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Historical Society & Adams Co. property Lease Agree Dii~~E ~c/k.~ MEMORANDUM C'') January 23, 2006 \,~ TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proposed Reuse/Lease of Adam's Company to the Dubuque County Historical Society Economic Development Director David Heiar recommends City Council approval of a 45 year lease of the former Adams Company property located in the Port of Dubuque to the Dubuque County Historical Society (DCHS). Highlights of the proposed lease include: . The termination date of June 5, 2050 coincides with the ending date of the existing lease between the City and the Dubuque County Historical Society for the property which houses the first phase of the National Mississippi River Museum. . DCHS will pay $1 per year for the leased property. . DCHS will also provide the local match required for the utilization of the remaining $300,000 EDA grant. . Required minimum improvements for DCHS include 1. The construction of a large format film theater with a minimum $5 million investment and an anticipated cost of $8 million and; 2. Minimum $3 million investment in the former Adams Company building to make it suitable for placement of exhibits and to welcome the public. . Planned but not required improvements include; 1. Children's Splash Zone Museum 2. Rivers to the Sea Galleries 3. National River Research and Conservation Center 4. Changing Exhibit Galleries THE CiTY OF ( -~~ f. .). .~-.-...:c~-. .~--c ~ L!1, (~?UI ~ck~ MEMORANDUM January 23, 2006 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Directo(;Jj1I- SUBJECT: Proposed reuse/lease of Adam's Company to the Dubuque County Historical Society BACKGROUND The Economic Development Administration (EDA) has approved an extension of the City's EDA Grant until June 30, 2005. Approximately $300,000 of the $2 million grant is still available for the partial demolition and adaptive reuse of the Adams Company building. Over the past few months there have been several negotiation sessions with representatives of the Dubuque County Historical Society (DCHS) for the proposed 45 year lease of the former Adams Company property located in the Port of Dubuque. DCHS intends to use the building and site for an expansion of the National Mississippi River Museum and Aquarium. Highlights of the proposed lease (attached) include: . The termination date of June 5, 2050 coincides with the ending date of the existing lease between the City and the Dubuque County Historical Society for the property which houses the first phase of the National Mississippi River Museum. . DCHS will pay $1 per year for the leased property. . DCHS will also provide the local match required for the utilization of the remaining $300,000 EDA grant. . Required minimum improvements for DCHS include 1. The construction of a large format film theater with a minimum $5 million investment and an anticipated cost of $8 million and; 2. Minimum $3 million investment in the former Adams Company building to make it suitable for placement of exhibits and to welcome the public. . Planned but not required improvements include; 1. Children's Splash Zone Museum 2. Rivers to the Sea Galleries 3. National River Research and Conservation Center 4. Changing Exhibit Galleries 5. National Education and outreach program for the Mississippi River, the Rivers to America and Coastal Waters 6. An outdoor amphitheater and other outdoor spaces. . Required minimum improvements shall commence within 6 months of lease approval and shall be substantially completed by December 31, 2009. . Lease may not be assigned RECOMMENDATION I recommend that the City lease the former Adams Company building and site to the Dubuque County Historical Society. ACTION STEP The requested action is for the City Council to adopt the attached resolution approving the lease and authorizing the Mayor to sign the lease. F:\USERS\DHeior\Memos to MVM\Council ltems\DCHS lease on former Adams Co bldg memo.doc RESOLUTION NO. 43-06 RESOLUTION DISPOSING OF AN INTEREST IN REAL PROPERTY BY LEASE AGREEMENT TO THE DUBUQUE COUNTY HISTORICAL SOCIETY WHEREAS, the City of Dubuque, Iowa (City) is the owner of the real property legally described as: Lot 1, in Adam's Company's 2nd Addition in the City of Dubuque, Iowa; and WHEREAS, the Dubuque County Historical Society desires to lease the Premises for the purpose of creating an expansion of the National Mississippi River Museum & Aquarium including a new museum which would be a compliment to the existing National Mississippi River Museum & Aquarium and for such other purposes as described in the proposal for a Development Agreement Leading to a Lease between the City of Dubuque and the Dubuque County Historical Society For Adaptive Reuse of the Adams Company Building and Site; and WHEREAS, the City Council has held a public hearing on the City's intent to dispose of the foregoing-described City Property on the 6th day of February, 2006, pursuant to notice as required by law, and following the public hearing overruled all objections thereto. 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, Iowa, hereby approves the Lease Agreement with Dubuque County Historical Society, a copy of which is attached hereto, for the above-described City Property. Section 2. The Mayor is hereby authorized and directed to sign the Lease Agreement on behalf of the City of Dubuque. Section 3. The City Clerk is hereby authorized and directed to record this Resolution with the Dubuque County Recorder. Passed, approved and adopted this 6th day of February, 2006. Roy D. Buol, Mayor Attest: Jeanne F. Schneider, City Clerk F:\USERS\Dheiar\Dubuque County Historical Society\Resolution Disposing RE interest.doc LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COUNTY HISTORICAL SOCIETY This Lease Agreement (the "Lease") dated for reference purposes the day , 20_, between the City of Dubuque, Iowa, a municipal corporation Dubuque County Historical Society, an Iowa nonprofit corporation of (Lessor) and (Lessee). RECITALS A. Lessor is the owner of that certain real estate described on Exhibit "A" attached hereto and by this reference made a part hereof, a portion of which Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor (the "Demised Premises"); and B. Lessor desires to lease the Demised Premises for the purpose of Lessee creating an expansion of the National Mississippi River Museum & Aquarium including a new museum which would be a compliment to the existing National Mississippi River Museum & Aquarium and for such other purposes as described in the Proposal for a Development Agreement Leading to a Lease between the City of Dubuque and the Dubuque County Historical Society For Adaptive Reuse of the Adams Company Building and Site dated October 2005 (hereafter the "Project"); and C. Project. Lessor and Lessee desire to enter into this Lease in connection with the 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: ARTICLE I DEMISE AND TERM 1.1 Demise and Term. 