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Stone Cliff Winery, Inc. Lease Agreement Approval
City of Dubuque City Council Meeting ITEM TITLE: SUMMARY: SUGGESTED DISPOSITION: ATTACHMENTS: Description MVM Memo Staff Memo Supporting Documentation Copyrighted August 19, 2024 Consent Items # 012. Stone Cliff Winery, Inc. Lease Agreement Approval City Manager recommending City Council approval of a 2+ year lease agreement with the Stone Cliff Winery, Inc for a portion of the Alliant Amphitheater for an outdoor service patio. Suggested Disposition: Receive and File; Approve Type City Manager Memo Staff Memo Supporting Documentation Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Stone Cliff Winery, Inc. Lease Agreement Approval DATE: August 15, 2024 Dubuque AIFA.a9a city 2007.2012.2013 2017*2019 Leisure Services Manager Marie Ware is recommending City Council approval of a 2+ year lease agreement with the Stone Cliff Winery, Inc for a portion of the Alliant Amphitheater for an outdoor service patio. The former agreement was for 600 square feet which was the footprint of the pergola, and the lease agreement attached contains a lease area of approximately 1,580 square feet. A per square foot fee of $2.73 will be used with a CPI increase each year of the agreement. An 8-foot walkway would remain along the wall of the amphitheater allowing bicycles and pedestrians clear access through the amphitheater. The amphitheater would also continue to be rented for events and activities in the remainder of the amphitheater footprint. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Marie Ware, Leisure Services Director Jason Lehman, Assistant City Attorney Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Marie L. Ware, Leisure Services Director SUBJECT: Stone Cliff Winery, Inc. Lease Agreement Approval DATE: August 15, 2024 INTRODUCTION Dubuque krittri AFAneriea City VAThYJAI (1F%111,1' '1111' 2007.2012.2013 2017*2019 The purpose of this memorandum is to request approval of the 2+ year lease agreement with the Stone Cliff Winery, Inc. DISCUSSION Stone Cliff Winery, Inc. have leased a portion of the Alliant Amphitheater for an outdoor service patio. The former agreement was for 600 square feet which was the footprint of the pergola, and the lease agreement attached contains a lease area of approximately 1,580 square feet. A per square foot fee of $2.73 will be used with a CPI increase each year of the agreement. The lease has been prepared and reviewed by Assistant City Attorney Jason Lehman. An 8-foot walkway would remain along the wall of the amphitheater allowing bicycles and pedestrians clear access through the amphitheater. The amphitheater would also continue to be rented for events and activities in the remainder of the amphitheater footprint. RECOMMENDATION I respectfully recommend approval and authorization of the attached lease agreement with Stone Cliff Winery, Inc. cc: Jason Lehman, Assistant City Attorney Bob Smith, Stone Cliff Winery, Inc. Attachment -Lease Agreement 1 LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND STONE CLIFF WINERY, INC. This Lease Agreement (the "Lease"), dated for reference purposes this /% day of August, 2024, is made and entered into by and between the City of Dubuque, Iowa, an Iowa municipal corporation (the "City"), and Stone Cliff Winery, Inc., an Iowa corporation (hereinafter, "SCW"). SECTION 1. DEMISE AND TERM. 1.1 In consideration of the rents hereinafter reserved and the terms, covenants, conditions, and agreements set forth in this Lease, the City hereby leases to SCW a portion of the real property which is comprised of approximately 1,584 sq. ft. of outdoor/patio space as shown on Exhibit A (the "Leased Premises"), attached to and made a part of this Lease, together with any and all easements and appurtenances thereto and subject to any easements and restrictions of record, to have and to hold for an initial term commencing as of 12:00:00 a.m. on the 15`h day of August, 2024 and ending at 11:59:59 p.m. on the 31" day of December, 2024 (the "Initial Term"), subject to all of the terms, covenants, and conditions contained herein. 1.2 Extensions. A. This Lease will automatically renew for two (2) successive one-year (1-year) terms (each of which shall be an "Extended Term") following the expiration of the Initial Term, provided this Lease is not otherwise terminated, cancelled, or not renewed as provided herein. B. Either party may cause the Lease to not automatically renew for any Extended Term by providing the other party with timely written notice of its intention to not renew this Lease. For purposes of this subsection only, "timely written notice" shall mean not less than 60 days and not more than 90 days prior to the end of the Initial Term or the first Extended Term. C. Whenever "during the term of this Lease" or any similar phrasing is used in this Lease, any such language shall be construed as including the Initial Term and any Extended Term, unless the context clearly indicates otherwise. D. SCW shall have no further right to extend the term of the Lease. 1.3 Termination. A. This Lease may be terminated by either party upon 30 days' written notice, if the other party fails to perform or comply with any of the material terms, covenants, agreements, or conditions hereof, and such failure is not cured during such 30-day notification period; provided, however, if such failure cannot reasonably be cured within such 30-day period, then a longer period of time shall be afforded to cure such breach, up to a total of not more than 60 days, provided that the party in default is diligently seeking a cure and the non -defaulting party is not irreparably harmed by the extension of the cure period. Page 1 of 29 2024.,105;ai B. This Lease may be terminated by either party immediately upon written notice if the other party is judged bankrupt or insolvent; if any receiver or trustee of all or any part of the business property of the other party is appointed and not discharged within 120 days after appointment; if the other party shall make an assignment of its property for the benefit of creditors; if the other party shall file a voluntary petition in bankruptcy or insolvency; if the other party shall apply for bankruptcy protection under the bankruptcy or insolvency laws now in force or hereinafter enacted, whether federal, state or otherwise; or if any such involuntary bankruptcy petition shall be filed against either party and shall not be dismissed within 120 days after such filing. C. Upon termination, the City shall have the right to enter the Leased Premises and to assume exclusive use and control of the Leased Premises. Upon termination of this Lease, SCW agrees to surrender possession of the Leased Premises in substantially the same condition, ordinary wear and tear excepted, as on July 1, 2016 (or the first day SCW leased a portion of the Leased Premises, whichever is earlier). SECTION 2. FEE. 2.1 SCW shall pay the City rent in an amount equal to 1/3 of the annualized amount of $2,73 per square foot (1,584 sq. ft. x $2.73/sq. ft = $4,324.32) totaling $1,441.44 for the initial Tenn of this Lease. Payments shall be made in four (4) equal, monthly installments of $360.36 each. Each payment shall be received by the City no later than September 1, 2024, October 1, 2024, November. 