Dubuque County Historical Society Lease
RESOLUTION NO. 242-00
RESOLUTION DISPOSING OF AN INTEREST IN REAL PROPERTY BY LEASE WITH
THE DUBUQUE COUNTY mSTORlCAL SOCIETY
WHEREAS, the City of Dubuque, Iowa (City) is the owner of certain real property described
in Exhibit A to the Lease attached hereto (the Property);
AND WHEREAS, the Dubuque County Historical Society (DCHS) desires to lease the
Property for the construction and operation of a museum upon the terms set forth in the Lease.
AND WHEREAS, on the 5th of June, 2000, the City Council pursuant to notice
published as required by law held a public hearing on its intent to dispose of the foregoing interest
in real property and overruled all objections thereto;
AND WHEREAS, the City Council finds that it is in the best interest of the City to approve
the Lease.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section I. The Lease between City and DCHS, attached hereto, is hereby approved.
Section 2. The Mayor is hereby authorized and directed to execute the Lease on behalf of the
City of Dubuque.
Section 3. The City Clerk is hereby authorized and directed to cause this Resolution to be
recorded with the Dubuque County Recorder.
Passed, approved and adopted this 5 t hday of J u n e
Terrance M. Duggan, Mayor
Attest:
Jeanne F. Schneider, City Clerk
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KATHY FLYNN nMlLOW,llUB. co. RECXlRDER
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LATHY r"L',(i-;~~ 1 HU:~'.:,G;.:I 'K i)
GOUHTY r~ECrJh!ki~ -.'\..
Prepared by: Barry Lindahl, Corporation Counsel; Address: City HQIi'BUGj!.;j.lilho~'!s8QE.i270
RESOLUTION NO. 242-00
RESOLUTION DISPOSING OF AN INTEREST IN REAL PROPERTY BY LEASE WIlli
TIffi DUBUQUE COUNTY mSTORICAL SOCIETY
WHEREAS, the City of Dubuque, Iowa (City) is the owner of certain real property described
in Exhibit A to the Lease attached hereto (the Property);
AND WHEREAS, the Dubuque COWlty Historical Society (DCHS) desires to lease the
Property for the construction and operation of a museum upon the terms set forth in the Lease.
.
AND WHEREAS, on the 5th of June, 2000, the City COWlcil pursuant to notice
published as required by law held a public hearing on its intent to dispose of the foregoing interest
in real property and overruled all objections thereto;
AND WHEREAS, the City COWlcil finds that it is in the best interest of the City to approve
the Lease.
NOW, TIffiREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF TIffi CITY OF
DUBUQUE, IOWA:
Section 1. The Lease between City and DCHS, attached hereto, is hereby approved.
Section 2. The Mayor is hereby authorized and directed to execute the Lease on behalf of the
City of Dubuque.
Section 3. The City Clerk is hereby authorized and directed to cause this Resolution to be
recorded with the Dubuque COWlty Recorder.