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, together with any and all easements and appurtenances thereto and subject to any easements are restrictions of record (the "Demised Premises"), to have and to hold for a term commencing on the _ day of , 20_ and terminating at 11 :59 p.m. on June 5, 2050, subject to all of the terms, covenants, conditions and agreements contained herein. Lessee shall, however, upon written request of Lessor, re-convey to Lessor all its interest under this Lease in and to the parcel shown on Exhibit A-1. In such event, Lessor shall reimburse Lessee for Lessee's actual cost for any Improvement constructed by Lessee on such parcel. However, Lessor shall have no obligation to reimburse Lessee for any such costs if, at the time of the request by Lessor to re- convey the parcel, Lessee is not using the parcel for a purpose authorized by this Lease. 1.2. Termination bv Lessee. Notwithstanding any other provision contained herein, Lessee shall be relieved from all obligations under this Lease in the event it is unable prior to December 31, 2009, with reasonable efforts, to raise the funds required for its performance of said obligations. In such event, Lessee shall notify Lessor in writing of the termination of the Lease and upon payment to Lessor of demolition costs incurred by Lessor but not to exceed $300,000 and all other direct costs incurred by Lessor related to this Agreement or the Demised Premises, Lessee shall not be liable to Lessor for any amount related to its failure or inability to perform. Further, Lessee shall not be required to perform any future obligations hereunder. For purposes of this paragraph, direct costs shall not include the value of any internal costs incurred by Lessor, including, but not limited to, staff time and administrative costs. 1.3 Termination bv Lessee. 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 2.1 Rent. Lessee shall pay Lessor (in addition to taxes, assessments, and other charges required to be paid under this Lease by Lessee) rent for the Demised Premises of One Dollar per year. ARTICLE III REQUIRED MINIMUM IMPROVEMENTS; TITLE TO IMPROVEMENTS AND TRADE FIXTURES 3.1 Reauired Minimum Improvements. Lessee hereby agrees to the Plan for the Development of the Demised Premises, including but not limited to the construction of the Reauired Minimum Improvements included therein, as shown on Exhibit B attached hereto and made a part of this Lease. 3.2 Plans for Construction of Minimum Improvements. Plans and specifications with respect to the development of the Demised Premises and the construction of Minimum Improvements thereon ("Construction Plans") shall be in 2 conformity with this Agreement, and all applicable state and local laws and regulations. Prior to such development or construction, Lessee shall submit to Lessor, for approval by Lessor, plans, drawings, specifications, and related documents with respect to the development or Minimum Improvements to be constructed by Lessee. All work with respect to the development or Mimimum Improvements shall be in substantial conformity with the Construction Plans approved by Lessor. 3.4 Timina of Improvements. Lessor hereby agrees that construction of Minimum Improvements on the Demised Premises shall be commenced within twenty- seven (27) months after the commencement of this Lease, and shall be substantially completed within forty-eight (48) months after such date. The time frames for the performance of these obligations shall be suspended for any delays caused by acts of God including, but not limited to, extreme weather conditions and/or other natural causes, casualty, labor problems (including, but not limited to, strikes, walk-outs, picketings, boycotts and shutdowns), governmental restriction upon the availability or use of labor or materials, or, insurrection, embargoes, or extraordinary delays in providing necessary consents or approvals. The time for performance of such obligations shall be extended only for the period of the enforced delay. 3.5 Certificate of Completion. Promptly upon completion of Minimum Improvements in accordance with those provisions of this Lease relating solely to the obligations of Lessor to construct Minimum Improvements (including the dates for beginning and completion thereof), Lessor shall furnish Lessee with an appropriate instrument so certifying. Such certification ("Certificate of Completion") shall be in recordable form and shall be a conclusive determination of the satisfaction and termination of the agreements and covenants in this Lease with respect to the obligations of Lessee to construct Minimum Improvements. 3.6 Trade Fixtures. For the purposes of this Lease, "Trade Fixtures" shall mean all of Lessee's personal property located on the Demised Premises used in Lessee's business. Title to Lessee's trade fixtures (the "Trade Fixtures") are and 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 either during the term of this Lease, or thereafter (except as hereinafter provided). Lessor acknowledges and agrees that Lessee shall have the right to encumber, sell, or hypothecate Lessee's Trade Fixtures, to remove them from the Demised Premises, or to otherwise deal with all or any portion of such Lessee's Trade Fixtures, at Lessee's sole discretion. Provided, further, that upon ten (10) days' prior written notice to Lessor, Lessor shall prepare and deliver to Lessee a certificate in recordable form stating that Lessor has no interest or right in or to Lessee's Trade Fixtures, as well as any other or further document which Lessee may reasonably request from Lessor. 