration of the term of this Lease (not to exceed thirty (30) days) to remove the same. Furniture, Fixtures, and Equipment must remain at the Demised Premises as property of Lessor. Such period will not be considered a holdover. No holdover is allowed. SECTION 24. MEMORANDUM OF LEASE. Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Lease in a 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 paRy may desire. SECTION 25. NOTICES. 25.1 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, will 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 by emall or facsimile addressed as follows: To Lessor. City of Dubuque, lowa Attn: City Manager City Hall �> 50 West 13t" Street Dubuque, lA 52001-4864 Tetephone: 563-589-4110 Facsimi le: 563-589-4149 With a copy to: City Attomey 50 West 13'h Street Dubuque, lA 52001-4864 Telephone: 563-589-4110 Facsimile: 563-589-4149 To Lessee: lowa Greyhound Association Attn�. Bob Hardison 19149 Hwy 1 75 Onawa, lA 51040 With a copy to: Crawford & Mauro Law Firm Attn: Jerry Crawford 1701 Ruan Center Des Moines, IA 50315 Telephone: 515-245-5420 Facsimile: 515-245-5421 25.2 The address and/or facsimile number 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 26. MISCELLANEOUS. 26.1 Time of the Essence. Time is of the essence of this Lease and all of its provisions. 262 Governinq Law. It is agreed that this Lease will be govemed by, construed and enforced in accordance with ihe laws of the State of lowa. 26.3 Paraqraph Headinqs. The titles to the paragraphs of this Lease are solely for lhe convenience of the parties and may not be used to explain, modify, simplify or aid in the interpretation of the provisions of this Lease. 26.4 Modification of AqreemenL Any modification of this Lease or additional obligation assumed by either party in connection with this Lease will be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 26.5 Parties Bound. This Lease is binding on and inures to the benefit of and must apply to the respective successors and assigns of Lessor and Lessee. All references in this Lease to "Lessor" or "Lessee" will be deemed to refer to and include successors and assigns of Lessor or Lessee without specific mention of such successors or assigns. 26.6 Force Maieure. In the event that either party hereto is delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability of construction materials, unavailability or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, explosions, hazardous conditions, fire, flood, 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 (collectively "Force Majeure"), then performance of such act will be excused for the period of the delay and the period for the performance of any such act will be extended for a period equivalent to the period of such delay. (SIGNATURE PAGES FOLLOW� n CITY OF DUBUQUE, IOWA IOWA GREYHOUND ASSOCIATION / V,. �t-•_1 gy jj o C �J�.�,./�.�i� Roy D. uol, Mayor Bob Hardison, President Attest: �� - Kev S. Fimsta I, Ciry lerk is EXHIBIT A DEMISED PREMISES 19 '� ' +' ` �� ,� , a a� �%`• ►V�� • �r i � � � _ ' r� d � � . � � . ' . ^y,,.., i ��y a t Y ' ,�+� '�'.�Yy ,� j ( �� " F Y� � ,`� 1 l ,,, i.+✓ '_ ;'� e, �. . � �--�«1 ri� � : ,��„ �._ _ = 1'/ - - " _ �r �� , d� �� r N ` // _ O � � • - � ` � • i�1 � i �l •� •y � E M1" � � • i. : '� �� . � , / . . _- �. -�--z '��'.� �'�-'. ;:- = '�' i-y- �. ' > � � . : �//'\ r �? � i a r �' � /�� - � �� _ _ a p • � �� / ' n = � +� ��ti� . .�' .