1, 2024, and December 1, 2024, respectively. 2.2 For each Extended 'term of this Lease, the rent in effect at the expiration of the immediately preceding term shall be adjusted upward by the lesser of (a) 3% or (b) the "Consumer Price Index for All Urban Customers: U.S. All items Not Seasonally Adjusted (1967 = 100)," published by the Bureau of Labor Statistics of the United States Department of Labor, for the time period of the immediately preceding term. In no event shall the rent for any Extended Term be less than the rent for the immediately preceding term. SECTION 3. TAXES AND OTHER PAYMENTS. 3.1 SCW agrees to pay to the City any real estate taxes which may be assessed against the Leased Premises as a result of SCW's use of the Leased Premises, whether pursuant to this Lease or otherwise. 3.2 SCW agrees to thnely pay all taxes, assessments, and other public charges levied or assessed by lawful authority (but reasonably preserving SC:W's rights of appeal) against its personal property on the premises, whether any such tax, assessment, or other public charge becomes due during the term of this Lease or otherwise. 3.3 SCW shall, at all times, have the right to contest in good faith, in any proper proceedings, in the name of the City if necessary and with the City's prior written approval, the payment or satisfaction of any such taxes, assessments, rates, charges, or levies so agreed to be paid by SCW, if the validity thereof, or the right to assess or levy the same against or collect the same from said Leased Premises or improvements, shall be disputed. Upon the conclusion of any such suit or proceeding, or not less than three (3) months prior to the date when the right to redeem therefrom expires, whichever will be the earlier., SCW will promptly pay and satisfy such disputed tax, assessment, or other charge as finally determined, together with all. expenses, costs, and attorneys' fees whatsoever incurred in connection therewith. Page 2 of 29 2O '.81$AI SECTION 4. IMPROVEMENTS. 4.1 Improvements. SCW shall not construct any improvement on the Leased Premises other than the current outdoor patio improvements shown in photos attached hereto as Exhibit B. SCW shall remove all improvements prior to the termination of this Lease, whether such termination is due to expiration of a term of this Lease or otherwise. The City may cause any improvements remaining on the Leased Premises after the termination of this Lease to be removed and SCW shall pay the costs of such removal within thirty (30) days of receipt of a statement therefor from the City. 4.2 Signage SCW shall not place any signage on the Leased Premises without the prior written approval of the City's City Manager in the City Manager's sole discretion. SECTION 5. DRIVING IN AND ON AMPHITHEATER. Driving or parking any motorized vehicle on the stained amphitheater concrete is prohibited and constitutes a violation of this Lease. Delivery or other vehicles may park in delivery zone shown on map attached hereto as Exhibit A..Any violation of this Section shall be considered an event of default hereunder, and any vehicle in violation of this provision may be ticketed and/or towed. SECTION 6. REPAIRS. 6.1 SCW shall, at all dines during the term of this Lease, keep the Leased Premises and the improvements thereon, the concrete thereon, and all appurtenances to the :Leased Premises in good order, condition, and repair (ordinary wear and tear excepted) and in a condition satisfactory to the City. SCW shall keep the Leased Premises in. such condition as may be required by law or by the terms of the insurance policies furnished or required pursuant to this Lease, whether or .not such repair may be to any portion of the interior or exterior, and whether or not such repair shall he of a structural nature. Notwithstanding the foregoing, SCW's responsibility for the costs and expenses for normal maintenance, repairs and replacements shall be limited to $1,500 per occurrence. Upon reasonable notice to SCW, City may, at its discretion and at its cost, conduct an annual. inspection of the Leased Premises to determine SCW's compliance with this Section 6. 6.2 The City shall have no obligation to SCW for any normal maintenance, repair or replacement expense on the Leased Premises which are less than $1,500 per occurrence. 6.3 This Section 6 applies only to normal maintenance, repair, or replacement expenses on the Leased Premises. Section 10 applies to insured losses on the Leased Premises. SECTION 7. COMPLIANCE WITH LAW AND CONDITIONS. 7.1 During the term of this Lease, SCW shall comply with all local, state, and federal laws, rules, and regulations applicable to SCW's use of the Leased Premises, including, but not limited to, the Americans with Disabilities Act, the Iowa Smoke Free .Air Act, the City of Dubuque Special Events Ordinance®, and the conditions outlined on Exhibit D. Additionally, SCW must comply with all Iowa Alcoholic Beverage Control Act restrictions on space usage including, but not limited to, the use of space as shown on Exhibit C. 7.2 SCW shall not commit waste on the Leased Premises. Except as may be necessary for its business purposes and pursuant to the City's prior, written approval, SCW shall not cause or permit the removal or Page 3 of 29 construction of any building or improvement on the Leased Premises. SCW shall be liable for any damage to or destruction of any building or improvement on the Leased Premises resulting from waste or other failure to comply with this paragraph, whether caused or permitted by SCW, SCW shall not remove any improvement on the Leased Premises without the prior written approval of the City and as provided .in Section 4.1. SECTION 8. ALTERATIONS. SCW shall. not make any alteration, addition, or modification to the Leased Premises, any improvement thereon, or any appurtenance thereto without the prior written approval of the City. SECTION 9. RESTRICTED USE OF LEASED PREMISES. 9.1 Use of Premises. The Leased Premises shall be used only for the following purposes and absolutely no others: Outdoor seating and entertainment venue, with food and alcohol service as permitted by law. Any other use must be approved, in writing, by the City a minimum of thirty (30) days in advance. 9.2 Restrictions on Use Notwithstanding any other provision of this Lease, SCW agrees to the following restrictions on the use and enjoyment of the Leased Premises: A. SCW shall not store any material which might dissolve, leach, or migrate onto or into the ground of the Leased Premises without proper containment. B. SCW shall not install or allow the installation of any well on the Leased Premises without the prior, written consent of the City. C. SCW shall not allow any disturbance or excavation of the soil on the Leased Premises without the prior, written consent of the City. 9.3 SCW shall not knowingly or recklessly use or allow the Leased Premises, or any buildings or improvement thereon or any appurtenance thereto, to be used or occupied for any unlawful purpose or in violation of any certificate of occupancy. SCW shall not suffer or permit any act to be done or any condition to exist within the Leased Premises, in any improvement thereon, or in any appurtenance thereto, or permit any article to be brought therein, which is dangerous, unless safeguarded as required by law, or which constitutes a nuisance, public or private, or which may make void or voidable any insurance in force with respect to any aspect thereof. SECTION 10. INSURANCE. 