3 3.7 Title to Improvements. On delivery of possession of the Demised Premises to Lessee, Lessee shall be entitled to construct on the Demised Premises all structures, buildings or other improvements, including the Minimum 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 unreasonable for Lessor to withhold such consent if such design, appearance and quality are generally compatible with other such buildings in the area. All improvements presently on the Demised Premises and all Improvements hereafter constructed on the Demised Premises are and shall be the property of Lessee during the continuance of the term of this Lease and no longer. Upon any termination of this Lease, by reason of any cause whatsoever, if the Improvements or any part thereof shall then be on the Demised Premises, all of Lessee's right, title, and interest therein shall cease and terminate, and title to the Improvements shall vest in Lessor, and the Improvements or the part thereof then within the Demised Premises shall be surrendered by Lessee to Lessor. No further deed or other instrument shall be necessary to confirm the vesting in Lessor of title to the 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 Improvements has expired, and that title to the Improvements has vested in Lessor. ARTICLE IV ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST 4.1 Lessee's riaht to encumber leasehold interest. Lessee shall not encumber by mortgage, deed of trust, or other proper instrument, its leasehold interest and estate in the Demised Premises, or any Improvements on the Demised Premises, as security for any indebtedness of Lessee, without the prior written consent of Lessor in Lessor's sole discretion. Lessee expressly acknowledges that Lessor has no obligation whatsoever to approve any such encumbrance. 4.2 Notice to holder of encumbrance: riaht of holder to cure Lessee's default. If Lessee shall as provided in Par. 4.1 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 4 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 Real Estate Taxes. 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 Other Taxes and Charaes. 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 Timelv Payment. 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 Income Taxes. 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 Riaht to Contest Taxes. Lessee shall at all times have the right to contest in good faith, in any proper proceedings, in the name of Lessor if necessary, the payment or satisfaction of any such taxes, assessments, rates, charges or levies so agreed to be paid by Lessee, if the validity thereof, or the right to assess or levy the same against or collect the same from said Demised Premises or improvements, shall be disputed. Upon the conclusion of any such suit or proceedings, or not less than three (3) months prior to the date when the right to redeem therefrom expires, whichever will be the earlier, Lessee will promptly pay and satisfy such disputed tax, assessment or other charge as finally determined, together with all expenses, costs and attorneys' fees whatsoever incurred in connection therewith. 5 ARTICLE VI REPAIRS 6.1 Repairs. 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 Compliance with Law. 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 Waste. 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 8.1 Alterations. 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 it writing by Lessor and Lessee. ARTICLE IX USE OF DEMISED PREMISES 9.1 Use of Demised Premises. The Demised Premises shall be used only for the purpose of Lessee creating and operating an expansion of the National Mississippi River Museum & Aquarium including a new museum which would be a compliment to 6 the existing National Mississippi River Museum & Aquarium and for such other purposes as described in the Proposal for a Development Agreement Leading to a Lease between the City of Dubuque and the Dubuque County Historical Society For Adaptive Reuse of the Adams Company Building and Site dated October 2005. Lessee's failure to use the Demised Premises for a purpose authorized by this Lease for any consecutive twelve-month period shall constitute an act of default. 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 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 Insurance Reauired. Lessee shall 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 including mechanical breakdown from time to time included in the special perils form, under the standard building and contents form or a builder's risk form, in an amount subject to the approval of Lessor and equal to not less than 100% of the cost of the replacement of the Demised Premises and the Improvements, (exclusive of the costs of excavation, foundations, and footings below the lowest floor). Upon completion of the Improvements, Lessee shall procure permanent insurance subject to Lessor's approval at 100% of the cost of the replacement of the Demised Premises and the Improvements on a special perils form under a standard building and contents policy. Lessee shall obtain an agreed amount endorsement on all such policies. B. Insurance as set forth in the Lessor's standard Insurance Schedule for Lessees of City Property, as such uniform, standardized schedule may from time to time be amended. The current Insurance Schedule is attached to this Lease Agreement as Insurance Schedule A. Lessor shall provide written notice of any amendment to the Insurance Schedule not less than sixty days prior to the effective date of such amendment. If within such sixty-day period, Lessee provides to Lessor a written objection to such amendment, Lessor and Lessee shall first attempt to mutually agree upon the terms of such amendment. If Lessor and Lessee are unable to mutually agree upon the terms of such amendment within thirty days after the date of Lessee's objection, Lessor and Lessee shall each designate an insurance representative and the two insurance representatives shall mutually agree upon a third insurance representative. The three insurance representatives shall then determine whether the terms of the amendment to the Insurance Schedule are commercially reasonable. If the insurance representatives determine that the terms of the amendment are commercially reasonable, the amendment to the Insurance Schedule shall take effect. In the event 7 the insurance representatives determine the terms of the amendment are not commercially reasonable, the amendment to the Insurance Schedule shall not take effect. 10.2 Qualified Company. Such insurance as required in paragraph A shall be written with companies legally qualified to write such insurance in the State of Iowa and such insurance shall name Lessee as the named insured and shall included Lessor as an insured as titleholder and loss payee of the Demised Premises. 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. 10.3 Deliverv of Policies or Certificates. Lessee shall deliver to Lessor at the time of 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 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 Release and Waiver of Recoverv. 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. 8 10.5 Notice of Damaae; ReDairs. Lessee agrees to notify Lessor immediately in the case of damage exceeding $500,000.00 in amount to, or destruction of, Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance ("Net Proceeds"), shall be paid directly to Lessee as its interests may appear. Lessee shall 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 will 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 Improvements (as its interests may appear). Lessee shall complete the repair, reconstruction and restoration of the Improvements whether or not the Net Proceeds of insurance received by Lessee for such purposes are sufficient. ARTICLE XI LESSOR'S WARRANTIES AND REPRESENTATIONS 11.1 Lessor's ReDresentation 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. 