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1993 Resolution No. 319-93 Approving 2nd Amend to Lease Agreement Between City of Dbq and Dbq Racing Association ltd October 18 1993RESOLUTION NO. 319 -93 RESOLUTION APPROVING SECOND AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND THE DUBUQUE RACING ASSOCIATION, LTD., AND CONSENTING TO THE TERMS AND PROVISIONS OF A SUBLEASE AGREEMENT BETWEEN THE DUBUQUE RACING ASSOCIATION, LTD AND GREATER DUBUQUE RIVERBOAT ENTERTAINMENT COMPANY, L.C. Whereas, the City of Dubuque, Iowa (City) and Dubuque Racing Association, Ltd. (Association) entered into a written Lease Agreement on February 28, 1990, which Lease Agreement was amended on July 23, 1990; and Whereas, by reason of the termination effective April 1, 1993 of the riverboat gambling Operating Agreement between the Association and the Dubuque Casino Belle, Inc. and the entering into of a new Operating Agreement between the Association and the Greater Dubuque Riverboat Entertainment Company, L.C. (GDREC), it is necessary to further amend certain provisions of the Lease Agreement; and Whereas, Association now desires, pursuant to the Lease Agreement, to sublease certain property to GDREC pursuant to a Sublease Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the Second Amendment to the Lease Agreement between the City and the Association is hereby approved and the Mayor is authorized and directed to sign the second amendment on behalf of the City. Section 2. That the terms and provisions of the Sublease Agreement between the Association and the GDREC are hereby approved and the Mayor is authorized and directed to sign the consent to the Sublease Agreement on behalf of the City. Passed, approved and adopted this 18th Attest: af-f-hd-L Mary . Davis City' Jerk y of October , 1993. Post-ltTM brand fax transmittal memo 7671 •s E. Brady Mayor P.O. Box 3190 Dubuque, Iowa 52004-3190 October 13, 1993 Michael Van Milligen City Manager's Office City Hall Dubuque, Iowa 52001 Dear Michael: 319/582-3647 800/373-3647 Enclosed are copies of executed documents which address changes to the lease arrangements at the Ice Harbor which enables the new boat operator, the Greater Dubuque Riverboat Entertainment Company, to begin operations. These documents are: 1) a Second Amendment to the Lease Agreement between the Dubuque Racing Association and the City of Dubuque; and 2) a Sublease Agreement between the DRA and the GDREC. At a meeting of the Dubuque Racing Association held on Tuesday, October 12, both of these documents were approved by the DRA Board of Directors, and at that time the Board asked that these documents be forwarded to the City for the necessary concurrent approvals. Both of these documents require the consent and approval of the City; therefore, I would ask that you place these documents on the next City Council Meeting's agenda, and would respectfully ask that the City approve these documents. Sincerely, Bruce W. Wentworth General Manager Dubuque Racing Association BWW/bap City of Dubuque, Iowa Dubuque Racing Association, Ltd. Greater Dubuque Riverboat Entertainment Company, L.C. (as successor to Dubuque Casino Belle, Inc.) Roberts River Rides, Inc. Dubuque County Historical Society. The terms of said Ice Harbor Parking Agreement are incorporated herein by reference. That portion of the leased premises herein to be used for parking has been designated as Parking Lot #1 and Parking Lot #2 under said separate Parking Agreement. Lessor and Lessee acknowledge that under the terms of said separate Parking Agreement customers and patrons of Roberts River Rides, Inc. shall also have the nonexclusive right to park upon Parking Lot #1 and Parking Lot #2 during the term of the Lease Agreement between the City of Dubuque and Roberts River Rides, Inc. (b) Unless jointly agreed to by Lessor, Lessee and the City of Dubuque,Iowa, no parking fees or charges shall be assessed to customers and patrons of Lessee and Roberts River Rides, Inc. for parking upon Parking Lot #1 and Parking Lot #2, as identified in the separate Parking Agreement referred to in subparagraph (a) above. By this provision it is agreed that such customers and patrons may park upon Parking Lnt #1 and parking Lot #2 free of charge unless the parties hereto and the City