Ham House Lease Historical Society_Initiate
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MEMORANDUM
April 25, 2006
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Renew Lease for the Ham House with the Dubuque County Historical
Society
The City entered into a twenty-five year lease for the Ham House with the Dubuque
County Historical Society on May 8, 1981, that will expire on May 31,2006. Leisure
Services Manager Gil Spence recommends that a public hearing be set for May 15,
2006 for the City Council to consider entering into another twenty-five year lease similar
to the original one:
. 25 year term, expiring May 31 , 2031 ;
. City maintains the exterior of the structure and the grounds;
. Society maintains the interior for maintenance and repairs, including heating and
cooling systems; and
. Lease rate is $1.00 per year.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Michael C. Van Milligen '
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Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Gil D. Spence, Leisure Services Manager
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MEMORANDUM
April 25, 2006
TO: Michael C. Van Milligen, City Manager
FROM: Gil D. Spence, Leisure Services Managert'
SUBJECT: Renew Lease for the Ham House with
the Dubuque County Historical Society
INTRODUCTION
The purpose of this memorandum is to request that the City Council set a public hearing
for May 15, 2006 to consider a new lease for the Ham House with the Dubuque County
Historical Society.
DISCUSSION
The City entered into a twenty-five year lease for the Ham House with the Dubuque
County Historical Society on May 8, 1981 that will expire on May 31, 2006. The society
is requesting a new twenty-five year lease.
The new lease is similar to the original one:
. 25 year term, expiring May 31,2031
· City maintains the exterior of the structure and the grounds
· Society maintains the interior for maintenance and repairs, including heating and
cooling systems
. Lease rate is $1.00 per year
ACTION STEP
The action requested is that the City Council set a public hearing on May 15, 2006 to
consider a new lease for the Ham House with the Dubuque County Historical Society.
GDS:et
attachment
Preparer: Gil D. Soence
Address: 2200 Bunker Hill Road
Phone: 589-4263
RESOLUTION NO. 174-06
FIXING DATE OF PUBLIC HEARING ON LEASE AGREEMENT
WHEREAS, the City Council of the City of Dubuque, Iowa has given its
preliminary approval on the proposed Lease Agreement for the Ham House with the
Dubuque County Historical Society.
NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA, that on the 15th day of May, 2006, a public hearing will be
held at 6:30 p.m. in the Public Library Auditorium, at which time interested persons may
appear and be heard for or against the proposed Lease Agreement, and the City Clerk
be and is hereby directed to cause a notice of time and place of such hearing to be
published in a newspaper having general circulation in the City of Dubuque, Iowa, which
notice shall be not less than four days nor more than twenty days prior to the day fixed
for its consideration.
Passed, approved and adopted this 1st day of May, 2006.
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider, City Clerk
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AGREEMENT
THIS LEASE AGREEMENT (the "Lease") dated for reference purposes the
day of , 2006, between the CITY OF DUBUQUE, IOWA, a
municipal corporation (Lessor) and DUBUQUE COUNTY HISTORICAL SOCIETY, and
Iowa nonprofit corporation (Lessee).
ARTICLE I
DEMISE AND TERM
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 commonly referred to as the "Ham House" located at 2241 Lincoln Avenue
Dubuque, Iowa, legally described in Exhibit A, attached hereto, 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 of twenty-five (25)
years commencing on , 2006 and terminating at 11 :59 p.m. on
, 2031, subject to all of the terms, covenants, conditions and
agreements contained herein.
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 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.
3.2 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 as agreed upon in
writing by the Lessor and Lessee (the "Improvements"). Lessor covenants and
agrees to keep and maintain the exterior of the leased premises incuding
windows on the principle structure (Ham House). Lessee covenants and agrees
to keep and maintain the interior of the leased premises in good repair and any
improvements to the interior thereof shall be made at the Lessee's expense.
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. Lessor agrees to provide all
permits, variances and approvals reasonably required to develop and construct
the proposed meeting and entertainment center on the Demised Premises, as
set forth in Article I of the Lease. 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.
3.3 Signage. Lessee may install up to two sign up to 32 square feet
per sign, not to exceed 10 feet in height and sign cannot encroach on public row
or block visibility triangle at access drives.. All proposed signage must be
reviewed and approved by the City Manager prior to obtaining a obtaining a sign
permit,
ARTICLE IV
ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST
4.1 Lessee's right 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. The execution of any
mortgage, deed of trust or other instrument, or the foreclosure of any mortgage, or deed
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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.