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est: Jeanne F. Schneider, City Clerk
Terrance
Passed, approved and adopted this 5thdayof June
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AGREEMENT
TIDS LEASE AGREEMENT (the "Lease") made as of the sr,,(, day of
~4A/ ,2000, between the CITY OF DUBUQUE, IOWA, a municipal corporation
ftessor) and DUBUQUE COUNTY IDSTORlCAL SOCIETY, and Iowa nonprofit
corporation (Lessee),
ARTICLE I
DEMISE AND TERM
1.1 In consideration of the rents hereinafter reserved and the terms, covenants, conditions
and agreements set forth in this Lease, Lessor hereby leases to Lessee the real property described
in Exhibit A attached to and made a part of this Lease, for the purpose of constructing and
operating the Mississippi River Musewn, together with any and all easements and appurtenances
thereto and subject to any easements and restrictions of record (the "Demised Premises"), to have
and to hold for a term of fifty (50) years commencing on June 6, 2000 and terminating at 11:59
p,m, on June 5, 2050, subject to all of the terms, covenants, conditions and agreements contained
herein,
1.2 Lessee covenants that it shall commence construction of the Mississippi River
Musewn by not later than the 31st day of December, 2001, and shall substantially complete
construction by not later than the 31 st day of December, 2003,
1.3 If Lessee intends to request an extension of the term of this Lease, Lessee shall not
later than five years prior to the expiration of the term of this Lease give Lessor written notice of
such intention, Lessor shall negotiate exclusively with Lessee for a period of 180 days thereafter
for an extension of the Lease, However, nothing herein shall obligate Lessor to agree to any
extension of the Lease,
ARTICLE II
RENT
2. Lessee shall pay Lessor (in addition to taxes, assessments, and other charges required
to be paid under this Lease by Lessee) rent for the Demised Premises of One Dollar per year,
ARTICLE III
TITLE TO IMPROVEMENTS AND TRADE FIXTURES
3.1 Trade Fixtures. For the purpose of this Lease, "Trade Fixtures" shall mean all of
Lessee's personal property located on the Demised Premises used in Lessee's business, Lessee
shall be entitled to construct on the Demised Premises all structures, buildings or other
improvements as agreed upon by the Lessor and Lessee (the "Improvements"), Lessor shall have
the right, in its reasonable discretion, to approve the design, appearance and quality of any such
improvements, which approval shall not be unreasonably withheld or delayed, It shall be
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unreasonable for Lessor to withhold such consent if such design, appearance and quality are
generally compatible with other buildings in the area. Lessor agrees to provide all permits,
variances and approvals reasonably required to develop and construct the proposed museum on
the Demised Premises. Title to Lessee's Trade Fixtures and Improvements are and shall be the
sole and exclusive property of Lessee during the term of this Lease and shall remain the sole and
exclusive property of Lessee after the expiration or termination of this Lease for whatever reason.
Lessor acknowledges and understands that it shall have no right, title or interest in or to Lessee's
Trade Fixtures or Improvements either during the term of this Lease or thereafter (except as
hereinafter provided). Lessor acknowledges and agrees that Lessee shall have the right to
encumber, sell or hypothecate Lessee's Trade Fixtures or Improvements, to remove them from
the Demised Premises, or to otherwise deal with all or any portion of such Lessee's Trade
Fixtures or Improvements, at Lessee's sole discretion. Provided, further, that upon 10 days prior
written notice to Lessor, Lessor shall prepare and deliver to Lessee a certificate in recordable
form stating that Lessor has no interest or right in or to Lessee's Trade Fixtures or Improvements,
as well as any other document which Lessee may reasonably request from Lessor. If Lessee fails
to remove any of its Trade Fixtures or Improvements prior to the termination of this Lease,
Lessee's right, title, and interest in any such remaining Trade Fixtures or Improvements shall
cease and terminate, and the title to such remaining Trade Fixtures and Improvements shall vest
in Lessor, and the Improvements or the part thereof then within the Demised Premises shall be
surrendered by Lessee to Lessor. However, at Lessor's option, Lessee shall remove at Lessee's
cost any or all of the remaining Trade Fixtures or Improvements located on the Demised
Premises. No further deed or instrument shall be necessary to confirm the vesting in Lessor of
title to the remaining Trade Fixtures or Improvements. However, upon any termination of this
Lease, Lessee, upon request of Lessor, shall execute, acknowledge, and deliver to Lessor a deed
confirming that all of Lessee's right, title, and interest in or to the remaining Trade Fixtures or
Improvements has expired, and that title to the remaining Trade Fixtures or Improvements has
vested in Lessor."
ARTICLE IV
ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST
4.1 Lessee's rieht to encumber leasehold interest. Lessee may encumber by
mortgage, deed of trust, or other proper instrument, its leasehold interest and estate in the
Demised Premises, together with all Improvements placed by Lessee on the Demised Premises,
as security for any indebtedness of Lessee; provided, however, that no such encumbrance shall
extend beyond the term of this Lease without the written consent of Lessor. Lessee shall provide
Lessor with a copy of any such encumbrance upon execution thereof. The execution of any
mortgage, deed of trust or other instrument, or the foreclosure of any mortgage, or deed of trust
or other instrument, or any sale, either by judicial proceedings or by virtue of any power reserved
in a mortgage or deed of trust, or conveyance by Lessee to the holder of the indebtedness, or the
exercise of any right, power or privilege reserved in any mortgage or deed of trust, shall not be
held as a violation of any of the terms or conditions of this lease agreement or as an assumption
by the holder of the indebtedness personally of the obligations of this lease agreement.
