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Dubuque Racing Association and Iowa Greyhound Association Lease 5th Amendment Copyright 2014 City of Dubuque Action Items # 2. ITEM TITLE: Dubuque Racing Association and Iowa Greyhound Association Lease Agreement and Public Hearing SUMMARY: City Attorney recommending adoption of the resolution approving the Fifth Amendment to the Amended and Restated Lease Agreement between Dubuque Racing Association and the City and approving the Consent to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association; and further recommending that the City Council adopt the Resolution of Intent to Dispose of a portion of the greyhound racing facility by lease with Iowa Greyhound Association, setting a public hearing on the lease for November 17, 2014. The DRA-IGA Sublease document will be distributed at the meeting. RESOLUTION Approving the Fifth Amendment to Amended and Restated Lease Agreement between the Dubuque Racing Association and the City of Dubuque and approving the Consent to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association RESOLUTION Intent to dispose of an interest in real property by Lease with Iowa Greyhound Association SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type ❑ Staff Memo Staff Memo ❑ Resolution Approving 5th Amendment and Sublease Resolutions ❑ 5th Amendment to Amended& Restated City-DRA Lease Supporting Documentation ❑ Resolution of Intent to Dispose Real Estate Resolutions ❑ City-Iowa Greyhound Lease Agreement Supporting Documentation THE CITY OF DUB ` E MEMORANDUM Masterpiece on the Mississippi BARRY LIND CITY ATTOR To: DATE: RE: Kevin: Kevi , Firnstahl City le k December 4, 2014 Dubuque Racing Association — Iowa Greyhound Association Attached are the following original documents for your file: 1. Fifth Amendment to Amended and Restated Lease Agreement, dated November 3, 2014; 2. Sublease Agreement between Dubuque Racing Association and Iowa Greyhound Association, dated October 29, 2014; 3. Lease Agreement between the City and Iowa Greyhound Association, dated November 17, 2014. I will retain a copy in my file. Thank you. BAL:tls Attachment F:\USERS\tsteckle\Lindahl\Iowa Greyhound Lease Agreement\Firnstahl_OriginalExecutedDocs_120414.doc OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org THE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi BARRY LINDAHL CITY ATTORNEY To: Kevin Firnstahl City Clerk DATE: November 14, 2014 RE: Sublease Between the Dubuque Racing Association (DRA) and the Iowa Greyhound Association (IGA) Kevin: At its November 3, 2014 meeting, the City Council approved Resolution no. 351-14, a copy of which is attached, approving the Fifth Amendment to the Amended and Restated Lease Agreement between the DRA and the City. The resolution also approved. the Consent to the draft of the Sublease between the DRA and the IGA, and authorized the City Manager and the City Attorney to review and approve any non - substantial revisions to the final form of the Sublease. Attached is the original Sublease Agreement Between Dubuque Racing Association, Ltd., as Sublessor, and Iowa Greyhound Association, as Lessee, executed by both the Iowa Greyhound Association and the Dubuque Racing Association. I have reviewed and approve the Sublease. I would appreciate it if you and the Mayor would sign the City of Dubuque Consent to Sublease, where indicated, and return the original to me. BAL:tls Attachment F:\USERS\tsteckle\Lindahl\Iowa Greyhound Lease Agreement\Firnstahl_OriginalDRA-IGASublease_111414.doc OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org HE CITY OF DUB E MEMORANDUM Masterpiece on the Mississippi BARRY LINDAHL CITY ATTORNEY To: Mayor Roy D. Buol and Members of the City Council DATE: October 30, 2014 RE: Greyhound Park & Mystique Casino • City of Dubuque — Dubuque Racing Association Amended and Restated Lease Agreement • City of Dubuque — Iowa Greyhound Association Lease And • Dubuque Racing Association — Iowa Greyhound Association Sublease The City of Dubuque (City) leases Dubuque Greyhound Park & Mystique Casino to the Dubuque Racing Association (DRA) pursuant to the Amended and Restated Lease Agreement (City-DRA Lease). During the last legislative session, the Iowa General Assembly passed legislation, approved by the Governor, which allows DRA to terminate live greyhound racing at Dubuque Greyhound Park. The legislation also requires the City to enter into a lease agreement with Iowa Greyhound Association (IGA) to permit IGA to conduct pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races at the Greyhound Park. The requirements of the legislation will be met as follows: A Lease Agreement between the City and IGA (the City-IGA Lease) for the dog racing facilities and a Sublease between DRA and IGA for facilities for the telecast of horse or dog races. Attached is the City-IGA Lease. A part of the greyhound facility is currently leased by the City to DRA. As a result, it is necessary to amend the City-DRA Lease to remove OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563)583-4113/FAX (563)583-1040/EMAIL balesq@cityofdubuque.org from that lease the area to be leased to IGA. That is the subject of the Fifth Amendment to the City-DRA Lease, attached. Because the City-IGA Lease is for more than five (5) years, a public hearing is required by state law. A resolution of intent setting that lease for a public hearing is attached. Because the City-DRA Lease requires City's consent to any sublease by DRA, the resolution approving the amendment to the City-DRA Lease also includes the City's consent to the DRA-IGA Sublease. The Sublease is also attached. The terms of the DRA-IGA Sublease have been reviewed and approved by the City Manager and City Attorney. DRA will continue to be liable to the City under the terms of the City-DRA Lease. The DRA-IGA Sublease is not in final form. The resolution authorizes the City Manager and City Attorney to review and approve any non-substantive revisions to the final form of the Sublease. The City-IGA Lease is essentially the City's standard lease form. The initial term of the lease, as required by the recent legislation, is for a term of five (5) years ending December 31 , 2019, with one (1) option to renew the lease for an additional five (5) years which would end on December 31 , 2024. The initial five (5) year term of the lease is for one dollar ($1 .00), as required by the legislation. The lease renewal would be at fair market rental. IGA is required to conduct a certain number of live races during each year of the term of the lease; in the event it does not conduct the required number of races, the lease will automatically terminate. I recommend that the City Council adopt the resolution approving the Fifth Amendment to the Amended and Restated Lease Agreement between Dubuque Racing Association and the City and approving the Consent to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association. I further recommend that the City Council adopt the resolution of intent to dispose of a portion of the greyhound racing facility by lease with Iowa Greyhound Association, setting a public hearing on the lease for November 17, 2014. BAL:tIs Attachments cc: Michael C. Van Milligen, City Manager Jesus Aviles, General Manager, Mystique Casino F:\USERS\tsteckle\Lindahl\Iowa Greyhound Lease Agreement\MayorCouncil_DRA5thAmendment&IGALeaseAgreement_103014.doc 2 Tracey Stecklein - RE: Revised City DRA IGA documents From: Tori Richter <trichter@americantrust.com> To: "'Barry Lindahl'" <balesq@cityofdubuque.org>, Mike Van Milligen <CtyMgr@... Date: 11/3/2014 8:48 AM Subject: RE: Revised City DRA IGA documents CC: Tracey Stecklein <Tsteckle@cityofdubuque.org> We are O.K. with the changes as presented. Tori Victoria (Tori) Richter Senior Vice President American Trust & Savings Bank 895 Main St. Dubuque, IA 52001 trichter@americantrust.com Office: 563-589-0827 Fax: 563-589-0860 Member FDIC Equal Housing Lender Page 1 of 2 From: Barry Lindahl [mailto:balesq@cityofdubuque.org] Sent: Wednesday, October 29, 2014 3:31 PM To: Tori Richter; Mike Van Milligen; Gus Psihoyos; Jenny Larson; Maurice Jones; Steve Brown; mauro@crawfordlawfirm.com; Jesus.Aviles@dgpc.com; brians@mystiquedbq.com; skrumpe@octhomaslaw.com Cc: Tracey Stecklein Subject: Revised City DRA IGA documents After discussions with Steve and Nick today, I have made some non -substantive changes in the attached documents. These will be on the Nov. 3 City Council agenda. I do not yet have the DRA IGA Sublease. file:///C:/Users/tsteckle/AppData/Local/Temp/XPgrpwise/5457415 CDBQ_DODBQ_PO 10... 11/3/2014 RESOLUTION N0: 351-14 APPROVING THE FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT BETWEEN THE DUBUQUE RACING ASSOCIATION AND THE CITY OF DUBUQUE AND APPROVING THE CONSENT TO THE SUBLEASE BETWEEN THE DUBUQUE RACING ASSOCIATION AND IOWA GREYHOUND ASSOCIATION Whereas, the City of Dubuque (City) and the Dubuque Racing Association, LTD. (Association) are parties to an Amended and Restated Lease Agreement (the Lease Agreement) dated for reference purposes the 31st day of March, 2004, as amended by the First Amendment dated the 4th day of April, 2005, the Second Amendment dated the 29th day of June, 2005, the Third Amendment dated the 2nd day of February, 2009, and the Fourth Amendment dated the 7t11 day of June, 2010; and Whereas, City and Association desire to allow City to enter into a Lease with Iowa Greyhound Association for portions of the Leased Premises in the Amended and Restated Lease Agreement, which requires that such portions be removed from the Leased Premises; and Whereas, City and Association now desire to amend the Lease Agreement as set forth in the attached Fifth Amendment; and Whereas, City and Association desire to allow Association to enter into a Sublease Agreement with the Iowa Greyhound Association for portions of the Leased Premises in the Amended and Restated Lease Agreement which requires the consent of City; and Whereas, the City Council of the City of Dubuque finds that it is in the interests of the City of Dubuque to approve the Fifth Amendment and consent to the Sublease attached hereto. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA AS FOLLOWS: 1. The Fifth Amendment to Amended and Restated Lease Agreement attached hereto is hereby approved. 2. The Mayor is hereby authorized and directed to execute the Fifth Amendment on behalf of the City of Dubuque. 3. The City of Dubuque hereby consents to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association in substantially the form attached hereto. The City Manager and City Attorney are authorized to 102914ba1 review and approve any non -substantial revisions to the final form of the Sublease. 4. The Mayor is hereby authorized and directed to sign the consent to Sublease. Passed, approved and adopted this 3rd day of November, 2014. Attest: . Firnstahl, City Kala A. Braig. Mayor PM Tem F:\USERS\tsteckle\Lindahl\Iowa Greyhound Lease Agreement\Resolution approving DRA 5th Amendment and Sublease_102914.doc 2 Prepared by Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 RESOLUTION NO. 352-14 INTENT TO DISPOSE OF AN INTEREST IN REAL PROPERTY BY LEASE WITH IOWA GREYHOUND ASSOCIATION WHEREAS, the City of Dubuque, Iowa (City) owns certain property shown on Exhibit A attached hereto known as Dubuque Greyhound Park; and WHEREAS, City desires to enter into a Lease Agreement with Iowa Greyhound Association for the property shown on Exhibit A; and WHEREAS, the City Council of the City of Dubuque believes it is in the best interests of the City of Dubuque to approve the Lease Agreement. 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, intends to dispose of the City's interest in the foregoing -described real property pursuant to the Lease Agreement between City and Iowa Greyhound Association, a copy of which is now on file at the Office of the City Clerk, City Hall, 13th and Central Ave., Dubuque, Iowa. Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and a Notice to be published as prescribed by Iowa Code § 364.7 of a public hearing on the City's intent to dispose of the foregoing -described real property, to be held on the 17th day of November, 2014, at 6:30 o'clock p.m. in the City Council Chambers at the Historic Federal Building, 350 W. 6th Street, Dubuque, Iowa Passed, approved and adopted this 3rd day of November, 2014. Karla A. Braig, Mayor Pc6 Tem Attest: ler f 4 4114,10r0/_, Kevi L. S. Firnstahl, City erk 102214baI 1 nma 01 TE Alwr Nv,llb:bTE EXHIBIT A Iowa Greyhound Association Lease Area Map DAGIS EXISTING DRA LEASE BOUNDARY ALONG EXISTING FENCE LINE ALONG EXISTING FENCE LINE POINT Of INGRESS/EGRESS EXIST, HVAC EQUIP. EXCEPTION: EXIST, SHOP BUILDING POINT OF POINT OE INGRESS/EGRESS POINT CO INGRES.VEGRES$ ALONG EXISTING FENCE LINE EXIST. HVAC EQUIP. ALONG EXISTING FENCE a.vn.,, M., ca , .4. MK. i• OMI hl' ALONG EX.., 'N., BUILDING LINE ALONG EXISTING CURB LINE 1 incl: = 150 feet 150 76 0 150 Fee: W S EXIST. GATE - FOINT OF INGRESS/EGRESS ALONG CEN -ER - UNE OF EXISTING DRIVEWAY EXISTING DRA LEASE BOUNDARY LEASE AREA Nap Prepared try CRy of DuouQue Engneem9 DwWm 50 Vaasa 1818 Sbeel DiCuque, fovea 52001 Phone - (562) 6894270 Fax (562)5894205 PrIMF1aM 10.n.1114 FIUSERSIfsteakle\LindahNana Greyhound LeaseAgreementResoIution Intentto Dispose of Real Estate by Lease with IGR 102214.doc FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT BETWEEN THE DUBUQUE RACING ASSOCIATION AND THE CITY OF DUBUQUE This FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT is dated for reference purposes the 3rd day of November, 2014. Whereas, the City of Dubuque (City) and Dubuque Racing Association, LTD. (Association) are parties to an Amended and Restated Lease Agreement (the Lease Agreement) dated for reference purposes the 31st day of March, 2004, as amended by the First Amendment dated the 4th day of April, 2005, the Second Amendment dated the 29t" day of June, 2005, the Third Amendment dated the 2nd day of February, 2009, and the Fourth Amendment dated the 7th day of June, 2010; and Whereas, City and Association desire to allow City to enter into a Lease with Iowa Greyhound Association for portions of the Leased Premises in the Amended and Restated Lease Agreement .as shown on Exhibit A, which requires that such portions be removed from the Leased Premises; and Whereas, City and Association now desire to amend the Lease Agreement to remove such portions from the Leased Premises. effect. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. The following is added after Par. 2 of the Lease Agreement: 2A. Par. 2 notwithstanding, the highlighted area shown on Ex. A attached hereto is excluded from the Leased Premises. The building labeled "EXCEPTION EXIST. SHOP BUILDING" on Ex. A, and unrestricted access thereto by Association's employees, contractors, agents, and permittees, remains a portion of the Leased Premises. 2. All other provisions of the Lease Agreement shall remain in full force and 102914ba1 CITY OF DUBUQUE, IOWA By: Karla At. Braig, Mayor Pro Tem Attest: Kev n F. Firnstahl, Cit 2 DUBUQUE RACING ASSOCIAON, LTD. By: ZULL')1-" Its r resident CONSENT TO AMENDMENT American Trust & Savings Bank consents to the foregoing Fifth dment to Amended and Restated Lease Agreement this.:3 day of , 2014. AMERICAN TRUST & SAVINGS BANK 3 EXHIBIT A Demises Premises Lease Agreement between the City of Dubuque and Iowa Greyhound Association 4 aneaRa. Nwelo Wron Nr hfwir,llq! EXHIBIT A Iowa Greyhound Association Lease Area Map �AGIS J n01,40 0.0411.4.4111.4. 4 1 inch = 150 feet 150 75 0 150 Feel W ■ ALONG CENTER- LINE OF EXISTING DRIVEWAY LEASE AREA Nap P,epbM by Cay 010u00yue (09099,09 D012,00 50 Nkat 131950991 Dubuque, 109152001 Prone 15935 6594270 Fax (563)5994205 PMI flat 10.22-2014 SUBLEASE AGREEMENT BETWEEN DUBUQUE RACING ASSOCIATION, LTD., AS SUBLESSOR, AND IOWA GREYHOUND ASSOCIATION, AS LESSEE This Sublease Agreement between the Dubuque Racing Association, Ltd. ("DRA"), an Iowa nonprofit corporation, as Sublessor, and the Iowa Greyhound Association, LLC, an Iowa nonprofit corporation, as Sublessee, is dated for reference purposes this October 29, 2014. Whereas, DRA is the lessee of the real estate and improvements thereon described on Exhibit A attached hereto and by this reference made a part hereof (real estate and improvements collectively referred to as the "said Premises" or "Subleased Premises"); and Whereas, DRA, as Sublessor, desires to sublease said Premises to the Iowa Greyhound Association to conduct live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races in accordance with the provisions of Senate File 2362 (2014 Iowa Acts Chapter 1126) as enacted by the 85th Iowa General Assembly and signed into by the Governor of Iowa on or about May 30, 2014; and Whereas, the Iowa Greyhound Association desires to sublease the said Premises from DRA for such use; and Whereas, DRA and the Iowa Greyhound Association desire to enter into this Sublease in connection therewith. Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the following mutual terms and conditions: SECTION 1. TERM; RENT. 1.1 Initial Term. (1) In consideration of the rents hereinafter reserved and the terms, covenants, conditions and agreements set forth in this Sublease, DRA hereby subleases to the Iowa Greyhound Association the Subleased Premises, subject to any easements and restrictions of record, for an Initial Term of five years commencing on the 1St day of January, 2015, and ending on the 31st day of December, 2019, subject to all of the terms, covenants, conditions and agreements contained herein. (2) (a) With respect to all portions of the Subleased Premises other than that portion designated in Exhibit A for the operation of the pari - Page 1 mutuel wagering on simultaneously telecast horse or dog races as authorized by Senate File 2362, 85th Iowa General Assembly (hereafter "SF 2362"), and as a condition this sublease, Iowa Greyhound Association shall pay, in addition to taxes, fees, assessments, and other charges required to be paid by the Iowa Greyhound Association under this Sublease, the rental sum specified in the lease agreement between Iowa Greyhound Association and the City of Dubuque for those portions of the racetrack enclosure located outside of the Mystique casino building. (b) For Iowa Greyhound Association's operation of pari-mutuel wagering on simultaneously telecast horse or dog races as authorized by SF 2362 and the Iowa Racing Association, in the Subleased Premises or any portion thereof, the Iowa Greyhound Association shall pay, during the initial five-year term as rental, on an annual basis, five -percent (5%) of import handle on simultaneously telecast horse or dog races, after deducting: (a) payouts to wagerers, and (b) operational expenses of simulcasting (which shall not include either (i) capital expenditures or (ii) expenses from live greyhound racing) calculated from January 1 through December 31 of the previous year. Iowa Greyhound Association shall deliver the annual payment no later than January 30 each year, with the first payment due on January 30, 2016. Any failure to deliver such payment as and when due shall be deemed a material breach by Iowa Greyhound Association of this Sublease Agreement. Sublessor may, in its sole discretion and without waiver of such breach, extend the date for a rental payment, provided that any such extension shall bear rate at the rate of 2% compound interest per month until paid. 1.2 Optional Renewal Term. (1) Iowa Greyhound Association will have a single option to renew this Sublease for an additional five years commencing on the 1st day of January, 2020, and ending on the 31st day of March, 2024. DRA's current lease of the said Premises expires March 31, 2024. In the event the City of Dubuque and DRA extend the lease for the said Premises to or beyond December 31, 2025, the Renewal Term shall end on the 31st day of December, 2025. Rent shall be at a fair market rate in addition to taxes, fees, assessments, and other charges required to be paid under this Sublease by the Iowa Greyhound Association. (2) If the parties are unable to reach agreement on the—fair—market rental rate for purposes of the one five-year lease renewal by June 30, 2018, and if the Iowa Greyhound Association requests arbitration concerning the renewal by June 18, 2018, the disputed terms of the Sublease will be determined by binding arbitration in accordance with the rules of the American Arbitration Association as of the date for arbitration. A request for arbitration must be in writing and a copy of the request must Page 2 be delivered to the other party. The parties will each select one arbitrator and the two arbitrators will choose a third arbitrator to complete the three- person arbitration panel. Each party will deliver its final offer on each of the disputed items to the other party within fourteen days after the request for arbitration. After consultation with the parties, the arbitrators will set a time and place for an arbitration hearing. The parties may continue to negotiate all offers until an agreement is reached or a decision is rendered by the arbitrators. For purposes of determining the fair market rental rate for purposes of the one five-year lease renewal, either party may argue, and present arguments and evidence, that the renewal lease rental rate should be based upon the market value of similarly situated undeveloped land, or upon its use as a greyhound track. The submission of the disputed items to the arbitrators will be limited to those items upon which the parties have not reached agreement. However, the arbitrators have no authority to extend the term of the lease beyond the initial five-year term or the one five-year renewal. Any such arbitration shall take place in the City of Dubuque, unless otherwise agreed. (3) The arbitrators must render a decision within fifteen days after the hearing. The arbitrators will give written explanation for the decision and the decision of the arbitrators is final and binding on the parties, and any decision of the arbitrators may be entered in any court having competent jurisdiction. The decision by the arbitrators and the items agreed upon by the parties will be deemed to be the lease between the parties and such final lease is not subject to the approval of the governing body of the City of Dubuque, the Iowa Greyhound Association, the Iowa Racing and Gaming Commission, or any other government body. Each party to the arbitration will bear its own expenses, including attorney fees, and the parties will share equally the filing and other administrative fees of the American Arbitration Association and the expenses of the arbitrators. (4) Notwithstanding any other provision of this sublease agreement, or in Iowa Greyhound Association's lease with the City of Dubuque for the exterior portions of the racetrack enclosure shown in the attached Exhibit B excluding the maintenance shop shown in Exhibit B-1, no arbitration or mediation provisions shall apply to the renewal or renewal terms relating to simultaneously telecast horse or dog races, which shall be at all times a matter of mutual agreement not subject to mandatory mediation or arbitration terms and wholly independent of the sublease of the racetrack enclosure for purposes of live greyhound racing. 1.3 Iowa Greyhound Association acknowledges and agrees that it is the intent of the parties that DRA must not incur any costs related in any way to Iowa Greyhound Association's financing, lease or operation of the Subleased Premises. Page 3 SECTION 2. IOWA GREYHOUND ASSOCIATION'S OBLIGATIONS. 