of Dubuque jointly agree to levy or assess a parking fee. (c) Lessee shall provide and maintain, at its expense, adequate fire and casualty insurance upon the light standards located upon the parking area, and upon any ticket sale building facility constructed pursuant to paragraph 2 above, and upon any other property located upon the leased premises which would normally be insured for fire and casualty purposes. (d) Lessee, at Lessee's expense, shall be responsible for the supervision of usage of Parking Lot #1 and Parking Lot #2 and also for maintaining adequate security upon said parking areas. Lessee agrees, in this regard, that Parking Lot #1 and Parking Lot #2 shall be patrolled continuously during all excursions, performances or other occasions when customers and patrons of Lessee are parking upon Parking Lots #i and #2 during non -daylight hours. Lessee shall also be responsible, at Lessee's -3- V �..a T J V 1 V a ROSEAT M. IERTSCH GA1�Y K. MOTLEY IIOftM C. CC 4r4OiC IRYT'DiM O'T.pU A? 4 LES v. ZEDD4GY+' *. iOHM ALErrcrrREMZS AD . LK -HALO K. ',PUTTY STEPHEN G KRUTY4PEt TODD L. STEVENSON` 6RAD J. MEY1NC DAVTO kL McCAULET ALL ..crrow.iterS ur_=+cm LM Rzv+. 1.t:1Kato IM RL,M0.5 1n1.90 t ,w Wi-Y"OMS1K VIA FAX 582-3647 �v, i tr v,y,7vr� i nvl'IHb Yl. O'CONNOR 8 THOMAS, P.C. ATTORNEYS AT LACY FOIINoBD 1140 C[CARE PLAZA 700 LOCUST ST., SLATE 200 DusuQUE, Io1r'A 52001-6874 October 14, 1993 Mr. Bruce Wentworth General Manager Dubuque Racing Association, Ltd. P. 0. Box 3190 Dubuque, IA 52004-3190 Dear Bruce: PAGE.001 E. M+* tAi THOMAS • is m94 Fa#J L OCR tstslsve TELEPHONE DTI) Sf7-1400 TELECOl11!2. ME) Sig -1147 You have requested that we slim,uarize , the effect of the following lease -related documents, which are being submitted to the City of Dubuque for approval: 1. Second Amendment to Lease Agreement between. City of Dubuque, as Lessor, and Dubuque Racing:Association, Ltd., as Lessee. 2. Sublease Agreement between Dubuque, Racing Association,. Ltd., as Lessor, and Greater •Dubuque Riverboat Entertainment Company, L.C., as Lessee.. The purpose of the Second Amendment to Lease Agreement with the City of Dubuque is to allow Dubuque Racing Association to sublease the Ice Harbor parking and dock facility. to Greater Dubuque Riverboat Entertainment Company. Under the existing Lease Agreement dated February 28, 1990 and amended July 23, 1990, Dubuque Racing Association is permitted to sublease the leased premises only to Dubuque Casino Belle, Inc., which sublease agreement terminated April 1, 1993. The proposed Second Amendment to Lease Agreement permits Dubuque Racing Associations to sublease the property to Greater Dubuque Riverboat Entertainment Company subject to the City's consent and also substitutes .*GDREC" in several paragraphs of the Lease in place of "Dubuque. Casino Belle, Inc." At paragraph 39 of the Lease, the City agrees and consents OCT 14 '93 10:12 FROM O'CONNOR THOMAS PC PAGE.002 O'CONNOR 8 THOMAS, R C. Mr. Bruce Wentworth October 14, 1993 Page 2 to the construction by Dubuque Racing Association and GDREC of a temporary and permanent building facility for ticket sales, provided that the location, size and design of any such temporary or permanent facility and related improvements will be subject to the written Consent of the City and shall be'constructed and maintained at no expense to the City. The Sublease Agreement between Dubuque Racing Association and Greater Dubuque Riverboat Entertainment Company is virtually identical to the previous Sublease Agreement with Dubuque'Casino Belle, Inc. except for the following: (a) (b) .At paragraph 2, it is recognized that Greater Dubuque Riverboat Entertainment Company' .may be constructing a temporary or permanent building facility for ticket sales. At paragraph 6, both parties recognize .that Dubuque Racing Association may possibly grant to Roberts River Rides, Inc. the nonexclusive right to use the. passenger loading dock in connection with::Roberts River Rides' non -gam n1 ing excursion boat. (c) The old Dubuque Casino Belle, Inc. lease .referred. to certain site improvements, including the parking areas and dock facilities. Since those have been constructed, no corresponding language is required in the new Sublease Agreement with Greater'Dubuque Riverboat