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4.2 Notice to holder of encumbrance; ril!ht of holder to cure Lessee's default. If
Lessee shall encumber 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 shall give 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 all
notices in writing which Lessor may, from time to time, give or serve on Lessee under and
pursuant to the terms and provisions of this Lease. The copies shall 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 shall be 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 shall be subject to the further rights of
Holder as set forth in Section 15.2. All payments so made and all things so done and performed
by the Holder shall be effective to prevent a foreclosure of the rights of Lessee thereunder as the
same would have been if done and performed by Lessee.
ARTICLE V
TAXES
5.1 Lessee agrees to pay as additional rent an amount equal to real estate taxes upon the
real estate of the Demised Premises that become payable during the term hereof. Lessee shall
further provide to Lessor official receipts of the appropriate taxing authority or other evidence
satisfactory to Lessor evidencing payment thereof.
5.2 The Lessee further agrees to pay all other taxes, rates, charges, levies and assessments,
general and special, of every name, nature and kind, whether now known to the law or hereafter
created which may be taxed, charged, assessed, levied or imposed upon said real estate, any
buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed
upon the leasehold estate hereby created and upon the reversionary estate in said real estate
during the term hereof, and all such other taxes, rates, charges, levies and assessments shall be
paid by Lessee as they become due and before they become delinquent.
5.3 Lessee agrees to timely pay all taxes, assessments or other public charges levied or
assessed by lawful authority (but reasonably preserving Lessee's rights of appeal) against its
personal property on the premises, during the term of this Lease.
5.4 Nothing herein shall require Lessee to pay any of Lessor's income taxes, surtaxes,
excess profit taxes or any taxes on the rents reserved to Lessor hereunder.
5.5 Lessee shall at all times have the right to contest in good faith, in any proper
proceedings, in the name of Lessor if necessary, the payment or satisfaction of any such taxes,
assessments, rates, charges or levies so agreed to be paid by Lessee, if the validity thereof, or the
right to assess or levy the same against or collect the same from said Demised Premises or
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improvements, shall be disputed. Upon the conclusion of any such suit or proceedings, or not
less than three (3) months prior to the date when the right to redeem therefrom expires,
whichever will be the earlier, Lessee will promptly pay and satisfy such disputed tax, assessment
or other charge as finally determined, together with all expenses, costs and attorneys' fees
whatsoever incurred in connection therewith.
ARTICLE VI
REPAIRS
6. Lessee shall at all times during the term of this Lease, at Lessee's own costs and
expense, keep the Demised Premises and the Improvements thereon, and all sidewalks, curbs,
and all appurtenances to the Demised Premises, in good order, condition, and repair, casualties
and ordinary wear and tear excepted. Lessee shall keep and maintain the Demised Premises and
all improvements in superior condition, consistent with other similarly classed operations.
Lessee shall keep the Demised Premises in such condition as may be required by law and by the
terms of the insurance policies furnished pursuant to this Lease, whether or not such repair shall
be interior or exterior, and whether or not such repair shall be of a structural nature. Upon
reasonable notice to Lessee, Lessor may, at its discretion, conduct an annual inspection of the
Demised Premises to determine Lessee's compliance with this Article VI.
ARTICLE VII
COMPLIANCE WITH LAW
7.1. During the term of this Lease, Lessee shall comply with all applicable laws
applicable to Lessee's use of the Demised Premises, the breach of which might result in any
penalty on Lessor or forfeiture of Lessor's title to the Demised Premises.
7.2. Lessee shall not commit waste on the Demised Premises except as necessary for
the removal or construction of any buildings and Improvements on the Demised Premises, but
shall not be liable for any damages to or destruction of any buildings or improvements on the
Demised Premises, nor be required to repair or rebuild the buildings or Improvements.