2.1 In addition to all other Iowa Greyhound Association obligations set forth in this Sublease, this Sublease is contingent upon the following: (1) Iowa Greyhound Association obtaining a license pursuant to the requirements of Iowa Code § 99D.9A on or before December 1, 2014, and maintaining such license during the entire term of this Sublease. (2) Iowa Greyhound Association making an offer of employment to all persons employed (full-time, part-time, or seasonal) by DRA within the racetrack enclosure as of October 31, 2014, in accordance with Iowa Code § 99D.9A, in accordance with Iowa Code § 99D.9A, such employment for seasonal employees to commence at the appropriate times, and for non -seasonal employees on or before January 1, 2015. (3) Existing collective bargaining agreements concerning employees at the racetrack must be honored by the Iowa Greyhound Association. (4) Live dog racing requirements. The Iowa Greyhound Association must conduct, for calendar year 2015, no fewer than sixty live race days with nine live races per day during the racing season, and for calendar year 2016 and subsequent calendar years covered by the lease, no fewer than ninety-five live race days with nine live races per day during each racing season. However, upon mutual agreement by the parties, subject to approval by the Iowa Racing and Gaming Commission, the number of race days for one or more live racing seasons may be reduced so long as the Iowa Greyhound Association conducts a minimum number of live races and racing days during that season. DRA may, in its sole discretion, terminate this Sublease with respect to live dog racing on January 1 of the year following the calendar year in which such live dog racing was not conducted by the Iowa Greyhound Association; the lease for the Subleased Premises, however, in such event, this sublease shall not terminate with respect to Iowa Greyhound Association's conduct of pari- mutuel wagering on simultaneously telecast horse or dog races at Mystique as authorized by SF 2362 and the Iowa Racing and Gaming Commission, so long as the Iowa Greyhound Association remains in full compliance with the terms and conditions of this Sublease (except for the conduct of live dog racing), and in compliance with Iowa Greyhound Association's lease with the City of Dubuque for the exterior portions of the racetrack enclosure. 2.2 Neither (a) equipment (including but not limited to the Alldritt Lure System and other equipment owned, leased, or rented by DRA, without regard to whether or not it was used by DRA in pari-mutuel wagering and live racing and/or simulcasting), nor (b) furniture, furnishings, or other personal property owned or Page 4 leased by DRA at the time Iowa Greyhound Association takes possession under this sublease or thereafter, is included in this sublease. However, Iowa Greyhound Association may purchase furniture, furnishings, and equipment (including the Alldritt Lure System) used by DRA for pari-mutuel wagering or for live dog races, on such terms as the parties may separately agree, prior to taking possession under this sublease. SECTION 3. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST. 3.1 Iowa Greyhound Association's Right To Encumber Leasehold Interest. Only with the prior written consent of DRA and the City Council of the City of Dubuque, in their sole discretion, may the Iowa Greyhound Association encumber by mortgage, deed of trust or other proper instrument, its leasehold interest and estate in the Subleased Premises, as security for any indebtedness of the Iowa Greyhound Association or other person or entity, and provided that no such encumbrance may extend beyond the term of this Sublease. The Iowa Greyhound Association must provide prompt written request to DRA and the City of Dubuque of any such proposed encumbrance together with a copy of the proposed encumbrance. Such proposed encumbrances shall also be subject to approval of the Iowa Racing and Gaming Commission. 3.2 Notice To Holder Of Encumbrance; Right Of Holder To Cure Iowa Greyhound Association's Default. If the Iowa Greyhound Association encumbers its leasehold interest and estate in the Subleased Premises and if the Iowa Greyhound Association, or the holder of the indebtedness, its successors and/or assigns (the "Holder") secured by the encumbrance gives notice to DRA of the existence of the encumbrance and the address of the Holder, then DRA will mail or deliver to the Holder, at such address, a duplicate copy of all notices in writing which DRA may, from time to time, give or serve on the Iowa Greyhound Association under and pursuant to the terms and provisions of this Sublease. The copies must be mailed or delivered to the Holder at, or near as possible to, the same time the notices are given to or served on the Iowa Greyhound Association. The Holder may, at its option, at any time before the rights of the Iowa Greyhound Association are terminated as provided in this Sublease, pay any of the rents due under this Sublease or pay any taxes and assessments, or do any other act or thing required of the Iowa Greyhound Association by the terms of this Sublease, or do any act or thing that may be necessary and proper to be done in the observance of the covenants and conditions of this Sublease or to prevent the termination of this Sublease; provided, however, that the doing of any act or thing requiring possession of the Subleased Premises is subject to the further rights of Holder as set forth in Section 17.2. All payments so made and all things so done and performed by the Holder are effective to prevent a foreclosure of the rights of the Iowa Greyhound Association thereunder as the same would have been if done and performed by the Iowa Greyhound Association. Page 5 3.3 Mechanic's Liens. Neither the Iowa Greyhound Association nor anyone claiming by, through, or under the Iowa Greyhound Association may file or place any mechanic's lien upon the Subleased Premises and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service or labor for any building, improvement, alteration, repair or any part thereof, may at any time be or become entitled to any lien thereon, and for the further security of DRA, the Iowa Greyhound Association covenants and agrees to give actual notice thereof in advance, to any and all contractors and subcontractors who may furnish or agree to offer any such material, service or labor. SECTION 4. TAXES AND FEES. 4.1. Iowa Greyhound Association agrees to pay all real estate taxes levied upon the real estate of the Subleased Premises that become payable (as such taxes come due) during the initial and renewal term, if applicable, hereof and which would become delinquent if not so paid during the term hereof. The Iowa Greyhound Association must provide to DRA official receipts of the appropriate taxing authority or other evidence satisfactory to DRA evidencing payment thereof. 4.2. During the term of this Sublease, the Iowa Greyhound Association agrees to pay any and all other taxes, fees (including but not limited to stormwater fees or other utility charges), rates, charges, levies and assessments, general and special, of every name, nature and kind, whether now known to the law or hereafter created, which may be taxed, charged, assessed, levied or imposed upon the Subleased Premises and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, any buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed upon the leasehold estate hereby created and upon the reversionary estate in the Subleased Premises during the term hereof and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, and all such other taxes, rates, charges, levies and assessments must be paid by the Iowa Greyhound Association as they become due and before they become delinquent during the term hereof. 4.3. Iowa Greyhound Association agrees to timely pay all taxes, assessments or other public charges levied or assessed by lawful authority (but reasonably preserving the Iowa Greyhound Association's rights of appeal) against the trade fixtures, furniture, furnishings, fixtures, equipment, and other personal property that is owned, leased, rented, or otherwise in the possession and control of Iowa Greyhound Association and utilized on or for the benefit of the Subleased Premises, during the term of this Sublease. 4.4. Nothing herein requires the Iowa Greyhound Association to pay any of DRA's income taxes, surtaxes, excess profit taxes or any taxes on the rents or Page 6 otherwise reserved to DRA hereunder. Nothing herein requires DRA to pay any of Iowa Greyhound Association's income taxes, surtaxes, property taxes, excess profit taxes or any taxes on the rents or otherwise reserved to Iowa Greyhound Association hereunder. 4.5. Iowa Greyhound Association has at all times the right to contest in good faith, in any proper proceedings, in the name of DRA if necessary, the payment or satisfaction of any such taxes, assessments, rates, charges or levies so agreed to be paid by the Iowa Greyhound Association, if the validity thereof, or the right to assess or levy the same against or collect the same from said Subleased Premises, is disputed with respect to the Subleased Premises. Upon the conclusion of any such 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, the Iowa Greyhound Association must promptly pay and satisfy such disputed tax, assessment or other charge as finally determined. The Iowa Greyhound Association shall also promptly pay and satisfy all expenses, costs and attorneys' fees whatsoever incurred in connection therewith. SECTION 5. UTILITIES. The Iowa Greyhound Association must pay, before delinquency, all separately metered charges to the subleased areas related to communications systems and services, telephone, cable, Internet, water, wastewater, stormwater, sewer, gas, heat, electricity, power, trash disposal, and not limited by the foregoing list, all other utilities and services of whatever kind and nature which may be used in or upon the Subleased Premises. With respect to non -metered utilities, Iowa Greyhound Association is solely responsible for any additional metering required for any utilities and the cost of installing any such metering. DRA and Iowa Greyhound Association may agree in a writing duly executed by both parties, to share the cost of utilities supplied to DRA that cannot be separately metered, provided however that each party's share of the cost shall be based on the total cost of the shared services, including but not limited to the cost of equipment (as the same may have been depreciated on DRA's financial statements) used for the services, capital costs (including interest) as depreciated, and actual usage of billed services by the respective parties. SECTION 6. CONDITION OF SUBLEASED PREMISES AND REPAIRS. 6.1. The Iowa Greyhound Association has made an adequate inspection of the Subleased Premises and accepts same "As Is." DRA makes no warranties or representations regarding the condition of the Subleased Premises unless otherwise specifically stated herein. The Iowa Greyhound Association must at all times during the term of this Sublease, at the Iowa Greyhound Association's expense, keep the Subleased Premises, and all sidewalks, curbs, and all appurtenances to the Subleased Premises, in good order, condition and repair, casualties and ordinary wear and tear excepted. The Iowa Greyhound Association must keep and maintain the Subleased Premises in a condition Page 7 consistent with other similarly classed operations. The Iowa Greyhound Association must keep the Subleased Premises in such condition as may be required by law and by the terms of the insurance policies furnished pursuant to this Sublease, whether or not such repair must be interior or exterior, and whether or not such repair must be of a structural nature. Upon reasonable notice to the Iowa Greyhound Association, DRA may, at its discretion and at its cost, conduct an annual inspection of the Subleased Premises to determine the Iowa Greyhound Association's compliance with this Section 6. 6.2. The Iowa Greyhound Association agrees that, at all times during the Sublease term, Iowa Greyhound Association shall, at its own expense, maintain, preserve and keep the Subleased Premises in good repair, working order and condition. 6.3 The Iowa Greyhound Association may not commit waste on the Subleased Premises except as necessary for its business purposes including the removal or construction of any buildings and Improvements on the Subleased Premises, and is liable for any damages to or destruction of any buildings or improvements on the Subleased Premises resulting from waste and will repair or rebuild such buildings or improvements. The Iowa Greyhound Association may remove existing improvements or construct new improvements on the Subleased Premises subject to all of the terms and conditions of this Sublease provided the Iowa Greyhound Association has received the prior written approval of DRA. SECTION 7. COMPLIANCE WITH LAW. During the term of this Sublease, the Iowa Greyhound Association must comply with all local, state and federal laws applicable to the Iowa Greyhound Association's use of the Subleased Premises, including but not limited to the Americans with Disabilities Act and the Iowa Smoke Free Air Act. SECTION 8. ALTERATIONS. Iowa Greyhound Association may, subject to the prior written consent of both DRA and the City of Dubuque, in their sole discretion, make any alteration, addition, or modification to the Subleased Premises ("the Iowa Greyhound Association Improvements") that equals or exceeds Five Thousand and 00/100 Dollars ($5,000.00) in cost, at the Iowa Greyhound Association's expense, from time to time during the term of this Sublease. Any alteration, addition or modification of the Subleased Premises by the Iowa Greyhound Association at a cost of less than Five Thousand and 00/100 Dollars ($5,000.00) does not require DRA's consent, but must be made solely at the Iowa Greyhound Association expense and only after not less than sixty (60) days prior written notice to DRA of such alteration, addition or modification. Plans and specifications with respect to the Iowa Greyhound Association Improvements and the construction of the Iowa Greyhound Association Improvements must be in conformity with all applicable laws and regulations. The Iowa Greyhound Association must submit to DRA, for approval Page 8 by DRA, plans, drawings, specifications, and related documents with respect to the Iowa Greyhound Association Improvements to be constructed by the Iowa Greyhound Association on the Subleased Premises. All work with respect to the Iowa Greyhound Association Improvements must be in substantial conformity with the construction plans approved by DRA. All alterations, additions, or modifications to the Subleased Premises must be coordinated with the then - existing improvements on the Subleased Premises and any other the Iowa Greyhound Association Improvements in the general vicinity of the Subleased Premises. SECTION 9. USE OF SUBLEASED PREMISES. 9.1. Iowa Greyhound Association must operate the Subleased Premises solely for live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races, as provided in SF 2362 and authorized by the Iowa Racing and Gaming Commission, and may not knowingly use or allow the Subleased Premises or any buildings or improvements thereon or any appurtenances thereto, to be used or occupied for any other purpose or any unlawful purpose or in violation of any certificate of occupancy. The Iowa Greyhound Association may not suffer any act to be done or any condition to exist within the Subleased Premises, or permit any article to be brought therein, which is dangerous, unless safeguarded as required by law, or which, in law, constitutes a nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. Notwithstanding the foregoing, Iowa Greyhound Association may enter into a contract or contracts with qualified entities to assist Iowa Greyhound Association in the operation and management of live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races, subject to the prior approval of DRA and the Iowa Racing and Gaming Commission. 9.2 Iowa Greyhound Association must take all reasonable steps to implement a smooth transition of the Subleased Premises from DRA to the Iowa Greyhound Association, holding DRA harmless from any claims arising therefrom. 9.3. During the term of this Sublease, the Iowa Greyhound Association may not change the use of the Subleased Premises. 9.4. The Iowa Greyhound Association may not cause, allow or permit any outdoor storage of any materials, objects or things of any kind, including refuse, trash or garbage, at any time on the Subleased Premises. Notwithstanding the foregoing, refuse storage is permissible in an accessory storage enclosure if DRA or its designee determines that the structure is in character with the principal building being served and constructed of the same quality permanent materials as the principal building being served. The accessory structure must be within close proximity to the principal building being served. Where the structure exceeds 200 square feet in area, at least 1/3 of the structure's exterior perimeter Page 9 must be landscaped with ornamental trees and shrubs. SECTION 10. INSURANCE 10.1. The Iowa Greyhound Association must maintain during the term of this Sublease insurance to meet the coverage and limits of coverage of the greater of the following: (a) requirements as set forth in the City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders Insurance Schedule for lessees of City Property, as such uniform, standardized schedule may from time to time be amended OR (b) property/casualty, liability, workers compensation, employment practices liability, and other insurance coverages maintained by DRA, with equivalent coverage limits, for its own operations within the racing/casino/simulcasting areas. The current City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders insurance schedule (Insurance Schedule A) is attached to this Sublease as Exhibit C. The City of Dubuque, Iowa or DRA will provide the Iowa Greyhound Association written notice of any amendment to the Insurance Schedule not less than sixty days prior to the effective date of such amendment. 10.2. During construction of any of the Iowa Greyhound Association Improvements or other alteration, addition or modification on the Subleased Premises, the Iowa Greyhound Association must maintain builder's risk insurance, written on the Special Perils Form in an amount equal to one hundred percent (100%) of the replacement value of Improvements as the same exists from time to time during the construction process. 10.3. The Iowa Greyhound Association must maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of DRA or the City of Dubuque must furnish proof of the payment of premiums on), property insurance against Toss and/or damage to improvements under an insurance policy written on the Special Perils Form in an amount not Tess than the full insurable replacement value of improvements, but any such policy may have a deductible amount of not more than $50,000.00. No policy of insurance may be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by City of Dubuque. The term "replacement value" must mean the actual replacement cost of improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and will be determined from time to time at the request of DRA or the City of Dubuque, but not more frequently than once every three years, and paid for by the Iowa Greyhound Association. 10.4. Iowa Greyhound Association must purchase all insurance required by the Page 10 terms of this Sublease responsible insurance companies having a minimum A.M. Best rating of A- Class VII, or otherwise approved by DRA, that are authorized under the laws of the State of Iowa to assume the risks covered thereby. Iowa Greyhound Association must provide DRA by December 15, 2014, an update annually by not later than December 15 of each year or within 10 days of the insurance being bound, whichever is earlier, a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. All insurance required by this Section 10 must include DRA and the City of Dubuque, Iowa as additional named insureds, and all certificates of coverage provided must expressly list DRA and the City of Dubuque as additional named insureds. Iowa Greyhound Association must furnish evidence satisfactory to DRA and the City of Dubuque that the policy has been renewed or replaced by another policy conforming to the provisions of this Sublease, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the Iowa Greyhound Association may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event the Iowa Greyhound Association must deposit with DRA and the City of Dubuque a certificate or certificates of the respective insurers as to the amount of coverage in force upon Improvements, provided, however, the specific limit may not be impaired. 10.5. Iowa Greyhound Association agrees to notify DRA and the City of Dubuque immediately in the case of damage .exceeding $10,000.00 in amount to, or destruction of, the Subleased Premises or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), must be paid directly to the Iowa Greyhound Association, and the Iowa Greyhound Association must forthwith repair, reconstruct and restore the Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Iowa Greyhound Association must apply the Net Proceeds of any insurance relating to such damage received by the Iowa Greyhound Association to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property. 10.6. Iowa Greyhound Association must complete the repair, reconstruction and restoration of the Subleased Premises, whether or not the Net Proceeds of insurance received by the Iowa Greyhound Association for such purposes are sufficient. SECTION 11. APPROVAL CONTINGENCY. This Sublease is contingent upon the prior approval of: (a) DRA's Board of Directors; (b) the City of Dubuque; (c) the Iowa Racing and Gaming Commission; (d) Iowa Greyhound Association; and (e) DRA's lenders. Page 11 SECTION 12. IOWA GREYHOUND ASSOCIATION'S WARRANTIES AND REPRESENTATIONS 12.1. Iowa Greyhound Association's Compliance With Law. (1) The Iowa Greyhound Association warrants that it is validly existing and in good standing under the laws of the State of Iowa as a nonprofit organization. (2) The Iowa Greyhound Association covenants and agrees that the Iowa Greyhound Association will comply with all applicable local, state and federal laws, rules, regulations and permits with regard to the Subleased Premises and its use, occupancy and control of the Subleased Premises. (3) The Iowa Greyhound Association covenants and agrees that the Iowa Greyhound Association will acquire and maintain any and all applicable permits, licenses or authorizations as may be necessary for the Iowa Greyhound Association's use, occupancy, and control of the Subleased Premises, and for the conduct of live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races, as provided in Senate File 2362/Iowa Code section 99D.9C, as conditions precedent to this Sublease. 12.2 Environmental Matters. (1) The Iowa Greyhound Association covenants and agrees that neither DRA nor the City of Dubuque shall have any responsibility for or liability arising from any release of a Hazardous Substance on the Subleased Premises which is caused by or results from or during the Iowa Greyhound Association's use, occupancy or control of the Subleased Premises, nor shall DRA or the City of Dubuque have any responsibility for or liability arising from any Hazardous Substance which leaches or migrates upon the Subleased Premises from any property owned by the City of Dubuque. Further, neither DRA nor the City of Dubuque shall have any responsibility for any Hazardous Substance which leaches or migrates upon the Subleased Premises from any adjacent property, or any release of a Hazardous Substance which is caused by Iowa Greyhound Association's use, occupancy, or control of the Subleased Premises or which pre-exists the date of this Sublease, except that DRA and the City of Dubuque, as appropriate, must cooperate fully with any response to such release by Iowa Greyhound Association or others. (2) Iowa Greyhound Association covenants and agrees to notify DRA and the City of Dubuque promptly of any release of Hazardous Substance in, on or about the Subleased Premises of which the Iowa Greyhound Association has knowledge. Page 12 (3) Iowa Greyhound Association covenants and agrees to promptly take any and all necessary and appropriate response to address any release of Hazardous Substance for which the Iowa Greyhound Association is responsible. Such response must include, without limitation, notification to appropriate governmental authorities, as may be required by law. (4) Iowa Greyhound Association covenants and agrees not to manufacture, treat or dispose of Hazardous Substances at the Subleased Premises or knowingly allow the manufacture, treatment, or disposal of Hazardous Substances on the Subleased Premises. Iowa Greyhound Association covenants and agrees to use and store any Hazardous Substances at the Subleased Premises only in full accordance with law. (5) For the purposes of this Sublease, "Hazardous Substance" or "Hazardous Substances" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local 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 455B, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid. Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" does not include any air emissions discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental agency. SECTION 13. DRA RIGHTS OF ACCESS. 