#� � D � � �: � F, � N � 4 � 'aq : � ii � � � '� _ 1}) '_0 EXHIBIT B INSURANCE SCHEDULE A City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors(Suppliers, Service Providers), and Right of Way Permit Holders Insurance Schedule A t. shallfumis�aslgnetlCertdica[eoflncurance(COI�mtF-Gtyof�cbuG�e,lmvato� the mverage re�uiretl�m ErchibR i prior to mntract or lease commercement.nll lessees ot City properry and Right ofWay Fermlt Holders shall submit an updated COI annuallµ Each<ertiFlcate shall be prepared on the mort wrren[ACORD form approveo by[M1e Department ot Inmrance or an equivalent Each certlficate shall inclutle a s[atement unEer Desaip[lon of Operatbns as ro why issued Eg: Vro�ec[ p or�eaze of premises at or mnshuc[ion of ar righ[of way permlttetl loa8on antl tlescdptlon 2. All policies of inmrance requ�ired hereunder shall be wi[h a carrier authoriied m do business in lowa antl all cartle�s shall have a rating of A or bette�In[he[unen[A.M. BeSt's Ra[Ing Gultle. 3. Each Cenificate shall be fumishetl[o the mntrac[ing department of the Ciry of Dubupue. 4 Failuretoprovideminimummverageshallnotbedeemedawaiverof[heserequiremen[sby[heCityof Dubuque. Failure to obtain or mam[ain Me requiretl innrance shall be considered a material breach of tNsagreemen[. i All requiretl endorsements ro wrious polkles sM1all be attachetl[o Certlfica[e of insurance. 6. W henever a speci&c I50 form is listed,an eqoivalent form may be substitutetl sub�xt to the provitler itlentifying antl GSUng m wnUng all devia[ims and exdusions[hat differ fmm the iS0 form. l. Provitler sball be required[o carry Me minimum coverage/Ilmits,or grearer If requiretl by law or other legal agreemenq in E�hiblt I. 8. Whenever an I50 form is referencetl the curren[etli[ion of the form mus[be usetl. Fage 1 of 3 Schetlule A,Groperty Or Ventlors(Suppliers,Servlce Provlders� 22 City of Dubuque Insurance Requirements For Tenants and �essees of City Property or Vendors (Suppliers, Service Providers�, and Right of Way Permi[ Holders Insurance Schedule A (continued) Exhibit I I A) COMMERCIALGENERALLIABILITY Generalfggrega[eCimlt 52,000,000 aroducts-CompletedoperafionsAggregateLimi[ $1,000,000 versonalandAdvertlsinglnjuryLlmit 51,000,000 Each Occurrence $1,000,000 Flre�amageLiml[�anyoneoccurrence) $ 50,000 Metlitdl Gdymenl5 $ 5,000 a) foverage shall be written on an ocarrence,not daims made,form. All devia[ions from the standartl ISO rommerclal general IlabiGty form CG 0001,or Business owners form BG OOW, shall be dearly identlfetl. b) Inclvdel50entlarsementformCG250e"DesignateALocation�s�GeneralAggregateLimit" c� Indutleentlorsementind¢ating[ha[wverageisprimaryandnorvcontributory. tl) InclutleentlorsementtopreserveGovernmentallmmuNty.�Sampleattachetl�. e� Indudeanendorsementthatdeletesanyfellowemployeeexclusion. f� Indudeadditionalinnredendorsementfoc The City of Dubuque,Induding all its elec[etl antl appointed officials,all its employees and volunteers,all its boartls,commissions and/or authonties and[heir boartl members, employeesandvolunteers.Usel50formCG2010. (Ongoingoperatlons�. gJ If vendor utilires Tnkkes or Segways In Ne contluc[of business,include an endorsement reflecting that these vehitles are not extludetl from Commercial General Liabllity mverage. B) WORKERS'COMPENSATION&EMPLOYERS LIABIIIN 5[atutory benetits covering all employees injured on the�ob by accident or disease as prescribed by Imva Code Chap[er 85 as amended. CoverageA� StaNtory—Stateoflowa CoverageB Employersliability EachAMdent 5100,000 Each Employee-Disease 5100,000 Poliry�imiFDisease 5500,000 POGcy shall incluCe an enlorsement providing a waiver ot aubrogation to Ne City of pubuque. C) UMBRELLA IIABILITY 55,000,000 Gage 2 of 3 Schedule A, Vroperty Or Ventlors(Scppllers,SeMre Provider) �} City of Dubuque Insurance Requirements for Teoants and Lessees of City Property or Vendors (Suppliers, Service Providers�, and Right oF Way Permit Holders Preservation of Governmental Immunities Endorsement 1. Nonwaiver of Govemmental ImmuniN.The insurance arrier eapressly agrees and states that[he puahase ofthis policy and[he induding of the Ciry of