Exhibit 10.3
REAL ESTATE GROUND
LEASE
By and Between
DIAMOND JO, LLC,
an Iowa limited liability company
and
DUBUQUE COUNTY HISTORICAL
SOCIETY
1
THIS REAL ESTATE GROUND
LEASE is made as of the ____ day of
, 2006, by and among Diamond Jo, LLC, an Iowa limited liability
company (“Tenant”) and the Dubuque County Historical
Society (the “Landlord”).
SECTION 1.
DEFINITIONS
1.1
Agreements. As used herein the term Agreements
shall mean the Offer to Purchase Real Estate, Acceptance and Lease
by and between the parties attached hereto as Exhibit A and any
other agreements by and between the parties related to the subject
matter of this Lease. Defined terms not referenced below
shall have the meaning set forth in the Agreements.
1.2 Commencement
Date. As used herein, the term
“Commencement Date” shall mean thirty (30) days after
the opening to the public of the Moored Barge Facility.
1.3
Improvements. As used herein, the term
“Improvements” shall mean the Portside Building and all
improvements, structures, buildings, interior improvements,
landscaping, paving, pipes, conduits, roads, walkways, fixtures,
fencing, on-site utility lines, and all apparatus, machinery,
devices, fixtures, appurtenances, and equipment, and all
alterations and additions thereto and replacements thereof which
may be erected or installed on the Premises by Tenant after the
Commencement Date of this Lease, regardless of how such
Improvements are affixed to the Premises.
1.4 Landlord’s
Estate. As used herein, the term
“Landlord’s Estate” shall mean all of
Landlord’s right, title and interest in, under and to this
Lease and the Premises.
1.5 Lease Term.
As used herein, the term “Lease Term” shall mean
the term of this Lease as described in Subsection 2.2.
1.6 Tenant’s
Estate. As used herein, the term
“Tenant’s Estate” shall mean all of
Tenant’s right, title and interest in, under and to
this Lease and the Premises.
1.7 Premise.
As used herein, the term “Premise” shall mean all of
Landlord’s interest in the Portside Building in Dubuque,
Iowa.
SECTION 2. DEMISE,
POSSESSION, TERM
2.1 Demise of
Premises. Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord, the Premises for the Lease Term
upon the terms and conditions contained in this Lease. Landlord
warrants and represents to Tenant that Landlord is the owner in fee
simple absolute of the Premises free and clear of any leases,
liens, mortgages, rights of use or occupancy or any other rights,
privileges or encumbrances.
2.2 Term.
The term of this Lease shall be for ninety-nine (99) years
commencing on the Commencement Date.
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2.3
Possession. Possession of the Premises shall be
delivered by Landlord to Tenant on the Commencement Date free and
clear of tenants and occupants and the rights of either.
SECTION 3. RENT
3.1 Rent .
The Rent shall be the sum of One Dollar ($1) per annum.
SECTION 4. PAYMENT OF
IMPOSITIONS AND UTILITY CHARGES
4.1 Impositions.
Tenant shall pay and discharge or cause to be paid and
discharged promptly as the same become due and before delinquency
all “Impositions” coming due during the Lease Term or
any extension thereof. The term “Impositions” as
used herein shall mean all assessments, levies, fees and other
charges that are levied or assessed against, or with respect to the
use of, all or any portion of the Premises other than real estate
taxes, if any, which shall be paid by Landlord.
4.2 Utility
Charges. All statements for water, gas,
electricity and other public utilities used upon or furnished to
the Premises during the Lease Term or any extension thereof shall
be promptly paid by Tenant prior to delinquency.
SECTION 5. USE
5.1 Permitted Use.
Tenant may use the Premises, or permit the Premises to be
used, for any lawful purpose except the operation of a casino.
5.2 Compliance with
Law. Tenant shall comply with all laws and
regulations of governmental authorities with respect to its use of
the Premises.
SECTION 6.
IMPROVEMENTS
6.1 Construction of
Improvements. Tenant may modify the Improvements
upon the Premises.
6.2 Permits and
Easements. Tenant shall apply for and take
reasonable steps to secure at Tenant’s expense from any
governmental authority having jurisdiction of the Premises any
approvals, permits or licenses required for the development and use
of the Premises for the purposes permitted by this Lease.
6.3 Ownership of
Improvements. All Improvements constructed or
installed upon the Premises by Tenant at any time during the Lease
Term are and shall be the property of Tenant; provided, however,
upon the expiration or earlier termination of this Lease, title to
such I