Entertainment Company. Sincerely yours, O'CONNOR & THOMAS, P.C. By GRN:sp SECOND AMENDMENT TO LEASE AGREEMENT This SECOND AMENDMENT TO LEASE AGREEMENT is made and entered into this 18th day of October, 1993, between the CITY OF DUBUQUE, IOWA, a municipal corporation, (hereinafter referred to as the "City") and DUBUQUE RACING ASSOCIATION, LTD., an Iowa nonprofit corporation, (hereinafter referred to as the "Association"). RECITALS: A. On February 28, 1990, the parties entered into a written Lease Agreement under which the Association, as Lessee, did lease from the City, as Lessor, certain real estate. The location of the real estate covered under Part B of said Lease is set forth and shown in blue on Exhibit A attached hereto and by this reference made a part hereof. B. The February 28, 1990 Lease Agreement was amended by the parties on July 23, 1990. C. By reason of the termination, effective April 1, 1993, of the riverboat gambling Operating Agreement between the Association and the Dubuque Casino Belle, Inc. and the entering into of a new Operating Agreemeni� heir;. cn� n the Assoc at' and GreaterDubuque ----' 7- ---• 1 1 Vll LLLJ../uque Riverboat Entertainment Co., L.C., it is necessary to further amend certain provisions of Part B of said Lease Agreement. NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth herein, it is agreed between the parties that the existing Lease Agreement dated February 28, 1990, as previously amended, shall be further amended as hereinafter set forth. 1. Paragraph 34 is amended to read as follows: 34. Limited Transferability of Lease Agreement. It is understood and agreed by the parties that the Association may sublease all or any portion of the leased premises to Greater Dubuque Riverboat Entertainment Co., L.C. (hereinafter referred to as "GDREC") for use as parking and dock facilities incidental to the operation of an excursion gambling boat. Any such sublease in favor of GDREC shall be subject to the consent of the City, which consent shall not be unreasonably withheld. Such sublease shall be solely for the benefit of GDREC and shall remain in force and effect only for as long as GDREC is the excursion gambling boat operator designated by the Association and licensed by the Iowa Racing and Gaming Commission. Except as set forth above, this Agreement shall not, in any event, be transferred, assigned, sold, leased or otherwise disposed of, in whole or in part, by any means without the prior consent of the City as evidenced by a resolution duly adopted by the City Council of the City of Dubuque and then only under such conditions as the City may establish. This Agreement shall be a privilege to be held for the benefit of the public by the Association. 2. Paragraph 35 is amended to read as follows: 35. License to Operate. It is intended that the Association shall maintain a valid license issued by the Iowa Racing and Gaming Commission to conduct gambling games under Chapter 99F of the Iowa Code or under any amendment to said statute. Nothing herein, however, shall obligate the Association to maintain or renew any such license in the event the Association's Agreement with GDREC dated February 22, 1993, including all amendments thereto, is terminated for any reason. 3. Paragraph 36 of the Lease Agreement is amended by deleting all references to "Dubuque Casino Belle, Inc." and by substituting in lieu thereof "GDREC". 4. Paragraph 38 of the Lease Agreement is amended by deleting all references to "Dubuque Casino Belle, Inc." and by substituting in l l eu thereof "GDREC" 5. Paragraph 39 of the Lease Agreement is amended to read as follows: 39. Improvements. The Association shall not make any betterments or improvements (excluding maintenance - type matters) to the parking and dock facilities in an amount exceeding $10,000.00 without the prior written approval of the City. Notwithstanding the foregoing, the City agrees and consents to the construction by the Association and GDREC of a temporary facility and a permanent building facility for ticket sales upon the leased premises, provided, however, that the location, size, and design of any such temporary and permanent facilities, including related improvements, shall be subject to the written consent of the City and shall be constructed and