10.1 During the term of this Lease and as may be otherwise required herein, SCW shall maintain insurance as set forth in the City's standard insurance schedule for lessees of City property, as such schedule may be amended from time to time. The current insurance schedule is attached to this Lease as Exhibit E. The City shall provide SCW with written notice of any amendment to the insurance schedule not less than sixty (60) days prior to the effective date of such amendment. 10.2 SCW shall notify the City immediately in the event of any damage to or destruction of the Leased Premises, any building or improvement thereon, or any appurtenance thereto, whether resulting from fire, Page 4 of 29 2024OS other casualty, or any other cause, and the repair costs of which are likely to exceed $1,000.00 (one thousand dollars). SECTION 11. CITY'S WARRANTIES AND REPRESENTATIONS. 11.1 ma's Representation of Good Title The City covenants and warrants the City is lawfully seized in possession of the Leased Premises; that it has full right and authority to enter into this Lease for the full term(s) hereof; and that, upon payment in full of the rent provided for herein and SCW full performance of the duties and responsibilities provided for herein, and SCW's full compliance with all other terms and conditions hereof, that it will have, hold, and enjoy quiet possession of the Leased Premises. The City warrants the Leased Premises is properly zoned for the conduct of the operation of SCW's business as described herein. 11.2 Citv's Representation as to Condition. The City makes no representation or warranty as to the condition, including the environmental condition, of the Leased Premises. SCW accepts the Leased Premises as is, where is, and with all faults and defects. SECTION 12. ENVIRONMENTAL MATTERS. SCW covenants and agrees that the City shall have no responsibility or liability whatsoever arising from or in any way related to any release of a Hazardous Substance which is caused by, results from, or is otherwise attributable to SCW's use, occupancy, or control of the Leased Premises, any improvement thereon, or any appurtenance thereto. SCW shall not store any material which might dissolve, leach, or migrate onto or into the ground of the Leased Premises without proper containment. SCW covenants and agrees to promptly notify the City whenever it suspects or has actual knowledge of any release of any Hazardous Substance in, on, or about the Leased Premises, any improvement thereon, or any appurtenance thereto, SCW covenants and agrees to promptly take any and all necessary and appropriate actions to fully address any release of any Hazardous Substance for which SCW is responsible under this Lease. Such. response shall include, without limitation, notification to appropriate governmental authorities as may be required by law. Except as may be reasonably required during an emergency, SCW shall seek and obtain the concurrence of the City as to any such response. SCW shall respond to any release of a Hazardous Substance to the full extent required by law, and in no event shall SCW allow any limitation or restriction to be placed on the Leased Premises without the prior, written consent of the City. SCW covenants and agrees it shall neither cause nor permit the manufacture, treatment, or disposal of any Hazardous Substances at the Leased Premises, any itnprovernent thereon, or any appurtenance thereto. SCW shall only cause or permit the use or storage of only those Hazardous Substances which are reasonably associated with its regular business activities as outlined herein, and then only in such a manner as allowed by law. 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) Page 5 of 29 defined as a "hazardous substance" or "hazardous waste" under Chapter 455B of the Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos containing materials in any form or condition, (iv) designated as a "hazardous substance" pursuant to § 311 of the Federal Water Pollution Control Act (33 U.S.C, § 1321 et seq.), (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 (42 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 sec). The term "Hazardous Substance" shall not include any air emissions discharged into the atmosphere as allowed by a duly issued permit from the applicable governmental. agency. SECTION 13. INDEMNIFICATION. 1.3.1 Indemnification of SCW. To the extent allowed by law, the City will defend, indemnify, and save harmless SCW 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, incurred by, or asserted against SCW by reason of (a) any accident, injury to, or death of any person, or loss of or damage to property, occurring on or about the Leased Premises and resulting from any negligent act or omission of the City; (b) any failure on the part of the City to perform or comply in any material respect with any of the material terms of this Lease; and (c) any material breach on the part of the City of any warranty or representation contained in. Section 11. In the event any action, suit, or proceeding is brought against SCW by reason of such an occurrence, the City will, at the City's expense and discretion, either defend such action, suit, or proceeding, or cause the same to be defended by counsel approved by SCW, which approval shall not be unreasonably withheld. 13.2 _Indemnification of City, SCW will defend, indemnify and save harmless the City 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, incurred by, or asserted against the City by reason of (a) any accident, injury to, or death of any person, or loss of or damage to property, occurring on or about the Leased Premises, any improvement thereon, or any appurtenance thereto, and resulting from any negligent act or omission of SCW or anyone claiming by, through, or under SCW; (b) any failure on the part of SCW to perform or comply in any material respect with any of the material terms of this Lease; and (c) any material breach on the part of SCW of any warranty or representation contained in Section 12. In the event any action, suit, or proceeding is brought against the City by reason of such an occurrence, SCW will, at SCW's expense and discretion, either defend such action, suit, or proceeding, or cause the same to be defended by counsel approved by City, which approval shall not be unreasonably withheld. 13.3 Survival. The obligations and liabilities under this Section 13 shall. survive and continue itt full force and effect and shall not be terminated, discharged, or released, in whole or in pare, irrespective of the termination or expiration of the term(s) of this Lease. SECTION 14. CONDEMNATION. 14.1 Entire Condemnation. If, at any time during the term® of this Lease, all or substantially all of the Leased Premises or the improvements thereon shall be taken in the exercise of the power of eminent domain by any sovereign, municipality, or other public or private authority, then this Lease shall terminate on the date of vesting of title in such taking and any prepaid rent shall be apportioned as of said date. Page 6 of 29 2m.40815p! Substantially all of the Leased Premises and the improvements thereon shall be deemed to have been taken if the remaining portion of the Leased Premises shall not be of sufficient the to permit SCW, in SCW's reasonable discretion, to operate its business thereon in a manner similar to that prior to such taking. 