11.2 Prior Hazardous Substances. Lessor covenants and agrees that Lessee shall have no responsibility for or liability arising from any Hazardous Substance which was in, on or about the Demised Premises prior to the commencement date of this Lease ("Prior Hazardous Substances") or which leach or migrate upon the Demised Premises from any property owned by Lessor or their affiliates ("Lessor Hazardous Substances"). 11.3 Hazardous Substances. For purposes of this Lease, "Hazardous Substance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local government, the State of Iowa or the United States Government. It includes, without limitation, any material or substance that is (i) defined as a "hazardous substance" or "hazardous waste" under Chapter 4558, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. 91321), (v) defined as a "hazardous waste pursuant to 91004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 96901 et seq., (vi) defined as a "hazardous substance" pursuant to 9101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.C. 99601 et seq., or (vii) 9 defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. 96991 et seq. ARTICLE XII LESSEE'S WARRANTIES AND REPRESENTATIONS 12.1 Lessee Compliance With Law. A. Lessee shall 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. B. Lessee shall 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. 12.2 Environmental Matters. A. Lessee covenants and agrees that Lessor shall have no responsibility for or liability arising from any release of a Hazardous Substance which is caused by Lessee or its agents or invitees or which occurs during the term of this Lease, unless otherwise specified herein. Notwithstanding any other provision of this Lease, Lessor agrees that Lessee shall not have any responsibility for any Pre-Existing Condition (as defined below) nor shall Lessor seek indemnification from Lessee for any such Pre- Existing Condition. There is a rebuttable presumption that any Hazardous Substances found on the Demised Premises were not deposited by Lessee and are a Pre-Existing Condition. A pre-existing condition ("Pre-Existing Condition") shall be defined as (i) any Hazardous Substances found on the Demised Premises which were not deposited by Lessee or its agents or invitees on the Demised Premises, (ii) any Hazardous Substances on the Demised Premises prior to the Initial Term of this Lease, and (iii) any Hazardous Substances which leach or migrate on to the Demised Premises from any adjoining properties, including properties owned by the Lessor. B. Lessee agrees to provide immediate notice to the Lessor of any claims by any party which arise out of or are related to Pre-Existing Conditions on the Demised Premises. Upon receipt of such notice, to the extent allowed by law, the Lessor agrees to defend, hold harmless and indemnify Lessee for costs and expenses associated with responding to any such claims which arise out of or are directly related to Pre-Existing Conditions on the Demised Premises. Failure of the Lessee to provide notice to Lessor as required hereunder shall nullify the obligation of Lessor to defend, hold harmless and indemnify Lessee. C. Lessee covenants and agrees to promptly notify Lessor of any release of Hazardous Substance in, on or about the Demised Premises of which Lessee has actual knowledge. 10 D. 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 under this Lease. Such response shall include, without limitation, notification to appropriate governmental authorities, as may be required by law. E. Lessee covenants and agrees to not manufacture, treat or dispose of Hazardous Substances at the Demised Premises or knowingly allow the manufacture, treatment, or disposal of Hazardous Substances same on the Demised Premises. F. Lessor has provided Lessee with environmental assessment reports regarding Lessor's knowledge of the condition of the Premises and Lessee agrees to conduct its activities on and about the Premises in a manner so as not to exaccerbate any environmental condition identified in the environmental reports. G. Lessee agrees that prior to the commencement of any excavation, intrusion into, and/or disturbance of the soil or subsurface, hereinafter "Subsurface Activities," of the Demised Premises, Lessee shall notify Lessor in writing of the location and nature of such Subsurface Activity not less than 60 days prior to the commencement of such Subsurface Activity. During the period of 60 days after such notice, Lessor shall have access and authority to conduct, at Lessor's expense, such assessment and/or testing as Lessor deems necessary and appropriate. If, based upon such assessment and/or testing, Lessor determines that the Subsurface Activity at such location would result in the presence, release, discharge, spillage, seepage or filtration of any contamination on, in, over, at or below the Demised Premises, including but not limited to hydrocarbon, chemical, pesticide, toxic, hazardous, soil, groundwater, regulated or other contamination or substances, hereinafter "Contamination," required by any environmental law, statute, order, regulation or ordinance (including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act), hereinafter "Environmental Laws," to be addressed, or interfere with or made more costly any environmental response action on or about the Premises, Lessor shall so notify Lessee and Lessee shall not excavate at such location unless Lessee agrees that it pay all of the costs of any and all necessary and appropriate response to the Contamination. If Lessor determines that the location and nature of any Subsurface Activity, as indicated on a site plan submitted for approval, would result in Contamination required by Environmental Laws to be addressed, Lessor shall have the right to disapprove any Subsurface Activity. H. Lessee agrees and hereby authorizes Lessor and/its agents or contractors access to the Premises to for the purposes of conducting environmental assessments and response activities as may be necessary and/or required by regulatory agencies and/or environmental laws, regulations and orders. ARTICLE XIII INDEMNIFICATION 11 13.1 Release and Indemnification Covenants. A. Lessee releases Lessor and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section, the "Indemnified Parties") from, covenants and agrees that the Indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect on the Leased Premises or in the Improvements. B. Except for any gross negligence, willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Lessee agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (1) any violation of any agreement or condition of this Lease (except with respect to any suit, action, demand or other proceeding brought by Lessor against Lessee based on an alleged breach of any representation, warranty or covenant of Lessor under this Lease and/or to enforce its rights under this Lease), or (2) the acquisition, construction, installation, ownership, and operation of the Improvements, or (3) the condition of the Demised Premises and any hazardous substance or environmental contamination located in or on the Demised Premises, occurring after Lessee takes possession of the Property. C. The Indemnified Parties shall not be liable to Lessee for any damage or injury to the persons or property of Lessee or its officers, agents, servants or employees or any other person who may be on, in or about the Demised Premises or Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. D. All covenants, stipulations, promises, agreements and obligations of Lessor contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of Lessor, and not of any governing body member, officer, agent, servant or employee of Lessor in the individual capacity thereof. E. The provisions of this Section shall survive the termination of this Lease. 13.2 Comoliance with Laws. Lessee shall comply with all laws, rules and regulations relating to its businesses, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, financial or otherwise, of Lessee. ARTICLE XIV CONDEMNATION 12 14.1 Entire Condemnation. If at any time during the term of this Lease all or substantially all of the Demised Premises or the improvements thereon shall be taken in the exercise of the power of eminent domain by any sovereign, municipality, or other public or private authority, then this Lease shall terminate on the date of vesting of title in such taking and any prepaid rent shall be apportioned as of said date. Substantially all of the Demised Premises and the improvements thereon shall be deemed to have been taken if the remaining portion of the Demised Premises shall not be of sufficient size to permit Lessee to operate its business thereon in a manner similar to that prior to such taking. 14.2 Allocation of Award. Any award for such taking of all or substantially all of the Demised Premises shall be paid to the parties hereto in accordance with the following: 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 of the 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. 14.3 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 14.4 Temoorary Takina. 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 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 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. 14.5 Effect of Takina. If any taking renders the construction of the meeting and entertainment center or hotel impossible, any financial penalties set forth in Section 1.3 (regarding the meeting and entertainment center) or Section 24.5 (regarding the hotel) shall not be applicable. ARTICLE XV ASSIGNMENT AND SUBLETTING 15.1 Assianment and SubleUina. This Lease may not be assigned by Lessee. ARTICLE XVI DEFAULT 16.1. Lessor's Riahts 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 one hundred twenty (120) days after written notice from Lessor setting forth the nature of Lessee's, 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. Notwithstanding anything else contained herein, if a default is not susceptible of being cured with diligence within one hundred twenty (120) 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. 16.2. Riahts 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 14 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 (the "Holder") 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 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 having first given the Holder written notice thereof and the Holder having failed to cause the default or cause for termination to be made good or removed within thirty (30) days after receiving written notice of default or cause for termination or within a reasonable time thereafter if it shall have commenced foreclosure or other appropriate proceedings in the nature of foreclosure within such thirty (30) days and is diligently prosecuting such proceedings. In the event that the Lease is terminated due to the Lessee's bankruptcy, insolvency or other proceedings, and in the event the Holder has complied with the terms of this Section 15.2, then Lessor at Holder's option, shall enter into a new lease with Holder or the successful bidder at foreclosure on the same terms as this Lease, for the term then remaining, and specifically preserving all unexercised options. In the event Lessor takes possession of the Demised Premises as specified herein and subsequently sells or leases any portion thereof, Lessee shall be entitled to the proceeds from such sale or lease of the building and its improvements over and above the amount of Lessor's investment in the Demised Premises and any costs associated with such sale but in no event shall the proceeds to Lessee exceed Lessee's investment in the building and its improvement. ARTICLE XVII RIGHT TO CURE OTHER'S DEFAULTS 17.1 Riaht to Cure Other's Defaults. Whenever and as often as a party shall fail or neglect to comply with and perform any term, covenant, condition, or agreement to be complied with or performed by such party hereunder, then, upon thirty (30) days' prior written notice to such defaulting party, the other party, at such other party's option, in addition to all other remedies available to such other party, may perform, or cause to be performed, such work, labor, services, acts, or things, and take such other steps, including entry onto the Demised Premises and the Improvements thereon, as such other party may deem advisable, to comply with and perform any such term, covenant, condition, or agreement which is in default, in which event such defaulting party shall reimburse such other party upon demand, and from time to time, for all costs and expenses suffered or incurred by such other party in so complying with or performing such term, covenant, condition, or agreement. The commencement of any work or the taking of any other steps or performance of any other act by such other party pursuant to the immediately preceding sentence shall not be deemed to obligate such other party 15 to complete the curing of any term, covenant, condition, or agreement which is in default. ARTICLE XVIII QUIET ENJOYMENT 18.1 Quiet Eniovment. 