ARTICLE VIII
ALTERATIONS
8. Lessee shall have the right, at Lessee's expense, from time to time during the term of
this Lease to make such alteration, addition, or modification to the Demised Premises or the
improvements thereon as shall be agreed upon in writing by Lessor and Lessee.
ARTICLE IX
USE OF DEMISED PREMISES
9. Lessee will not use or allow the Demised Premises or any buildings or Improvements
thereon or any appurtenances thereto, to be used or occupied for any unlawful purpose or in
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violation of any certificate of occupancy. Lessee will not suffer any act to be done or any
condition to exist within the Demised Premises or in any Improvement thereon, or permit any
article to be brought therein, which may be dangerous, unless safeguarded as required by law, or
which may, in law, constitute a nuisance, public or private, or which may make void or voidable
any insurance in force with respect thereto.
ARTICLE X
INSURANCE
10.1 Lessee will at all times during the term of this Lease maintain insurance on the
Demised Premises of the following character:
A. Insurance against loss or damage by fire and other risks and perils from
time to time included under standard extended coverage endorsements in an amount equal to not
less than ninety percent (90%) of the replacement value of the Demised Premises and the
Improvements, (exclusive of the costs of excavation, foundations, and footings below the lowest
floor).
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B. Public liability insurance, against claims for personal injury, death, or
property damage occurring in, upon, or about the Demised Premises. The initial limits of
liability of such insurance policy shall be a combined single limit of $2,000,000.00. Such limits
of liability shall upon notice from Lessor be increased to an amount equal to that required by
Lessor in other leases of similar property.
10.2 Such insurance shall be written by companies legally qualified to issue such
insurance in the State of Iowa and such insurance shall name as the insured parties thereunder,
Lessor, or its assigns, and Lessee, as their interests may appear. Lessor shall not be required to
prosecute any claim against any insurer or to contest any settlement proposed by any insurer,
provided that Lessee may, at its cost and expense, prosecute any such claim or contest any such
settlement, and in such event Lessee may bring any such prosecution or contest in the name of
Lessor, Lessee, or both, and Lessor shall cooperate with Lessee and will join therein at Lessee's
written request upon receipt by Lessor of an indemnity from Lessee against all costs, liabilities,
and expenses in connection with such cooperation, prosecution, or contest.
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10.3 Lessee shall deliver to Lessor promptly after the execution and delivery of this
Lease the original or duplicate policies or certificates of insurers satisfactory to Lessor
evidencing all the insurance which is then required to be maintained by Lessee hereunder, and
Lessee shall, within 30 days prior to the expiration of any such insurance, deliver other original
or duplicate policies or other certificates of the insurers evidencing the renewal of such
insurance. Should Lessee fail to effect, maintain, or renew any insurance provided for herein, or
to pay the premium therefor, or to deliver to Lessor any of such policies or certificates, Lessor, at
its option, but without obligation so to do, may procure such insurance, and any sums expended
by it to procure such insurance shall be additional rent hereunder and shall be repaid by Lessee
within 30 days following the date on which demand therefor shall be made by Lessor. Such
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insurance policy(ies) shall contain a provision that such policy(ies) shall not be canceled or
reduced in scope without thirty (30) days prior written notice to Lessor.
10.4 Each party shall look fIrst to any insurance in its favor before making any claim
against the other party for recovery for loss or damage resulting from fIre or other casualty, and
to the extent that such insurance is in force and collectible and to the extent permitted by law,
Lessor and Lessee each hereby releases and waives all right of recovery against the other or
anyone claiming through or under each of them by way of subrogation or otherwise. The
foregoing release and waiver shall be in force only if both releasors' insurance policies contain a
clause providing that such a release or waiver shall not invalidate the insurance, and also
provided that such policies can be obtained without additional premiums. Lessee acknowledges
that Lessor will not carry insurance on Lessee's furniture and/or furnishings or any trade fIxtures
or equipment, improvements, or appurtenances removable by Lessee or Lessee's leasehold
improvements and agrees that Lessor will not be obligated to repair any damage thereto or
replace the same, unless said damage is caused by Lessor's negligence.