14.2 Allocation of Award, Any award for such taking of all or substantially all of the Leased Premises shall be paid to the parties hereto in accordance with the following: A. To the City, the amount of the award attributable to the Leased 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 new improvements constructed by SCW but not improvements existing at the commencement of the tenn(s) of this Lease, and all other sums not directly attributable to the value of the land constituting the Leased Premises; B. To SCW, the entire award except that portion allocated to City above. 14.3 Partial Condemnation, A. If less than all or substantially all of the Leased Premises or the improvements thereon shall be taken in the exercise of the power of eminent domain by any sovereign, municipality, or other public or private authority, then SCW, at its option, may elect to continue this Lease in full force and effect or terminate this Lease. If SCW shall elect to maintain this Lease in full force and effect, the award for such partial condemnation shall be allocated as provided in Section 14.2, and SCW shall proceed with reasonable diligence to carry out any necessary repair or restoration so that the remaining improvements and appurtenances shall constitute a complete structural unit or units which can be operated on an economically feasible basis under the provisions of this Lease. In the event SCW elects to continue this Lease in full force and effect after a partial condemnation, the Rent shall be reduced in proportion to the area of the Leased Premises taken. B, Should SCW elect to terminate this ]:.ease upon a partial condemnation, SCW shall provide the City with written notice of such election within thirty (30) days after the date of vesting of title for such taking. SCW shall specify in such written notice the date on which this Lease shall terminate (the "Termination Date"), which date shall. he not less than, 60 days nor more than 360 days after delivery of such notice to City. In the event SCW terminates this Lease pursuant to this Section 14.3, then the City shall be entitled to the entire award for such partial taking, 14.4 Temporary Taking. If the temporary use of the whole or any part of the Leased Pretises or the improvements thereon shall be taken at any time during the term(s) of this Lease, pursuant to the exercise of the power of eminent domain by any sovereign, municipality, or other public or private authority, then SCW, at its option, may elect to continue this Lease in full force and effect or to terminate this Lease. If SCW elects to continue this Lease, then the term(s) of this Lease shall not be reduced or affected in any way, and SCW shall continue to pay in hill the Rent, additional rent, and other sum or sums of money and charges herein reserved and provided to be paid by SCW, and the entire award for such temporary taking shall be paid to SCW. SCW shall repair and restore any and all damage to the Leased Premises. the improvements thereon, or the appurtenance thereto as soon as reasonably practicable after such temporary taking. In the event SCW terminates this Lease, City shallbe entitled to the entire award for such temporary taking. SECTION 15. ASSIGNMENT AND SUBI.FTTING. This Lease may not be assigned by SCW and Page 7 of 29 the Leased Premises, in whole or in part, may not be sublet, without the prior, written consent of the City SECTION 16. DEFAULT. 16.1 City's Rights in the Event of SCW's Default. If SCW shall fail or neglect to observe, keep, or perform any of the covenants, terms, or conditions contained in this Lease on its part to be observed, kept, or performed, and the default shall continue for a period of thirty (30) days after written notice from the City setting forth the nature of SCW's default (it being intended that in connection with a default not susceptible of being cured with due diligence within thirty (30) days, the time within which SCW has to cure the same shall be extended for such period as may be reasonably necessary to complete the same with all due diligence, but in no event longer than sixty (60) days); then and in any such event, the City shall have the right, at its option and upon written notice to SCW, to terminate this Lease. The City shall thereafter have the right to enter and take possession of the Leased Premises, to remove all personal, business, and trade property from the Leased Premises and all persons occupying the Leased Premises, and to use all necessary force therefor., and, in all. respects, to take the actual, full, and exclusive possession of the Leased Premises and every part of the Leased Premises, including all improvements thereon and all appurtenances thereto, as of City's original estate, without incurring any liability to SCW or to any person or entity occupying or using all or part of the Leased Premises for any damage caused or sustained by reason of such entry on the Leased Premises or the removal of persons or property from the Leased Premises. Notwithstanding the foregoing, any violation by SCW of Section 9 may result in the immediate termination of this Lease, without prior .notice to SCW or an opportunity to cure any such default,. 16,2 Rights of holder of Encumbrance in Event SCW Defaults. If SCW fails or neglects to observe, keep, or perform any of the covenants, terms, or conditions contained in this Lease on its part to be observed, kept, or performed, the holder of any indebtedness secured by an encumbrance on the leasehold estate under this Lease shall have thirty (30) days after receipt of written notice from the City setting forth the nature of SCW's default and a reasonable time thereafter if it shall h.ave commenced foreclosure or other appropriate proceedings in the nature thereof within such thirty (30) days and is cliligently prosecuting such proceedings, but in no event longer than ninety (90) days, within which to endeavor to make good or remove the default or cause for termination of the Lease. All rights of the City to terminate this Lease on the failure or neglect of SCW to observe, keep, and perform the covenants, terms and conditions of this Lease is, and shall continue to be, at all thnes prior to payment in full of the indebtedness to the holder of SCW, subject to and conditioned on City's having first given the holder written notice thereof and the Holder having failed to cause the default or cause for termination to be made good or removed within thirty (30) days after receiving written notice of default or cause for termination or within a reasonable time thereafter if it shall have commenced foreclosure or other appropriate proceedings in the nature of foreclosure within such thirty (30) days and is diligently prosecuting such proceedings, but in no event longer than ninety (90) days. In the event the Lease is terminated due to the SCW's bankruptcy, insolvency, or other similar proceeding, and in the event the holder has complied with the terms of this Section 16.2, then the City, at the holder's option and with the City's approval (which shall not be unreasonably withheld), shall enter into a new lease with the holder or the successful bidder at foreclosure on the same terms as this Lease, for the term then remaining, and specifically preserving all. unexercised options. 