Approval of Sublease and Operations Agreement with Dubuque Forward LLCCity of Dubuque
City Council Meeting
Action Items # 03.
Copyrighted
September 16, 2024
ITEM TITLE: Approval of Sublease and Operations Agreement with Dubuque Forward
LLC
SUMMARY: City Manager recommending City Council adopt a resolution approving a
sublease and operations agreement with Dubuque Forward LLC for 897
Central.
RESOLUTION Approving a Sublease and Operations Agreement
between the City of Dubuque, Iowa and Dubuque Forward LLC
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Agreement Supporting Documentation
Masterpiece on the Mississippi
Dubuque
heal
All -America City
111111
2007.2012.2013
2017*2019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Approval of Sublease and Operations Agreement with Dubuque Forward
LLC
DATE: September 12, 2024
Leisure Services Director Marie Ware is recommending City Council adopt a resolution
approving a sublease and operations agreement with Dubuque Forward LLC for 897
Central.
The parks and recreation commission reviewed the sublease and operations agreement
at their September 10, 2024, meeting and unanimously recommends approval.
Dubuque Forward and partners wanted to develop a new downtown pocket park in
2024. Dubuque Forward collaborated and entered a lease with Molo Oil Company with
the intention to utilize the vacant site at the corner of 9th Street and Central Avenue for a
new pocket park. This collaboration also includes Mississippi Driftless Regional
Foundation. They wished to create a community gathering space dedicated to
Dubuque's first responders. The park design is by Mike Stickley of Stickley Morton
Architects and focuses on creating an environment highlighting some of our region's
natural materials and forms. A ribbon cutting was held on September 12.
Dubuque is well-known for its partnerships and this agreement is an example of a
partnership that is built in a very unique way. Dubuque Forward requested the city
partner with them and take on day to day maintenance of the park and enforcement
activities. The city had $20,000 of funding that could be used for items like water
fountain, picnic tables and/or waste receptacles. The City currently is having trouble
maintaining all current park assets that have grown in number and will again when the
three mini parks open later this fall. Additional personnel have not been added and the
staff is stretched thin. This would require additional resources to take on the
maintenance of the Dubuque Forward park.
Sr. Counsel Barry Lindahl, Stephen Alt and Andy Butler representing Dubuque Forward
and myself looked at numerous ways to partner. Due to a variety of laws and
regulations of what cities can and cannot do, it was determined that a sublease to the
city would be necessary if the city was to maintain the new park and have park
ordinances that apply to the park.
The sub -lease attached allows the City to maintain the park. The City will maintain the
park with the provision that Dubuque Forward pay for the cost of the maintenance each
year. This cost is estimated at approximately $8500 per year. This would include snow
removal, ice control, mowing, trash/recycling removal, general maintenance including
addressing vandalism, weed control, backflow testing and inspection, winterization,
electric, water, sewer and storm fees, and park patrol activities. Dubuque Forward
would only be charged for the actual time and expenditures described. This
arrangement is similar to another agreement the city has related to the improvements
the DRA made at the All -Veterans Memorial on Chaplain Schmitt Island. According to
that agreement, the DRA pays for the maintenance costs of the completed project.
The capital investment of $20,000 of park equipment is described in the sub -lease with
the caveat that if the agreement is terminated, the City will be allowed to remove the
park equipment at the time of termination.
The City of Dubuque appreciates Dubuque Forward's commitment to make Dubuque a
community of choice where all people can thrive as well as their commitment to all park
development and construction costs. These efforts have transformed this lot from a
vacant site to a beautiful park that many will be proud of and enjoy into the future. It is
through partnerships that great things happen in Dubuque.