ARTICLE XI
LESSOR'S WARRANTIES AND REPRESENTATIONS
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11.1 Lessor's Representation Of Good Title. Lessor covenants and warrants that its
is lawfully seized in fee simple of the Demised Premises, and that it has full right and authority to
enter into this Lease for the full term hereof, and covenants and agrees that upon paying the rent
provided for herein, and upon Lessee's performing the covenants and agreements of this Lease
required to be performed by said Lessee, that it will have, hold and enjoy quiet possession of the
Demised Premises. Lessor warrants to Lessee that the Demised Premises are properly zoned for
the conduct of the operation of Lessee's business.
ARTICLE XII
INDEMNIFICATION
12.1 Indemnification of Lessor. Lessee will protect, indemnify, and save harmless
Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action,
costs and expenses (including, without limitation, reasonable attorneys' fees and expenses)
imposed upon or incurred by or asserted against Lessor by reason of (a) any accident, injury to, or
death of persons or loss of or damage to property occurring on or about the Demised Premises
during the term of this Lease and resulting from any act or omission of Lessee or anyone
claiming by, through, or under Lessee during the term of the Lease; and (b) any failure on the
part of Lessee to perform or comply with any of the terms of this Lease. In case any action, suit,
or proceeding is brought against Lessor by reason of such occurrence, Lessee will, at Lessee's
expense, resist and defend such action, suit, or proceeding, or cause the same to be resisted and
defended by counsel approved by Lessor.
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ARTICLE XIII
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CONDEMNATION
13.1 Entire Condemnation. If at any time during the term of this Lease all or
substantially all of the Demised Premises or the improvements thereon shall be taken in the
exercise of the power of eminent domain by any sovereign, municipality, or other public or
private authority, then this Lease shall terminate on the date of vesting of title in such taking and
any prepaid rent shall be apportioned as of said date. Substantially all of the Demised Premises
and the improvements thereon shall be deemed to have been taken if the remaining portion of the
Demised Premises shall not be of sufficient size to permit Lessee to operate its business thereon
in a manner similar to that prior to such taking.
13.2 Allocation of Award. Any award for such taking of all or substantially all of the
Demised Premises shall be paid to the parties hereto in accordance with the following:
A. To Lessor, the amount of the award attributable to the Demised Premises,
determined as if this Lease was not in effect at the time of such award, excluding therefrom the
amount of the award attributable to the improvements, and all other sums not directly attributable
to the value ofthe Land constituting the Demised Premises.
B. To Lessee, the entire award except that portion allocated to Lessor above,
including but not limited to, the value of the improvements plus any other amount assessed for
Lessee.
13.3 Partial Condemnation. If less than all or substantially all of the Demised
Premises or the improvements thereon shall be taken in the exercise of the power of eminent
domain by any sovereign, municipality, or other public or private authority, then Lessee, at its
option, may elect to continue this Lease in full force and effect or terminate this Lease. If Lessee
shall elect to maintain this Lease in full force and effect, the entire award for such partial
condemnation shall be paid over to Lessee, and Lessee shall proceed with reasonable diligence to
carry out any necessary repair and restoration so that the remaining improvements and
appurtenances shall constitute a complete structural unit or units which can be operated on an
economically feasible basis under the provisions of this Lease. In the event Lessee elects to
continue this Lease in full force and effect after a partial condemnation, there shall be no
abatement in the Basic Rent Lessee is required to pay hereunder.
Should Lessee elect to terminate this Lease upon a partial condemnation, Lessee shall
provide Lessor with written notice of such election within thirty (30) days after the date of
vesting of title for such taking. Lessee shall specify in such written notice the date on which this
Lease shall terminate, which date shall be not less than 60 days nor more than 360 days after
delivery of such notice to Lessor (the Termination Date). In the event Lessee terminates this
Lease, as provided for in this Article 13.3, Lessee shall be entitled to the entire award for such
partial taking.