13.1. Right of Entry for Utility Service. DRA reserves for itself, and for any public utility company, as may be appropriate, the unqualified right to enter upon the Subleased Premises and upon the exterior portions of the racetrack enclosure leased by the Iowa Greyhound Association from the City of Dubuque shown in Exhibits B and B-1 (collectively referred to hereafter as "DRA Access Areas"), at all reasonable times for the purpose of reconstructing, maintaining, repairing, or servicing the public utilities located within the boundary lines of the Subleased Premises. Before entering the DRA Access Areas, for any such purpose, DRA shall provide reasonable notification to Iowa Greyhound Page 13 Association of its intent to enter the Subleased Premises for such purposes. DRA further reserves for itself the right to enter upon the DRA Access Areas at all reasonable times for the purpose of accessing areas within DRA Access Areas and the Maintenance Shed and curtilage that remains in the real estate lease between DRA and the City of Dubuque, as indicated on the attached Exhibits, for the performance or verification of any duties required of DRA or Iowa Greyhound Association under this sublease agreement or ancillary agreements, and for emergency purposes. DRA shall provide reasonable notice to Iowa Greyhound Association of DRA's access to the Subleased Premises on an individual or scheduled basis, as appropriate to the circumstances; however, DRA need not provide notice to Iowa Greyhound Association for entry upon the Subleased premises for the purpose of accessing the Maintenance Shed by DRA's employees, contractors, agents, or other persons authorized by DRA. 13.2. Iowa Greyhound Association Not to Construct Over Utility Easements. The Iowa Greyhound Association may not construct any building or other structure or improvements on, over, or within the boundary lines of any easement for public utilities unless such construction is provided for in such easement or has been approved by DRA in writing. If approval for such construction is requested by the Iowa Greyhound Association, DRA will cooperate to assure that such approval will not be withheld unreasonably. 13.3. Inspection of Subleased Premises. In addition to access otherwise approved by the Iowa Greyhound Association, an authorized representative of DRA, as designated in writing by his or her DRA Manager, shall have the right to enter and have access to the Subleased Premises, whether or not events are in operation, at all reasonable times and for any reasonable purposes, as long as such entrances do not unreasonably interfere with Iowa Greyhound Association's right to quiet occupancy. Iowa Greyhound Association shall also provide unfettered access by DRA personnel and/or DRA contractors to the maintenance shed in the kennel area, and to other parts of the racetrack area that continue to be leased by DRA from the City of Dubuque. Such entrances shall be subject to the rules of the Iowa Racing and Gaming Commission. SECTION 14. INDEMNIFICATION. 14.1 Indemnification of the Iowa Greyhound Association. To the extent allowed by law, DRA will indemnify and save harmless the Iowa Greyhound Association from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against the Iowa Greyhound Association by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Subleased Premises and resulting from any act or omission of DRA or anyone acting by, through, or under DRA, and (b) any failure on the part of DRA to perform or Page 14 comply with any of the terms of this Sublease. In case any action, suit or proceeding is brought against the Iowa Greyhound Association by reason of such occurrence, DRA will, at DRA expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by the Iowa Greyhound Association, which approval will not be unreasonably withheld. 14.2 Indemnification of DRA. The Iowa Greyhound Association will indemnify and save harmless DRA from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against DRA by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Subleased Premises during the term of this Sublease and resulting from any act or omission by the Iowa Greyhound Association or anyone claiming by, through or under the Iowa Greyhound Association during the term of the Sublease and (b) any failure on the part of the Iowa Greyhound Association to perform or comply with any of the terms of this Sublease, and (c) any material breach on the part of the Iowa Greyhound Association of any warranty or representation contained in Section 12. In case any action, suit or proceeding is brought against DRA by reason of such occurrence, the Iowa Greyhound Association will, at the Iowa Greyhound Association's expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by DRA, which approval will not be unreasonably withheld. 14.3 Survival. The obligations and liabilities under this Section survive and continue in full force and effect and may not be terminated, discharged or released, in whole or in part, irrespective of the termination or expiration of the term of this Sublease. SECTION 15. CONDEMNATION. 15.1 Entire Condemnation. If at any time during the term of this Sublease all or substantially all of the Subleased Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then this Sublease will terminate on the date of vesting of title in such taking and any prepaid rent will be apportioned as of said date. Substantially all of the Subleased Premises will be deemed to have been taken if the remaining portion of the Subleased Premises will not be of sufficient size to permit the Iowa Greyhound Association, in the Iowa Greyhound Association's sole discretion, to operate its business thereon in a manner similar to that prior to such taking. 15.2 Allocation of Award. Any award for such taking of all or substantially all of the Subleased Premises will be paid to the parties hereto in accordance with the following: Page 15 (1) To DRA, the amount of the award attributable to the Subleased Premises, determined as if this Sublease was not in effect at the time of such award, excluding therefrom the amount of the award attributable to the Tenant Improvements, and all other sums not directly attributable to the value of the Land constituting the Subleased Premises; (2) To the Iowa Greyhound Association, the balance of the award remaining after payment of: the portion of the award allocated to DRA above, and (b) the portion of the award allocated to the City of Dubuque in accordance with the terms and provisions of the lease agreement between the City of Dubuque and DRA for the Subleased Premises. 15.3 Partial Condemnation. (1) If less than all or substantially all of the Subleased Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then the Iowa Greyhound Association, at its option, may elect to continue this Sublease in full force and effect or terminate this Sublease. If the Iowa Greyhound Association elects to maintain this Sublease in full force and effect, the award for such partial condemnation will be allocated as provided in Section 15.2, and the Iowa Greyhound Association must proceed with reasonable diligence to carry out any necessary repair and restoration so that the remaining improvements and appurtenances must constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Sublease. In the event the Iowa Greyhound Association elects to continue this Sublease in full force and effect after a partial condemnation, the Base Rent will be reduced in proportion to the area of the Subleased Premises taken. (2) Should the Iowa Greyhound Association elect to terminate this Sublease upon a partial condemnation, the Iowa Greyhound Association must provide DRA with written notice of such election within thirty (30) days after the date of vesting of title for such taking. The Iowa Greyhound Association must specify in such written notice the date on which this Sublease will terminate, which date may be not less than 60 days nor more than 360 days after delivery of such notice to DRA (the "Termination Date"). In the event the Iowa Greyhound Association terminates this Sublease, as provided for in this Section 15.3, the Iowa Greyhound Association will be entitled to the entire award for such partial taking. 15.4 Temporary Taking. If the temporary use of the whole or any part of the Subleased Premises or the appurtenances thereto is taken at any time during the term of this Sublease in the exercise of the power of eminent domain by any sovereign, municipality, or other authority, the term of this Sublease will not be Page 16 reduced or affected in any way, and the Iowa Greyhound Association must continue to pay in full the rent, additional rent and other sum or sums of money and charges herein reserved and provided to be paid by the Iowa Greyhound Association, and the entire award for such temporary taking will be paid to the Iowa Greyhound Association. Iowa Greyhound Association must repair and restore any and all damage to the Subleased Premises and the Improvements as soon as reasonably practicable after such temporary taking. SECTION 16. ASSIGNMENT AND SUBLETTING. Iowa Greyhound Association may not assign any of its rights, duties or obligations under this Sublease, in whole or in part, to any other person, firm, corporation or entity without the prior written consent of (a) DRA's Board of Directors, (b) the City of Dubuque, and (c) the Iowa Racing and Gaming Commission. SECTION 17. DEFAULT. 17.1 DRA's Rights in the Event of the Iowa Greyhound Association's Default. If the Iowa Greyhound Association materially fails or neglects to observe, keep or perform any of the covenants, terms or conditions contained in this Sublease on its part to be observed, kept or performed, and the default must continue for a period of thirty (30) days after written notice from DRA setting forth the nature of the Iowa Greyhound Association's default, then and in any such event, DRA has the right at its option, on written notice to the Iowa Greyhound Association, to terminate this Sublease. DRA thereafter has the right to enter and take possession of the Subleased Premises, including but not limited to Furniture, Furnishings, Fixtures, Equipment, Intangible Property and Inventory, and to remove all other personal property from the Subleased Premises and all persons occupying the Subleased Premises and to use all necessary and legal force therefor and in all respects to take the actual, full and exclusive possession of the Subleased Premises and every part of the Subleased Premises as of DRA's original estate, without incurring any liability to the Iowa Greyhound Association or to any persons occupying or using the Subleased Premises for any damage caused or sustained by reason of such entry on the Subleased Premises or the removal of persons or property from the Subleased Premises. DRA has all other rights available to it provided by law or equity. 17.2 Iowa Greyhound Association's Rights in the Event of DRA's Default. If DRA materially fails or neglects to observe, keep or perform any of the covenants, terms or conditions contained in this Sublease on its part to be observed, kept or performed, and the default continues for a period of thirty (30) days after written notice from the Iowa Greyhound Association setting forth the nature of DRA's default (it being intended that in connection with a default not susceptible of being cured with diligence within thirty (30) days, the time within which DRA has to cure the same will be extended for such period as may .be necessary to complete the same with all due diligence, but in no event longer than ninety (90) days), then and in any such event, the Iowa Greyhound Page 17 Association will have all rights available to it provided by law or equity. SECTION 18. RIGHT TO CURE OTHER'S DEFAULTS. Whenever and as often as a party fails or neglects to comply with and perform any term, covenant, condition or agreement to be complied with or performed by such party hereunder, then, following thirty (30) days' prior written notice to such defaulting party (or such additional time to cure as may be accorded the DRA pursuant to Section 17.2 above, but in no event longer than ninety (90) days), the other party, at such other party's option, in addition to all, other remedies available to such other party, may perform or cause to be performed such work, labor, services, acts or things, and take such other steps, including entry onto the Subleased Premises, as such other party may deem advisable, to comply with and perform any such term, covenant, condition or agreement which is in default, in which event such defaulting party must reimburse such other party upon demand, and from time to time, for all costs and expenses suffered or incurred by such other party in so complying with or performing such term, covenant, condition or agreement. The commencement of any work or the taking of any other steps or performance of any other act by such other party pursuant to the immediately preceding sentence will not be deemed to obligate such other party to complete the curing of any term, covenant, condition or agreement which is in default. Either party, upon giving twenty (20) days' written notice to the other, may offset amounts due to the other party for any amounts the notifying party pays or incurs hereunder proper the obligation of the other party to whom such notice is sent. SECTION 19. QUIET ENJOYMENT. DRA covenants that at all times during the term of this Sublease, so long as the Iowa Greyhound Association is not in default hereunder, the Iowa Greyhound Association's quiet enjoyment of the Subleased Premises or any part thereof will not be disturbed by any act of DRA, or of anyone acting by, through or under DRA. SECTION 20. ESTOPPEL CERTIFICATES. Each party hereto agrees that at any time and from time to time during the term of this Sublease, within ten (10) days after request by the other party hereto or by any lender having an interest in the Iowa Greyhound Association's leasehold estate, it will execute, acknowledge and deliver to the other party or to such lender or any prospective purchaser, assignee or any mortgagee designated by such other party, a certificate stating (a) that this Sublease is unmodified and in force and effect (or if there have been modifications, that this Sublease is in force and effect as modified, and identifying the modification agreements), (b) the date to which rent has been paid, (c) whether or not there is any existing default by the Iowa Greyhound Association in the payment of any rent or other Page 18 sum of money hereunder, and whether or not there is any other existing default by either party hereto with respect to which a notice of default has been served, and, if there is any such default, specifying the nature and extent thereof; and (d) whether or not there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate. SECTION 21. WAIVER. No waiver by either party hereto of any breach by the other of any term, covenant, condition or agreement herein and no failure by any party to exercise any right or remedy in respect of any breach hereunder, will constitute a waiver or relinquishment for the future of any such term, covenant, condition or agreement or of any subsequent breach of any such term, covenant, condition or agreement, nor bar any right or remedy of the other party in respect of any such subsequent breach, nor will the receipt of any rent, or any portion thereof, by DRA, operate as a waiver of the rights of DRA to enforce the payment of any other rent then or thereafter in default, or to terminate this Sublease, or to recover the Subleased Premises, or to invoke any other appropriate remedy which DRA may select as herein or by law provided. SECTION 22. SURRENDER. The Iowa Greyhound Association must, upon the earliest to occur of the following: on the last day of the initial term without renewal, the expiration of the renewal term, or upon any termination of this Sublease, surrender and deliver up the Subleased Premises, with the Improvements and fixtures then located thereon into the possession and use of DRA, without fraud or delay and in good order, condition and repair, reasonable wear and tear excepted, free and clear of all lettings and occupancies, free and clear of all liens and encumbrances other than those existing on the date of this Sublease and those, if any, created by DRA, without any payment or allowance whatsoever by DRA to Iowa Greyhound Association on account of or for any buildings or improvements erected or maintained by DRA or Iowa Greyhound Association on the Subleased Premises or for the contents thereof or appurtenances thereto, unless agreed to in a writing duly executed by both parties. No holdover is allowed. SECTION 23. MEMORANDUM OF LEASE. Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Sublease in a form suitable for recording setting forth the names of the parties hereto and the term of this Sublease, identifying the Subleased Premises, and also including such other clauses therein as either party may desire. SECTION 24. NOTICES. Page 19 24.1 All notices, demands or other writings in this Sublease provided to be given or made or sent, or which may be given or made or sent, by either party to the other, will be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and by email or facsimile addressed as follows: To DRA: Dubuque Racing Association, Ltd. Attn: Jesus Aviles, President & CEO 1855 Greyhound Park Road Dubuque, IA 52001 In all cases, with copy to: Stephen C. Krumpe O'Connor & Thomas, P.C. 700 Locust Street, Suite 200 Dubuque, IA 52001 To City of Dubuque, Iowa: Attn: City Manager City Hall 13th St. & Central Ave. Dubuque, IA 52001-4864 Facsimile: 563-589-4149 Email: To Iowa Greyhound Association: Attn: Bob Hardison 19149 Hwy 175 Onawa, IA 51040 In all cases, with copy to: Crawford & Mauro Law Firm Attn: Jerry Crawford 1701 Ruan Center Des Moines, Iowa 50315 Facsimile: 515-245-5421 24.2 The address and/or facsimile number to which any notice, demand or Page 20 other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided. SECTION 25. MISCELLANEOUS. 25.1 Time of the Essence. Time is of the essence of this Sublease and all of its provisions. 25.2 Governing Law/Severability. It is agreed that this Sublease will be governed by, construed and enforced in accordance with the laws of the State of Iowa, and that, except as provided in Section 1.2 herein, any litigation between the parties arising out this Sublease must be brought and maintained only in the Iowa District Court for Dubuque. This Sublease shall be interpreted and construed to comply with Iowa Racing and Gaming Commission rules and regulations relating to live pari-mutuel greyhound racing, pari-mutuel wagering on simultaneously telecast horse or dog races, and land-based casino gambling, and all other applicable Iowa laws and regulations. This Sublease may be amended from time to time in accordance with Section 25.4, below, in order to comply with such laws and Iowa Racing and Gaming Commission rules and regulations. 25.3 Paragraph Headings. The titles to the paragraphs of this Sublease are solely for the convenience of the parties and may not be used to explain, modify, simplify or aid in the interpretation of the provisions of this Sublease. 25.4 Modification of Agreement. Any modification of this Sublease or additional obligation assumed by either party in connection with this Sublease will be binding only if evidenced in a writing duly executed by each party or an authorized representative of each party, and approved in writing by the entities listed in Section 11, herein. 25.5 Parties Bound. This Sublease is binding on and inures to the benefit of and must apply to the respective successors and assigns of DRA and the Iowa Greyhound Association. All references in this Sublease to "DRA" or "the Iowa Greyhound Association" will be deemed to refer to and include successors and assigns of DRA or the Iowa Greyhound Association without specific mention of such successors or assigns. 25.6 Force Majeure. In the event that either party hereto is delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability of construction materials, unavailability or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, explosions, hazardous conditions, fire, flood, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Sublease (collectively "Force Majeure"), then performance of such Page 21 act will be excused for the period of the delay and the period for the performance of any such act will be extended for a period equivalent to the period of such delay. 25.7. Conflict of Interest. Iowa Greyhound Association agrees that no officer, director, or employee of DRA who exercises or has exercised any functions of responsibility with respect to the Subleased Premises shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, in any contracts awarded by Iowa Greyhound Association for work to be performed or services to be provided to Iowa Greyhound Association in connection with the Subleased Premises at any time during such person's tenure. 25.8. Non -Discrimination. The Iowa Greyhound Association agrees that it will at all times conduct operations on the Subleased Premises for use by the general public without regard to race, color, age, disability, creed, religion, national origin, sex, or other legally protected category; provided, however, that the Iowa Greyhound Association may prepare and promulgate rules for the purpose of regulating the admission of persons for the purpose of conducting live dog racing, pari-mutuel wagering on live dog races and simultaneously telecasting horse or dog races in accordance with the regulations of the Iowa Racing and Gaming Commission. [SIGNATURE PAGES AND CONSENTS FOLLOW] Page 22 IOWA GREYHOUND ASSOCIATION, SUBLESSEE: BY: Bob Hardison President Date: DUBUQU B : CNG ASSOCIATION, LTD., SUBLESSOR: esus Avi es President & CEO Date: STATE OF IOWA, 41.\ On this \ct, day of kt) 20 \L-1, before me, a Notary Public in and for said county and state, personally appeared , to me personally known, who stated that he is the V.),)-,,i_dr,„ of Iowa Greyhound Association, and who acknowledged the execution hereof to be his voluntary ac�nd deed and the voluntary act and deed of said corporation. COUNTY ss: LL cU , Noti ublic, State pf Iowa STATE OF IOWA, DUBUQUE COUNTY ss: On this i day of NOVE,n3a, 20 111 before me, a Notary Public in and for said county and state, personally appeared „56.1),-.5 fivac-,5 , to me personally known, who stated that he is the FF6b)3Q6\rs- C20 of Dubuque Racing Association, Ltd., and who acknowledged the execution hereof to be his voluntary act and deed and the voluntary act and deed of said corpo ation. ANC n Nurnber7Nlaii: y lop 2015 Aci.Qte L. Notary Publi , State of Iowa Page 23 TRACEY L. STECKLEU$ Commission Number 71601e My Comm Exp. CITY OF DUBUQUE, IOWA CONSENT TO SUBLEASE The City of Dubuque, Iowa, as the owner and lessor of the Subleased Premises to the Dubuque Racing Association, LTD. hereby consents to the Sublease Agreement Between Dubuque Racing Association, LTD., as Sublessor, and Iowa Greyhound Association, as Lessee, dated 000, n , 2014. CITY OF DJJBUQUE, IOWA Attest: D. Buol, Mayor STATE OF IOWA, COUNTY OF DUBUQUE ss: On this °day of N o L.) & k(.4 20 / , before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Roy D. Buol and Kevin S. Firnstahl, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa; a municipal corporation; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation, by authority of its City Council, as contained in Resolution No. ,,:j€7) - t L -f passed by the City Council on the d J . i y and Roy D. Buol and Kevin S. Firnstahl acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. Cf1167<day Notary Public, State of Iowa Page 24 45", TH—T'r--IL. QL ASON ,` F �,r' emission Number 719986 My Commission Expires AMERICAN TRUST & SAVINGS BANK CONSENT TO SUBLEASE American Trust & Savings Bank, as lender and representative of lender(s) of the Dubuque Racing Association, Ltd., and as mortgagor and secured creditor with respect to the Subleased Premises, hereby consents to the Sublease Agreement Between Dubuque Racing Association, LTD., as Sublessor, and Iowa Greyhound Association, as Sublessee, dated OCTOBER 29 , 2014. AMERICAN TRUST & SAVINGS BANK i) VICTORIA J. RICHT SENIOR VICE PRESIDENT STATE OF IOWA, DUBUQUE COUNTY ss: On this 1ST day of DECEMBER' 201 , 4 before me, a Notary Public in and for l said county and state, personally appeared v r ORIA J. RICHTER , to me personally DENT. known, who stated that he is the SRVICE PREsiof American Trust & Savings Bank, and who acknowledged the execution hereof to be his voluntary act and deed and the voluntary act and deed of said corporation. „it AO 4/Air_ Notary Pu n( , State of Iowa Page 25 - EMILY MIDDENDORF Commission Number 770269_ My Comm. Exp. &Aft& EXHIBIT A SUBLEASED PREMISES Page 26 2ND FLOOR 1111111111111 1111111111111111 3RD FLOOR ACCESS TO ROOF 1303 1304 1305 1306 1307 -DRAFT DISCUSSION ONLY - EXHIBIT B AERIAL DIAGRAM OF AREA LEASED BY CITY OF DUBUQUE TO IGA -DRAFT FOR DISCUSSION ONLY- THE CITY OF EXHIBIT _8_ Masterpiece on the Mississippi Iowa Gre houn Association Lease Area Ma �AGIN) Mages aMa .:paMPYC afMala% atttln ALONG EXISTING FENCE LINE ALONG EXISTING FENCE LINE POINT OF INGRESS/EGRESS POINT OF INGRESS/EGRESS EXIST. HVAC EQUIP. EXCEPTION: EXIST. SHOP BUILDING POINT OF INGRESS/EGRESS POINT OF INGRESS/EGRESS ALONG EXISTING FENCE LINE EXIST. HVAC EQUIP. SCIA3MCR: This Information was compiled sing the Dubuque Area Geographic Informanen System ALIS). which includes date created by both the City of buque and Dubuque County. It is understood that, while • City of Dubuque and participating agencies waling the ort current and accurate Infamanon avagabI., OAGIS and suppliers de not w.rnnt the accuracy or currency of the felmanon or data contained herein. The City and partcipatag .odes .hall not b. held Moble for any 01,001, Indl,0tt, incidental, aguenn.l, punitive, .r .pedal damages, whether lonaee.bla or foreseeable. arising out a1 the authorised or unauthorised un of n data or the 'nobility to use this data or out of any brash 01 • ALONG EXISTING 1,; BUILDING LINE j • 414 >0 ALONG EXISTING FENCE LINE ALONG EXISTING CURB LINE EXIST. GATE POINT OF INGRESS/EGRESS ALONG CENTER- LINE OF EXISTING DRIVEWAY ALONG EXISTING FENCE EXISTING DRA LEASE BOUNDARY 1 inch = 150 feet 150 75 0 150 Feet VV LEASE AREA Map Prepared by: City of Dubuque Engineering Division 50 West 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4270 Fax (563) 589-4205 PnatPate 49-17-2014 EXHIBIT C INSURANCE SCHEDULE A Page 31 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders Insurance Schedule A shall furnish a signed Certificate of Insurance (COB to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to contract or lease commencement All lessees of City property acid Right of Way Permit Holders shall submit an updated COI annually, Each Certificate shall be prepared on the most current ACORD form approved by the Department of Insurance or an equivalent, Each certificate shall include a statement under Description of Operations as to why issued Eg: Project X or tease of premises at or construction of or right of way permitted location and description 2. AO policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide, 3. Each Certificate shall be furnished to the contracting department of the City of Dubuque. 