16.3 SCW's Rights in the Event of City's Default. If the City shall fail or neglect to observe, keep, or perform any of the covenants, terms, or conditions contained in this Lease on its part to be observed, kept, or performed, and the default shall continue for a period of thirty (30) days after written notice from SCW setting forth the nature of the City's default (it being intended that in connection with a default not susceptible of being cured with due diligence within thirty (30) days, the time within which the City has to Page 8 of 29 zoaioabmm cure the same shall be extended for such period as may be reasonably necessary to complete the same with all due diligence, but in no event longer than ninety (90) days), then in such an event, SCW shall have all rights available to it provided bylaw or equity. SECTION 17. RIGHT TO CURE OTHER'S DEFAULTS. Whenever and as often as a party shall fall or neglect 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 pursuant to 16 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 perfomied such work, labor, services, acts, or things, and take such other steps, including entry onto the Leased Premises and the improvements thereon, as such other party may deem advisable, to comply with and perform any such term, covenant, condition, or agreement which is in default, in which event such defaulting party shall reimburse such other party, upon - demand, 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 step or performance of any other act by such other party pursuant to the immediately preceding sentence shall not be deemed to obligate such other party to complete the curing of any term, covenant, condition, or agreement which is in default. SECTION 18. QUIET ENJOYMENT. Except as otherwise provided herein, the City covenants that at all times during the term(s) of this Lease, and so long as SCW is not in default hereunder, SCW's quiet enjoyment of the Leased Premises or any part thereof shall not be disturbed by any act of the City, or of anyone acting by, through, or under the City-. Notwithstanding the foregoing, the City shall have the right, upon reasonable notice to SCW, to enter the Leased Premised and any improvement thereon at any time to determine whether SCW is in compliance with the requirement of this Lease. SECTION 19. ESTOPPEL CERTIFICATES. Each party hereto agrees that at any time and from time to time during the term(s) of this Lease, within ten (10) days after request by the other party hereto or by any lender having an interest in SCW'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) 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 there is any existing default by SCW in the payment of any rent or other sum of money hereunder; (d) whether 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 (e) whether there exists any known setoff, defense, or counterclaim against enforcement of the obligations to be performed hereunder existing in favor of the party executing such certificate. SECTION 20. WAIVER. No waiver by either party hereto of any breach by the other party 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, shall constitute a further or future waiver or relinquishment 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 shall the receipt or acceptance of any Rent, or any portion thereof, by the City operate as a waiver of the rights of City to (a)_enforce the payment of any other Rent then or thereafter in default; (b) to terminate this Lease; (c) to recover the Leased Premises; or (d) to invoke any other appropriate remedy which the City may select as herein or by law provided. Page 9 of 29 20240815jd1 SECTION 21. SURRENDER. SCW shall, on the last day of the terms) of this Lease or upon any termination of this Lease, surrender and deliver up the Leased Premises, with the improvements then located thereon and all appurtenances thereto, into the possession and use of the City, without fraud or delay and in good order, condition, and repair, reasonable wear and tear excepted, free and clear of all lettings. occupancies, liens, and encumbrances, other than those existing at the commencement of this Lease and those, if any, created by the City, without (except as otherwise provided herein) any payment or allowance whatever by the City on account of or for any building, or improvement existing on the Leased Premises at the tithe of surrender, or for the contents thereof or appurtenances th.ereto. SCW shall, no later than upon the termination or expiration of the cnn(s) of this Lease, remove all SCW's trade fixtures, personal property, and other belongings from the Leased Premises, any improvement thereon, or appurtenance thereto. In the event SCW fail to remove such fixtures or property as provided in this Section, all such fixtures and property shall become the property of the City and the City may cause such items to be removed. SCW agrees to promptly pay the City for the reasonable costs of such removal, but in any event within thirty (30) days of receipt of a statement therefor from the City. SECTION 22. MEMORANDUM OF LEASE. Each of the parties hereto shall, upon the reasonable request of the other party, execute a memorandum of this Lease in a form suitable for recording, setting forth the names of the parties hereto, the term(s) of this Lease, identifying the Leased Premises, and also including such other clauses therein as either patty may desire. SECTION 23. NOTICES. 23.1 All notices, demands, or other writings in this Lease provided to be given or made or sent, or which may be given, made, or sent, by either party to the other, shall be deemed to have been fully given, made, or sent when made in writing and deposited in the United States mail, certified and postage prepaid, and addressed as follows: TO CITY: City of Dubuque, Iowa City Manager City Hall 50 West 13'h Street Dubuque IA 42001 TO SCW: Stone Cliff Winery, Inc. Attn: Bob Smith 600 Star Brewery Drive Dubuque, IA 52001 23,2 The address to which any notice, demand, or other writing may he given, made, or sent to any party as above provided may be changed by written notice given by the party as above provided. SECTION 24. MISCELLANEOUS. 24.1 Time of the Essence. Time is of the essence for this Lease and all of its provisions. 24.2 Governing Law and Venue. It is agreed that this Lease shall be governed, consulted, and enforced in accordance with the laws of the State of Iowa, without application of its conflicts of laws provisions. Venue for any action regarding this Lease shall be in either the state courts of the Iowa District Court in and Page 10 of 29 202408130 for Dubuque County, Iowa or the federal courts of the Northern District of Iowa, Eastern Division, and the parties hereby irrevocably consent to the exclusive jurisdiction of said courts. 24.3 Section Headings. The titles of the sections and subsections of this Lease are solely for the convenience of the parties and shall .not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Lease. 24.4 Modification of Agreement. .Any modification of this Lease or additional obligation assumed by either party in connection with this Lease shall be binding only if evidenced in a writing signed by an authorized representative of each party. 