Dubuque, lowa as an Additional Insured does not waive any of the defenses of govemmental immunity avaiiable m the Ciry of Dubuque, lowa under Code of lowa Sec[ion 670.4 as it Is now ezists and as it may be amended from fime to time. 2. Qaims Coveraee.The insurance carrier further agrees that fhis policy of insurance shall cover only [hase claims not subject to Ihe[iefense of govemmental immunity under Ihe Code of lowa Sec[ion 670.4 as It now exists and as it inay be amenAed from tiine to time.Those claims not subject[o Code of lowa Section 670A shall be covered by the terms and conditions of[his insurance Uolicy. 3. Assertion of Govemment ImmuniN.The City of Du6uque, lowa shall 6e responsibie for asserting any defense of govemmental immunity,and may do so at any[ime and shall do so upon the timely written request ofthe insurance carrier. 4. Non-Denial of Covera¢e.The in;urance carrier shall not deny mverage under[his poliry and[he inmrance rarrier shall not deny any of Hie rights and benefih auruing m the Oty of Dubuque, lowa under this policyfor reasons of govemmental immunity unless and until a murt of competent jurisdiction has mled in fawr of the defense�s)of governinental immunity asserted by[he Ciry of Dubuque, lowa. No Other ChanRe in Golicv.The abovz preservation of govemmental immunities shall not otherwise change or alter the coverage available under the poiicy. SPECIMEN Page 3 of 3 Schedvle A, Property Or Ventlors(Suppliers,Service Providers) J; Prepared bV BarN A. Lindahl 300 Main Street Suite 330 Du6uoue IA 52001 563 583-4113 Relum to Kevin S. Fimstahl, Ciry Clerk, 50 W, 13'"St„ Dubuque, IA 52001 563-589-4100 RESOLUTION NO. 360•14 DISPOSING OF AN INTEREST IN REAL PROPERTY BY LEASE WITH IOWA GREYHOUND ASSOCIATION WHEREAS, ihe City of Dubuque, lowa (City) owns certain property shown on Exhibit A attached hereto known as Dubuque Greyhound Park; and WHEREAS, City desires to enter into a Lease Agreement with lowa Greyhound Association for the property shown on Exhibit A; and WHEREAS, the City Council, pursuant to notice published as required by law, held a public hearing on the proposed disposition of the Property on November 17, 2014, and overruled all objections thereto; and WHEREAS, the City Co�ncil finds that it is in the best interest of the City to approve the disposition of the Property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City Council of the City of Dubuque, lowa approves the Lease Agreement between City and lowa Greyhound Association, disposing of the City's interest in the Property. Section 2. The Mayor is hereby authorized and directed to execute the Lease Agreement on behalf of the City. Passed, approved and adopted this 17`" day of Novembe�014. /l`p. Cll %-'c�_� Roy D. Buqf, Mayor Attest: � �S / " �' / /,�._, -�c_._'/�!`_ , KeVin S. Firnstahl, . iry Clerk 1112�4ba1 CERTIFICATE of the CITY CLERK STATE OF IOWA ) ) SS: COUNTY OF DUBUQUE ) I, Trish L. Gleason, do hereby certify that I am the duly appointed, qualified, Assistant City Cierkof the Ciry of Dubuque, lowa, in the County aforesaid, and as such Assistant City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 360-14 is a correct copy of the original Resolution No. 360-14 approved and adopted by the City Council of the City of Dubuque, lowa, at a session held by said Council on the 17'" day of November, 2014. In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque, lowa. Dated at Dubuque, lowa, on this 18'� day of November, 2014. �� Trish L Gleason, Assistant City Clerk (SEAL) AMENDMENT TO LEASE AGREEMENT �� Th�s Amendment to Lease Aareement (hereinafter"Amendment") is made this�day of • � f, 2018, by and�between the City of Dubuque, an fowa municipal corporation (hereinafter"Lessor")and Iowa Greyhounci Association, an Iowa