4. failure to provide minimum coverage shall not be deemed a sva fuer of these requirements by the Crty of Dubuque.. Failure to obtain or maintain the required insurance shad be considered a material breach of this agreement 5. All required endorsements to various policies shall be attached to Certificate of insurance. 6. Whenever a specific ISO form is listed, an equivalent form may be substituted subject to the provider identifying and fisting in writing ail deviations and eat kions that differ from the ISO forrn. 7. Provider shad be required to carry the minimum coverage/limits, or greater if required by law or othe legal agreement, in Exhibit 1. O. Whenever an 150 form is referenced the current edition of the form must be used Page t of 3 Schedule A, Property Or Vendors (Supplier, Service Prnviders) Page 32 City of Dubuque insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders nsurance Schedule A continued Exhibit A) COMMERCIAL GENERAL meturr General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising injury Limit Each Occurrence Fire Damage I unit (aro-y nrcurrgmcc;) $ sosann Medical Payments $ 5/100 a) Coverage shall be written on an rxcurrence, not ciamis matte, form. All deviations f0;11 the standard ISO commercial general liability form CG 0001, or Business owners form (IP 0002, shall be clearly identified. b) Include ISO endorsement form CG 25 04 'Designated Lotation(s) General AreaW Limit' c) Include endorsement indicating that coverage is primary and non-contributore„ cl) Include endorsement to preserve Governmental immunity, (Sample attached). el Include an endorsement that deletes any fellow employee exclusion f) include additional insured endorsement for: The City of Dubuque, including all its elected and appointed offieials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use LSO form CG 20 10, (Ongoing operations). g)f vendor utilizes Trikkes or Segarays in the conduct of business, Include an endorsement reflecting that these vehicles are not excluded from Commercial General Liability coverage. 13) WORKERS" COMPENSATION & EMPLOYERS LiAsuirt Statutory benefits covering ail employees irilured on the lob by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Satuory—!tabe of Iowa Coverage 8 Employers Lialsility Each Accident Sloo,000 Each Employee-DIsease $100,000 Policy Limit -Disease $500,000 Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque. C) UMBRELLA LIABILITY $s,o ; Page 2 of 3 Schedule A, Property Or Vendors (Suppliers, Service Providers) Page 33 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders Preservation of Govern ental Immunities Endorsement 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. CI 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 leave 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 G 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. .n.I nia of Cover e. The insurance carrier s II not deny cover.e under this poky and the insurance carrier shall not deny any of the rights and beneftts 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 Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy, SPECIMEN Page 3 of 3 Schedule A, Property Or Vendors /Suppliers, ServiceAnders) Page 34 LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND IOWA GREYHOUND ASSOCIATION THIS LEASE AGREEMENT (the Lease), dated for reference purposes the day of 2014, is made and entered into by and between the City of Dubuque, an Iowa municipal corporation, (Lessor or City) and Iowa Greyhound Association, an Iowa not for profit corporation (Lessee). RECITALS Whereas, Lessor is the owner of the real estate and improvements thereon described on Exhibit A attached hereto and by this reference made a part hereof (real estate and improvements collectively the "Demised Premises"); and Whereas, Lessor desires to lease the Demised Premises to Lessee to conduct live dog racing, pari-mutuel wagering on live dog races and simultaneously telecast horse or dog races; and Whereas, Lessee desires to lease the Demised Premises from Lessor for such use; and Whereas, Lessor and Lessee desire to enter into this Lease in connection with therewith. Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree upon the following mutual terms and conditions: SECTION 1. DEMISE AND TERM; RENT. 1 .1 Initial 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 Demised Premises, subject to any easements and restrictions of record, for an Initial Term of five years commencing on the 15t day of January, 2015, and ending on the 31 sc day of December, 2019, subject to all of the terms, covenants, conditions and agreements contained herein. (2) Lessee must pay Lessor (in addition to taxes, fees, assessments, and other charges required to be paid under this Lease by Lessee) rent for the Demised Premises in the amount of $1 .00 per year on January 1 , 2015 and on 102914ba1 the first day of January of each year thereafter during the Initial Term. 1 .2 Renewal Term. (1) Lessee will have a single option to renew this Lease for an additional five years commencing on the 1 sc day of January, 2020, and ending on the 31 sc day of December, 2024 at a fair market rental rate in addition to taxes, fees, assessments, and other charges required to be paid under this Lease by Lessee. (2) If the parties are unable to reach agreement on the fair market rental rate for purposes of the one five-year lease renewal by June 30, 2018, if Lessee requests arbitration concerning the renewal by June 18, 2018, the disputed terms of the Lease will be determined by binding arbitration in accordance with the rules of the American arbitration association as of the date for arbitration. A request for arbitration must be in writing and a copy of the request must be delivered to the other party. The parties will each select one arbitrator and the two arbitrators will choose a third arbitrator to complete the three-person arbitration panel. Each party will deliver its final offer on each of the disputed items to the other party within fourteen days after the request for arbitration. After consultation with the parties, the arbitrators will set a time and place for an arbitration hearing. The parties may continue to negotiate all offers until an agreement is reached or a decision is rendered by the arbitrators. For purposes of determining the fair market rental rate for purposes of the one five-year lease renewal, either party may argue, and present arguments and evidence, that the renewal lease rental rate should be based upon the market value of similarly situated undeveloped land, or upon its use as a greyhound track. The submission of the disputed items to the arbitrators will be limited to those items upon which the parties have not reached agreement. However, the arbitrators have no authority to extend the term of the lease beyond the initial five-year term or the one five-year renewal. (3) The arbitrators must render a decision within fifteen days after the hearing. The arbitrators will give written explanation for the decision and the decision of the arbitrators is final and binding on the parties, and any decision of the arbitrators may be entered in any court having competent jurisdiction. The decision by the arbitrators and the items agreed upon by the parties will be deemed to be the lease between the parties and such final lease is not subject to the approval of the governing body of the city of Dubuque, the Iowa greyhound association, the Iowa Racing and Gaming Commission, or any other government body. Each party to the arbitration will bear its own expenses, including attorney fees, and the parties will share equally the filing and other administrative fees of the American arbitration association and the expenses of the arbitrators. 1 .3 Lessee acknowledges and agrees that it is the intent of the parties that Lessor must not incur any costs related in any way to the financing, purchase, lease or operation of the Demised Premises which are not paid for or reimbursed by Lessee as 2 rent or otherwise. SECTION 2. LESSEE'S OBLIGATIONS. In addition to all other Lessee obligations set forth in this Lease, this Lease is contingent upon the following: (1) Lessee obtaining and maintaining a license pursuant to the requirements of Iowa Code § 99D.9A. (2) Employees at the racetrack enclosure involved in pari-mutuel wagering as of the live racing cessation date, as provided in section 99D.9A, must be offered employment by the Iowa greyhound association at the racetrack with such employment beginning January 1 , 2015. (3) Existing collective bargaining agreements concerning employees at the racetrack must be honored by Lessee. (4) Live dog racing requirements. Lessee must conduct, for calendar year 2015, no fewer than sixty live race days with nine live races per day during the racing season, and for calendar year 2016 and subsequent calendar years covered by the lease, no fewer than ninety-five live race days with nine live races per day during each racing season. However, upon mutual agreement by the parties subject to approval by the commission, the number of race days for one or more live racing seasons may be reduced so long as the Iowa greyhound association conducts a minimum number of live races and racing days during that season. Lessor may terminate this Lease as it pertains to the portion of the Demised Premises utilized for live racing on January 1 of the year following the calendar year in which such live dog racing was not conducted by Lessee. This Lease will remain in affect regarding the portion of the Demised Premises Lessee utilizes for simulcasting pursuant to the Sublease with Dubuque Racing Association executed in connection herewith provided Lessee remains licensed to operate simulcasting pari-mutuel wagering in Iowa. SECTION 3. TITLE TO TRADE FIXTURES, FURNITURE, FURNISHINGS, FIXTURES & EQUIPMENT, INTANGLIBLE PROPERTY AND INVENTORY; SUBSTITUTION. 3.1 Trade Fixtures. Trade Fixtures means all of Lessee's personal property located on the Demised Premises used in Lessee's business. Title to Lessee's Trade Fixtures is and must be the sole and exclusive property of Lessee during the term of this Lease. Lessor acknowledges and understands that it has no right, title or interest in or to Lessee's Trade Fixtures during the term of this Lease. Lessor acknowledges and agrees that Lessee has the right to encumber, sell, or hypothecate Lessee's Trade Fixtures, to remove them from the Demised Premises, or to otherwise deal with all or any portion of such Lessee's Trade Fixtures, in Lessee's sole discretion if the same can be accomplished without damage to the Demised Premises. Upon ten (10) days' prior 3 written notice to Lessor, Lessor must execute and deliver to Lessee a certificate in recordable form prepared by Lessee stating that Lessor has no interest or right in or to Lessee's Trade Fixtures, as well as any other or further document which Lessee may reasonably request from Lessor. 3.2 Lessor leases to Lessee during the Term the Furniture, Furnishings, Fixtures and Equipment on the Demised Premises owned by Lessor at the time of possession by Lessee. Furniture, Furnishings, Fixtures and Equipment means all furniture, fixtures, equipment and other personal property owned by Lessor and constituting a part of, used in connection with or available for use in connection with the Demised Premises, including all equipment and property Lessor currently utilizes or allows to be utilized by the Dubuque Racing Association for the operation of live and simulcast racing, but not including the following: [DRA to provide list] 3.3 Disposal of Furniture, Furnishings, Fixtures and Equipment. Lessee will have the right, from time to time, during the term of this Lease, to sell or otherwise dispose of any Furniture, Furnishings, Fixtures and Equipment situated on the Demised Premises, when in the judgment of the Lessee it has become obsolete, outworn or unnecessary in connection with the Leased Premises, provided, however, that Lessee must, in such instances (unless no substituted article or item is necessary) at its own expense, substitute for such items of Furniture, Furnishings, Fixtures and Equipment so sold or otherwise disposed of, a new or other item in substitution thereof, in like value and adapted to the use of the Demised Premises. SECTION 4. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST. 4.1 Lessee's Right to Encumber Leasehold Interest. Only with the prior written consent of Lessor, in Lessor's sole discretion, may Lessee encumber by mortgage, deed of trust or other proper instrument, its leasehold interest and estate in the Demised Premises, as security for any indebtedness of Lessee, and provided that no such encumbrance may extend beyond the term of this Lease. Lessee must provide prompt written request to Lessor of any such proposed encumbrance together with a copy of such encumbrance. In the event of any judicial or nonjudicial foreclosure under any mortgage, deed of trust or other similar instrument made by Lessee covering its leasehold interest in the Demised Premises, Lessor must, upon such foreclosure or sale, recognize the purchaser thereunder as Lessee under this Lease, provided such purchaser expressly agrees in writing to be bound by the terms of this Lease. 4.2 Notice to Holder of Encumbrance: Right of Holder to Cure Lessee's Default. If Lessee encumbers its leasehold interest and estate in the Demised Premises and if Lessee, or the holder of the indebtedness, its successors and/or assigns (the "Holder") secured by the encumbrance gives notice to Lessor of the existence of the encumbrance and the address of the Holder, then Lessor will mail or deliver to the Holder, at such address, a duplicate copy of all notices in writing which Lessor may, 4 from time to time, give or serve on Lessee under and pursuant to the terms and provisions of this Lease. The copies must be mailed or delivered to the Holder at, or near as possible to, the same time the notices are given to or served on Lessee. The Holder may, at its option, at any time before the rights of Lessee are terminated as provided in this Lease, pay any of the rents due under this Lease or pay any taxes and assessments, or do any other act or thing required of Lessee by the terms of this Lease, or do any act or thing that may be necessary and proper to be done in the observance of the covenants and conditions of this Lease or to prevent the termination of this Lease; provided, however, that the doing of any act or thing requiring possession of the Demised Premises is subject to the further rights of Holder as set forth in Section 17.2. All payments so made and all things so done and performed by the Holder are effective to prevent a foreclosure of the rights of Lessee thereunder as the same would have been if done and performed by Lessee. 4.3 Mechanic's Liens. Neither Lessee nor anyone claiming by, through, or under Lessee may file or place any mechanic's lien upon the Demised Premises and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service or labor for any building, improvement, alteration, repair or any part thereof, may at any time be or become entitled to any lien thereon, and for the further security of Lessor, Lessee covenants and agrees to give actual notice thereof in advance, to any and all contractors and subcontractors who may furnish or agree to offer any such material, service or labor. SECTION 5. TAXES AND FEES. 5.1 . Lessee agrees to pay all real estate taxes levied upon the real estate of the Demised Premises as provided for in its Sublease with the Dubuque Racing Association executed in connection herewith that become payable (as such taxes come due) during the term hereof and which would become delinquent if not so paid during the term hereof. 5.2. During the term of this Lease, Lessee agrees to pay any and all other taxes, fees (including but not limited to stormwater fees), rates, charges, levies and assessments, general and special, of every name, nature and kind, whether now known to the law or hereafter created, which may be taxed, charged, assessed, levied or imposed upon the Demised Premises as provided for in its Sublease with Dubuque Racing Association executed in connection herewith and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, any buildings or improvements thereon which may be taxed, charged, assessed, levied or imposed upon the leasehold estate hereby created and upon the reversionary estate in the Demised Premises during the term hereof and which become payable during the term hereof and which would become delinquent if not so paid during the term hereof, and all such other taxes, rates, charges, levies and assessments must be paid by Lessee as they become due and before they become delinquent during the term hereof. 5.3. Lessee agrees to timely pay all taxes, assessments or other public charges 5 levied or assessed by lawful authority (but reasonably preserving Lessee's rights of appeal) against the Trade Fixtures, Furniture, Furnishings, Fixtures and Equipment on the Demised Premises, during the term of this Lease. 5.4. Nothing herein requires Lessee to pay any of Lessor's income taxes, surtaxes, excess profit taxes or any taxes on the rents or otherwise reserved to Lessor hereunder. 5.5. Lessee has at all times the right to 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, is disputed with respect to the Demised Premises. Upon the conclusion of any such suit or proceedings, or not less than three (3) months prior to the date when the right to redeem therefrom expires, whichever will be the earlier, Lessee must promptly pay and satisfy such disputed tax, assessment or other charge as finally determined, together with all expenses, costs and attorneys' fees whatsoever incurred in connection therewith. SECTION 6. UTILITIES. Lessee must pay, before delinquency, all charges related to communications systems and services, telephone, cable, Internet, water, wastewater, stormwater, sewer, gas, heat, electricity, power, trash disposal, and not limited by the foregoing list, all other utilities and services of whatever kind and nature which may be used in or upon the Demised Premises in accordance with the terms of its Sublease with Dubuque Racing Association executed in connection herewith. SECTION 7. CONDITION OF DEMISED PREMIES AND REPAIRS. Lessee has made an adequate inspection of the Demised Premises and accepts same "As Is." Lessor makes no warranties or representations regarding the condition of the Demises Premises unless otherwise specifically stated herein. Lessee must at all times during the term of this Lease, at Lessee's expense, keep the Demised Premises, and all sidewalks, curbs, and all appurtenances to the Demised Premises, in good order, condition and repair, casualties and ordinary wear and tear excepted. Lessee must keep and maintain the Demised Premises in a condition consistent with other similarly classed operations. Lessee must keep the Demised Premises in such condition as may be required by law and by the terms of the insurance policies furnished pursuant to this Lease, whether or not such repair must be interior or exterior, and whether or not such repair must be of a structural nature. Upon reasonable notice to Lessee, Lessor may, at its discretion and at its cost, conduct an annual inspection of the Demised Premises to determine Lessee's compliance with this Section 7. SECTION 8. COMPLIANCE WITH LAW. 8.1 During the term of this Lease, Lessee must comply with all local, state and federal laws applicable to Lessee's use of the Demised Premises, including but not limited to the Americans with Disabilities Act and the Iowa Smoke Free Air Act. 6 8.2 Lessee may not commit waste on the Demised Premises except as necessary for its business purposes including the removal or construction of any buildings and Improvements on the Demised Premises, and is liable for any damages to or destruction of any buildings or improvements on the Demised Premises resulting from waste and will repair or rebuild such buildings or improvements. Lessee may remove existing improvements or construct new improvements on the Demised Premises subject to all of the terms and conditions of this Lease provided Lessee has received the prior approval of Lessor. SECTION 9. ALTERATIONS. Lessee may, with Lessor's prior written consent if granted in Lessor's sole discretion, to make any alteration, addition, or modification to the Demised Premises ("Lessee Improvements") that equals or exceeds Ten Thousand and 00/100 Dollars ($10,000.00) in cost, at Lessee's expense, from time to time during the term of this Lease. Any alteration, addition or modification of the Demised Premises by Lessee at a cost of less than Ten Thousand and 00/100 Dollars ($10,000.00) does not require Lessor's consent, but must be made solely at Lessee expense and only after not less than sixty (60) days prior written notice to Lessor of such alteration, addition or modification. Plans and specifications with respect to the Lessee Improvements and the construction of the Lessee Improvements must be in conformity with all applicable laws and regulations. Lessee must submit to Lessor, for approval by Lessor, plans, drawings, specifications, and related documents with respect to the Tenant Improvements to be constructed by Lessee on the Demised Premises. All work with respect to the Lessee Improvements must be in substantial conformity with the construction plans approved by Lessor. All alterations, additions, or modifications to the Demised Premises must be coordinated with the then-existing improvements on the Demised Premises and any other Lessee improvements in the general vicinity of the Demised Premises. SECTION 10. USE OF DEMISED PREMISES. 10.1 . Lessee must operate the Demised Premises solely for live dog racing, pari- mutuel wagering on live dog races and simultaneously telecast horse or dog races and may not knowingly use or allow the Demised Premises or any buildings or improvements thereon or any appurtenances thereto, to be used or occupied for any or purpose or any unlawful purpose or in violation of any certificate of occupancy. Lessee may contract with a subcontractor licensed by the Iowa Racing and Gaming Commission to assist Lessee's operation of the live and simulcasting racing business. Lessee may not suffer any act to be done or any condition to exist within the Demised Premises, or permit any article to be brought therein, which is dangerous, unless safeguarded as required by law, or which, in law, constitutes a nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto. 10.2 Lessee must take all reasonable steps to implement a smooth transition from the current lessee to Lessee, holding Lessor harmless from any claims arising therefrom. 