maintained at no expense to the City. 6. Paragraph 40 of the Lease Agreement is amended by deleting all references to "Dubuque Casino Belle, Inc." and by substituting in lieu thereof "GDREC". -2- 7. Paragraph 42 of the Lease Agreement is amended by amending the last subparagraph thereof to read as follows: Notwithstanding the foregoing, it is agreed that either party may terminate this Lease Agreement upon thirty (30) days advance written notice in the event (a) the Association fails to maintain or renew its license from the Iowa Racing and Gaming Commission to conduct gambling games on an excursion gambling boat or (b) the Agreement between the Association and GDREC dated February 22, 1993, including all amendments thereto, is terminated for any reason. Dated this 18th day of October, 1993. ATTEST: CITY OF UBUQUE, IOWA By:41, _Ad! Mary,. Davis, City Clerk James E. Brady, Ma •'' sp\up\citydra.arm -3- DUBUQUE RACING ASSOCIATION, LTD. SUBLEASE AGREEMENT This SUBLEASE AGREEMENT is made and entered into this 18th day of October, 1993, between DUBUQUE RACING ASSOCIATION, LTD., an Iowa nonprofit corporation, (hereinafter referred to as "Lessor") and GREATER DUBUQUE RIVERBOAT ENTERTAINMENT COMPANY, L.C., an Iowa limited liability company, (hereinafter referred to as "Lessee"). RECITALS: A. By Lease Agreement dated February 18, 1990 and amended July 23, 1990 and October 18 , 1993, DRA, as Lessee, is leasing from the City of Dubuque, Iowa, as Lessor, certain parking and dock facilities shown in blue on Exhibit "A" attached hereto and by this reference made a part hereof, which property shall hereinafter be referred to as the "leased premises." The February 28, 1990 Lease between the City of Dubuque and DRA and all amendments thereto are hereinafter referred to as the "City-DRA Ground Lease." B. Lessor and Lessee have been licensed to conduct riverboat gambling under Chapter 99F of the Iowa Code. C. On February 22, 1993, the parties entered into an Agreement setting forth their respective rights, duties and obligations with regard to the operation of an excursion gambling boat under Chapter 99F of the Iowa Code, which Agreement and all amendments thereto are hereinafter referred to as the "DRA-GDREC Operating Agreement." D. One of the conditions precedent to the DRA-GDREC Operating Agreement is the execution of a mutually agreeable sublease between DRA, as lessor, and GDREC, as lessee, for the parking and dock facilities currently leased by DRA from the City of Dubuque, Iowa, and referred to at recital A above, as the leased premises and from which the excursion gambling boat will be operated. E. DRA, as Lessor, has agreed to sublease under GDREC, as Lessee, the leased premises, consisting of a dock site and surrounding area to be used for parking, all as shown in blue on Exhibit A attached hereto. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. TERM. The term of this Sublease shall commence on the 0 ) day of October, 1993 and shall terminate at 11:59 p.m. on March 31, 2002. Notwithstanding the foregoing and without regard to a default by either party under this Sublease Agreement, it is agreed that this Sublease shall automatically terminate immediately upon the termination of the DRA-GDREC Operating Agreement. In addition, it is agreed that either party may elect to terminate this Sublease upon thirty (30) days' advance written notice to the other party in the event either DRA's or GDREC's license to conduct riverboat gambling under the provisions of Chapter 99F of the Iowa Code is suspended, revoked, surrendered, or expires without renewal. 2. LEASE PREMISES. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the real estate shown Exhibit A attached hereto and designated in blue as the leased premises. Lessee shall have the right and option, but not the obligation, to construct upon the leased premises a temporary ticket sale facility and a permanent building facility for ticket sales. In this regard, the parties agree that: (a) The location, size and design of any such temporary facility or permanent building facility, including related improvements, shall be mutually agreed upon by Lessor and Lessee prior to the commencement of construction and shall also be subject to the advance written consent of the City of Dubuque; (b) The cost of constructing a temporary ticket sale facility shall be paid solely by Lessee. (c) The cost of construction of a permanent building facility for ticket sales and all related expenses, including utility hook-ups, shall be divided between Lessor and Lessee as they shall mutually agree prior to the commencement of construction. If Lessor and Lessee cannot agree as to cost sharing, then the issue of cost sharing shall be submitted to arbitration under the provisions of paragraph 6 of the DRA-GDREC Operating Agreement. 