not for protit corporation(l�ereinafter "Lessee"). Witnesseth: WHEREAS, Lessor and Lessee are the parties to a Lease Agreement dated November 17, 2014, a copy of which is attached hereto; and, WHEREAS, the parties by this Amendment desire and intend to amend certain provisions ot�the Lease Agreement as hereinafter set forth. NOW, THEREFORE, for good and va(uable consideration, the receipt and sufficiency of �vhich arz hereby acknow�ledged, Lessor and Lessee hereby agree as follows: 1. Effective January 1, 2020, Section ] of the Lease Agreement is hereby deleted in its entirety and the following placed in its stead: SECTION 1. D�IVIISE AND TERM; RENT. 1.1 Term. (1) In consideration of the rents hereinafter reserved and the terms, covenants, conditions and ab eements set forth in this Lease, Lessor hereby leases to Lessee the Demised Premises, subject to any easements and restrictions of record, for a Term of five years commencing on the l�`day of January, 2020, and ending on the 31'` day of December, 2025, subject to all of the terms, covenants, conditions and agreements contained herein so long as no fe�ver than ninety-tive(4�) live race days with nine(9) live races per day during each racinb season occur. Lessor may terminate this Lease as it pertains to the portion of the Demised Pt•emises utilized for live racin� on Januar-y 1 ofthe year following the calendar year in whi.ch s��ch live dog racin��vas not conducted by Lessee. (2) Lessee must pay Lessor (in addition to taxes, fees, assessments, and other char�es required to be paid under this Lease by Lessee) rent for the Demised Premises an annual base rent in the amount oF$�8,000.00 per year on January 1, 2Q20, and on the first day of January each year thereafter during the Term.The annual base rent shaLl be adjusted each vear of this Lease based upon the percentaae increase in the cost of living(utilizina the CP(-U) in relation to the initial annual baserent. 12 Lessee Option to Terminate. (1) Lessee shall have the option to terminate this Lease eFfective as of the last day of any calendar year (the "Te��nination Date") provided Lessee gives Lessor not less than ten (l0) months prior written notice to terminate. As of the Tennination Date: (a) all amounts payable by Lessor under this Lease shall be paid through the Termination Date; {OZ477186.DOCX} (b) neither party shali I�ave any rights, liabilities or obli�ations under the Lease for the period accruing after the Termination Date, e�cept those which, by the provisions of this Lease, expressly survive the termination of the Lease; and (c} Le;sor shall surrender the Dem;secl Premises in the condition required under the Lease. 1.3 Lessee ac[cnowledbes and ab ees that it is the intent of the pac-ties that Lessor must not incur any costs related in any �vay to the financing, purchase, lease or operation of the Dem.ised Premises which are not paid for or reimUursed by Lessee as c•ent or otherwise. ?. CONTINUI'iVG EFFECT: Except as amended a6ove a11 other tei�ns and conditions of tl�e Lease Agreement shal l remain in full force and effect. Ii�1 WITNESS WHEREOF, the parties hereto have esecuted this Amendment to Lease Agreement as of the date set forth herein above. a THE CITY OF DI UQUE IOWA GREYHOUND ASSOCIA,TIO�t By: ` �� By: Roy D. Lu�Mayo!