13.4 Temnorarv Takinl!:. If the temporary use of the whole or any part of the
Demised Premises or the Improvements thereon or the appurtenances thereto shall be taken at
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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 ofthis Lease shall not be reduced or affected
in any way, and Lessee shall continue to pay in full the rent, additional rent, and other sum or
sums of money and charges herein reserved and provided to be paid by Lessee, and the entire
award for such temporary taking shall be paid to Lessee. Lessee shall repair and restore any and
all damage to the Demised Premises and the improvements as soon as reasonably practicable
after such temporary taking.
ARTICLE XIV
ASSIGNMENT AND SUBLETTING
14.1 Lessee shall have no right to assign or transfer this Lease or to sublease the whole or
any part of the Demised Premises.
ARTICLE XV
DEFAULT
15.1. Lessor's Ril!hts in the Event of Lessee's Default. If Lessee shall fail or neglect
to observe, keep, or perform any of the covenants, terms, or conditions contained in this Lease on
its part to be observed, kept, or performed, and the default shall continue for a period of thirty
(30) days after written notice from Lessor setting forth the nature of Lessee's default (it being
intended that in connection with a default not susceptible of being cured with diligence within thirty
(30) days, the time within which Lessee has to cure the same shall be extended for such period as
may be necessary to complete the same with all due diligence), then and in any such event, Lessor
shall have the right at its option, on written notice to Lessee, to terminate this Lease and all rights
of Lessee under this Lease shall then cease. Lessor, without further notice to Lessee, shall have
the right immediately to enter and take possession of the Demised Premises with or without
process of law and to remove all personal property from the Demised Premises and all persons
occupying the Demised Premises and to use all necessary force therefor and in all respects to take
the actual, full, and exclusive possession of the Demised Premises and every part of the Demised
Premises as of Lessor's original estate, without incurring any liability to Lessee or to any persons
occupying or using the Demised Premises for any damage caused or sustained by reason of such
entry on the Demised Premises or the removal of persons or property from the Demised
Premises.
15.2. Ril!hts of Holder of Encumbrance in Event Lessee Defaults. If Lessee fails or
neglects to observe, keep, or perform any of the covenants, terms, or conditions contained in this
Lease on its part to be observed, kept, or performed, the Holder of any indebtedness secured by
an encumbrance on the leasehold estate under this Lease shall have thirty (30) days after receipt
of written notice from Lessor setting forth the nature of Lessee's default and a reasonable time
thereafter if it shall have commenced foreclosure or other appropriate proceedings in the nature
thereof within such thirty (30) days and is diligently prosecuting such proceedings, within which
to endeavor to make good or remove the default or cause for termination of the Lease. All right
of Lessor to terminate this Lease on the failure or neglect of Lessee to observe, keep, and perform
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CERTIFICATE OF CITY CLERK
STATE OF IOWA
COUNTY OF DUBUQUE
I, Jeanne F. Schneider, do hereby certify that I am the duly appointed,
qualified, and acting Clerk of the City of Dubuque, Iowa in the County
aforesaid, and as such 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. 242-00 is a correct copy of the original
Resolution No. 242-00 approved and adopted by the City Council of the City
of Dubuque, Iowa, at a session held by said Council on the 5th day of June,
2000.
In Testimony Whereof, I hereunto set my hand and official seal of the City of
Dubuque, Iowa.
. Dated at Dubuque, Iowa this 7th day of June, 2000.
Jeanne F. Schneider
City Clerk
City of Dubuque, Iowa
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the covenants, terms, and conditions of this Lease, is, and shall continue to be, at all times prior
to payment in full of the indebtedness to the Holder of Lessee, subject to, and conditioned on,
Lessor's having first given the Holder written notice thereof and the Holder having failed to cause
the default or cause for termination to be made good or removed within thirty (30) days after
receiving written notice of default or cause for termination or within a reasonable time thereafter
if it shall have commenced foreclosure or other appropriate proceedings in the nature of
foreclosure within such thirty (30) days and is diligently prosecuting such proceedings. In the
event that the Lease is terminated due to the Lessee's bankruptcy, insolvency or other
proceedings, and in the event the Holder has complied with the terms of this Section 15.2, then
Lessor at Holder's option, shall enter into a new lease with Holder or the successful bidder at
foreclosure on the same terms as this Lease, for the term then remaining, and specifically
preserving all unexercised options.