24.5 Parties Bound. This Lease shall be binding on and shall inure to the benefit of the respective successors and assigns of the City and SCW. All references in this Lease to "the City" or "SCW" shall be deemed to refer to and include successors and assigns of the City or SCW, regardless of any specific mention of such successors or assigns. 24.6 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of any strike, lockout, , unavailability of construction materials, power failure, riot, insurrection, war, terrorist activity, explosion, hazardous condition, fire, flood, act of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing act required under the terms of this Lease , then performance of such act shall. be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 24.7 Entire Agreement, The contents of the exhibits attached. to this Lease are hereby incorporated into and made a part of this Lease. This Lease, together with said exhibits, constitutes the entire agreement of the parties regarding the subject matter hereof. No prior agreement or representation, whether verbal or otherwise, shall be deemed to be a part of this Lease. SECTION 25. PROMOTIONAL & RENTAL MATERIALS. Within no later than five (5) business days from the commencement of this Lease, Lessee shall provide the City with true and complete copies of all advertising, promotional, and rental materials (including rental/service agreements) utilized in connection with Lessee's use of the Leased Premises, including those specific documents listed in Exhibit D. Lessee shall provide Lessor with updated copies of all such advertising, promotional, and rental materials within five (5) business days of any material change to any such material. Failure by Lessee to comply with the requirements of this Section shall consti.tute an event of default hereunder. SECTION 26. HOLDOVER. Lessee's right to possession or use of the Leased Premises shall cease upon the earlier of (a) the expiration of the applicable term pursuant to Section 1 hereof or (b) the termination of this Lease as provided herein (the "Surrender Date"). Lessee must vacate and surrender the Leased Premises to the City in good order and condition, vacant, broom clean, and in confortnity with the applicable provisions of this Lease. Lessee has no right whatsoever to hold over beyond the Surrender Date, and if Lessee does not vacate as required, then such failure shall be deemed an event of default, and Lessee's occupancy will not be construed to effect or constitute anything other than a tenancy at sufferance. During any period of occupancy beyond the Surrender Date, the amount of rent owed by Lessee to Tenant will he the I-Ioldover Percentage of the rent that would otherwise be due under this Lease, without prorating for any partial month of holdover. The "Holdover Percentage" equals: (i) 150% for the first month of holdover; and (ii) 200% for any period of holdover beyond one (1) month The provisions of this Section 26 shall not Page 11 of 29 constitute a waiver by the City of any right of reentry as set forth in this Lease, nor will receipt of any rent or any other act in apparent affirmance of the tenancy operate as a waiver of the City's right to terminate this Lease. If Lessee fails to vacate and surrender the Leased Premises as and when required, then Lessee agrees to indemnify, defend, and hold harmless the City from all costs, losses, expenses, or liabilities incurred as a result of such failure. By no later than the Sun -ender Date and at Lessee's sole expense, Lessee must remove all Lessee's property, trade fixtures, alterations, or improvements to the Leased Premises made by or on behalf of Lessee, and restore in a good and workmanlike manner any damage to the Leased Premises caused by such removal or replace the damaged component of the Leased Premises if such component cannot be restored as reasonably determined by the City. Lessee's obligation to pay rent and to perform all other Lease obligations for the period through the Surrender Date and the terms of this Section 26 shall survive the termination of this Lease. CITY OF DUBUQUE, IOWA STONE CLIFF WINERY, INC. By: Marc: , :� lichael C. Van Milligen Its aufhdrized representative City Manager 08/20/2024 Date: (4k51zoiLi Page 12 of 29 EXHIBIT A LEASED PREMISES Page 13 of 29 EXHIBIT B OUTDOOR PATIO IMPROVEMENTS Page 15 of 29 Page 16 of 29 21.1:24.1,150 EXHIBIT C ALCOHOLIC BEVERAGE DIVISION USAGE DIAGRAMS The following diagrams and information are for general information purposes only. The boundaries shown on the diagrams are approximate. The information does not constitute legal advice. Lessee is specifically directed to perform its own investigation and consult with counsel of its choosing regarding compliance with applicable laws. I?age 17 of 29 20240A151d11 Hard Liquor, Beer, and Wine (Supplied by Event Host) Responsibilities of Event Host: • Host must apply for and be granted the appropriate retail alcohol license • Host must apply for and be granted a special event permit from the City Clerk's Office • Host must reserve Alliant Amphitheater through Leisure Services Department Types of Alcohol Allowed: • Hard Liquor • Beer • Wine Contact: • City of Dubuque City Clerk's Office o 563-589-4120 o www.citvofdubuque.org/specialevents • City of Dubuque Leisure Services Department o 563-589-4266 • Alcoholic Beverage Division o 866-469-2223, option 1 o https://elicensing.iowaabd.com/ Notes: • Host may provide hard liquor, beer, and wine free of charge (open bar) or have a cash bar/tip jar • Hard liquor, beer, and wine are only allowed in the red area • Due to State of Iowa licensing requirements, Stone Cliff Winery cannot provide service of any kind (food service, tables and chairs, etc.) in the red area • Host may purchase wine manufactured by Stone Cliff Winery to serve at event Hard Liquor, Beer, and Wine (Supplied by Caterer) Responsibilities of Event Host: • Host must hire caterer with catering privileges on their retail alcohol license • Host must apply for and be granted a special event permit from the City Clerk's Office • Host must reserve Alliant Amphitheater through Leisure Services Department Types of Alcohol Allowed: • Hard Liquor • Wine • Beer Contact: • City of Dubuque City Clerk's Office o 563-589-4120 o www.citvofdubuque.org/specialevents • City of Dubuque Leisure Services Department o 563-589-4266 Notes: • If caterer uses current retail alcohol license, then caterer/host must provide hard liquor, wine, and beer free of charge (open bar) and cannot have a cash bar/tip jar • If caterer applies for separate five-day license, then caterer/host may have a cash bar/tip jar • Hard liquor, beer, and wine are only allowed in red area • Due to State of Iowa licensing requirements, Stone Cliff Winery cannot provide service of any kind (food service, tables and chairs, etc.) in the red area • Caterer may purchase wine manufactured by Stone Cliff Winery to serve at event Page 19 of 29 O24. 