- �on Sti am, President � Attest: Kevin S.Firnstahl, City Clerk ,� LESSOR LESSEE {02477166.DOCX} ( Prepared by Crenna M Brumwell 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 RESOLUTION NO. 257-18 APPROVING AN AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND IOWA GREYHOUND ASSOCIATION VVhereas, the City of Dubuque, lowa and lowa Greynound Association entered into a Lease Agreement dated for reference purposes the 17th day of November, 2014; and Whereas, in Section 1.1(1) of the Lease Agreement, the parties agreed to an Initial Term of five years commencing on the first day of January, 2015 and ending on the 31St day of December, 2019; and Whereas, in Section 1.1(2) of the Lease Agreement, the parties agreed to annual rent of $1.00 per year on January 1, 2015 and on the first day of January of each year thereafter during the Initial Term; and Whereas, Section 1.2 of the Lease Agreement provided Lessee with a single option to renew tne Lease for an adaitionai Tive years commencing on tne 1�� day oT January, 2020; and Whereas, the parties wish to now provide Lessee an option to terminate the Lease; and Whereas, the parties now agree to amend the Lease Agreement as set forth in the attached Amendment to Lease Agreement; and Whereas, the City Council believes it is in the best interests of the City of Dubuque to approve the Amendment to Lease Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE, fOWA A� FaLLOW�: Section 1. The Amendment to Lease Agreement between the City of Dubuque and lowa Greyhound Association attached hereto is hereby approved. Passed, approved and adopted this 4th day of Septe ' ber 2018. � _ >_ , r'�C. Roy b. B� , Mayor Attest: r I ''9� ,��i' Kevir�S. Firnstahl, City C�lerk F:\Users\tstecklelLindahlllowa Greyhound Lease Agreement\R2solutionApprovingtAmendmentToLeaseAgreement082718.docx ( CERTIFICATE of the CITY CLERK STATE OF IOWA ) ) SS: COUNTY OF DUBUQUE ) I, Kevin S. Firnstahl, do hereby certify that I am the duly appointed, qualified, City Clerk of the City of Dubuque, lowa, in the County aforesaid, and as such City Clerk, I have in my possession or have access to the records of the proceedings of the City Council. I do further state that the hereto attached Resolution No. 257-18 is a true and correct copy of the original. In Testimony Vf/hereof, I hereunto set my hand and official seal of the City of Dubuque, lowa. Dated at Dubuque, lowa, on this 5th day of September, 2018. G-=-=- - / Kevin . Firnstahl, CM , City Clerk (SEA�) ( Prepared by Crenna M Brumwell 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 RESOLUT[ON N0. 257-18 APPROVING AN AMENDMENT TO LEASE AGREEMENT BETWEEN THE C1TY OF DUBUQUE, IOWA AND IaWA GREYHOUND ASSOCIATION �vnereas, Tfl� CITy OT UUDUqU2, lowa and iowa Greynound Hssociation entered into a Lease Agreement dated for reference purposes the 17th day of November, 2014; and Whereas, in Section 1.1(1) of the Lease Agreement, the parties agreed to an Initial Term of five years commencing on the first day of January, 2015 and ending on the 31St day of December, 2019; and Whereas, in Section 1.1(2) of the Lease Agreement, the parties agreed to annual rent of $1.00 per year on January 1, 2015 and on the first day of January of each year thereafter during the Initial Term; and Whereas, Section 1.2 of the Lease Agreement provided Lessee witli a single option io renew tne Lease Tor an addiiionai rive years commencing on tne �� aay or January, 2020; and Whereas, the parties wish to now provide Lessee an option to terminate the Lease; and Whereas, the parties now agree to amend the Lease Agreement as set forth in the attached Amendment to Lease Agreement; and Whereas, the City Council believes it is in the best interests of the City of Dubuque to approve the Amendment to Lease Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE, f�1�'�A A� �'aLL�L'��: i Section 1. The Amendrnent to Lease Agreement between the City of Dubuque and lowa Greyhound Association attached hereto is hereby approved. Passed, approved and adopted this 4th day of Septe ber 2018. � � , ��- � Roy b. Bu,$f, Mayor � Attest: l :� z Kevi S. Firnst hl `Cit lerk � c ° y F:\Users\tstecklelLindahl\lowa Greyhound Leas2 Agreement\ResolutionApprovingtAmendmentToLeaseAgreement082718.docx