10.3. During the term of this Lease, Lessee may not change the use of the Demised Premises. 10.4. Lessee may not cause, allow or permit any outdoor storage of any materials, objects or things of any kind, including refuse, trash or garbage, at any time on the Demised Premises. Notwithstanding the foregoing, refuse storage is permissible in an accessory storage enclosure if the City Manager determines that the structure is in character with the principal building being served and constructed of the same quality permanent materials as the principal building being served. The accessory structure must be within close proximity to the principal building being served. Where the structure exceeds 200 square feet in area, at least 1/3 of the structure's exterior perimeter must be landscaped with ornamental trees and shrubs. SECTION 11. INSURANCE 11 .1 . Lessee must maintain during the term of this Lease insurance as set forth in the City's standard Insurance Schedule for Lessees of City Property, as such uniform, standardized schedule may from time to time be amended. The current Insurance Schedule (Insurance Schedule A) is attached to this Lease as Exhibit B. Lessor must provide written notice of any amendment to the Insurance Schedule not less than sixty days prior to the effective date of such amendment. 11 .2. During construction of any Lessee Improvements or other alteration, addition or modification on the Demised Premises, Lessee must maintain builder's risk insurance, written on the Special Perils Form in an amount equal to one hundred percent (100%) of the replacement value of Improvements as the same exists from time to time during the construction process. 11 .3. Lessee must maintain, or cause to be maintained, at its cost and expense (and from time to time at the request of City must furnish proof of the payment of premiums on), property insurance against loss and/or damage to improvements under an insurance policy written on the Special Perils Form in an amount not less than the full insurable replacement value of improvements, but any such policy may have a deductible amount of not more than $50,000.00. No policy of insurance may be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by City. The term "replacement value" must mean the actual replacement cost of improvements (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and equipment, and will be determined from time to time at the request of City, but not more frequently than once every three years, and paid for by Lessee. 11 .4. All insurance required by this Section must be taken out and maintained in responsible insurance companies selected by Lessee which are authorized under the laws of the State of Iowa to assume the risks covered thereby or Lessee may at its election self-insure itself pursuant to the aforementioned guidelines. Lessee must deposit annually by not later than July 1 of each year with City a certificate or 8 certificates or binders of the respective insurers stating that such insurance is in force and effect. Lessee must furnish City evidence satisfactory to City that the policy has been renewed or replaced by another policy conforming to the provisions of this , or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Lessee may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Lessee must deposit with City a certificate or certificates of the respective insurers as to the amount of coverage in force upon Improvements, provided, however, the specific limit may not be impaired. 11 .5. Lessee agrees to notify City immediately in the case of damage exceeding $50,000.00 in amount to, or destruction of, the Demised Premises or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance (Net Proceeds), must be paid directly to Lessee, and Lessee must forthwith repair, reconstruct and restore the Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Lessee must apply the Net Proceeds of any insurance relating to such damage received by Lessee to the payment or reimbursement of the costs thereof, subject, however, to the terms of any mortgage encumbering title to the Property. 11 .6. Lessee must complete the repair, reconstruction and restoration of the Demised Premises, whether or not the Net Proceeds of insurance received by Lessee for such purposes are sufficient. SECTION 12. LESSOR'S WARRANTIES AND REPRESENTATIONS. Lessor covenants and warrants that Lessor is lawfully in possession of the Demised Premises, and that it has (or will have) full right and authority to enter into this Lease for the full term hereof. Lessor warrants to Lessee that the Demised Premises are properly zoned for Lessee's use as contemplated by this Lease. SECTION 13. LESSEE'S WARRANTIES AND REPRESENTATION 13.1 . Lessee Compliance With Law. (1) Lessee covenants and agrees that Lessee will comply with all applicable local, state and federal laws, rules, regulations and permits with regard to the Demised Premises and its use, occupancy and control of the Demised Premises. (2) Lessee covenants and agrees that Lessee must be responsible for obtaining any and all applicable permits, licenses or authorizations as may be necessary for Lessee's use, occupancy and control of the Demised Premises, the obtaining thereof being a conditioned precedent to this Lease. 13.2 Environmental Matters. 9 (1) Lessee covenants and agrees that Lessor will have no responsibility for or liability arising from any release of a Hazardous Substance which is caused by or results from or during Lessee's use, occupancy or control of the Demised Premises, except for Lessor Hazardous Substances (any Hazardous Substance which leaches or migrates upon the Demised Premises from any property owned by Lessor). Lessee may not have any responsibility for any Hazardous Substance which leaches or migrates upon the Demised Premises from any adjacent property or any release of a Hazardous Substance which is caused by Lessor or which pre-exists the date of this Lease, except that Lessee must cooperate fully with any response to such release by Lessor or others. (2) Lessee covenants and agrees to notify Lessor promptly of any release of Hazardous Substance in, on or about the Demised Premises of which Lessee has knowledge. (3) Lessee covenants and agrees to promptly take any and all necessary and appropriate response to address any release of Hazardous Substance for which Lessee is responsible. Such response must include, without limitation, notification to appropriate governmental authorities, as may be required by law. (4) Lessee covenants and agrees not to manufacture, treat or dispose of Hazardous Substances at the Demised Premises or knowingly allow the manufacture, treatment, or disposal of Hazardous Substances on the Demised Premises. Lessee covenants and agrees to use and store any Hazardous Substances at the Demised Premises only in full accordance with law. (5) For the purposes of this Lease, "Hazardous 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 4556, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1321), (v) defined as a "hazardous waste pursuant to § 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, U.S.0 § 9601 et seq., or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq.] The term "Hazardous Substance" does not include any air emissions discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental agency. SECTION 14. LESSOR RIGHTS OF ACCESS. 10 14.1 . Right of Entry for Utility Service. Lessor reserves for itself, and any public utility company, as may be appropriate, the unqualified right to enter upon the Project at all reasonable times for the purpose of reconstructing, maintaining, repairing, or servicing the public utilities located within the boundary lines of the Demised Premises. Before entering the Project for any such purpose, reasonable notification of the party's intent to enter the Project must first be provided to Lessee. 14.2. Lessee Not to Construct Over Utility Easements. Lessee may not construct any building or other structure or improvements on, over, or within the boundary lines of any easement for public utilities unless such construction is provided for in such easement or has been approved by Lessor in writing. If approval for such construction is requested by Lessee, Lessor will use its best efforts to assure that such approval will not be withheld unreasonably. SECTION 15. INDEMNIFICATION. 15.1 Indemnification of Lessee. To the extent allowed by law, Lessor will indemnify and save harmless Lessee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Lessee by reason of (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Demised Premises and resulting from any act or omission of Lessor or anyone acting by, through, or under Lessor, (b) any failure on the part of Lessor to perform or comply with any of the terms of this Lease and (c) any breach on the part of Lessor of any warranty or representation contained in Section 12. In case any action, suit or proceeding is brought against Lessee by reason of such occurrence, Lessor will, at Lessor expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by Lessee, which approval will not be unreasonably withheld. 15.2 Indemnification of Lessor. Lessee will 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 by Lessee or anyone claiming by, through or under Lessee during the term of the Lease and (b) any failure on the part of Lessee to perform or comply with any of the terms of this Lease, and (c) any material breach on the part of Lessee of any warranty or representation contained in Section 13. In case any action, suit or proceeding is brought against Lessor by reason of such occurrence, Lessee will, at Lessee's expense and discretion, either defend such action, suit or proceeding, or cause the same to be defended by counsel approved by Lessor, which approval will not be unreasonably withheld. 15.3 Survival. The obligations and liabilities under this Section survive and continue in ii full force and effect and may not be terminated, discharged or released, in whole or in part, irrespective of the termination or expiration of the term of this Lease. SECTION 16. CONDEMNATION. 16.1 Entire Condemnation. If at any time during the term of this Lease all or substantially all of the Demised Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then this Lease will terminate on the date of vesting of title in such taking and any prepaid rent will be apportioned as of said date. Substantially all of the Demised Premises will be deemed to have been taken if the remaining portion of the Demised Premises will not be of sufficient size to permit Lessee, in Lessee's sole discretion, to operate its business thereon in a manner similar to that prior to such taking. 16.2 Allocation of Award. Any award for such taking of all or substantially all of the Demised Premises will be paid to the parties hereto in accordance with the following: (1) 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 Tenant Improvements, and all other sums not directly attributable to the value of the Land constituting the Demised Premises; (2) To Lessee, the entire award except that portion allocated to Lessor above. 16.3 Partial Condemnation. (1) If less than all or substantially all of the Demised Premises or the improvements thereon are taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority, then Lessee, at its option, may elect to continue this Lease in full force and effect or terminate this Lease. If Lessee elects to maintain this Lease in full force and effect, the award for such partial condemnation will be allocated as provided in Section 16.2, and Lessee must proceed with reasonable diligence to carry out any necessary repair and restoration so that the remaining improvements and appurtenances must constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Lease. In the event Lessee elects to continue this Lease in full force and effect after a partial condemnation, the Base Rent will be reduced in proportion to the area of the Demised Premises taken. (2) Should Lessee elect to terminate this Lease upon a partial condemnation, Lessee must provide Lessor with written notice of such election within thirty (30) days after the date of vesting of title for such taking. Lessee must specify in such written notice the date on which this Lease will terminate, which date may be not 12 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 Section 16.3, Lessee will be entitled to the entire award for such partial taking. 16.4 Temporary Taking. If the temporary use of the whole or any part of the Demised Premises or the appurtenances thereto is taken at any time during the term of this Lease in the exercise of the power of eminent domain by any sovereign, municipality, or other authority, the term of this Lease will not be reduced or affected in any way, and Lessee must continue to pay in full the rent, additional rent and other sum or sums of money and charges herein reserved and provided to be paid by Lessee, and the entire award for such temporary taking will be paid to Lessee. Lessee must repair and restore any and all damage to the Demised Premises and the Improvements as soon as reasonably practicable after such temporary taking. SECTION 17. ASSIGNMENT AND SUBLETTING. This Lease may not be assigned or sublet by Lessee. SECTION 18. DEFAULT. 18.1 Lessor's Rights in the Event of Lessee's Default. 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, and the default must continue for a period of thirty (30) days after written notice from Lessor setting forth the nature of Lessee's default, then and in any such event, Lessor has the right at its option, on written notice to Lessee, to terminate this Lease. Lessor thereafter has the right to enter and take possession of the Demised Premises, including but not limited to Furniture, Furnishings, Fixtures, Equipment, Intangible Property and Inventory, and to remove all other personal property from the Demised Premises and all persons occupying the Demised Premises and to use all necessary and legal force therefor and in all respects to take the actual, full and exclusive possession of the Demised Premises and every part of the Demised Premises as of Lessor's original estate, without incurring any liability to Lessee or to any persons occupying or using the Demised Premises for any damage caused or sustained by reason of such entry on the Demised Premises or the removal of persons or property from the Demised Premises. Lessor has all other rights available to it provided by law or equity, including recovery of costs (including but not limited to attorneys' fees) associated with enforcement of this Lease. 18.2 Lessee's Rights in the Event of Lessor's Default. If Lessor fails or neglects to observe, keep or perform any of the covenants, terms or conditions contained in this Lease on its part to be observed, kept or performed, and the default continues for a period of thirty (30) days after written notice from Lessee setting forth the nature of Lessor's 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 Lessor has to cure the same will be extended for such period as may be necessary to complete the same with all due diligence, but in no event longer than ninety (90) days), then and in 13 any such event, Lessee will have all rights available to it provided by law or equity including recovery of costs (including but not limited to attorneys' fees) associated with enforcement of this Lease. SECTION 19. RIGHT TO CURE OTHER'S DEFAULTS. Whenever and as often as a party fails or neglects to comply with and perform any term, covenant, condition or agreement to be complied with or performed by such party hereunder, then, following thirty (30) days' prior written notice to such defaulting party (or such additional time to cure as may be accorded Lessee pursuant to Section 18.1 above, but in no event longer than ninety (90) days), the other party, at such other party's option, in addition to all other remedies available to such other party, may perform or cause to be performed such work, labor, services, acts or things, and take such other steps, including entry onto the Demised Premises, as such other party may deem advisable, to comply with and perform any such term, covenant, condition or agreement which is in default, in which event such defaulting party must reimburse such other party upon demand, and from time to time, for all costs and expenses suffered or incurred by such other party in so complying with or performing such term, covenant, condition or agreement. The commencement of any work or the taking of any other steps or performance of any other act by such other party pursuant to the immediately preceding sentence will not be deemed to obligate such other party to complete the curing of any term, covenant, condition or agreement which is in default. Either party, upon giving twenty (20) days' written notice to the other, may offset amounts due to the other party for any amounts the notifying party pays or incurs hereunder proper the obligation of the other party to whom such notice is sent. SECTION 20. QUIET ENJOYMENT. Lessor covenants that at all times during the term of this Lease, so long as Lessee is not in default hereunder, Lessee's quiet enjoyment of the Demised Premises or any part thereof will not be disturbed by any act of Lessor, or of anyone acting by, through or under Lessor (except for those rightful acts in the name of Lessor as a municipal government). SECTION 21. ESTOPPEL CERTIFICATES. Each party hereto agrees that at any time and from time to time during the term of this Lease, within ten (10) days after request by the other party hereto or by any lender having an interest in Lessee's leasehold estate, it will execute, acknowledge and deliver to the other party or to such lender or any prospective purchaser, assignee or any mortgagee designated by such other party, a certificate stating (a) that this Lease is unmodified and in force and effect (or if there have been modifications, that this Lease is in force and effect as modified, and identifying the modification agreements), (b) the date to which rent has been paid, (c) whether or not there is any existing default by Lessee in the payment of any rent or other sum of money hereunder, and whether or not there is any other existing default by either party hereto with respect to which a notice of default has been served, and, if there is any such default, specifying the nature and extent thereof; and (d) whether or not there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate. 14 SECTION 22. WAIVER. No waiver by either party hereto of any breach by the other of any term, covenant, condition or agreement herein and no failure by any party to exercise any right or remedy in respect of any breach hereunder, will constitute a waiver or relinquishment for the future of any such term, covenant, condition or agreement or of any subsequent breach of any such term, covenant, condition or agreement, nor bar any right or remedy of the other party in respect of any such subsequent breach, nor will the receipt of any rent, or any portion thereof, by Lessor, operate as a waiver of the 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. SECTION 23. SURRENDER. Lessee must, on the last day of the term of this Lease or upon any termination of this Lease, surrender and deliver up the Demised Premises, with the Improvements then located thereon into the possession and use of Lessor, without fraud or delay and in good order, condition and repair, reasonable wear and tear excepted, free and clear of all lettings and occupancies, free and 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. Lessee's Trade Fixtures and other belongings of Lessee in the Demised Premises (excluding Furniture, Fixtures, Intangible Property and Equipment) will be and remain the property of Lessee, and Lessee will have a reasonable time after the expiration of the term of this Lease (not to exceed thirty (30) days) to remove the same. Furniture, Fixtures, and Equipment must remain at the Demised Premises as property of Lessor. Such period will not be considered a holdover. No holdover is allowed. SECTION 24. MEMORANDUM OF LEASE. Each of the parties hereto will, promptly upon request of the other, execute a memorandum of this Lease in a form suitable for recording setting forth the names of the parties hereto and the term of this Lease, identifying the Demised Premises, and also including such other clauses therein as either party may desire. SECTION 25. NOTICES. 25.1 All notices, demands or other writings in this Lease provided to be given or made or sent, or which may be given or made or sent, by either party to the other, will be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and by email or facsimile addressed as follows: To Lessor: City of Dubuque, Iowa Attn: City Manager City Hall 15 50 West 13th Street Dubuque, IA 52001-4864 Telephone: 563-589-4110 Facsimile: 563-589-4149 With a copy to: City AttorneX 50 West 13� Street Dubuque, IA 52001-4864 Telephone: 563-589-4110 Facsimile: 563-589-4149 To Lessee: Iowa Greyhound Association Attn: Bob Hardison 19149 Hwy 175 Onawa, IA 51040 With a copy to: Crawford & Mauro Law Firm Attn: Jerry Crawford 1701 Ruan Center Des Moines, IA 50315 Telephone: 515-245-5420 Facsimile: 515-245-5421 25.2 The address and/or facsimile number to which any notice, demand or other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided. SECTION 26. MISCELLANEOUS. 26.1 Time of the Essence. Time is of the essence of this Lease and all of its provisions. 26.2 Governing Law. It is agreed that this Lease will be governed by, construed and enforced in accordance with the laws of the State of Iowa. 26.3 Paragraph Headings. The titles to the paragraphs of this Lease are solely for the convenience of the parties and may not be used to explain, modify, simplify or aid in the interpretation of the provisions of this Lease. 26.4 Modification of Agreement. Any modification of this Lease or additional obligation assumed by either party in connection with this Lease will be binding only if evidenced in a writing signed by each party or an authorized representative of each party. 26.5 Parties Bound. This Lease is binding on and inures to the benefit of and must apply to the respective successors and assigns of Lessor and Lessee. All references in 16 this Lease to "Lessor" or "Lessee" will be deemed to refer to and include successors and assigns of Lessor or Lessee without specific mention of such successors or assigns. 26.6 Force Majeure. In the event that either party hereto is delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability of construction materials, unavailability or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, explosions, hazardous conditions, fire, flood, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Lease (collectively "Force Majeure"), then performance of such act will be excused for the period of the delay and the period for the performance of any such act will be extended for a period equivalent to the period of such delay. [SIGNATURE PAGES FOLLOW] 17 CITY OF DUBUQUE, IOWA IOWA GREYHOUND ASSOCIATION By: Roy D. Buol, Mayor Bob Hardison, President Attest: Kevin S. Firnstahl, City Clerk 18 EXHIBIT A DEMISED PREMISES 19 EXHIBIT A Iowa Grei hound Association Lease Area Ma EXIST. GATE - POINT OF INGRESS/EGRESS int LaNaa•• Mtt leormtur• ardor' • �fv �+� ••A�t►tl.►, cm./ M IagM sit Cty tt rw• ht Oar Cwr• b ♦ M/woMNil •W. wear :t. Of D•t•mo• aro trt•G1pasma •sbN Ms v.�r.•�1 ••t ers.•waa •d►T.Mw• WG2S t•f wo rir • at .eat .err ••l 1 o • AD..., •.. •• •rte / •.. natal r tam cwt... Saar•. It. ,to lose ro r14yY.y -w• NAnd ay.. tyle tsr ••r tore.. r•yrrtt •vltrrtl »t•ItrtL st.Ntis, x "pool al•tiNe S•Q.M 1t.1141••.d• •r sf-i. . s i ala r . v r :. 