11 i 11 Beer and Wine Only (Supplied by Event Host) Responsibilities of Event Host: • If host is providing beer and wine free of charge, retail alcohol license is not required • If host has cash bar/tip jar, retail alcohol license is required • Host must apply for and be granted a special event permit from the City Clerk's Office • Host must reserve Alliant Amphitheater through Leisure Services Department Type of Alcohol Allowed: • Beer • Wine Contact: • City of Dubuque City Clerk's Office o 563-589-4120 o www.cityofdubuque.org/specialevents • City of Dubuque Leisure Services Department o 563-589-4266 • Alcoholic Beverage Division o 866-469-2223, option 1 o https://elicensing.iowaabd.com/ Notes: • Beer and wine are allowed in blue area • Beer and wine are allowed in yellow area if approved by Stone Cliff Winery • Stone Cliff Winery can be involved with food service, tables and chairs, etc. but cannot provide/serve beer and wine on Alliant Amphitheater (blue area) • Host may purchase wine manufactured by Stone Cliff Winery to serve at event Page 20 of 29 Beer and Wine Only (Supplied by Caterer) Responsibilities of Event Host: • Host must hire caterer with catering privileges on retail alcohol license • Host must apply for and be granted a special event permit from the City Clerk's Office • Host must reserve Alliant Amphitheater through Leisure Services Department Type of Alcohol Allowed: • Beer • Wine Contact: • City of Dubuque City Clerk's Office o 563-589-4120 o www.citvofdubuque.org/specialevents • City of Dubuque Leisure Services Department o 563-589-4266 Notes: • If caterer uses existing liquor license, wine and beer must be provided free of charge (open bar) and cash bar/tip jar is not allowed • If caterer applies for and is granted a separate five-day retail alcohol license, cash bar/tip jar is allowed • Beer and wine are allowed in blue area • Beer and wine are allowed in yellow area if approved by Stone Cliff Winery • Stone Cliff \Vinery can be involved with food service, tables and chairs, but cannot serve beer and wine on Alliant Amphitheater (blue area) • Host/Caterer staff may purchase wine manufactured by Stone Cliff Winery to serve at event Page 21 of 29 N244114150 Beer and Wine Only (Supplied/Served by Stone Cliff Winery) Option 1- Premise Update Responsibilities of Event Host: • Stone Cliff Winery must submit an online premise update to the Alcoholic Beverage Division for their WCN license to include Alliant Amphitheater • Host must apply for and be granted a special event permit from the City Clerk's Office • Host must reserve Alliant Amphitheater through Leisure Services Department Type of Alcohol Allowed: • Beer • Wine Contact: • Stone Cliff Winery • 563-583-6100 • City of Dubuque City Clerk's Office o 563-589-4120 o www.cityofdubuque.org/specialevents • City of Dubuque Leisure Services Department o 563-589-4266 Notes: • Beer and wine are allowed in yellow area • Stone Cliff can be involved with food service, tables and chairs, etc. and can provide/serve beer and wine on Alliant Amphitheater • Food can be provided by anyone Page 22 of 29 Beer and Winc Only (Supplied/Served by Stone Cliff Winery) Option 2 - No Premise Update Responsibilities of Event Host: • Host must apply for and be granted a special event permit from the City Clerk's Office • Host must reserve Alliant Amphitheater through Leisure Services Department Type of Alcohol Allowed: • Beer • Wine Contact: • Stone Cliff Winery • 563-583-6100 • City of Dubuque City Clerk's Office O 563-589-4120 o www.cityofdubuque.org/specialevents • City of Dubuque Leisure Services Department O 563-589-4266 Notes: • Stone Cliff Winery can provide/serve beer and wine in yellow area • Glasses and bottles of beer and wine provided in yellow area by Stone Cliff Winery can be carried by guests to the Alliant Amphitheater (blue area) • Stone Cliff can be involved with food service, tables and chairs, etc. but cannot provide/serve beer and wine on Alliant Amphitheater (blue area) • Food can be provided by anyone Page 23 of 29 EXHIBIT D SCW must submit a copy of the following documents at the time of lease execution: 1) Current copy of weekday contract 2) Current copy of weekend contract 3) Current copy of website and information contained therein 4) Current marketing materials SCW must document in materials the following information: 1) Amphitheater rental may be done directly through the Ci.ty of Dubuque Amphitheater rental fee must be shown as the fee set for Amphitheater rental by the City of Dubuque 2) SCW may charge a customer a coordination fee for arranging amphitheater rental through the City; this must be documented separately from the rental fee on materials provided to the public. Page 24 of 29 2024m115PP EXHIBIT E INSURANCE SCHEDULE A (attached). Page 25 of 29 miaar1spu pity. of Dubutere Insurance Itequirennentsfor Lessees of City 'ProPerty and' Right' of Way Licensees or PermIttees INSURANCE SCHEDULEA 1. losses Shall (Wraith a Signed aaalkain o Iosurrnua to the City of Dubuque, lows fOr coverage remlired in Exhibit I prior to the lease, license, or pernilt commencement, All,lesSises of City preperly and right of way licensees' tir pormitteos shall subfrilt tn aatitaaa Caainaraa flallially. Foch certificate( obeli be prepared On the most currant ACORD toot approved bythe Iowa IneuranceOlvlsion or an equivalent. Each Certificate shall include a statement under Description of Operations es to why the coral -male was Issued. Lease Agreement datod 2. All pollStee of Insurance required herefInder Shall be with an Insurer oulhorizad to de business in Iowa end all Insurers shrill hove rating of Nor better In the currentAM, bests rioting Gelds, 3, Each Certificate shall be alfaiShad 10 MO Faience Depot -Went of Ilia Oily ;of Dubuque. 4. The le.ssca, licensee, or permiltee shell be required lo carry the minimum ceverageillailts, or graterlf required by law or other legal egreement, In Exhibit 1 Pelage to provide the fertUlrod minimum coverage shell not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to Obtain ar maintain the required insurance shall be considered a material breach of the lease, license, or permit. 0. All required eildereoments shall be Winched to the cerIllIcate. The co diode Is due before the cOntractlegrecinierit tan bo sapid/P(1f 7. Whenever ti specific ISO form Is referenced lho currant edition or the form must tie ue,gd unless en equivalent f0m1 Is approved by ' 9e 8, I o of o (fib Oirectb of Ffnenal end B t Theta nee II enso' perminee Must identify and ilst in wilting all deviations And exclusions from the ISOf form. 8 IF lessee's/ Iloorleoots, Or pendia:la 'finite of liability aro higher than Um required minimum limits then the lessee's, licensee's,' or pentittoda limits shall be this agreement's required limits. Lesseelloonsae, pr permittee shall require all subcontractors end sub -subcontractors to obtain end maintein during the performance Of work histirenpo (br the !covoreges riespribed In this !neuritis° Schedule end shall obtain certleCates ol Insurance &email smelt etibeentractors and Sub -subcontractors. Lessees licensee, ar permitted agrees that It shall be liable for the failure of a subcontractor and Sueaubeentracid 10 obtain elld merntaln Soon 0O7Sfoge. TflotitY May requeet a copy of such certificates from the teepee, econseo,, ar permitteb, 10. Lessee, Hoene° permlttees shall b.e 'responsible for deductibles and self.insured retention end for anymore of all policy premiums end other costs associated with the Insurancepolicies . required boloW 11. All certificates of Insurance must Include agents name, phone number end °lean address. 