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
Steve Fehsal, Park Division Manager
Jennifer Larson, Chief Financial Officer
Barry Lindahl, Sr. Counsel
Andy Butler, Dubuque Forward
Stephan Alt, Attorney representing Dubuque Forward
2
Masterpiece on the Mississippi
Dubuque
bnetri
AIbAmmriea City
illir
2007.2012.2013
2017*2019
TO: Michael C. Van Milligen, City Manager
FROM: Marie L. Ware, Leisure Services Director
SUBJECT: Approval of Sublease and Operations Agreement with Dubuque Forward LLC
DATE: September 11, 2024
INTRODUCTION
The purpose of this memo to request Mayor and City Council approval of a sublease and
operations agreement with Dubuque Forward LLC for 897 Central.
BACKGROUND
Dubuque Forward has a vision that Dubuque will be the most inspiring city of its size, and
their mission is to make Dubuque a community of choice where all people can thrive. They
established key priorities of 1. Vibrancy within downtown neighborhoods, starting with
Millwork and lower Main and 2. Connectivity and cohesion between downtown
neighborhoods. They are doing this through the work of passion teams related to arts,
housing, mobility, entrepreneurial cultivation, and recreation spaces and natural areas. The
focus of the recreation spaces and natural areas passion team is the greening of the city
core and improving access to and opportunities to the river, natural spaces, and recreation.
DISCUSSION
Dubuque Forward and partners wanted to develop a new downtown pocket park in 2024.
Dubuque Forward collaborated and entered a lease with Molo Oil Company with the
intention to utilize the vacant site at the corner of 9th Street and Central Avenue for a new
pocket park. This collaboration also includes Mississippi Driftless Regional Foundation.
They wished to create a community gathering space dedicated to Dubuque's first
responders. The park design is by Mike Stickley of Stickley Morton Architects and focuses
on creating an environment highlighting some of our region's natural materials and forms.
A ribbon cutting is scheduled for September 12.
Dubuque is well-known for its partnerships and this agreement is an example of a
partnership that is built in a very unique way. Dubuque Forward requested the city partner
with them and take on day to day maintenance of the park and enforcement activities. The
city had $20,000 of funding that could be used for items like water fountain, picnic tables
and/or waste receptacles. The City currently is having trouble maintaining all current park
assets that have grown in number and will again when the three mini parks open later this
fall. Additional personnel have not been added and the staff is stretched thin. This would
require additional resources to take on the maintenance of the Dubuque Forward park.
Sr. Counsel Barry Lindahl, Stephen Alt and Andy Butler representing Dubuque Forward
and myself looked at numerous ways to partner. Due to a variety of laws and regulations of
what cities can and cannot do, it was determined that a sublease to the city would be
necessary if the city was to maintain the new park and have park ordinances that apply to
the park.
The sub -lease attached allows the City to maintain the park. The City will maintain the park
with the provision that Dubuque Forward pay for the cost of the maintenance each year.
This cost is estimated at approximately $8500 per year. This would include snow removal,
ice control, mowing, trash/recycling removal, general maintenance including addressing
vandalism, weed control, backflow testing and inspection, winterization, electric, water,
sewer and storm fees, and park patrol activities. Dubuque Forward would only be charged
for the actual time and expenditures described. This arrangement is similar to another
agreement the city has related to the improvements the DRA made at the All -Veterans
Memorial on Chaplain Schmitt Island. According to that agreement, the DRA pays for the
maintenance costs of the completed project.
The capital investment of $20,000 of park equipment is described in the sub -lease with the
caveat that if the agreement is terminated, the City will be allowed to remove the park
equipment at the time of termination.
The parks and recreation commission reviewed the sublease and operations agreement at
their September 10, 2024 meeting and unanimously recommends approval.
The City of Dubuque appreciates Dubuque Forward's commitment to make Dubuque a
community of choice where all people can thrive as well as their commitment to all park
development and construction costs. These efforts have transformed this lot from a vacant
site to a beautiful park that many will be proud of and enjoy into the future. It is through
partnerships that great things happen in Dubuque.