ARTICLE XVI
RIGHT TO CURE OTHER'S DEFAULTS
16. Whenever and as often as a party shall fail or neglect to comply with and perform any
term, covenant, condition, or agreement to be complied with or performed by such party
hereunder, then, upon thirty (30) days' prior written notice to such defaulting party, the other
party, at such other party's option, in addition to all other remedies available to such other party,
may perform, or cause to be performed, such work, labor, services, acts, or things, and take such
other steps, including entry onto the Demised Premises and the Improvements thereon, as such
other party may deem advisable, to comply with and perform any such term, covenant, condition,
or agreement which is in default, in which event such defaulting party shall reimburse such other
party upon demand, and from time to time, for all costs and expenses suffered or incurred by
such other party in so complying with or performing such term, covenant, condition, or agree-
ment. The commencement of any work or the taking of any other steps or performance of any
other act by such other party pursuant to the immediately preceding sentence shall not be deemed
to obligate such other party to complete the curing of any term, covenant, condition, or
agreement which is in default.
ARTICLE XVII
QUIET ENJOYMENT
17. Lessor covenants that at all times during the term of this Lease, so long as Lessee is
not in default hereunder, Lessee's quiet enjoyment of the Demised Premises or any part thereof
shall not be disturbed by any act of Lessor, or of anyone acting by, through, or under Lessor.
ARTICLE XVIII
WAIVER
18. No waiver by Lessor of any breach by Lessee of any term, covenant, condition, or
agreement herein and no failure by Lessor to exercise any right or remedy in respect of any
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breach hereunder, shall constitute a waiver or relinquishment for the future of any such term,
covenant, condition, or agreement or of any subsequent breach of any such term, covenant,
condition, or agreement, nor bar any right or remedy of Lessor in respect of any such subsequent
breach, nor shall the receipt of any rent, or any portion thereof, by Lessor, operate as a waiver of
the rights of Lessor to enforce the payment of any other rent then or thereafter in default, or to
terminate this Lease, or to recover the Demised Premises, or to invoke any other appropriate
remedy which Lessor may select as herein or by law provided.
ARTICLE XIX
SURRENDER
19. Lessee shall, on the last day of the term of this Lease or upon any termination of this
Lease hereof, surrender and deliver up the Demised Premises, into the possession and use of
Lessor, without fraud or delay and in good order, condition, and repair, free and clear of all
lettings and occupancies, free and clear of all liens and encumbrances other than those existing
on the date of this Lease and those, if any, created by Lessor, without (except as otherwise
provided herein) any payment or allowance whatever by Lessor on account of or for any
buildings and improvements erected or maintained on the Demised Premises at the time of the
surrender, or for the contents thereof or appurtenances thereto. At Lessor's option, Lessee shall
remove any or all of the Improvements located on the Demised Premises.
ARTICLE XX
MEMORANDUM OF LEASE
20. Each of the parties hereto will, promptly upon request of the other, execute a
memorandum of this Lease in form suitable for recording setting forth the names of the parties
hereto and the term of this Lease, identifying the Demised Premises, and also including such
other clauses therein as either party may desire.
ARTICLE XXI
NOTICES
21.1. All notices, demands, or other writings in this Lease provided to be given or made
or sent, or which may be given or made or sent, by either party to the other, shall be deemed to
have been fully given or made or sent when made in writing and deposited in the United States
mail, registered and postage prepaid, and addressed as follows:
TO LESSOR: City of Dubuque, Iowa
TO LESSEE: Dubuque County Historical Society
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21.2. The address to which any notice, demand, or other writing may be given or made
or sent to any party as above provided may be changed by written notice given by the party as
above provided.
ARTICLE XXII
MISCELLANEOUS
22.1. Time of the Essence. Time IS of the essence of this Lease and all of its
provisions.
22.2. Governine Law. It is agreed that this Lease shall be governed by, construed,
and enforced in accordance with the laws of the State ofIowa.