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 XIX WAIVER 19.1 Waiver of Breach. No waiver by Lessor of any breach by Lessee of any term, covenant, condition, or agreement herein and no failure by Lessor to exercise any right or remedy in respect of any breach hereunder, shall constitute a waiver or relinquishment for the future of any such term, covenant, condition, or agreement or of any subsequent breach of any such term, covenant, condition, or agreement, nor bar any right or remedy of Lessor in respect of any such subsequent breach, nor shall the receipt of any rent, or any portion thereof, by Lessor, operate as a waiver of the rights of Lessor to enforce the payment of any other rent then or thereafter in default, or to terminate this Lease, or to recover the Demised Premises, or to invoke any other appropriate remedy which Lessor may select as herein or by law provided. ARTICLE XX SURRENDER 20.1 Surrender of Demised Premises. Lessee shall, on the last day of the term of this Lease or upon any termination of this Lease hereof, surrender and deliver up the Demised Premises, with the Improvements then located thereon into the possession and use of Lessor, without fraud or delay and in good order, condition, and repair, free and clear of all lettings and occupancies, free and clear of all liens and encumbrances other than those existing on the date of this Lease and those, if any, created by Lessor, without (except as otherwise provided herein) any payment or allowance whatever by Lessor on account of or for any buildings and Improvements erected or maintained on the Demised Premises at the time of the surrender, or for the contents thereof or appurtenances thereto. At Lessor's option, Lessor and Lessee shall agree to jointly remove any or all of the Improvements located on the Demised Premises. Provided, however, that Lessee's Trade Fixtures, personal property, and other belongings of Lessee or of any sublessee or other occupant of space in the Demised Premises shall be and remain the property of Lessee, and Lessee shall have thirty days after the expiration of the term of this Lease to remove the same. 16 ARTICLE XXI MEMORANDUM OF LEASE 21.1 Memorandum of Lease. Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Lease in form suitable for recording setting forth the names of the parties hereto and the term of this Lease, identifying the Demised Premises, and also including such other clauses therein as either party may desire, except the amounts of Basic Rent payable hereunder. ARTICLE XXII NOTICES 22.1 Notices. 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 50 W. 13th Street Dubuque, IA 52001 TO LESSEE: Dubuque County Historical Society 350 E. 3rd St. Dubuque,IA 52001 22.2 Chanae of Address. 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 XXIII MISCELLANEOUS 23.1 Time of the Essence. Time is of the essence of this Lease and all of its provisions. 23.2 Governina Law. It is agreed that this Lease shall be governed by, construed, and enforced in accordance with the laws of the State of Iowa. 23.3 Attornev Fees. In the event that any action is filed in relation to this Lease, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 17 23.4 Paraaraph Headinas. 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 ofthe provisions ofthis Lease. 23.5 Modification of Aareemenl Any modification of this Lease or additional obligation assumed by either party in connection with this Lease shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 23.6 Parties Bound. This Lease shall be binding on and shall inure to the benefit of and shall apply to the respective successors and assigns of Lessor and Lessee. All references in this Lease to "Lessor" or "Lessee" shall be deemed to refer to and include successors and assigns of Lessor or Lessee without specific mention of such successors or assigns. 23.7 Force 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. LESSOR: [SEAL] CITY OF DUBUQUE, Roy D. Buol, Mayor Attest: Jeanne F. Schneider, City Clerk LESSEE: DUBUQUE COUNTY HISTORICAL SOCIETY Attest: By: 18 EXHIBIT "A" LEGAL DESCRIPTION OF DEMISED PREMISES Lot 1 in Adams Company's 2nd Addition, in the City of Dubuque, Iowa, according to the recorded Plat thereof 19 Exhibit B Plan for the Development of the Demised Premises I. Required Minimum Improvements 1. RiverMax - A Large Format Film Theater - Minimum cost of $5 million, anticiated cost of $8 million. A large screen theater building will be constructed adjacent to the Adams Company structure to tell the story of the rivers of America and how those rivers and people have shaped America. . The entry provides a place for people to purchase tickets and be oriented to the new center. It includes ticketing/orientation to the site, lobby, coatroom, restrooms, and entry to exhibits, theaters, gift shop, and food service. . A powerful and compelling tribute to the accomplishments of the people of America Rivers with environmental emphasis as well. Current plans are that this theater would use digital technology and be equipped for 3-D films as well. . A rotating schedule of other films on related topics which could be programmed during evenings or as a second showing each day. . Seating capacity - 150 - 250 people 2. Redevelopment of Adams Co. Building suitable for placement of exhibits and to welcome the public inside. Minimum cost $3 million. II. Planned But Not Required Improvements 1. Children's Splash Zone Museum . Interactive play exhibits with educational emphasis will provide a hands-on children's museum with a water theme. . These children's exhibits will provide a place for children to interact with each other and with their families. 2. Rivers to the Sea Galleries . Exhibit space can accommodate 3 or 4 different exhibits that are changeable on a rotating basis. . Guests explore artifacts, inter-actives, images, live animals, flow tables, touch screens, models, mini theaters, and other exhibits. . The National Rivers Hall of Fame exhibits will provide more information about the significant people in American river history who made their history on our rivers. . The rivers of America, their watersheds, their cultural and ecological stories, the people, and their connection to the sea. 20 . Rivers of the World - a changeable gallery which provides a focus on one particular river of the world or several at once. 3. National River Research and Conservation Center . This will be a research center that seeks to reduce nutrient loading, understand sediment flow, and increase understanding of habitat preservation. Some research and conservation efforts will also continue within the confines of National Mississippi River Museum & Aquarium . Collaborating with federal and state agencies, the Museum will continue to work with threatened and endangered animals such as mussels, mud puppies, salamanders, frogs and other species which will conserved to increase their populations . Exhibits will be created to let the public know the research that is underway at the Museum and at related sites 4. Changing Exhibit Galleries a. These galleries will host changing exhibits from other major museums b. The new museum will also create exhibits which will be shared with the 58 museums in the Great River Road network of museums headquartered at Dubuque as well as exhibits for Coastal America Coastal Ecosystem Learning Centers c. These galleries can also host exhibits about rivers of the world. 