ACTION REQUESTED
I respectfully request Mayor and City Council approval of a Sublease and Operations
Agreement with Dubuque Forward LLC for 897 Central and adopt the resolution.
cc: Park Division Manager Steve Fehsal
Chief Financial Officer Jenny Larson
Sr. Counsel, Barry Lindahl
Andy Butler, Dubuque Forward
Stephan Alt, Attorney representing Dubuque Forward
2
Prepared by Marie L. Ware, Leisure Services Director, 2200 Bunker Hill Road, Dubuque, IA 52001, 563589-4263
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 303-24
APPROVING A SUBLEASE AND OPERATIONS AGREEMENT BETWEEN THE CITY OF
DUBUQUE, IOWA AND DUBUQUE FORWARD LLC
Whereas, Dubuque Forward LLC has leased from Molo Oil Company Lots 257 and 258 in
the City of Dubuque (897 Central Avenue); and
Whereas, the City of Dubuque desires to sublease said premised to maintain and operate
this area as a public park; and
Whereas, it is the determination of the City Council that approval of the sublease and
operations agreement, according to the terms and conditions set out in the agreement, is in the
public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The Sublease and Operations Agreement by and between the City of Dubuque
and Dubuque Forward LLC for the sublease of the privately developed park will now become
a public park through this agreement to be maintained by the City of Dubuque, a copy attached
hereto, is hereby approved.
Section 2. The Mayor is hereby authorized and directed to execute the Sublease and
Operations Agreement on behalf of the City of Dubuque.
Section 3. That the City Manager is authorized to take such actions as are necessary to
comply with the terms of the Sublease and Operations Agreement as herein approved.
Passed, approved, and adopted this 16th day of September 2024.
Bra cj,ll71: 2'avanagh, Mayor
Attest:
'Arn.(/ e_l2A/�
Adrienne N. Breitfelder; City Clerk
SUBLEASE AND OPERATIONS AGREEMENT
THIS SUBLEASE AND OPERATIONS AGREEMENT (this "Agreement") made as of
3e rtern b t^ j 6 , 2024 by and between the DUBUQUE FORWARD, LLC, an Iowa limited liability
company ("Sublessor") and THE CITY OF DUBUQUE IOWA, an Iowa municipal corporation
("Sublessee").
WITNESSETH:
WHEREAS, Sublessor has entered into a certain lease, dated as of May 1, 2024, as tenant
with the MoLo OIL COMPANY as landlord ("Landlord") for that certain parcel of real property,
located in Dubuque, Iowa, Parcel No. 1024481003, having an address of 897 Central Avenue,
Dubuque, Iowa 52001 (the "Premises"), and a copy of such lease is attached hereto as Exhibit A
and incorporated herein by reference (the "Lease"); and
WHEREAS, Sublessee desires to lease from Sublessor the Premises on the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions
hereinafter set forth, it is mutually agreed as follows:
1. Subleased Premises. Sublessor hereby leases to Sublessee, and Sublessee hereby leases
from Sublessor, the entirety of the Premises more particularly described on the attached Exhibit B
(the "Subleased Premises").
2. Term.
a. The initial term (the "Initial Term", and together with any renewal term, the "Term") of
this Agreement shall commence on August 1, 2024 (the "Commencement Date") and shall
expire on July 31, 2048 (the "Expiration Date"). The parties agree that they will negotiate
in good faith regarding the possibility of a renewal of this Agreement.
b. If Sublessee remains in possession of the Subleased Premises after expiration of the Term,
such possession by Sublessee shall be deemed to be a month -to -month tenancy terminable
on thirty (30) days prior written notice given at any time by either party. All provisions of
this Agreement, except Section 2(a), shall apply to the month -to -month tenancy.
3. Rental Payments. Sublessee shall pay rent in respect of the Subleased Premises in the
amount of One Dollar ($1.00) per annum, payable on the Commencement Date and on each
anniversary of the Commencement Date thereafter during the Term.
4. Use. The Subleased Premises shall be used by Sublessee exclusively as a public park as
such term is defined under and in accordance with the rules promulgated under Chapter 5 of
Title 10 of the City Code of Dubuque, Iowa. Except as permitted by Section 14 of this Agreement,
Sublessee shall not erect any permanent structures on the Subleased Premises, without the express
written consent of Sublessor.