1M • se .I r •n love s % el 1 inch = 150 feet 150 0 150 Feet Map Prepared by City at Ouanpue Engnserng t)nnsi0n 50 West 131h SUeet Dubuque, lows 52001 Pune (5e3) 58S-4270 Fax t5e3) 569-4205 EXHIBIT B INSURANCE SCHEDULE A 21 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders Insurance Schedule A 1. shall furnish a signed Certificate of Insurance(COI)to the City of Dubuque,Iowa for the coverage required in Exhibit I prior to contract or lease commencement.All lessees of City property and Right of Way Permit Holders shall submit an updated COI annually.Each Certificate shall be prepared on the most current ACORD form approved by the Department of Insurance or an equivalent. Each certificate shall include a statement under Description of Operations as to why issued.Eg: Project # or Lease of premises at or construction of or right of way permitted location and description 2. All policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and all carriers shall have a rating of A or better in the current A.M.Best's Rating Guide. 3. Each Certificate shall be furnished to the contracting department of the City of Dubuque. 4. 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. 5. All required endorsements to various policies shall be attached to Certificate of insurance. 6. Whenever a specific ISO form is listed,an equivalent form may be substituted subject to the provider identifying and listing in writing all deviations and exclusions that differ from the ISO form. 7. Provider shall be required to carry the minimum coverage/limits,or greater if required by law or other legal agreement,in Exhibit I. 8. Whenever an ISO form is referenced the current edition of the form must be used. Page 1 of 3 Schedule A,Property Or Vendors(Suppliers,Service Providers) 22 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders Insurance Schedule A (continued) Exhibit A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit $11000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit(any one occurrence) $ 50,000 Medical Payments $ 51000 a) Coverage shall be written on an occurrence,not claims made,form. All deviations from the standard ISO commercial general liability form CG 0001,or Business owners form BP 0002, shall be clearly identified. b) Include ISO endorsement form CG 25 04 `Designated Location(s)General Aggregate Limit." c) Include endorsement indicating that coverage is primary and non-contributory. d) Include endorsement to preserve Governmental Immunity.(Sample attached). e) Include an endorsement that deletes any fellow employee exclusion. f) Include additional insured endorsement for; 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.Use ISO form CG 20 10. (Ongoing operations). g) If vendor utilizes Trikkes or Segways in the conduct of business,include an endorsement reflecting that these vehicles are not excluded from Commercial General Liability coverage. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Statutory—State of Iowa Coverage B Employers Liability Each Accident $100,000 Each Employee-Disease $100,000 Policy Limit-Disease $500,000 Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque. C) UMBRELLA LIABILITY $5,000,000 Page 2 of 3 Schedule A,Property Or Vendors(Suppliers,Service Providers) 23 City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of Way Permit Holders Preservation of 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 tithe to time. 2. Claims Coverage.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 irl MUnity,and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non-Denial of Coverage.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"change in Policy.The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. P E Page 3 of 3 Schedule A, Property Or Vendors(suppliers,Service Providers) 24 —DRAFT FOR DISCUSSION ONLY - 1 SUBLEASE AGREEMENT BETWEEN DUBUQUE RACING 2 ASSOCIATION, LTD., AS SUBLESSOR, AND 3 IOWA GREYHOUND ASSOCIATION, AS LESSEE 4 5 6 This Sublease Agreement between the Dubuque Racing Association, Ltd. 7 ("DRA"), an Iowa nonprofit corporation, as Sublessor, and the Iowa Greyhound 8 Association, LLC, an Iowa nonprofit corporation, as Sublessee, is dated for reference 9 purposes this October 29, 2014. 10 11 Whereas, DRA is the lessee of the real estate and improvements thereon 12 described on Exhibit A attached hereto and by this reference made a part hereof (real 13 estate and improvements collectively referred to as the "said Premises" or "Subleased 14 Premises"); and 15 16 Whereas, DRA, as Sublessor, desires to sublease said Premises to the Iowa 17 Greyhound Association to conduct live dog racing, pari-mutuel wagering on live dog 18 races and simultaneously telecast horse or dog races in accordance with the provisions 19 of Senate File 2362 (2014 Iowa Acts Chapter 1126) as enacted by the 85th Iowa 20 General Assembly and signed into by the Governor of Iowa on or about May 30, 2014; 21 and 22 23 Whereas, the Iowa Greyhound Association desires to sublease the said 24 Premises from DRA for such use; and 25 26 Whereas, DRA and the Iowa Greyhound Association desire to enter into this 27 Sublease in connection therewith. 28 29 Therefore, for good and valuable consideration, the receipt and sufficiency of 30 which is hereby acknowledged, the parties agree upon the following mutual terms and 31 conditions: 32 33 SECTION 1. TERM; RENT. 34 35 1.1 Initial Term. 36 37 (1) In consideration of the rents hereinafter reserved and the terms, 38 covenants, conditions and agreements set forth in this Sublease, DRA hereby 39 subleases to the Iowa Greyhound Association the Subleased Premises, subject 40 to any easements and restrictions of record, for an Initial Term of five years 41 commencing on the 1st day of January, 2015, and ending on the 31st day of 42 December, 2019, subject to all of the terms, covenants, conditions and 43 agreements contained herein. 44 45 (2) (a) With respect to all portions of the Subleased Premises other than that —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 46 portion designated in Exhibit A for the operation of the pari - 47 mutuel wagering on simultaneously telecast horse or dog 48 races as authorized by Senate File 2362, 85th Iowa General 49 Assembly (hereafter "SF 2362"), and as a condition this 50 sublease, Iowa Greyhound Association shall pay, in addition 51 to taxes, fees, assessments, and other charges required to 52 be paid by the Iowa Greyhound Association under this 53 Sublease, the rental sum specified in the lease agreement 54 between Iowa Greyhound Association and the City of ss Dubuque for those portions of the racetrack enclosure 56 located outside of the Mystique casino building. 57 58 (b) For Iowa Greyhound Association's operation of pari - 59 mutuel wagering on simultaneously telecast horse or dog 60 races as authorized by SF 2362 and the Iowa Racing 61 Association, in the Subleased Premises or any portion 62 thereof, the Iowa Greyhound Association shall pay, during 63 the initial five-year term as rental, on a monthly basis on a 64 day or date of each month to be set by DRA in consultation 65 with Iowa Greyhound Association, five -percent (5%) of 66 import handle on simultaneously telecast horse or dog 67 races, after deducting: (a) payouts to wagerers, and (b) 68 operational expenses of simulcasting (which shall not 69 include either (i) capital expenditures or (ii) expenses from 70 live greyhound racinq).five percent (5%) of import handle on 71 simultaneously telecast horse or dog races. Iowa 72 Greyhound Association shall deliver payment no later than 73 the day or date of each month set by DRA; any failure to 74 deliver such payment as and when due shall be deemed a 75 material breach by Iowa Greyhound Association of this 76 Sublease Agreement. Sublessor may, in its sole discretion 77 and without waiver of such breach, extend the date for a 78 rental payment, provided that any such extension shall bear 79 rate at the rate of 2% compound interest per month until 80 paid. 81 82 1.2 Optional Renewal Term. 83 84 (1) Iowa Greyhound Association will have a single option 85 to renew this Sublease for an additional five years 86 commencing on the 1St day of January, 2020, and ending on 87 the 31st day of March, 2024. DRA's current lease of the said 88 Premises expires March 31, 2024. In the event the City of 89 Dubuque and DRA extend the lease for the said Premises to 90 or beyond December 31, 2025, the Renewal Term shall end —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 91 on the 31st day of December, 2025. Rent shall be at a fair 92 market rate in addition to taxes, fees, assessments, and 93 other charges required to be paid under this Sublease by the 94 Iowa Greyhound Association. 95 96 (2) If the parties are unable to reach agreement on the 97 fair market rental rate for purposes of the one five-year lease 98 renewal by June 30, 2018, and if the Iowa Greyhound 99 Association requests arbitration concerning the renewal by 100 June 18, 2018, the disputed terms of the Sublease will be 101 determined by binding arbitration in accordance with the 102 rules of the American Arbitration Association as of the date 103 for arbitration. A request for arbitration must be in writing and 104 a copy of the request must be delivered to the other party. 105 The parties will each select one arbitrator and the two 106 arbitrators will choose a third arbitrator to complete the 107 three-person arbitration panel. Each party will deliver its final 108 offer on each of the disputed items to the other party within 109 fourteen days after the request for arbitration. After 110 consultation with the parties, the arbitrators will set a time 111 and place for an arbitration hearing. The parties may 112 continue to negotiate all offers until an agreement is reached 113 or a decision is rendered by the arbitrators. For purposes of 114 determining the fair market rental rate for purposes of the 115 one five-year lease renewal, either party may argue, and 116 present arguments and evidence, that the renewal lease 117 rental rate should be based upon the market value of 118 similarly situated undeveloped land, or upon its use as a 119 greyhound track. The submission of the disputed items to 120 the arbitrators will be limited to those items upon which the 121 parties have not reached agreement. However, the 122 arbitrators have no authority to extend the term of the lease 123 beyond the initial five-year term or the one five-year renewal. 124 Any such arbitration shall take place in the City of Dubuque, 125 unless otherwise agreed. 126 127 (3) The arbitrators must render a decision within fifteen 128 days after the hearing. The arbitrators will give written 129 explanation for the decision and the decision of the 130 arbitrators is final and binding on the parties, and any 131 decision of the arbitrators may be entered in any court 132 having competent jurisdiction. The decision by the arbitrators 133 and the items agreed upon by the parties will be deemed to 134 be the lease between the parties and such final lease is not 135 subject to the approval of the governing body of the City of —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 136 Dubuque, the Iowa Greyhound Association, the Iowa Racing 137 and Gaming Commission, or any other government body. 138 Each party to the arbitration will bear its own expenses, 139 including attorney fees, and the parties will share equally the 140 filing and other administrative fees of the American 141 Arbitration Association and the expenses of the arbitrators. 142 143 (4) Notwithstanding any other provision of this sublease 144 agreement, or in Iowa Greyhound Association's lease with 145 the City of Dubuque for the exterior portions of the racetrack 146 enclosure shown in the attached Exhibit B excluding the 147 maintenance shop shown in Exhibit B-1, no arbitration or 148 mediation provisions shall apply to the renewal or renewal 149 terms relating to simultaneously telecast horse or dog races, 150 which shall be at all times a matter of mutual agreement not 151 subject to mandatory mediation or arbitration terms and 152 wholly independent of the sublease of the racetrack 153 enclosure for purposes of live greyhound racing. 154 155 1.3 Iowa Greyhound Association acknowledges and agrees that 156 it is the intent of the parties that DRA must not incur any costs 157 related in any way to Iowa Greyhound Association's financing, 158 lease or operation of the Subleased Premises. 159 160 SECTION 2. IOWA GREYHOUND ASSOCIATION'S 161 OBLIGATIONS. 162 163 2.1 In addition to all other Iowa Greyhound Association 164 obligations set forth in this Sublease, this Sublease is contingent 165 upon the following: 166 167 (1) Iowa Greyhound Association obtaining a license 168 pursuant to the requirements of Iowa Code § 99D.9A on or 169 before December 1, 2014, and maintaining such license 170 during the entire term of this Sublease. 171 172 (2) Iowa Greyhound Association making an offer of 173 employment to all persons employed (full-time, part-time, or 174 seasonal) by DRA within the racetrack enclosure as of 175 October 31, 2014, in accordance with Iowa Code § 99D.9A, 176 in accordance with Iowa Code § 99D.9A, such employment 177 for seasonal employees to commence at the appropriate 178 times, and for non -seasonal employees on or before 179 January 1, 2015. 180 —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 181 (3) Existing collective bargaining agreements concerning 182 employees at the racetrack must be honored by the Iowa 183 Greyhound Association. 184 185 (4) Live dog racing requirements. The Iowa Greyhound 186 Association must conduct, for calendar year 2015, no fewer 187 than sixty live race days with nine live races per day during 188 the racing season, and for calendar year 2016 and 189 subsequent calendar years covered by the lease, no fewer 190 than ninety-five live race days with nine live races per day 191 during each racing season. However, upon mutual 192 agreement by the parties, subject to approval by the Iowa 193 Racing and Gaming Commission, the number of race days 194 for one or more live racing seasons may be reduced so long 195 as the Iowa Greyhound Association conducts a minimum 196 number of live races and racing days during that season. 197 DRA may, in its sole discretion, terminate this Sublease with 198 respect to live dog racing on January 1 of the year following 199 the calendar year in which such live dog racing was not 200 conducted by the Iowa Greyhound Association; the lease for 201 the Subleased Premises, however, in such event, this 202 sublease shall not terminate with respect to Iowa Greyhound 203 Association's conduct of pari-mutuel wagering on 204 simultaneously telecast horse or dog races at Mystique as 205 authorized by SF 2362 and the Iowa Racing and Gaming 206 Commission, so long as the Iowa Greyhound Association 207 remains in full compliance with the terms and conditions of 208 this Sublease (except for the conduct of live dog racing), and 209 in compliance with Iowa Greyhound Association's lease with 210 the City of Dubuque for the exterior portions of the racetrack 211 enclosure. 212 213 2.2 Neither (a) equipment (including but not limited to the Alldritt 214 Lure System and other equipment owned, leased, or rented by 215 DRA, without regard to whether or not it was used by DRA in pari - 216 mutuel wagering and live racing and/or simulcasting), nor (b) 217 furniture, furnishings, or other personal property owned or leased 218 by DRA at the time Iowa Greyhound Association takes possession 219 under this sublease or thereafter, is included in this sublease. 220 However, Iowa Greyhound Association may purchase furniture, 221 furnishings, and equipment (including the Alldritt Lure System) 222 used by DRA for pari-mutuel wagering or for live dog races, on 223 such terms as the parties may separately agree, prior to taking 224 possession under this sublease. 225 —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 226 227 SECTION 3. ENCUMBRANCE OF LESSEE'S LEASEHOLD 228 INTEREST. 229 230 3.1 Iowa Greyhound Association's Right To Encumber 231 Leasehold Interest. Only with the prior written consent of DRA and 232 the City Council of the City of Dubuque, in their sole discretion, may 233 the Iowa Greyhound Association encumber by mortgage, deed of 234 trust or other proper instrument, its leasehold interest and estate in 235 the Subleased Premises, as security for any indebtedness of the 236 Iowa Greyhound Association or other person or entity, and 237 provided that no such encumbrance may extend beyond the term 238 of this Sublease. The Iowa Greyhound Association must provide 239 prompt written request to DRA and the City of Dubuque of any 240 such proposed encumbrance together with a copy of the proposed 241 encumbrance. Such proposed encumbrances shall also be subject 242 to approval of the Iowa Racing and Gaming Commission. 243 244 3.2 Notice To Holder Of Encumbrance; Right Of Holder To Cure 245 Iowa Greyhound Association's Default. If the Iowa Greyhound 246 Association encumbers its leasehold interest and estate in the 247 Subleased Premises and if the Iowa Greyhound Association, or the 248 holder of the indebtedness, its successors and/or assigns (the 249 "Holder") secured by the encumbrance gives notice to DRA of the 250 existence of the encumbrance and the address of the Holder, then 251 DRA will mail or deliver to the Holder, at such address, a duplicate 252 copy of all notices in writing which DRA may, from time to time, 253 give or serve on the Iowa Greyhound Association under and 254 pursuant to the terms and provisions of this Sublease. The copies 255 must be mailed or delivered to the Holder at, or near as possible to, 256 the same time the notices are given to or served on the Iowa 257 Greyhound Association. The Holder may, at its option, at any time 258 before the rights of the Iowa Greyhound Association are terminated 259 as provided in this Sublease, pay any of the rents due under this 260 Sublease or pay any taxes and assessments, or do any other act 261 or thing required of the Iowa Greyhound Association by the terms 262 of this Sublease, or do any act or thing that may be necessary and 263 proper to be done in the observance of the covenants and 264 conditions of this Sublease or to prevent the termination of this 265 Sublease; provided, however, that the doing of any act or thing 266 requiring possession of the Subleased Premises is subject to the 267 further rights of Holder as set forth in Section 17.2. All payments 268 so made and all things so done and performed by the Holder are 269 effective to prevent a foreclosure of the rights of the Iowa 270 Greyhound Association thereunder as the same would have been if —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 271 done and performed by the Iowa Greyhound Association. 272 273 3.3 Mechanic's Liens. Neither the Iowa Greyhound Association 274 nor anyone claiming by, through, or under the Iowa Greyhound 275 Association may file or place any mechanic's lien upon the 276 Subleased Premises and notice is hereby given that no contractor, 277 subcontractor, or anyone else who may furnish any material, 278 service or labor for any building, improvement, alteration, repair or 279 any part thereof, may at any time be or become entitled to any lien 280 thereon, and for the further security of DRA, the Iowa Greyhound 281 Association covenants and agrees to give actual notice thereof in 282 advance, to any and all contractors and subcontractors who may 283 furnish or agree to offer any such material, service or labor. 284 285 SECTION 4. TAXES AND FEES. 286 287 4.1. Iowa Greyhound Association agrees to pay all real estate 288 taxes levied upon the real estate of the Subleased Premises that 289 become payable (as such taxes come due) during the initial and 290 renewal term, if applicable, hereof and which would become 291 delinquent if not so paid during the term hereof. The Iowa 292 Greyhound Association must provide to DRA official receipts of the 293 appropriate taxing authority or other evidence satisfactory to DRA 294 evidencing payment thereof. 295 296 4.2. During the term of this Sublease, the Iowa Greyhound 297 Association agrees to pay any and all other taxes, fees (including 298 but not limited to stormwater fees or other utility charges), rates, 299 charges, levies and assessments, general and special, of every 300 name, nature and kind, whether now known to the law or hereafter 301 created, which may be taxed, charged, assessed, levied or 302 imposed upon the Subleased Premises and which become payable 303 during the term hereof and which would become delinquent if not 304 so paid during the term hereof, any buildings or improvements 305 thereon which may be taxed, charged, assessed, levied or imposed 306 upon the leasehold estate hereby created and upon the 307 reversionary estate in the Subleased Premises during the term 308 hereof and which become payable during the term hereof and 309 which would become delinquent if not so paid during the term 310 hereof, and all such other taxes, rates, charges, levies and 311 assessments must be paid by the Iowa Greyhound Association as 312 they become due and before they become delinquent during the 313 term hereof. 314 315 4.3. Iowa Greyhound Association agrees to timely pay all taxes, —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 316 assessments or other public charges levied or assessed by lawful 317 authority (but reasonably preserving the Iowa Greyhound 318 Association's rights of appeal) against the trade fixtures, furniture, 319 furnishings, fixtures, equipment, and other personal property that is 320 owned, leased, rented, or otherwise in the possession and control 321 of Iowa Greyhound Association and utilized on or for the benefit of 322 the Subleased Premises, during the term of this Sublease. 323 324 4.4. Nothing herein requires the Iowa Greyhound Association to 325 pay any of DRA's income taxes, surtaxes, excess profit taxes or 326 any taxes on the rents or otherwise reserved to DRA hereunder. 327 Nothing herein requires DRA to pay any of Iowa Greyhound 328 Association 's income taxes, surtaxes, property taxes, excess profit 329 taxes or any taxes on the rents or otherwise reserved to Iowa 330 Greyhound Association hereunder. 331 332 4.5. Iowa Greyhound Association has at all times the right to 333 contest in good faith, in any proper proceedings, in the name of 334 DRA if necessary, the payment or satisfaction of any such taxes, 335 assessments, rates, charges or levies so agreed to be paid by the 336 Iowa Greyhound Association, if the validity thereof, or the right to 337 assess or levy the same against or collect the same from said 338 Subleased Premises, is disputed with respect to the Subleased 339 Premises. Upon the conclusion of any such suit or proceedings, or 340 not Tess than three (3) months prior to the date when the right to 341 redeem therefrom expires, whichever will be the earlier, the Iowa 342 Greyhound Association must promptly pay and satisfy such 343 disputed tax, assessment or other charge as finally determined. 344 The Iowa Greyhound Association shall also promptly pay and 345 satisfy all expenses, costs and attorneys' fees whatsoever incurred 346 in connection therewith. 347 348 SECTION 5. UTILITIES. The Iowa Greyhound Association must 349 pay, before delinquency, all separately metered charges to the 350 subleased areas related to communications systems and services, 351 telephone, cable, Internet, water, wastewater, stormwater, sewer, 352 gas, heat, electricity, power, trash disposal, and not limited by the 353 foregoing list, all other utilities and services of whatever kind and 354 nature which may be used in or upon the Subleased Premises. 355 With respect to non -metered utilities, Iowa Greyhound Association 356 is solely responsible for any additional metering required for any 357 utilities and the cost of installing any such metering. DRA and Iowa 358 Greyhound Association may agree in a writing duly executed by 359 both parties, to share the cost of utilities supplied to DRA that 360 cannot be separately metered, provided however that each party's —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 361 share of the cost shall be based on the total cost of the shared 362 services, including but not limited to the cost of equipment (as the 363 same may have been depreciated on DRA's financial statements) 364 used for the services, capital costs (including interest) as 365 depreciated, and actual usage of billed services by the respective 366 parties. 367 368 SECTION 6. CONDITION OF SUBLEASED PREMISES AND 369 REPAIRS. 