5. A National Education and Outreach Program for the Mississippi River, the Rivers of America, and Coastal Waters . The museum will be a leader in national awareness of rivers and environment . The museum will collaborate with and be a leader among national and regional river focused organizations, both environmental and commercial 6. Outdoor Areas . An outdoor amphitheater will provide outdoor educational presentations to large groups . The outdoor space will include a shallow water area for safe canoeing, boating, and interactive water experiences II. Development and Construction Schedule A. Work to Date Completed to date by City: Relocating the Adams Company Phase 1 environmental study Phase 2 environmental study 21 Completed to date by Dubuque County Historical Society COST Community meeting Participation on Dubuque initiatives ideas meeting Initial Engineering survey Exhibit Master Plan and concept sketches Narrative themes and research by Museum staff Visual Perspective Drawing Operational Feasibility Study for Museum Research Science Advisory Panel Research and Conservation Work Eco-Tours Feasibility Study Total by Historical Society B. By June 30, 2006 Society: August, 2004 completed completed completed in process completed assembled begun completed $ 798 $24,776 $25,000 $ 4,000 $27,046 $ 3,000 $10,000 $94,620 An architectural and engineering team will be hired by the Society with the sole source of funds being the Society. The Society has permission to investigate the possibility of asbestos within the building, take core samples to examine the floor composition and other examinations as needed for proper study of existing conditions. Funding application submitted to National Science Foundation in range of $2 million ($1.5 million applicable to this project) Funding application submitted to Dubuque Racing Association Futures fund. Fund raising counsel hired to assist with case book and outline feasibility study$10,000 Case Statement drafted/published describing the proiect $ 8,000 Regular contact with Federal Government to explore funding opportunities Regular contact with State Government to explore funding opportunities Hiring, initial work of architectural and engineering team for new museum$10,000 Hiring, initial work of exhibit design team for new museum and program $10,000 22 Plans for partial demolition and remodeling completed bySociety with sole source of City funds being the existing EDA grant with the Society providing the reqired local match and any other needed funds. General Comment: This design work assumes that the following are probable steps for adaptive reuse, subject to the budget outlined below and the recommendations of the architectural and engineering team: Remove gantries, cranes and other equipment, interior offices, except rest rooms and except associated plumbing and electrical. Remove existing roof Install new roof with insulation Smooth out concrete floor Re-c1ad, paint, and/or build out in areas to change exterior appearance Install or repair sprinkler system Stud out interior walls Add electrical as needed Add plumbing as needed Insulate, drywall, paint interior walls Install HVAC Add provision for museum lighting as needed for exhibits. Fund raising feasibility study initiated $25,000 Contact with 25 potential advanced donors Minimum of 4 grants written and submitted Regular contact with Federal Government to explore funding opportunities Regular contact with State Government to explore funding opportunities Schematic design continues for building $70,000 Schematic design continues for exhibits and program, includes script development, artifact selection, etc. $70,000 By City: 23 Demolition completed by City, consistent with review by Society, with sole source of City funds being the existing EDA grant and the match and any other funds provided by Society. Partial reconstruction of roof, siding, floor, and/or other elements - with review by Society and the match and any other funds provided by Society. Total by City(EDA Grant) $300,000 Match by Society $200,000 The EDA contract is closed by City By Society: Schematic Design for exhibits and program underwav includes script development, artifact selection, etc $70,000 $70,000 Schematic design for building underwav Contact with additional 50 potential advanced donors Minimum of 4 grants written and submitted Regular contact with Federal Government to explore funding opportunities Regular contact with State Government to explore funding opportunities Total cumulative expenditures by Society as of June 30, 2006 $637,620 c. By September 30, 2006 By Society; Design Development in progress for building $100,000 Design Development in progress for exhibits and program, includes further scripting, movie treatments, etc $100,000 Follow up contact with 25 potential advanced donors Leadership phase initiated -contact with 50 potential leadership donors 24 Minimum of 4 grants written and submitted Regular contact with Federal Government to explore funding opportunities Regular contact with State Government to explore funding opportunities Total cumulative expenditures by Society by September 30, 2006 $837,620 D. By December 31, 2006 By Society; Design Development for building underwav $100,000 $100,000 Design Development for exhibits and programs underway Leadership phase continues -contact with 50 additional potential leadership donors General fund raising phase developed - team assembled, materials printed $40,000 Minimum of 4 grants written and submitted Regular contact with Federal Government to explore funding opportunities Regular contact with State Government to explore funding opportunities Total cumulative expenditures by Society by December 31,2006 $1,077,620 The next phase is the creation of Construction Documents, which will require an investment by the Society in the range of $600,000. The Society commits to the next $600,000 phase to develop the construction documents and our vision remains a minimum of $20 million investment. But, if the Society and City mutually agree that the project should be phased, then the scope and targeted investment amount for this may be mutually adjusted. Society will launch the most aggressive construction project as it can with funds available. But while we have control over our efforts, we have no control over donors or government agencies that mayor may not give at the level we anticipate. Depending on the funding level, Society commits to targeting a $20 million investment and also commits to full utilization of the site for public access, river research and museum support services. 