4.2 Notice to holder of encumbrance: right 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.
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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 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.
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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 it 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 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).
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.
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
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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 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
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.
ARTICLE XI
lESSOR'S WARRANTIES AND REPRESENTATIONS
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.
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11.2 Lessor covenants and agrees that Lessee shall have no responsibility for or
liability arising from any Hazardous Substance which was in, on or about the Demised
Premises prior to the commencement date of this Lease ("Prior Hazardous
Substances") or which leach or migrate upon the Demised Premises from any property
owned by Lessor or their affiliates ("Lessor Hazardous Substances").
For the purposes of this Lease, "Hazardous Substance" or "Hazardous
Substances" means any hazardous or toxic substance, material or waste which is or
becomes regulated by any local government, the State of Iowa or the United States
Government. It includes, without limitation, any material or substance that is (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. ~1321), (v) defined as a "hazardous waste pursuant to ~1004 of the Federal
Resource Conservation and Recovery Act, 42 U.S.C. ~6901 et seq., (vi) defined as a
"hazardous substance" pursuant to ~1 01 of the Comprehensive Environmental
Response, Compensation and Liability Act, U.S.C. ~9601 et seq., or (vii) defined as a
"regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation
of Underground Storage Tanks), 42 U.S.C. ~6991 et seq.
ARTICLE XII
INDEMNIFICATION
12.1 Indemnification of Lessor. Lessee shall protect, indemnify, and save
harmless Lessor from and against all liabilities, obligations, claims, damages, penalties,
causes of action, costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) imposed upon or incurred by or asserted against Lessor
by reason of (a) any accident, injury to, or death of persons or loss of or damage to
property occurring on or about the Demised Premises during the term of this Lease and
resulting from any act or omission of Lessee or anyone claiming by, through, or under
Lessee during the term of the Lease; and (b) any failure on the part of Lessee to
perform or comply with any of the terms of this Lease. In case any action, suit, or
proceeding is brought against Lessor by reason of such occurrence, Lessee will, at
Lessee's expense, resist and defend such action, suit, or proceeding, or cause the
same to be resisted and defended by counsel approved by Lessor.
ARTICLE XIII
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.
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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 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.
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 Temporary Takina.lf 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
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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.
13.5 Effect of TakinQ. 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 XIV
ASSIGNMENT AND SUBLETTING
14.1 Lessee shall not assign or transfer this Lease or sublease the whole or any
part of the Demised Premises without the prior written consent of Lessor.
ARTICLE XV
DEFAULT
15.1. lessor's RiQhts 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. RiQhts 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
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good or remove the default or cause for termination of the Lease. All right of Lessor to
terminate this Lease on the failure or neglect of Lessee to observe, keep, and perform
the covenants, terms, and conditions of this Lease, is, and shall continue to be, at all
times prior to payment in full of the indebtedness to the Holder of Lessee, subject to,
and conditioned on, Lessor's having first given the Holder written notice thereof and the
Holder having failed to cause the default or cause for termination to be made good or
removed within thirty (30) days after receiving written notice of default or cause for
termination or within a reasonable time thereafter if it shall have commenced
foreclosure or other appropriate proceedings in the nature of foreclosure within such
thirty (30) days and is diligently prosecuting such proceedings. In the event that the
Lease is terminated due to the Lessee's bankruptcy, insolvency or other proceedings,
and in the event the Holder has complied with the terms of this Section 15.2, then
Lessor at Holder's option, shall enter into a new lease with Holder or the successful
bidder at foreclosure on the same terms as this Lease, for the term then remaining, and
specifically preserving all unexercised options.
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 agreement. The commencement of any work or the taking of any other
steps or performance of any other act by such other party pursuant to the immediately
preceding sentence shall not be deemed to obligate such other party to complete the
curing of any term, covenant, condition, or agreement which is in default.
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
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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 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, 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 alllettings 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 a reasonable time after the expiration of the term of
this Lease to remove the same.
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, except the amounts of
Basic Rent payable hereunder.
ARTICLE XXI
NOTICES
11
.