370 371 6.1.The Iowa Greyhound Association has made an adequate 372 inspection of the Subleased Premises and accepts same "As Is." 373 DRA makes no warranties or representations regarding the 374 condition of the Subleased Premises unless otherwise specifically 375 stated herein. The Iowa Greyhound Association must at all times 376 during the term of this Sublease, at the Iowa Greyhound 377 Association's expense, keep the Subleased Premises, and all 378 sidewalks, curbs, and all appurtenances to the Subleased 379 Premises, in good order, condition and repair, casualties and 380 ordinary wear and tear excepted. The Iowa Greyhound Association 381 must keep and maintain the Subleased Premises in a condition 382 consistent with other similarly classed operations. The Iowa 383 Greyhound Association must keep the Subleased Premises in such 384 condition as may be required by law and by the terms of the 385 insurance policies furnished pursuant to this Sublease, whether or 386 not such repair must be interior or exterior, and whether or not such 387 repair must be of a structural nature. Upon reasonable notice to 388 the Iowa Greyhound Association, DRA may, at its discretion and at 389 its cost, conduct an annual inspection of the Subleased Premises 390 to determine the Iowa Greyhound Association's compliance with 391 this Section 6. 392 393 6.2. The Iowa Greyhound Association agrees that, at all times 394 during the Sublease term, Iowa Greyhound Association shall, at its 395 own expense, maintain, preserve and keep the Subleased 396 Premises in good repair, working order and condition. 397 398 6.3 The Iowa Greyhound Association may not commit waste on 399 the Subleased Premises except as necessary for its business 400 purposes including the removal or construction of any buildings and 401 Improvements on the Subleased Premises, and is liable for any 402 damages to or destruction of any buildings or improvements on the 403 Subleased Premises resulting from waste and will repair or rebuild 404 such buildings or improvements. The Iowa Greyhound Association 405 may remove existing improvements or construct new improvements —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 406 on the Subleased Premises subject to all of the terms and 407 conditions of this Sublease provided the Iowa Greyhound 408 Association has received the prior written approval of DRA. 409 410 411 SECTION 7. COMPLIANCE WITH LAW. 412 413 During the term of this Sublease, the Iowa Greyhound 414 Association must comply with all local, state and federal laws 415 applicable to the Iowa Greyhound Association's use of the 416 Subleased Premises, including but not limited to the Americans 417 with Disabilities Act and the Iowa Smoke Free Air Act. 418 419 SECTION 8. ALTERATIONS. Iowa Greyhound Association may, 420 subject to the prior written consent of both DRA and the City of 421 Dubuque, in their sole discretion, make any alteration, addition, or 422 modification to the Subleased Premises ("the Iowa Greyhound 423 Association Improvements") that equals or exceeds Five Thousand 424 and 00/100 Dollars ($5,000.00) in cost, at the Iowa Greyhound 425 Association's expense, from time to time during the term of this 426 Sublease. Any alteration, addition or modification of the Subleased 427 Premises by the Iowa Greyhound Association at a cost of less than 428 Five Thousand and 00/100 Dollars ($5,000.00) does not require 429 DRA's consent, but must be made solely at the Iowa Greyhound 430 Association expense and only after not less than sixty (60) days 431 prior written notice to DRA of such alteration, addition or 432 modification. Plans and specifications with respect to the Iowa 433 Greyhound Association Improvements and the construction of the 434 Iowa Greyhound Association Improvements must be in conformity 435 with all applicable laws and regulations. The Iowa Greyhound 436 Association must submit to DRA, for approval by DRA, plans, 437 drawings, specifications, and related documents with respect to the 438 Iowa Greyhound Association Improvements to be constructed by 439 the Iowa Greyhound Association on the Subleased Premises. All 440 work with respect to the Iowa Greyhound Association 441 Improvements must be in substantial conformity with the 442 construction plans approved by DRA. All alterations, additions, or 443 modifications to the Subleased Premises must be coordinated with 444 the then -existing improvements on the Subleased Premises and 445 any other the Iowa Greyhound Association Improvements in the 446 general vicinity of the Subleased Premises. 447 448 SECTION 9. USE OF SUBLEASED PREMISES. 449 450 9.1. Iowa Greyhound Association must operate the Subleased —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 451 Premises solely for live dog racing, pari-mutuel wagering on live 452 dog races and simultaneously telecast horse or dog races, as 453 provided in SF 2362 and authorized by the Iowa Racing and 454 Gaming Commission, and may not knowingly use or allow the 455 Subleased Premises or any buildings or improvements thereon or 456 any appurtenances thereto, to be used or occupied for any other 457 purpose or any unlawful purpose or in violation of any certificate of 458 occupancy. The Iowa Greyhound Association may not suffer any 459 act to be done or any condition to exist within the Subleased 460 Premises, or permit any article to be brought therein, which is 461 dangerous, unless safeguarded as required by law, or which, in 462 law, constitutes a nuisance, public or private, or which may make 463 void or voidable any insurance in force with respect thereto. 464 Notwithstanding the foregoing, Iowa Greyhound Association may 465 enter into a contract or contracts with qualified entities to assist 466 Iowa Greyhound Association in the operation and management of 467 live dog racing, pari-mutuel wagering on live dog races and 468 simultaneously telecast horse or dog races, subject to the prior 469 approval of DRA and the Iowa Racing and Gaming Commission. 470 471 9.2 Iowa Greyhound Association must take all reasonable steps 472 to implement a smooth transition of the Subleased Premises from 473 DRA to the Iowa Greyhound Association, holding DRA harmless 474 from any claims arising therefrom. 475 476 9.3. During the term of this Sublease, the Iowa Greyhound 477 Association may not change the use of the Subleased Premises. 478 479 9.4. The Iowa Greyhound Association may not cause, allow or 480 permit any outdoor storage of any materials, objects or things of 481 any kind, including refuse, trash or garbage, at any time on the 482 Subleased Premises. Notwithstanding the foregoing, refuse 483 storage is permissible in an accessory storage enclosure if DRA or 484 its designee determines that the structure is in character with the 485 principal building being served and constructed of the same quality 486 permanent materials as the principal building being served. The 487 accessory structure must be within close proximity to the principal 488 building being served. Where the structure exceeds 200 square 489 feet in area, at least 1/3 of the structure's exterior perimeter must 490 be landscaped with ornamental trees and shrubs. 491 492 493 SECTION 10. INSURANCE 494 495 10.1. The Iowa Greyhound Association must maintain during the —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 496 term of this Sublease insurance to meet the coverage and limits of 497 coverage of the greater of the following: (a) requirements as set 498 forth in the City of Dubuque Insurance Requirements for Tenants 499 and Lessees of City Property or Vendors (Suppliers, Service 500 Providers), and Right of Way Permit Holders Insurance Schedule 501 for lessees of City Property, as such uniform, standardized 502 schedule may from time to time be amended OR (b) 503 property/casualty, liability, workers compensation, employment 504 practices liability, and other insurance coverages maintained by 505 DRA, with equivalent coverage limits, for its own operations within 506 the racing/casino/simulcasting areas. The current City of Dubuque 507 Insurance Requirements for Tenants and Lessees of City Property 508 or Vendors (Suppliers, Service Providers), and Right of Way Permit 509 Holders insurance schedule (Insurance Schedule A) is attached to 510 this Sublease as Exhibit C. The City of Dubuque, Iowa or DRA will 511 provide the Iowa Greyhound Association written notice of any 512 amendment to the Insurance Schedule not less than sixty days 513 prior to the effective date of such amendment. 514 515 10.2. During construction of any of the Iowa Greyhound 516 Association Improvements or other alteration, addition or 517 modification on the Subleased Premises, the Iowa Greyhound 518 Association must maintain builder's risk insurance, written on the 519 Special Perils Form in an amount equal to one hundred percent 520 (100%) of the replacement value of Improvements as the same 521 exists from time to time during the construction process. 522 523 10.3. The Iowa Greyhound Association must maintain, or cause to 524 be maintained, at its cost and expense (and from time to time at 525 the request of DRA or the City of Dubuque must furnish proof of 526 the payment of premiums on), property insurance against loss 527 and/or damage to improvements under an insurance policy written 528 on the Special Perils Form in an amount not less than the full 529 insurable replacement value of improvements, but any such policy 530 may have a deductible amount of not more than $50,000.00. No 531 policy of insurance may be so written that the proceeds thereof will 532 produce less than the minimum coverage required by the preceding 533 sentence, by reason of co-insurance provisions or otherwise, 534 without the prior consent thereto in writing by City of Dubuque. The 535 term "replacement value" must mean the actual replacement cost 536 of improvements (excluding foundation and excavation costs and 537 costs of underground flues, pipes, drains and other uninsurable 538 items) and equipment, and will be determined from time to time at 539 the request of DRA or the City of Dubuque, but not more frequently 540 than once every three years, and paid for by the Iowa Greyhound —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 541 Association. 542 543 10.4. Iowa Greyhound Association must purchase all insurance 544 required by the terms of this Sublease responsible insurance 545 companies having a minimum A.M. Best rating of A- Class VII, or 546 otherwise approved by DRA, that are authorized under the laws of 547 the State of Iowa to assume the risks covered thereby. Iowa 548 Greyhound Association must provide DRA by December 15, 2014, 549 an update annually by not later than December 15 of each year or sso within 10 days of the insurance being bound, whichever is earlier, a 551 certificate or certificates or binders of the respective insurers 552 stating that such insurance is in force and effect. All insurance 553 required by this Section 10 must include DRA and the City of 554 Dubuque, Iowa as additional named insureds, and all certificates of 555 coverage provided must expressly list DRA and the City of 556 Dubuque as additional named insureds. Iowa Greyhound 557 Association must furnish evidence satisfactory to DRA and the City 558 of Dubuque that the policy has been renewed or replaced by 559 another policy conforming to the provisions of this Sublease, or that 560 there is no necessity therefor under the terms hereof. In lieu of 561 separate policies, the Iowa Greyhound Association may maintain a 562 single policy, or blanket or umbrella policies, or a combination 563 thereof, which provide the total coverage required herein, in which 564 event the Iowa Greyhound Association must deposit with DRA and 565 the City of Dubuque a certificate or certificates of the respective 566 insurers as to the amount of coverage in force upon Improvements, 567 provided, however, the specific limit may not be impaired. 568 569 10.5. Iowa Greyhound Association agrees to notify DRA and the 570 City of Dubuque immediately in the case of damage exceeding 571 $10,000.00 in amount to, or destruction of, the Subleased 572 Premises or any portion thereof resulting from fire or other 573 casualty. Net proceeds of any such insurance (Net Proceeds), 574 must be paid directly to the Iowa Greyhound Association, and the 575 Iowa Greyhound Association must forthwith repair, reconstruct and 576 restore the Improvements to substantially the same or an improved 577 condition or value as they existed prior to the event causing such 578 damage and, to the extent necessary to accomplish such repair, 579 reconstruction and restoration, the Iowa Greyhound Association 58o must apply the Net Proceeds of any insurance relating to such 581 damage received by the Iowa Greyhound Association to the 582 payment or reimbursement of the costs thereof, subject, however, 583 to the terms of any mortgage encumbering title to the Property. 584 585 10.6. Iowa Greyhound Association must complete the repair, —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 586 reconstruction and restoration of the Subleased Premises, whether 587 or not the Net Proceeds of insurance received by the Iowa 588 Greyhound Association for such purposes are sufficient. 589 590 SECTION 11. APPROVAL CONTINGENCY. 591 592 This Sublease is contingent upon the prior approval of: (a) 593 DRA's Board of Directors; (b) the City of Dubuque; (c) the Iowa 594 Racing and Gaming Commission; (d) Iowa Greyhound Association; 595 and (e) DRA's lenders. 596 597 SECTION 12. IOWA GREYHOUND ASSOCIATION'S 598 WARRANTIES AND REPRESENTATIONS 599 600 12.1. Iowa Greyhound Association's Compliance With Law. 601 602 (1) The Iowa Greyhound Association warrants that it is 603 validly existing and in good standing under the laws of the 604 State of Iowa as a nonprofit organization. 605 606 (2) The Iowa Greyhound Association covenants and 607 agrees that the Iowa Greyhound Association will comply with 608 all applicable local, state and federal laws, rules, regulations 609 and permits with regard to the Subleased Premises and its 610 use, occupancy and control of the Subleased Premises. 611 612 (3) The Iowa Greyhound Association covenants and 613 agrees that the Iowa Greyhound Association will acquire and 614 maintain any and all applicable permits, licenses or 615 authorizations as may be necessary for the Iowa Greyhound 616 Association's use, occupancy, and control of the Subleased 617 Premises, and for the conduct of live dog racing, pari-mutuel 618 wagering on live dog races and simultaneously telecast 619 horse or dog races, as provided in Senate File 2362/Iowa 620 Code section 99D.9C, as conditions precedent to this 621 Sublease. 622 623 12.2 Environmental Matters. —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 624 (1) The Iowa Greyhound Association covenants and 625 agrees that neither DRA nor the City of Dubuque shall have 626 any responsibility for or liability arising from any release of a 627 Hazardous Substance on the Subleased Premises which is 628 caused by or results from or during the Iowa Greyhound 629 Association's use, occupancy or control of the Subleased 630 Premises, nor shall DRA or the City of Dubuque have any 631 responsibility for or liability arising from any Hazardous 632 Substance which leaches or migrates upon the Subleased 633 Premises from any property owned by the City of Dubuque. 634 Further, neither DRA nor the City of Dubuque shall have any 635 responsibility for any Hazardous Substance which leaches 636 or migrates upon the Subleased Premises from any adjacent 637 property, or any release of a Hazardous Substance which is 638 caused by Iowa Greyhound Association's use, occupancy, 639 or control of the Subleased Premises or which pre-exists the 640 date of this Sublease, except that DRA and the City of 641 Dubuque, as appropriate, must cooperate fully with any 642 response to such release by Iowa Greyhound Association or 643 others. 644 645 (2) Iowa Greyhound Association covenants and agrees 646 to notify DRA and the City of Dubuque promptly of any 647 release of Hazardous Substance in, on or about the 648 Subleased Premises of which the Iowa Greyhound 649 Association has knowledge. 650 651 (3) Iowa Greyhound Association covenants and agrees 652 to promptly take any and all necessary and appropriate 653 response to address any release of Hazardous Substance 654 for which the Iowa Greyhound Association is responsible. 655 Such response must include, without limitation, notification 656 to appropriate governmental authorities, as may be required 657 by law. 658 659 (4) Iowa Greyhound Association covenants and agrees 660 not to manufacture, treat or dispose of Hazardous 661 Substances at the Subleased Premises or knowingly allow 662 the manufacture, treatment, or disposal of Hazardous 663 Substances on the Subleased Premises. Iowa Greyhound 664 Association covenants and agrees to use and store any 665 Hazardous Substances at the Subleased Premises only in 666 full accordance with law. 667 668 (5) For the purposes of this Sublease, "Hazardous —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 669 Substance" or "Hazardous Substances" means any 670 hazardous or toxic substance, material or waste which is or 671 becomes regulated by any local government, the State of 672 Iowa or the United States Government. It includes, without 673 limitation, any material or substance that is (i) defined as a 674 "hazardous substance" or "hazardous waste" under Chapter 675 455B, Iowa Code, (ii) petroleum and petroleum products, (iii) 676 asbestos containing materials in any form or condition, (iv) 677 designated as a "hazardous substance" pursuant to Section 678 311 of the Federal Water Pollution Control Act (33 U.S.C. § 679 1321), (v) defined as a "hazardous waste pursuant to § 1004 680 of the Federal Resource Conservation and Recovery Act, 42 681 U.S.C. §6901 et seq., (vi) defined as a "hazardous 682 substance" pursuant to § 101 of the Comprehensive 683 Environmental Response, Compensation and Liability Act, 684 U.S.0 § 9601 et seq., or (vii) defined as a "regulated 685 substance" pursuant to Subchapter IX, Solid Waste Disposal 686 Act (Regulation of Underground Storage Tanks), 42 U.S.C. § 687 6991 et seq.] The term "Hazardous Substance" does not 688 include any air emissions discharged into the atmosphere as 689 allowed by a duly issued permit from the applicable 690 governmental agency. 691 692 SECTION 13. DRA RIGHTS OF ACCESS. 693 694 13.1. Right of Entry for Utility Service. DRA reserves for itself, and 695 for any public utility company, as may be appropriate, the 696 unqualified right to enter upon the Subleased Premises and upon 697 the exterior portions of the racetrack enclosure leased by the Iowa 698 Greyhound Association from the City of Dubuque shown in Exhibits 699 B and B-1 (collectively referred to hereafter as "DRA Access 700 Areas"), at all reasonable times for the purpose of reconstructing, 701 maintaining, repairing, or servicing the public utilities located within 702 the boundary lines of the Subleased Premises. Before entering the 703 DRA Access Areas, for any such purpose, DRA shall provide 704 reasonable notification to Iowa Greyhound Association of its intent 705 to enter the Subleased Premises for such purposes. 706 707 DRA further reserves for itself the right to enter upon the DRA 708 Access Areas at all reasonable times for the purpose of accessing 709 areas within DRA Access Areas and the Maintenance Shed and 710 curtilage that remains in the real estate lease between DRA and 711 the City of Dubuque, as indicated on the attached Exhibits, for the 712 performance or verification of any duties required of DRA or Iowa 713 Greyhound Association under this sublease agreement or ancillary —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 714 agreements, and for emergency purposes. DRA shall provide 715 reasonable notice to Iowa Greyhound Association of DRA's access 716 to the Subleased Premises on an individual or scheduled basis, as 717 appropriate to the circumstances; however, DRA need not provide 718 notice to Iowa Greyhound Association for entry upon the 719 Subleased premises for the purpose of accessing the Maintenance 720 Shed by DRA's employees, contractors, agents, or other persons 721 authorized by DRA. 722 723 13.2. Iowa Greyhound Association Not to Construct Over Utility 724 Easements. The Iowa Greyhound Association may not construct 725 any building or other structure or improvements on, over, or within 726 the boundary lines of any easement for public utilities unless such 727 construction is provided for in such easement or has been 728 approved by DRA in writing. If approval for such construction is 729 requested by the Iowa Greyhound Association, DRA will cooperate 730 to assure that such approval will not be withheld unreasonably. 731 732 13.3. Inspection of Subleased Premises. In addition to access 733 otherwise approved by the Iowa Greyhound Association, an 734 authorized representative of DRA, as designated in writing by his or 735 her DRA Manager, shall have the right to enter and have access to 736 the Subleased Premises, whether or not events are in operation, at 737 all reasonable times and for any reasonable purposes, as long as 738 such entrances do not unreasonably interfere with Iowa Greyhound 739 Association's right to quiet occupancy. Iowa Greyhound 740 Association shall also provide unfettered access by DRA personnel 741 and/or DRA contractors to the maintenance shed in the kennel 742 area, and to other parts of the racetrack area that continue to be 743 leased by DRA from the City of Dubuque. Such entrances shall be 744 subject to the rules of the Iowa Racing and Gaming Commission. 745 746 SECTION 14. INDEMNIFICATION. 747 748 14.1 Indemnification of the Iowa Greyhound Association. To the 749 extent allowed by law, DRA will indemnify and save harmless the 750 Iowa Greyhound Association from and against all liabilities, 751 obligations, claims, damages, penalties, causes of action, costs 752 and expenses (including, without limitation, reasonable attorneys' 753 fees and expenses) imposed upon or incurred by or asserted 754 against the Iowa Greyhound Association by reason of (a) any 755 accident, injury to or death of persons or Toss of or damage to 756 property occurring on or about the Subleased Premises and 757 resulting from any act or omission of DRA or anyone acting by, 758 through, or under DRA, and (b) any failure on the part of DRA to —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 759 perform or comply with any of the terms of this Sublease. In case 760 any action, suit or proceeding is brought against the Iowa 761 Greyhound Association by reason of such occurrence, DRA will, at 762 DRA expense and discretion, either defend such action, suit or 763 proceeding, or cause the same to be defended by counsel 764 approved by the Iowa Greyhound Association, which approval will 765 not be unreasonably withheld. 766 767 14.2 Indemnification of DRA. The Iowa Greyhound Association 768 will indemnify and save harmless DRA from and against all 769 liabilities, obligations, claims, damages, penalties, causes of action, 770 costs and expenses (including, without limitation, reasonable 771 attorneys' fees and expenses) imposed upon or incurred by or 772 asserted against DRA by reason of (a) any accident, injury to or 773 death of persons or loss of or damage to property occurring on or 774 about the Subleased Premises during the term of this Sublease 775 and resulting from any act or omission by the Iowa Greyhound 776 Association or anyone claiming by, through or under the Iowa 777 Greyhound Association during the term of the Sublease and (b) 778 any failure on the part of the Iowa Greyhound Association to 779 perform or comply with any of the terms of this Sublease, and (c) 780 any material breach on the part of the Iowa Greyhound Association 781 of any warranty or representation contained in Section 12. In case 782 any action, suit or proceeding is brought against DRA by reason of 783 such occurrence, the Iowa Greyhound Association will, at the Iowa 784 Greyhound Association's expense and discretion, either defend 785 such action, suit or proceeding, or cause the same to be defended 786 by counsel approved by DRA, which approval will not be 787 unreasonably withheld. 788 789 14.3 Survival. The obligations and liabilities under this Section 790 survive and continue in full force and effect and may not be 791 terminated, discharged or released, in whole or in part, irrespective 792 of the termination or expiration of the term of this Sublease. 793 794 SECTION 15. CONDEMNATION. 795 796 15.1 Entire Condemnation. If at any time during the term of this 797 Sublease all or substantially all of the Subleased Premises or the 798 improvements thereon are taken in the exercise of the power of 799 eminent domain by any sovereign, municipality or other public or 800 private authority, then this Sublease will terminate on the date of 801 vesting of title in such taking and any prepaid rent will be 802 apportioned as of said date. Substantially all of the Subleased 803 Premises will be deemed to have been taken if the remaining —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 804 portion of the Subleased Premises will not be of sufficient size to 805 permit the Iowa Greyhound Association, in the Iowa Greyhound 806 Association's sole discretion, to operate its business thereon in a 807 manner similar to that prior to such taking. 