3. RENTAL. Lessee shall pay to Lessor an annual rental for the leased premises in the sum of $1.00, Such rental payment shall be payable on the lease commencement date and on or before April 1 of each succeeding year. 4. PARKING MATTERS AND MAINTENANCE OF LEASED PREMISES. With respect to that portion of the leased premises which is designated for parking and other purposes, the parties agree as follows: (a) The identification and allocation of certain parking rights are established and set forth in a separate Ice Harbor Parking Agreement dated the 2nd day of July, 1990, among the following parties: -2- expense, for the supervision of usage and adequate security upon all other portions of the leased premises, including the dock facilities. Lessor and the City of Dubuque, Iowa, shall have no responsibility for supervision of usage and security with respect to any portion of the leased premises. (e) Lessor and the City of Dubuque, Iowa, shall be fully responsible, at their expense, for the following with respect to Parking Lot #1, Parking Lot #2 and the remaining portion of the leased premises, including dock facilities: Snow plowing Mowing and landscaping Sweeping Parking Lots #1 and #2 no less than two times per week, unless weather conditions prevent sweeping Expense of lighting the parking areas All necessary repairs to Parking Lots #1 and #2 and to the dock facilities Lessee shall not be required to pay anycosts or expenses with respect to the foregoing items; but Lessee shall be responsible for the day-to-day cleaning and removal of litter at Lessee's expense. As between ueSSor and the City iLy 0f Dubuque, 1ULL_LLe, Iowa, it is agreed that for each lease year ending on March 31, the above listed expenses for which Lessor and the City of Dubuque, Iowa, are responsible shall be paid and allocated as follows: (1) The initial $15,000 of expense for the above items shall be paid by the City of Dubuque. This payment, in effect, grants Lessor a credit for the $15,000 which it is required to deposit each year to the depreciation and improvement fund under paragraph 31 of the City-DRA Ground Lease and regardless of whether or not for any given year the funds in said depreciation and improvement fund are actually expended and used and applied for extraordinary maintenance and/or repair. (2) All remaining expense shall be paid 50% by Lessor and 50% by the City of Dubuque, Iowa. By consenting to this Sublease Agreement, the City of Dubuque, Iowa, expressly agrees to the terms and provisions of this paragraph 4. -4- (f) Subject to the provisions of subparagraphs (a) through (e) inclusive set forth above, all other matters and policies concerning parking upon the leased premises shall be deteLwined by Lessee's Board of Directors. 5. ASSIGNMENT OR SUBLEASE. Lessee may not assign its rights under this Sublease nor sublet all or any portion of the leased premises without the express written consent of Lessor and the City of Dubuque, Iowa. 6. USE OF LEASED PREMISES. Subject to the parking rights of customers and patrons of Roberts River Rides as set forth in the separate Parking Agreement referred to in paragraph 4(a) above, the leased premises and facilities and improvements thereon shall be used by Lessee for the sole purpose of conducting operations related to riverboat gambling under Chapter 99F of the Iowa Code and in accordance with the terms and conditions of riverboat gambling licenses granted to Lessor and Lessee by the Iowa Racing and Gaming Commission. Lessee agrees that it will at all times conduct operations on the leased premises without regard to race, color, age, disability, creed, religion, national origin or sex; provided, however, that Lessor and Lessee may, pursuant to the DRA- GDREC Operating Agreement, prepare and promulgate,rules for the purpose of regulating the conducting of gambling games upon a riverboat consistent with regulations of the Iowa Racing and Gaming Commission. Lessee acknowledges and agrees that Lessor may, through a Nonexclusive Sublease Agreement, grant to Roberts River Rides, Inc. and its customers and invitees the nonexmlusivP right - to use the passenger loading dock in connection with its non - gambling excursion boat business. The final draft of any such Nonexclusive Sublease Agreement between Lessor and Roberts River Rides Inc. shall be subject to Lessee's consent. 