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5. Representations. Sublessor hereby warrants and represents that: (i) the Lease is in full force
and effect; (ii) that it has full right, power and authority under the Lease and otherwise to enter
into this Agreement; and (iii) it has provided Sublessee with true and complete copies of the Lease
and all amendments thereto.
6. Landlord's Consent. The consent of Landlord to this Agreement is attached hereto as
Exhibit C.
7. Utilities. Sublessor shall be responsible for arranging and paying for all utility services
reasonably required by Sublessee in connection with the Subleased Premises. Sublessor shall not
be liable for damages for failure to perform as herein provided, or for any stoppage for needed
repairs or for improvements or arising from causes beyond the control of Sublessor.
8. Operations, Management, and Staff. The Subleased Premises will be operated and
managed on a day-to-day basis by Sublessee's staff. Sublessee's staff shall be employees of
Sublessee and shall be subject to all of Sublessee's personnel policies and procedures, and
applicable laws and regulations. Sublessee shall operate the Subleased Premises in a manner
consistent with Sublessee's operation of public parks in the City of Dubuque.
9. Programming; Special Events; Fees.
a. All programming, if any, on the Subleased Premises will be developed and implemented
by Sublessee's staff and volunteers. To the extent reasonably practical, any such
programming shall include environmental education programs, native plant
demonstrations, habitat restoration projects, and wildlife monitoring. Sublessor and
Sublessee acknowledge their intent to jointly cooperate to develop programming that is
consistent with each party's mission.
b. Sublessee may conduct special events ("Special Events") on the Subleased Premises,
including, without limitation, fundraising events for the benefit of Sublessee, provided that
Sublessee shall give Sublessor thirty (30) days prior written notice of any such Special
Event and Sublessee shall provide for and assume all costs and expenses for any permits
required by government authorities, or additional personnel or facilities necessary to
accommodate such Special Event. Sublessor shall not have any right to any income derived
from such Special Events. The dispensing of alcohol shall not be permitted on the
Subleased Premises except in connection with such Special Events. If alcohol is dispensed,
Sublessee shall be solely responsible for obtaining all licenses and permits in connection
therewith, and shall obtain dram shop insurance that names Sublessor and Landlord as
additional insureds. Sublessor agrees that Sublessee may utilize the Subleased Premises for
the placement of temporary structures in connection with such Special Events, including,
but not limited to, tents.
10. Repairs and Maintenance. The parties shall perform and pay for all repair and maintenance
work concerning the Subleased Premises according to the following table:
08062024ba1
Performance
Payment
DF=Sublessor
City=Sublessee
% Sublessor
% Sublessee
Spring and fall clean up
City
100
0
Snow and ice removal
City
100
0
Lawn Care/Mowing
City
100
0
Periodic weed control
City
100
0
Trash bin collection
City
100
0
Periodic park clean up
City
100
0
General maintenance
City
100
0
Park patrol
City
100
0
Capital Improvements
DF
100
0
Fall sprinkler shut down and spring sprinkler
turn on
City
100
0
11. Real Estate Taxes.
a. INSTALLMENTS. All installments of real estate taxes which are payable during the Term
of this Agreement will be paid by the parties in the following proportions:
Sublessor 100.00% Sublessee 0.00%
b. PERSONAL PROPERTY TAXES. Sublessee agrees to timely pay all taxes, assessments
or other public charges levied or assessed by lawful authority against its personal property
on the Premises during the term of this Agreement.
c. SPECIAL ASSESSMENTS. Special assessments during the Term of this Agreement (only
the installments which become due during the Term of this Agreement) must be timely
paid by the parties in the following proportions:
Sublessor 100.00% Sublessee 0.00%
12. Informational Signage. Sublessee, at Sublessee's sole cost and expense, may install
informational signage customary to public park usage, on the Subleased Premises. Sublessee shall
be responsible for maintaining any such informational signage in good condition and repair.