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
212. 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. Governing Law. It is agreed that this Lease shall be governed by,
construed, and enforced in accordance with the laws of the State of Iowa.
22.3. Attorney Fees. In the event that any action is filed in relation to this
Lease, the unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for the
successful party's attorney fees.
22.4. Paragraph Headings. The titles to the paragraphs of this Lease are
solely for the convenience of the parties and shall not be used to explain, modify,
simplify, or aid in the interpretation of the provisions of this Lease.
22.5. Modification of Agreement. Any modification of this Lease or additional
obligation assumed by either party in connection with this Lease shall be binding only if
evidenced in a writing signed by each party or an authorized representative of each
party.
22.6. 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
12
and include successors and assigns of Lessor or Lessee without specific mention of
such successors or assigns.
22.7 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, IOWA
Attest:
By:
LESSEE:
DUBUQUE COUNTY HISTORICAL SOCIETY
Attest:
By:
13
EXHIBIT "A"
Parcel # 1107251003
Lots 530, 1 of 531, 2 of 531 and 532 all in Hams Addition, in the City of Dubuque
14
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 AM. Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of cancellation to
the City of Dubuque, except for 10 day notice for non-payment, if cancellation is prior to the expiration
date. This endorsement supersedes the standard cancellation statement on the Certificate of
Insurance.
3. 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. shall be required to carry the following minimum coverage/limits or greater
if required by law or other legal agreement:
a) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
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.
15
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
o Certificate of Liability Insurance (2 pages)
o Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
o Additional Insured 20 26 07 04
o Governmental Immunities Endorsement
16
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 Coveraoe. 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
17
POLIGY N(JMnrn
COMMa:K:JM.. GENERAL UASlLlTY
CG 20 26 07 04
THIS ENDORSEMENT CHANGES THE POLICY. Pl.EASE READ IT CAREFUL-I. y,
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
1 tilS f:1'tDctsement mo:::lif'$ insurance ~t:vic'9d UflU~1 the :~
COMMLIiCI~l GENERAl Ul;BlUTY COVERAGE PART
SCHEDULE
Name Of .dditic!!~I.lR5ured ?f8Oft(S) Or Qrvantzation(s)
The C'i:.y of nubuQue~ fncludin!j t111 it':: el<e.:tf.rt o'lrd apTioint.f:d
of:'"icialst all i:~ enplo.1et"~ dntl \'(;llmt.e~r~~ ,')11 r::s. flna~'a!'.~
(:OMlssions end/or autr.oritH:s und t"tetr ~:.larc 1!f?mt~f"!;,
em~lr.yecs ~nd vclunte~rs.
I
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U~rm!l;IJ:G!\ fCC'JIfI'1d 10 (;('rp~ 'this ~he:lY~;,,~.~tshownabovc. .,trll M $'QWn,ir1~~~!!l:ior6
SecliWI n - Who 1& A1l in~rod ~ n:nv:rded 1c jn,
clucir!!-al!. sn gddrtione: iMUlCtl th>;: p~:;.o"':~; u, t'nfFUl;
zrlion(t(lshO'Nfi io ttm ScheQrJ1c-, bltt only..rr r~PK~
~ l.~ity for "hn"lliy inJui"'l', "pn::oe1y ciam~" Of
"personal s'\d cct.,'art5itg injUrV' causee, i.1 ",h('~ or
in;:mrt, by y,JUf ift,;lt; or ornl$~ t;f tM acts. or orru,~
liWr\S 01 fil:)se ,t>::tmg on your behalf:
kin thft performance ot your O~C41"!f:1 coer!\H(lf'.~. Ct
B. ttl romedic'l witt'! '/Our ~iH'. Q\1lIMd try ()l'
mnlt!dlr.>;rru'
,~PEC'tl~:
("~)(l'';n7n.t
~~ ISO Prooer.iu.. loc.. 2!JfJ4
PaQE'10f1
18
o
ACORQ, CERTIFICATE OF LIABILITY INSURANCE
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I' THIS CERTlFICA..TE....ISISSUED A5 ^ JMTlf'R Of fHf>ONMAltON
mil.. Y ANO CQNfOERS NO RtGJ..lT$ UPON THE CERTlfICATf
HOLDeR. THIS CEftflf'ICAtt:uot:S NOI AMt::HO,EXTFND OR
At TER THE C9~~~G:: AFFORDED BY THE POUCtES BaOW
i fN!WRtRt, ArrORDtNG COVfRACE ; NAIe fi
1II::.J<l"'P. Insurance (~ Ii
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NERAL LI.\llIt:m' AOCIlfGllTt LIMIt SK4;..L BE INCLIJOO), C~NIAI J1llJWNlI!" """,_Nt IS IHClUllED.