25 The first element to be constructed will be the RiverMax Theater and the enclosing of the attached Adams Company Building. Simultaneously, the inside of the Adams Company building will be developed with exhibits, river research and conservation and museum support services. E. By March 31, 2007 By Society; Construction documents in progress for building $150,000 $150,000 Construction documents in progress for exhibits and program Leadership phase follow up calls -contact with 50 potential leadership donors General phase launched with mailings, visits Minimum of 4 grants written and submitted Regular contact with Federal Government to explore funding opportunities Regular contact with State Government to explore funding opportunities Total cumulative expenditures by Society as of March 31, 2007 $1,377,620 F. June 30, 2007 By Society; Construction documents completed for building $150,000 $150,000 Construction documents completed for exhibits and program Scripting, exhibit design, movie storyboards completed General phase fund raising completed Minimum of 4 grants written and submitted Regular contact with Federal Government to explore funding opportunities Regular contact with State Government to explore funding opportunities Total cumulative expenditures by Society by June 30, 2007 $1,677,620 26 G. By September 30, 2007 By Society; Project bid Contracts signed $10,000 $10,000 Value engineering Construction begins Fund raising continues at all levels for next phase Total cumulative expenditures by Society by September 30, 2007 $1,697,620 H. By December 30, 2007 Begin construction. Fund Raising by Society Federal fund raising continues State fundraising continues By March 31, 2008 By Society Under ground utility tie in, excavation, deep foundations, concrete foundations, backfilling and compaction. Fund Raising by Society Federal fund raising continues State fundraising continues By June 30, 2008 By Society 27 Theater superstructure includes: structural steel columns, beams, trusses, concrete & block walls, canopies, entrance. Fund Raising by Society Federal fund raising continues State fund raising continues By September 30, 2008 Adams Co. exterior finishes & enclosure; siding, trim, entries & exits, glazing. Fund Raising by Society Federal fund raising continues State fund raising continues By December 31, 2008 Theater enclosure; roofing, siding, windows, doors, glazing, entries & exits. Fund Raising by Society Federal fund raising continues State fundraising continues By March 31, 2009 Interior build out of both buildings; elevators, walls, offices, plaster. Fund Raising by Society Federal fund raising continues State fundraising continues By June 30, 2009 By Society Commercial/institutional equipment; kitchen & food services, theater equipment, water pumping & filtration equipment. 28 Fund Raising by Society Lobby furnishings, retail and food service materials, furnishings, fixtures, marketing, signage, start up By September 30, 2009 By Society Finishes & substantial completion; painting, flooring, ceilings, bathrooms, furniture. Project completion checklists Final construction billings Furnishings, fixtures, start up costs By December 31, 2009 By Society Perimeter landscaping. Start up staffing costs Two additional films and marketing The Society will committ to $8 million construction by 12/31/09 to construct a large format theater ($5 million minimum) and refurbish and preapre for exhibits at the Adams Company ($3 million minimum). INSURANCE SCHEDULE A INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A or better in the current A.M. Best Rating Guide. 29 2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of cancellation to the City of Dubuque, except for 10 day notice for non- payment, if cancellation is prior to the expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. Lessee shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such certificates shall include copies of the following policy endorsements: a) Commercial General Liability policy is primary and non-contributing. b) Commercial General Liability additional insured endorsement. c) Governmental Immunity Endorsements. 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. Lessee shall be required to carry the following minimum coveragellimits or greater if required by law or other legal agreement: a) COMMERCIAL GENERAL LIABILITY General Aggregate Limit Products-Completed Operations Aggregate Limit Personal and Advertising Injury Limit Each Occurrence Limit Fire Damage Limit (anyone occurrence) Medical Payments $2,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 $ 5,000 This coverage shall be written on an occurrence, not a claims made form. Form CG 25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included. All deviations or exclusions from the standard ISO commercial general liability form CG 0001, or Business Owners form BP 0002, shall be clearly identified. 30 INSURANCE SCHEDULE A (Continued) INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE Governmental Immunity Endorsement identical or equivalent to form attached. Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers shall be named as an additional insured on General Liability Policies using ISO endorsement CG 20 26 0704 "Additional Insured - Designated Person or Organization," or it's equivalent. - See Specimen b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident Each Employee - Disease Policy Limit - Disease $100,000 $100,000 $500,000 c) UMBRELLA EXCESS LIABILITY LIQUOR OR DRAM SHOP LIABILITY Coverage to be determined on a case by case basis by Finance Director. Completion Checklist D Certificate of Liability Insurance (2 pages) D Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) D Additional Insured 2026 07 04 D Governmental Immunities Endorsement 31 Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages) 34 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coveraae. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non-Denial of Coveraae. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Chanae in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 37