7. INSPECTION OF PREMISES BY CITY. Pursuant to paragraph 37 of the City-DRA Ground Lease, an authorized representative of the City, as designated in writing by the City Manager, shall have the right to enter and shall have access to all parking and dock facilities, whether or not events are in operation, at all reasonable times and for all reasonable purposes, in furtherance of the City's responsibility to the public for the operations of the excursion gambling boat and riverboat gambling operations, but only as long as any such entry does not unreasonably interfere with Lessee's right to quiet occupancy. The City's right of entry and access shall be subject to any applicable rules and regulations of the Iowa Racing and Gaming Commission. Also, pursuant to paragraph 7 of the DRA-GDREC Operating Agreement, one or more of Lessor's designated representatives shall have the right at any time to inspect the leased premises upon one (1) day's advance notification to Lessee. -5- 8. ADDITIONAL IMPROVEMENTS. Lessee shall not make any betterments or improvements to the parking and dock facilities in an amount exceeding $10,000 without the prior written approval of Lessor and the City of Dubuque, Iowa. 9. LIABILITY INSURANCE AND INDEMNIFICATION. Except as to any negligence of Lessor arising out of Lessor's obligations under this Sublease and except as to the negligence of any other Lessee of any portion of the leased premises, Lessee shall protect, indemnify and save harmless Lessor from and against any and all claims, suits, actions, loss, costs, damage and expenses occasioned by, or arising out of, any accident or other occurrence causing or inflicting injury and/or damage to any person or property, happening or done in, upon or about the leased premises, or due directly or indirectly to the tenancy, use or occupancy thereof, or any part thereof, by Lessee, or any person claiming through or under Lessee, or arising out of Lessee's failure to comply with or perform any duty imposed on it by this Sublease. Lessee shall maintain, throughout the term of this Sublease, liability insurance insuring both Lessor and the City of Dubuque, Iowa, with regard to all damages mentioned in this paragraph, in the minimum amounts of: (a) Five Hundred Thousand Dollars ($500,000) for bodily injury or death to any one person; (b) One Million Five Hundred Thousand Dollars $1,500,000) for bodily injury nr death res l i -i ng from any one accident; (c) Five Hundred Thousand Dollars ($500,000) for property damages resulting from any one accident; and (d) Five Million Dollars ($5,000,000) umbrella policy, except that with respect to any building constructed under paragraph 2 as a ticket sale facility, the coverage amount of the umbrella policy shall be Ten Million Dollars ($10,000,000). Upon the effective date of this Sublease, Lessee shall furnish proof to Lessor and to the City Manager of the City of Dubuque, Iowa, that a satisfactory insurance policy has been issued by a company acceptable to do business in the state of Iowa. Such insurance policy (e) shall be subject to the approval of Lessor and the City Manager; (f) shall name Lessor and the City of Dubuque, Iowa, as additional insured; -6- (g) shall contain a provision that a written notice of cancellation or material change in the policy shall be delivered to Lessor and to the City Manager thirty (30) days in advance of the effective date thereof; and (h) shall be filed with Lessor and the City Manager on the effective date of this Sublease. A cancellation or lapse of such policy without immediate approved replacement shall be a material violation of this Sublease. 