LL POLICIES SllUL BC CN:lOIl51n'n """"IDE 30 IlAY _AN([ NOTICE Of CANCHI<11QN 10 cr. OF DUBUQUE
CII' (lI DUIlUt)JE
CITY llALt
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G:\j,.CORD CORPORATION 111U
19
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IMPORTANT
(laIC cxttif'Cill;? t\i)l()!!r If. an AO01 1 'ONAl.. /N:::H;KlO 11~ Voliqf.t:si llUS! b>: t:t,l!\r-.l, A.:.ldI.t!lnlrHI
1.111 1hi1i. t;~ltllcaW'c:>es OCt conter ~1\tl; to Ule oc'1tifil:illt; hubftor ill ilffi I ur W;Jlj, tlIIltIWWl:ellmtit{lO).
If SUBROGATION IS ':.'Arvel), w~ tlJV~ telf'l~ t;flWCUlIUitiCllSd n,,~pd;(:f< US"W:ll, pofici% may
IlJQ..PW fll t!nO()r$err~nt ;:. mfemerrt on 1hl!> U,lrtift(;.eh; W-JIjr, nllll;HJllt!< 1i9lu'!\ he Ih", ~:mlih>.Mti!
holw., Ifllit:t.. Or $ur:~ entlf:.f!lp.mP'1f:s"
DISCLAIMER
I tro Gerifir..UU': of ift$\p'fUl1tj OH ttlJiI ff'1~ nit 01 tns bttudor.:t,. f!t;X W"41t.ltUtt;., (lV'l1.tW ld'A"1:ft'11
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..coRD 2e. [2001t'OeJ
SPECIMEN
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20
.
FOllCY I.lU'lABCn
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY,
COMMERCIAL GENeRAl.. -LIABILITY
CG ZS 04 03$1
DESIGNATED LOCA T10N(S)
GENERAL AGGREGATE LIMIT
SPECIMEN
Thfil criOOI~ mcdife tr1U1f'N\rC';P. provir!M ltn<f0t Uw fcik.wing'
C0MfI.1ERCIAL GENERAL UIdHll-y.y COVF~AGE PART
SCHEDULE
r~ Locatmn(8) ,
{Ii JIDCf,;b; appg~ ab:we. irbmaticn reQUlfetd to comp,ete tills enotr!wHnAni .~I t:~ tl.h(JWrI in 'tII, Oi'cI&'3tiol"!s
1!t& ~opteat>>e 1O?'t:S ehCorunefrt.i
A l-orDll :.om~ wh,ch !he IMU'\'l:Cl bftc:t)llWo!ft l~
~bJigaffld h) p;.ty ~ ditmages cauaed by
"nccurW!~" :JndAr ('.()VFRAQ€ A fSECTION
h. and 10- all rr-f!d....! lUtpeniet,; C3l.Itet1 b,o ~'CC~
-,. urnlef COVL.HAGE C (SECTION I), \vh!c1
can be attributed Ollty to OJ:b!ifk>I1~ G:t .. sing'ie
f.i!wgrudi!d "1tX31ioo" sl10Yrl in the SC"!CdI..Fb
_Ie:
1. A ~ ~!g18'Md Location General
Ag9"'98" ,... ~ to each ~lOll.:d
loco:l:tion'. and flat irnIt is f!!QIJA1 to 1tJe
l'Inufqlll of Ult: GenetlJi Aggregate Um 1
aha#n in the OecW;al:ioM
l. TtK ~mm:d ;..ocation C~1'9 Agt'~ate
I find ~ thf!j must ?Ie will ~y fOf the aum of all
Oarrtlg4s unOi.tr ct'Y.J01AGr: A. ClCCC;'l': dam-
_ _ at 'bodily ""ury' or "ptoportj
~~. i:rICit..ded ir the 'prtlCIU<:'ts.<'OOlpleted
operations 1la;t:.arC", and fot rnadK::al8X~~
u_, CO\IER~GE C r_dlea6 o( ilK "urn.