12. The CO is Dubucilre reservethe right to ceders complete, certified copies of eft required insurance policies, Including endorse/tents; required by this Schedule at ariyitrne, 13., The City of !Dubuque reterVee the right IA modaY these requeereents, lhjvd1rtg IPrn1t, based on chellbeein Ole risk of OIllef stAlclutartiumetendd during the (atm Of ilia agreeitent, ailbject to Mutual agreeMent of the Pardee'. Page 1 of 4 Onhedule A t....esedes OltY Monody; Right of Way Lludissee or PermItLefiskinftery gup Page 26 of 29 202,10815j31 City of Dubuque Ins ranee tioquarertiepts for Lessees 9I City 'Property and Right of Way Lloattatfes or Permatees INSURANCE SCHEDULE A (Continued) EXIiISIT I A) commeRciAt. GENERAL LIABILITY Parietal Aggregate Unfit 82,000,000 Products-COmpleteci Operations Aggregate Limit .$1,000,000 Personal and Advertising Intury Limit 81,000,000 Each Occurrence $1,000,0.00 Fire Damage Limit (any one occurrence) $50,000 Medlcel PayMents $5,000 1) Coverage shall be written on art occorrenee, not darns made, harm. The genarst liability beverage shellbe written in nand With ISO one 00 00 01 bus1505$ owners form BP 00 02, All devialione kern file standard 180 commercial general RabillWform 00 0001, or Business owners form,BP 00 02, shall be clearly Identified. 2) Include ISO endorsement form CP 26 0'4 tealgnated Location(s) Panora( Aggregate Unfit' 3) include endorsement Indicating that ooverago la primary and noecontributory, 4) Include Preservation of Governmental Immunities Endorsement (Sample attached), Include additional insured endorsement for. 5) The City of Dubuque, Including all tis elected and nppointed officials, all Its enpley,eas ad yoluriteers, all its boards, eornmisslons and/or authorities and lholr bo-ard menibms, enleloYeos erkd vOlunicersa Geo ISO form CG 20 10 (Ongoing opera_tors) Otis etle:Nelent. 0) Polley shall inw elude elYef or Ripttc) Recover from Others Endorsement 7) Policy shall Include calloafiehOn she Matodal change ondoreolnent 1.1MYtd102 Ih1rty (30) days advense Written notice of eancellatIpn, non-ranowal, rodoolien In insurance coverage end/or limite and ten (10) days written. notice of non-payment, of premium shall be sant lot City of Dubuque Finance Department, 50 West 15th Street Dubuque, Iowa 52001 B) WORKERS` COMPENSATION t$ EMPLOYERS LIABILITY Statutory BanafRacoverIng all employees injured 05 the Job by aacklant or disease as proscribed bY Iowa Coda,Chapter 05. Coveri3ge A Statulory—Stato of lowa Coverage, Et Employers !debility Each Accident 8190,000 Each ErnPlOyee-Dfsearate $i og,00p PolleyLI/nit-Disease $500,000 Policy shall Include WeNer of Right to Recover from Others endorsement. Coverage 1.1 ilmlis shall bo greater If requIrad by the umbrella/excess Insurer. QB lf, by Iowa e0(10 5e01105 55.1A, the lesseeficenseepor pernfinea Is notrequired lo purchase Workers' CompensetIon Instiranda, the leased, licensee, or Formates> shall have a copy of the Statels Nonattached of Worker& Compensation -or EmpitiyersLiability Page 2 of 4 Schedule A Lesseesof Prapany,131011Lcf Way latConsess pf January /02q Page 27 of 29 20240811/20 City of Dubuque Maur for Lgase69 Qf,City Praperky and Right of Way or Permlttaos' Coverage form on Ole will the Iowa Workers' Compensation Insurance Commission required by Iowa Code Section 07,22. Completed form must beeltached. POLLUTION LIABILITY Coveragorequlred: .,Yes No Pollution liability overage Shall be required If dia Ieeeee, contragting party, or permtltee has Any pollulonexposure for abatement of hazardous orcomlamfneled materials Including, bei not Ilmitod to, potroleum produole, the removal of lead, osbestos,or PCBs. Pollution•product and completed Operations coverage shall also be,co, wired - Each occurrence $2,000,000 Policy Aggregate $4,000,000 1) Polley to Inoludo job site and trnnspodellon oovomgo.. ) Include additional Insured for: Tho:Oily orOubuquo, Including ell Hs elected And eppok ed officials, till Its employees and volunteers, all Its boards; cOmmissfona apolor auilharlltes and their board members, amployeos and volunteers, UaeISO form C© 2011f. (Ongoing operations) or Its equivalent and CO2007(cdtmploted oporalone) or Its ogee/planl. 3) Inofude Preservation or Governmental ImmunIlles Endarsernent. 4) Prtivide evidence of covetoge for$ years eller complotlonof prbJect 0) Include ondor erneht Indicating that coverage Is primary and non-contributory. 0) Polley shall rnaludo walver of right to recovery from others=endorsomenl PROPERTY INSURANCE REQUIRED:>BY LEASE, LICENSE, OR PERMIT Yes: No Evidence of property Overaya pouted; Include Um City ef Dubuque ore Lender Loss Payable. Ri4HT•OF-WAY WORK ONLY: UMBRELLA/EXCESS $1,00 Yes the 'General Llafiiirly, Automobile Liability and +Rotifers Oomponsralion insurance requirements MAY be satlef[erl wiilt a ootribinetioll of primary and Umbrella or Excess- Liability Insolence, If the.Umbrelle Or Exgeee Insurance policy duee not follow the fora of Hie primary policies, it shall lngluda the same endorsernent$ as recluirylrl of Inn pdnlery poliolos lncludingbut Oat Iilnitod to Weivar of Subrogation AND Primary and Non= contributory in favor of the CRY. FLOOD INSURANCE Ytss ;No If Required Govarage Page 3of4 nghecfuia.ALesseosoECIlyProtrarty; Rl914nf4tnyLIOnseasarFarmirfees,lpnuaty2023 Page 28 of 29 10210A1501 City of Dubuque !neurone° Requirementa for Lessees of City Properly anti Right of Way Licensees or Permitfeas Pl9ase L)k) aware that nainth0 ihe uf Dui/1190 da an additional triage0 HS IS requIrOt by thle Insniefica Settetrolorney retail; in the waiver or ille eilytgovernmental Intotunitici$ prqvitietli In Iowa Code oe,t076.01. If ycie wouldlike to prove thoe Intwitarties. pleeso Itire endorsement pr on e4uhtalerit (ann. PRESERVATtON OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1, Nonwalyer 9 9overnmenlal Immunity. The insurer expressly agrees and steles that the pUreliase of dila poricy and the Including of the City of Dubuque, lawa be en Additional Insured does net waive dnY of the defenso of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Soollon 0714 at11 is now exists and as It may be emended from lime lo limo, 2. Olefin; Coverao, The Insurer further agrees [hal this polity of Insurance shall cover only those cretins not subject to the defense of [governmental Immunity under the Coda of Iowa Becton 670.4 as it now %%date and es It may be emended from the lo time. Those claims not subject to Code of Iowa Sectlen 670,4 shall be covered by Ihe terms and ccindillons of this insurance policy. 3, Assellop af ?gyp,thganaryou4111-ai City et Dubuque Iowa Shall be responsible far assorting any defense of governmenlel 'mos-Illy, end may do so at any lime end shall do So open the timely wrillon request or Me Insurer. 4, Norgiegial of goverma The Ihsurer shed riot deny coverage uncier Oils policy and the Insurer ;hall riot deny any of file rights and benefits accruing to the City of Duboque, lOwe under thls policy for reasons of governmentel Immunity unleas end until a court of competent jurisdiction has 'ruled in favor of the defense(s) of gOvernmental ImmunitY asserted by Om CV of Dubuque, lows. No Other Chance in policy. Tha above preservation of governmental Immunities shall not otherwise change or eller the coveMge evallable under the policy, .H.SPECIMEN DEPART106NT MANADOlt PILL IN ALI. 04ANKS AND CHECK ES) Page 4 of 4 $oheduie A Lessees of Pay Prepay: Rion eriMay LIeensees et Poiroittook January 023 Page 29 of 29 2024N11511111