10. TERMINATION. In addition to the permitted reasons for termination under paragraph 1 above, either Lessor or Lessee may terminate this Sublease whenever it is determined that the other party has failed to comply with the conditions of this Sublease. A written notice of termination by Lessor or Lessee to the other party shall specify the default and shall state that this Sublease shall be terminated and forfeited sixty (60) days after the giving of such notice unless the default is remedied within said 60 -day period. 11. CONSENT OF CITY OF DUBUQUE. Pursuant to paragraph 34 of the City-DRA Ground Lease, it is understood and agreed that this Sublease is expressly conditional upon the written consent of the City of Dubuque, Iowa. 12. NATURE OF RELATIONSHIP. The relationship created in this Sublease is that of lessor and lessee, and each party shall be liable for its own action and shall hold the other harmless from any liability arising from the action of it or its agents or employees. 13. COMPLIANCE WITH LOCAL AND STATE LAWS. Lessee, in the occupancy, operation and management of the leased premises, shall comply with all applicable federal, state and local laws (including maritime laws) and also including, without limitation, all applicable provisions of the Code of Ordinances of the City of Dubuque, the Code of Iowa, and the Administrative Code of the State of Iowa. 14. NOTICE, Both Lessor and Lessee shall give prompt notice in writing to the other party of any adverse development, financial or otherwise, which would materially affect the use and operation of the leased premises and riverboat gambling. 15. RIGHT OF INTERVENTION. Lessor, Lessee, and the City of Dubuque shall have the right of intervention in any suit or judicial or regulatory proceeding in which any of them is a party and which may affect the rights of Lessor, Lessee or the City of Dubuque. Neither Lessor nor Lessee shall oppose any such intervention. -7- 16. SEVERABILITY. If any of the provisions of this Sublease or any application thereof to any person or circumstances shall be held invalid by judicial decision, the invalidity shall not affect other provisions or application of this Sublease which can be given effect without the invalid provision or application, and to this end and extent the provisions of the Sublease are severable. 17. MAILING ADDRESSES. Notice to Lessor and to Lessee shall be sent by certified mail as follows: If to Lessor: President Dubuque Racing Association, Ltd. P.O. Box 3190 Dubuque, IA 52001 with a copy to: General Manager Dubuque Greyhound Park P. O. Box 3190 Dubuque, IA 52001 If to Lessee: Joseph P. Zwack Greater Dubuque Riverboat Entertainment Company, L.C. P.O. Box 1683 Dubuque, IA 52004 or to such other address as either party shall, by written notice, request. 18. ENTIRE AGREEMENT. This Sublease contains the entire agreement between Dubuque Racing Association, Ltd., as Lessor, and Greater Dubuque Riverboat Entertainment Company, L.C., as Lessee, and any statements, inducements or promises not contained herein shall not be binding upon the parties. 19. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. If in the future any real estate taxes or special assessments are levied with respect to the leased premises, all such taxes and special assessments shall be timely paid by Lessee. 20. MEMORANDUM FOR RECORDING. The parties mutually agree that this Sublease shall not be recorded but that if requested by either party, a Memorandum of this Sublease shall be executed and filed of record for title purposes. %k TRAIT SI,fI SS I f'N REPORT 1-319-589-4140 PHONE/TTI NO. 91022213197538101//92- DATE AND TIME 09-14 03_:08PM DURATION10' 34 IVIO D E PAGE RESULT GOOD I l'k:-rhr-+J{Ik-I t rd Yr''t!Yi _.clrk R.f 1,d r 1 3 Dated this 0 day of October, 1993. DUBUQUE RACING ASSOCIATION, LTD., Lessor GREATER DUBUQUE RIVERBOAT ENTERTAINMENT COMPANY, L.C. Lessee By: CON ack, Managing Member The City of Dubuque, Iowa, a municipal corporation, does hereby consent to the terms and provisions of the foregoing Sublease Agreement between Dubuque Racing Association, Ltd., as Lessor, and Greater Dubuque Riverboat Entertainment Company, L.C., as Lessee. Dated this 18th day of October, 1993. CITY OF UBUQUE, IOWA By: G��° Attest: Mary !,i�. Davis, Clerk sp\up\dragdrec.sub -9- Mayor