(octot
ii, '. osurOOli
b. C!ilims lnad\'!!O:"M;j11$~ lxooy!t, IX
e. Pcrsoo~ (T orgarca'ion~ maNt\{J ctalms
or pn"l9tng 'suns:
3. AflJ' ~ made Ufldcr COVERAGE A
." <lamilt,lCS Of I~ CO\IFAAGE C 101
me::JlQ1J a.pe1set\. Shall r~uoe tre ~
nabi'Ci La::a1i(rl Ge- ~~I A~lIJH:lQOikll Limit ror
Iha: dcaign&t&d 'lOOI5lJ<m" ~n coyrne:nts
~II not ,&jute 1M Cenern: I.,gSteg.'l1e 11m"
~ninttm~~l1Of6wthEty~.
duce .\In, otilEt' ~d Lcc<<~ion Gererni
Aggre~ ttJnit kr 8!'\1 *P.r de$.~
'b::atJ:)n W sl\own in l:f"1e Schedt..te aDove
4. The '1rnif$ shewn in ttle C:-edaraoonti to' Each
OcCUtfOfJOO.. Fire Ctam~ And M~ 1..1'
~ CQt1linue Ii) appt~. '1OM:Wl'_ns~ of
bei>g w>jec11o lho Ger\",..1 AW_I. liM1
$hOW( in 'k., Dwdaratbns-, ,"l~ '!mllS W1t t:I~
j)iJ~..\ 1II1l1t !JPp!it.Wc :)~ ttu"~::lon
G.:lneral Aggfli!9tih'f bfftl\.
21
.
.
B,Ftn wiI W"ws wtK,;l: tll\1 ius-Jlt-d belX;1tlti lagltiy
obligated to .'Y .. dartlllQOO "...... by
'<:ur.utM1Cee' .uncier COVERAGE A:Sfic.:1H.)N
I:L and for a11 f"MOicill <lIlq..MJt~ c...~ hy AO":i~
danlli ...... CO'v'ERAGE C (SECTION r, when
cafUlOt be attribut:eri ontv to operatorG al $I sir>
glo ~ 10Cll1,c,f shown In me Schedule
"""",,,
1. ^"V fl"INT""'" """'" unde, COvEAAGE A
lor ~ 0' .,"<!eo COVERAGE C 'or
IttedlO.a expenses ,hall ;eduCE the Bl'TC(lm
a\'U8t:M& UI'faI!{ lha Gttt'..,Ui1 Aggregate Limn
Of the Pt:xiu(;b,C~'iplelt::<J ~lilboM .Ag-
Gtegttte U-fld:whiW~( ia appll::aolc; end
Z. :>,,<:1> paymer,. anall _ A!du;e llfly oe.lpoatOO
t~ Gt::rn:rill.AwugiJt~ until
C, 'Nhen CO\letege fur Il~illl)' ~Il$ing Ol..: d tM
~ptodl;<::1t. comp~ Op&t'l:tione h3.%3n1' liE pr~
vieact 3f'l'/ paymtnti tot dI.magm. OOf:IHI$t' of
'bodi)' lI'tjury~ Of'PICp(!(ty uamaae" ncluded in
tll@ "PfccU"'..<<;.-comotetec ooemtions ha:mt"f' ~J'm
redIlCe Ille Pto:luc1l<-Ccmpil!1lld ap.,a1.... Ag.
gregate Limil. ii:':\U t10t rOCft.jro tne Ge1eral N;}'
gregate Lm\tl nor 11'le l>e:stgna;e::1 UX:8ftm (,;e.....
eral Aggreg~ Limit
D, Fa, the "",poses of tll1, _I :lie Deli.
flittOM ~Jon IS mnent1Ad by m IId::iitiOn of
tt"e teHDNing ~tli01l:
>Looation" mt:an$ prC""'lJ&eS zwo;v ng tne sa1M'
ar ccnnectH\g lQt$, Of premi!p.;' ~ connet:>
tton 1$ inte-ru:JIIeC 001'( tv it s:rau: ro~'_)', \rd'
1etway ~r rigH<f..way of a mill'QlIO
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SPECIMEN
22