808 809 15.2 Allocation of Award. Any award for such taking of all or 810 substantially all of the Subleased Premises will be paid to the 811 parties hereto in accordance with the following: 812 813 (1) To DRA, the amount of the award attributable to the 814 Subleased Premises, determined as if this Sublease was not 815 in effect at the time of such award, excluding therefrom the 816 amount of the award attributable to the Tenant 817 Improvements, and all other sums not directly attributable to 818 the value of the Land constituting the Subleased Premises; 819 820 (2) To the Iowa Greyhound Association, the balance of 821 the award remaining after payment of: the portion of the 822 award allocated to DRA above, and (b) the portion of the 823 award allocated to the City of Dubuque in accordance with 824 the terms and provisions of the lease agreement between 825 the City of Dubuque and DRA for the Subleased Premises. 826 827 15.3 Partial Condemnation. 828 829 (1) If less than all or substantially all of the Subleased 830 Premises or the improvements thereon are taken in the 831 exercise of the power of eminent domain by any sovereign, 832 municipality or other public or private authority, then the 833 Iowa Greyhound Association, at its option, may elect to 834 continue this Sublease in full force and effect or terminate 835 this Sublease. If the Iowa Greyhound Association elects to 836 maintain this Sublease in full force and effect, the award for 837 such partial condemnation will be allocated as provided in 838 Section 15.2, and the Iowa Greyhound Association must 839 proceed with reasonable diligence to carry out any 840 necessary repair and restoration so that the remaining 841 improvements and appurtenances must constitute a 842 complete structural unit or units which can be operated on 843 an economically feasible basis under the provisions of this 844 Sublease. In the event the Iowa Greyhound Association 845 elects to continue this Sublease in full force and effect after 846 a partial condemnation, the Base Rent will be reduced in 847 proportion to the area of the Subleased Premises taken. 848 —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 849 (2) Should the Iowa Greyhound Association elect to 850 terminate this Sublease upon a partial condemnation, the 851 Iowa Greyhound Association must provide DRA with written 852 notice of such election within thirty (30) days after the date 853 of vesting of title for such taking. The Iowa Greyhound 854 Association must specify in such written notice the date on 855 which this Sublease will terminate, which date may be not 856 Tess than 60 days nor more than 360 days after delivery of 857 such notice to DRA (the "Termination Date"). In the event 858 the Iowa Greyhound Association terminates this Sublease, 859 as provided for in this Section 15.3, the Iowa Greyhound 860 Association will be entitled to the entire award for such 861 partial taking. 862 863 15.4 Temporary Taking. If the temporary use of the whole or any 864 part of the Subleased Premises or the appurtenances thereto is 865 taken at any time during the term of this Sublease in the exercise of 866 the power of eminent domain by any sovereign, municipality, or 867 other authority, the term of this Sublease will not be reduced or 868 affected in any way, and the Iowa Greyhound Association must 869 continue to pay in full the rent, additional rent and other sum or 870 sums of money and charges herein reserved and provided to be 871 paid by the Iowa Greyhound Association, and the entire award for 872 such temporary taking will be paid to the Iowa Greyhound 873 Association. Iowa Greyhound Association must repair and restore 874 any and all damage to the Subleased Premises and the 875 Improvements as soon as reasonably practicable after such 876 temporary taking. 877 878 SECTION 16. ASSIGNMENT AND SUBLETTING. Iowa 879 Greyhound Association may not assign any of its rights, duties or 880 obligations under this Sublease, in whole or in part, to any other 881 person, firm, corporation or entity without the prior written consent 882 of (a) DRA's Board of Directors, (b) the City of Dubuque, and (c) 883 the Iowa Racing and Gaming Commission. 884 885 SECTION 17. DEFAULT. 886 887 17.1 DRA's Rights in the Event of the Iowa Greyhound 888 Association's Default. If the Iowa Greyhound Association 889 materially fails or neglects to observe, keep or perform any of the 890 covenants, terms or conditions contained in this Sublease on its 891 part to be observed, kept or performed, and the default must 892 continue for a period of thirty (30) days after written notice from 893 DRA setting forth the nature of the Iowa Greyhound Association's —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 894 default, then and in any such event, DRA has the right at its option, 895 on written notice to the Iowa Greyhound Association, to terminate 896 this Sublease. DRA thereafter has the right to enter and take 897 possession of the Subleased Premises, including but not limited to 898 Furniture, Furnishings, Fixtures, Equipment, Intangible Property 899 and Inventory, and to remove all other personal property from the 900 Subleased Premises and all persons occupying the Subleased 901 Premises and to use all necessary and legal force therefor and in 902 all respects to take the actual, full and exclusive possession of the 903 Subleased Premises and every part of the Subleased Premises as 904 of DRA's original estate, without incurring any liability to the Iowa 905 Greyhound Association or to any persons occupying or using the 906 Subleased Premises for any damage caused or sustained by 907 reason of such entry on the Subleased Premises or the removal of 908 persons or property from the Subleased Premises. DRA has all 909 other rights available to it provided by law or equity. 910 911 17.2 Iowa Greyhound Association's Rights in the Event of DRA's 912 Default. If DRA materially fails or neglects to observe, keep or 913 perform any of the covenants, terms or conditions contained in this 914 Sublease on its part to be observed, kept or performed, and the 915 default continues for a period of thirty (30) days after written notice 916 from the Iowa Greyhound Association setting forth the nature of 917 DRA's default (it being intended that in connection with a default 918 not susceptible of being cured with diligence within thirty (30) days, 919 the time within which DRA has to cure the same will be extended 920 for such period as may be necessary to complete the same with all 921 due diligence, but in no event longer than ninety (90) days), then 922 and in any such event, the Iowa Greyhound Association will have 923 all rights available to it provided by law or equity. 924 925 SECTION 18. RIGHT TO CURE OTHER'S DEFAULTS. 926 927 Whenever and as often as a party fails or neglects to comply with 928 and perform any term, covenant, condition or agreement to be 929 complied with or performed by such party hereunder, then, 930 following thirty (30) days' prior written notice to such defaulting 931 party (or such additional time to cure as may be accorded the DRA 932 pursuant to Section 17.2 above, but in no event longer than ninety 933 (90) days), the other party, at such other party's option, in addition 934 to all other remedies available to such other party, may perform or 935 cause to be performed such work, labor, services, acts or things, 936 and take such other steps, including entry onto the Subleased 937 Premises, as such other party may deem advisable, to comply with 938 and perform any such term, covenant, condition or agreement —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 939 which is in default, in which event such defaulting party must 940 reimburse such other party upon demand, and from time to time, 941 for all costs and expenses suffered or incurred by such other party 942 in so complying with or performing such term, covenant, condition 943 or agreement. The commencement of any work or the taking of 944 any other steps or performance of any other act by such other party 945 pursuant to the immediately preceding sentence will not be 946 deemed to obligate such other party to complete the curing of any 947 term, covenant, condition or agreement which is in default. Either 948 party, upon giving twenty (20) days' written notice to the other, may 949 offset amounts due to the other party for any amounts the notifying 950 party pays or incurs hereunder proper the obligation of the other 951 party to whom such notice is sent. 952 953 SECTION 19. QUIET ENJOYMENT. 954 955 DRA covenants that at all times during the term of this Sublease, 956 so long as the Iowa Greyhound Association is not in default 957 hereunder, the Iowa Greyhound Association's quiet enjoyment of 958 the Subleased Premises or any part thereof will not be disturbed by 959 any act of DRA, or of anyone acting by, through or under DRA. 960 961 SECTION 20. ESTOPPEL CERTIFICATES. 962 963 Each party hereto agrees that at any time and from time to time 964 during the term of this Sublease, within ten (10) days after request 965 by the other party hereto or by any lender having an interest in the 966 Iowa Greyhound Association's leasehold estate, it will execute, 967 acknowledge and deliver to the other party or to such lender or any 968 prospective purchaser, assignee or any mortgagee designated by 969 such other party, a certificate stating (a) that this Sublease is 970 unmodified and in force and effect (or if there have been 971 modifications, that this Sublease is in force and effect as modified, 972 and identifying the modification agreements), (b) the date to which 973 rent has been paid, (c) whether or not there is any existing default 974 by the Iowa Greyhound Association in the payment of any rent or 975 other sum of money hereunder, and whether or not there is any 976 other existing default by either party hereto with respect to which a 977 notice of default has been served, and, if there is any such default, 978 specifying the nature and extent thereof; and (d) whether or not 979 there are any setoffs, defenses or counterclaims against 980 enforcement of the obligations to be performed hereunder existing 981 in favor of the party executing such certificate. 982 983 SECTION 21. WAIVER. —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 984 985 No waiver by either party hereto of any breach by the other of any 986 term, covenant, condition or agreement herein and no failure by 987 any party to exercise any right or remedy in respect of any breach 988 hereunder, will constitute a waiver or relinquishment for the future 989 of any such term, covenant, condition or agreement or of any 990 subsequent breach of any such term, covenant, condition or 991 agreement, nor bar any right or remedy of the other party in respect 992 of any such subsequent breach, nor will the receipt of any rent, or 993 any portion thereof, by DRA, operate as a waiver of the rights of 994 DRA to enforce the payment of any other rent then or thereafter in 995 default, or to terminate this Sublease, or to recover the Subleased 996 Premises, or to invoke any other appropriate remedy which DRA 997 may select as herein or by law provided. 998 999 SECTION 22. SURRENDER. 1000 1001 The Iowa Greyhound Association must, upon the earliest to occur 1002 of the following: on the last day of the initial term without renewal, 1003 the expiration of the renewal term, or upon any termination of this 1004 Sublease, surrender and deliver up the Subleased Premises, with 1005 the Improvements and fixtures then located thereon into the 1006 possession and use of DRA, without fraud or delay and in good 1007 order, condition and repair, reasonable wear and tear excepted, 1oo8 free and clear of all lettings and occupancies, free and clear of all 1009 liens and encumbrances other than those existing on the date of 1010 this Sublease and those, if any, created by DRA, without any 1011 payment or allowance whatsoever by DRA to Iowa Greyhound 1012 Association on account of or for any buildings or improvements 1013 erected or maintained by DRA or Iowa Greyhound Association on 1014 the Subleased Premises or for the contents thereof or 1015 appurtenances thereto, unless agreed to in a writing duly executed 1016 by both parties. No holdover is allowed. 1017 1018 SECTION 23. MEMORANDUM OF LEASE. 1019 1020 Each of the parties hereto will, promptly upon request of the other, 1021 execute a memorandum of this Sublease in a form suitable for 1022 recording setting forth the names of the parties hereto and the term 1023 of this Sublease, identifying the Subleased Premises, and also 1024 including such other clauses therein as either party may desire. 1025 1026 SECTION 24. NOTICES. 1027 1028 24.1 All notices, demands or other writings in this Sublease —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 1029 provided to be given or made or sent, or which may be given or 1030 made or sent, by either party to the other, will be deemed to have 1031 been fully given or made or sent when made in writing and 1032 deposited in the United States mail, registered and postage 1033 prepaid, and by email or facsimile addressed as follows: 1034 1035 To DRA: 1036 1037 Dubuque Racing Association, Ltd. 1038 Attn: Jesus Aviles, President & CEO 1039 1855 Greyhound Park Road 1040 Dubuque, IA 52001 1041 1042 In all cases, with copy to: 1043 1044 Stephen C. Krumpe 1045 O'Connor & Thomas, P.C. 1046 700 Locust Street, Suite 200 1047 Dubuque, IA 52001 1048 1049 1050 To City of Dubuque, Iowa: 1051 1052 Attn: City Manager 1053 City Hall 1054 13th St. & Central Ave. 1055 Dubuque, IA 52001-4864 1056 Facsimile: 563-589-4149 1057 Email: 1058 1059 1060 To Iowa Greyhound Association: 1061 1062 Attn: Bob Hardison 1063 19149 Hwy 175 1064 Onawa, IA 51040 1065 1066 In all cases, with copy to: 1067 Crawford & Mauro Law Firm 1068 Attn: Jerry Crawford 1069 1701 Ruan Center 1070 Des Moines, Iowa 50315 1071 Facsimile: 515-245-5421 1072 1073 24.2 The address and/or facsimile number to which any notice, —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 1074 demand or other writing may be given or made or sent to any party 1075 as above provided may be changed by written notice given by the 1076 party as above provided. 1077 1078 SECTION 25. MISCELLANEOUS. 1079 1080 25.1 Time of the Essence. Time is of the essence of this 1081 Sublease and all of its provisions. 1082 1083 25.2 Governing Law/Severability. It is agreed that this Sublease 1084 will be governed by, construed and enforced in accordance with the 1085 laws of the State of Iowa, and that, except as provided in Section 1086 1.2 herein, any litigation between the parties arising out this 1087 Sublease must be brought and maintained only in the Iowa District loss Court for Dubuque. This Sublease shall be interpreted and 1089 construed to comply with Iowa Racing and Gaming Commission 1090 rules and regulations relating to live pari-mutuel greyhound racing, 1091 pari-mutuel wagering on simultaneously telecast horse or dog 1092 races, and land-based casino gambling, and all other applicable 1093 Iowa laws and regulations. This Sublease may be amended from 1094 time to time in accordance with Section 25.4, below, in order to 1095 comply with such laws and Iowa Racing and Gaming Commission 1096 rules and regulations. 1097 1098 25.3 Paragraph Headings. The titles to the paragraphs of this 1099 Sublease are solely for the convenience of the parties and may not 1100 be used to explain, modify, simplify or aid in the interpretation of 1101 the provisions of this Sublease. 1102 1103 25.4 Modification of Agreement. Any modification of this 1104 Sublease or additional obligation assumed by either party in 1105 connection with this Sublease will be binding only if evidenced in a 1106 writing duly executed by each party or an authorized representative 1107 of each party, and approved in writing by the entities listed in 1108 Section 11, herein. 1109 1110 25.5 Parties Bound. This Sublease is binding on and inures to 1111 the benefit of and must apply to the respective successors and 1112 assigns of DRA and the Iowa Greyhound Association. All 1113 references in this Sublease to "DRA" or "the Iowa Greyhound 1114 Association" will be deemed to refer to and include successors and 1115 assigns of DRA or the Iowa Greyhound Association without specific 1116 mention of such successors or assigns. 1117 1118 25.6 Force Majeure. In the event that either party hereto is —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 1119 delayed or hindered in or prevented from the performance of any 1120 act required hereunder by reason of strikes, lockouts, labor 1121 troubles, unavailability of construction materials, unavailability or 1122 excessive price of fuel, power failure, riots, insurrection, war, 1123 terrorist activities, explosions, hazardous conditions, fire, flood, 1124 weather or acts of God, or by reason of any other cause beyond 1125 the exclusive and reasonable control of the party delayed in 1126 performing work or doing acts required under the terms of this 1127 Sublease (collectively "Force Majeure"), then performance of such 1128 act will be excused for the period of the delay and the period for the 1129 performance of any such act will be extended for a period 1130 equivalent to the period of such delay. 1131 1132 25.7. Conflict of Interest. Iowa Greyhound Association agrees 1133 that no officer, director, or employee of DRA who exercises or has 1134 exercised any functions of responsibility with respect to the 1135 Subleased Premises shall have any interest, direct or indirect, in 1136 any contract or subcontract, or the proceeds thereof, in any 1137 contracts awarded by Iowa Greyhound Association for work to be 1138 performed or services to be provided to Iowa Greyhound 1139 Association in connection with the Subleased Premises at any time 1140 during such person's tenure. 1141 1142 25.8. Non -Discrimination. The Iowa Greyhound Association 1143 agrees that it will at all times conduct operations on the Subleased 1144 Premises for use by the general public without regard to race, 1145 color, age, disability, creed, religion, national origin, sex, or other 1146 legally protected category; provided, however, that the Iowa 1147 Greyhound Association may prepare and promulgate rules for the 1148 purpose of regulating the admission of persons for the purpose of 1149 conducting live dog racing, pari-mutuel wagering on live dog races 1150 and simultaneously telecasting horse or dog races in accordance 1151 with the regulations of the Iowa Racing and Gaming Commission. 1152 1153 1154 1155 1156 1157 1158 1159 1160 1161 1162 1163 —DRAFT FOR DISCUSSION ONLY— 1164 1165 1166 1167 1168 -DRAFT DISCUSSION ONLY - [SIGNATURE PAGES AND CONSENTS FOLLOW] -DRAFT FOR DISCUSSION ONLY- —DRAFT DISCUSSION ONLY - 1169 IOWA GREYHOUND ASSOCIATION, SUBLESSEE: 1170 1171 1172 1173 By: 1174 Bob Hardison 1175 President 1176 Date: 1177 1178 1179 1180 DUBUQUE RACING ASSOCIATION, LTD., SUBLESSOR: 1181 1182 1183 1184 By: 1185 Jesus Aviles 1186 President & CEO 1187 Date: 1188 1189 1190 1191 1192 1193 STATE OF IOWA, DUBUQUE COUNTY ss: 1194 1195 On this day of , 20 , before me, a 1196 Notary Public in and for said county and state, personally appeared 1197 , to me personally known, who stated that 1198 he is the of Iowa Greyhound Association, 1199 and who acknowledged the execution hereof to be his voluntary act 1200 and deed and the voluntary act and deed of said corporation. 1201 1202 Notary Public, State of Iowa 1203 1204 STATE OF IOWA, DUBUQUE COUNTY ss: 1205 1206 On this day of , 20 , before me, a 1207 Notary Public in and for said county and state, personally appeared 1208 , to me personally known, who stated that 1209 he is the of Dubuque Racing Association, 1210 Ltd., and who acknowledged the execution hereof to be his 1211 voluntary act and deed and the voluntary act and deed of said 1212 corporation. —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 1213 1214 Notary Public, State of Iowa 1215 1216 1217 CITY OF DUBUQUE, IOWA CONSENT TO SUBLEASE 1218 1219 The City of Dubuque, Iowa, as the owner and lessor of the 1220 Subleased Premises to the Dubuque Racing Association, LTD. 1221 hereby consents to the Sublease Agreement Between Dubuque 1222 Racing Association, LTD., as Sublessor, and Iowa Greyhound 1223 Association, as Lessee, dated , 2014. 1224 1225 CITY OF DUBUQUE, IOWA 1226 1227 1228 1229 1230 Roy D. Buol, Mayor 1231 1232 1233 Attest: 1234 1235 1236 1237 Kevin S. Firnstahl, City Clerk 1238 1239 1240 STATE OF IOWA, COUNTY OF DUBUQUE ss: 1241 1242 On this day of , 20 , before me, the 1243 undersigned, a Notary Public in and for the State of Iowa, 1244 personally appeared Roy D. Buol and Kevin S. Firnstahl, to me 1245 personally known, who, being by me duly sworn, did say that they 1246 are the Mayor and City Clerk, respectively, of the City of Dubuque, 1247 Iowa; a municipal corporation; that the seal affixed to the foregoing 1248 instrument is the corporate seal of the corporation, and that the 1249 instrument was signed and sealed on behalf of the corporation, by 1250 authority of its City Council, as contained in Resolution No. 1251 passed by the City Council on the ; and 1252 Roy D. Buol and Kevin S. Firnstahl acknowledged the execution of 1253 the instrument to be their voluntary act and deed and the voluntary 1254 act and deed of the corporation, by it voluntarily executed. 1255 1256 1257 Notary Public, State of Iowa —DRAFT FOR DISCUSSION ONLY— —DRAFT DISCUSSION ONLY - 1258 1259 1260 1261 AMERICAN TRUST & SAVINGS BANK CONSENT TO 1262 SUBLEASE 1263 1264 American Trust & Savings Bank, as lender and 1265 representative of lender(s) of the Dubuque Racing Association, 1266 Ltd., and as mortgagor and secured creditor with respect to the 1267 Subleased Premises, hereby consents to the Sublease Agreement 1268 Between Dubuque Racing Association, LTD., as Sublessor, and 1269 Iowa Greyhound Association, as Sublessee, dated 1270 , 2014. 1271 1272 AMERICAN TRUST & SAVINGS BANK 1273 1274 1275 1276 1277 , its 1278 1279 STATE OF IOWA, DUBUQUE COUNTY ss: 1280 1281 On this day of , 20 , before me, a 1282 Notary Public in and for said county and state, personally appeared 1283 , to me personally known, who stated that 1284 he is the of American Trust & Savings 1285 Bank, and who acknowledged the execution hereof to be his 1286 voluntary act and deed and the voluntary act and deed of said 1287 corporation. 1288 1289 Notary Public, State of Iowa 1290 1291 1292 —DRAFT FOR DISCUSSION ONLY— -DRAFT DISCUSSION ONLY - 1293 EXHIBIT A 1294 1295 SUBLEASED PREMISES 1296 1297 1298 1299 1300 1301 1302 -DRAFT FOR DISCUSSION ONLY- 2ND FLOOR 1111111111111 1111111111111111 3RD FLOOR ACCESS TO ROOF 1303 1304 1305 1306 1307 -DRAFT DISCUSSION ONLY - EXHIBIT B AERIAL DIAGRAM OF AREA LEASED BY CITY OF DUBUQUE TO IGA -DRAFT FOR DISCUSSION ONLY- THE CITY OF EXHIBIT _8_ Masterpiece on the Mississippi Iowa Gre houn Association Lease Area Ma �AGIN) Mages aMa .:paMPYC afMala% atttln ALONG EXISTING FENCE LINE ALONG EXISTING FENCE LINE POINT OF INGRESS/EGRESS POINT OF INGRESS/EGRESS EXIST. HVAC EQUIP. EXCEPTION: EXIST. SHOP BUILDING POINT OF INGRESS/EGRESS POINT OF INGRESS/EGRESS ALONG EXISTING FENCE LINE EXIST. HVAC EQUIP. SCIA3MCR: This Information was compiled sing the Dubuque Area Geographic Informanen System ALIS). which includes date created by both the City of buque and Dubuque County. It is understood that, while • City of Dubuque and participating agencies waling the ort current and accurate Infamanon avagabI., OAGIS and suppliers de not w.rnnt the accuracy or currency of the felmanon or data contained herein. The City and partcipatag .odes .hall not b. held Moble for any 01,001, Indl,0tt, incidental, aguenn.l, punitive, .r .pedal damages, whether lonaee.bla or foreseeable. arising out a1 the authorised or unauthorised un of n data or the 'nobility to use this data or out of any brash 01 • ALONG EXISTING 1,; BUILDING LINE j • 414 >0 ALONG EXISTING FENCE LINE ALONG EXISTING CURB LINE EXIST. GATE POINT OF INGRESS/EGRESS ALONG CENTER- LINE OF EXISTING DRIVEWAY ALONG EXISTING FENCE EXISTING DRA LEASE BOUNDARY 1 inch = 150 feet 150 75 0 150 Feet VV LEASE AREA Map Prepared by: City of Dubuque Engineering Division 50 West 13th Street Dubuque, Iowa 52001 Phone: (563) 589-4270 Fax (563) 589-4205 PnatPate 49-17-2014 -DRAFT DISCUSSION ONLY - 1308 EXHIBIT C 1309 1310 INSURANCE SCHEDULE A 1311 -DRAFT FOR DISCUSSION ONLY-