22.3. Paraerauh Headines. The titles to the paragraphs of this Lease are solely for the
convenience of the parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of the provisions of this Lease.
22.4. Modification of Al!:reement. Any modification of this Lease or additional
obligation assumed by either party in connection with this Lease shall be binding only if
evidenced in a writing signed by each party or an authorized representative of each party.
22.5. Parties Bound. This Lease shall be binding on and shall inure to the benefit of
and shall apply to the respective successors and assigns of Lessor and Lessee. All references in
this Lease to "Lessor" or "Lessee" shall be deemed to refer to and include successors and assigns
of Lessor or Lessee without specific mention of such successors or assigns.
22.6 Force Maieure. In the event that either party hereto shall be delayed or hindered
in or prevented from the performance of any act required hereunder by reason of strikes,
lockouts, labor troubles, unavailability or excessive price of fuel, power failure, riots,
insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather or
acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the
party delayed in performing work or doing acts required under the terms of this Lease, then
performance of such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the period of such delay.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the
day and year first above written.
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LESSOR:
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anne F. Schneider, City Clerk
LESSEE:
DUBUQUE COUNTY mSTORlCAL SOCIETY
A"'~( tti L>~ r V hl V
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EXHIBIT "A"
LEGAL DESCRIPTION OF DEMISED PREMISES
13
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PREPARED BY: lIW ENGINEERS AND SURVEYORS P.C. 4155 PENNSYLVANIA AVE. DUBUOUE lOW A ] 19.556.2464
MISSISSIPPI RIVER DISCOVER CENTER
LEASE BOUNDARY
LEGAL DESCRIPTION
Commencing at the northeasterly corner of Lot 4 of Ice Harbor Development in the City of
Dubuque, Iowa, said point being the point of beginning;
Thence South 58 degrees 59 minutes 05 seconds East, 24.18 feet to a point;
Thence South 31 degrees 01 minutes 22 seconds West, 251.98 feet to a point;
Thence South 83 degrees 45 minutes 38 seconds West, 133.50 feet to a point;
.
Thence South 31 degrees 01 minutes 22 seconds West, 200.00 feet to a point;
Thence North 58 degrees 58 minutes 38 seconds West, 300.28 feet to a point;
Thence North 06 degrees 46 minutes 12 seconds East, 311.70 feet to a point;
Thence North 07 degrees 17 minutes 33 seconds East, 176.85 feet to a point;
Thence South 83 degrees 09 minutes 25 seconds East, 56.83 feet to a point;
Thence North 06 degrees 50 minutes 35 seconds East, 12.67 feet to a point;
Thence South 83 degrees 09 minutes 25 seconds East, 126.52 feet to a point;
Thence South 58 degrees 59 minutes 05 seconds East, 5.30 feet to the northwesterly corner of Lot
4 of Ice Harbor Development;
Thence North 85 degrees 37 minutes 10 seconds West, 23.56 feet to a point of curvature;
Thence South 50 degrees 48 minutes 30 seconds West, 20.68 feet along the chord ofa 15.00 foot
radius curve concave southeasterly to a point of tangency;
Thence South 07 degrees 14 minutes 05 seconds West, 25.28 feet to a point of curvature;
.
Thence South 25 degrees 55 minutes 20 seconds East, 32.82 feet along the chord of a 30.00 foot
radius curve concave northeasterly to a point of tangency;
Thence South 59 degrees 04 minutes 45 seconds East, 54.03 feet to a point;
Thence North 29 degrees 58 minutes 30 seconds East, 8.47 feet to a point;
Thence South 58 degrees 59 minutes 40 seconds East, 340.35 feet to a point;
TheIlee North 30 degrees 59 minutes 00 seconds East, 25.38 feet to a point;
Thence South 59 degrees 01 minutes 00 seconds East, 10.36 feet to a point;
.
Thence North 30 degrees 59 minutes 00 seconds East, 37.06 feet to the point of beginning
containing 5.03 acres more or less.
Above described lease boundary is as shown on Lease Exhibit "A".
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