13. Vending. Sublessee shall not sell any food or merchandise from the Subleased Premises,
provided, that Sublessee may sell of food or merchandise during Sublessee's Special Events as
provided herein.
14. Capital Investment. Sublessee has pledged a capital investment of Twenty Thousand
Dollars ($20,000.00) to be used for the purchase as soon as the funds are available after execution
of this Agreement of park equipment to be installed by Sublessor on the Subleased Premises. The
capital investment described herein is an integral component of this Agreement. If this Agreement
is terminated prior to the end of the Initial Term, Sublessor shall allow Sublessee to remove the
park equipment at the time of termination. Sublessee shall provide Sublessor with specifications
and plans concerning the placement of all such park equipment on the Subleased Premises.
08062024ba1
Sublessor shall have ten (10) days following receipt of specification and plans to object to the
placement of any of the park equipment in writing; otherwise the same shall be considered
approved.
15. Insurance. Sublessor shall obtain property insurance and commercial general liability
insurance in such amounts deemed advisable by Sublessor. The commercial general liability policy
shall be endorsed to include the Sublessee as an additional insured.
16. Environmental Indemnity.
a. RELEASE: Sublessor hereby releases and forever discharges Sublessee and its successors,
affiliates, parents, subsidiaries, lenders, members, officers and assigns ("Released Parties")
from and against any and all claims, acts, liabilities, demands, penalties, fines, damages
(including foreseeable and unforeseeable consequential damages), grievances, losses,
orders, judgments, liens, rights of action, causes of action, costs and expenses of whatever
kind or nature, known or unknown, contingent or otherwise, accrued and un-accrued,
including without limitation attorney and expert fees and disbursements (collectively,
"Claims"), which Sublessor ever had, now has, or may in the future have against the
Released Parties arising out of or relating in any way, directly or indirectly, to the
ownership of, use and occupation of, and operations at the Subleased Premises, including,
without limitation, any matters related to the use, generation, storage, treatment, abatement,
transportation, leaking, spilling, release, or disposal of Hazardous Materials impacting or
within the Subleased Premises or migrating from or into the Subleased Premises, and
including operation of a gas/service station within the Subleased Premises or beyond the
Subleased Premises.
b. INDEMNITY: For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Sublessor shall indemnify, defend and hold harmless Sublessee
and its successors, elected officials, officers, employees, invitees, and assigns
("Indemnified Parties") from any and all loss, claim, liability, damages, injunctive relief,
injuries to person, property or natural resources, cost, expense, action or cause of action,
arising in connection with the release or presence of any hazardous substance, waste, or
material at or from the Premises whether foreseeable or unforeseeable, regardless of the
source of such releases or when such release occurred or such presence is discovered.
The foregoing indemnity includes, without limitation, all costs of removal, remediation of
any kind, and disposal of such hazardous substance, waste, or material (whether or not
such Hazardous Substances may be legally allowed to remain in the Premises if removal
or remediation is prudent), all cost of determining whether the Premises is in compliance
with applicable environmental laws, all costs incurred in restoring the Premises to be in
compliance with all applicable environmental laws, all costs associated with claims for
damages to persons, property, or natural resources, and Sublessee's reasonable attorneys'
and consultants' fees and court costs.
17. Subordination. This Agreement is hereby expressly made subject and subordinate to the
Lease and shall be upon the same terms, covenants and conditions provided in the Lease as
applicable to the Subleased Premises, except for such terms as by their nature are inapplicable to,
contradicted by, or inconsistent with this Agreement. Sublessee acknowledges receipt of a copy of
08062024ba1
the Lease. Sublessee acknowledges that its possession and use of the Subleased Premises shall at
all times be subject to the rights of Landlord set forth in the Lease. Except as otherwise expressly
provided in this Agreement, the provisions of the Lease are deemed included herein and made a
part hereof ("Sublessor" being substituted for "Landlord" or "Lessor"; "Sublessee" being
substituted for "Tenant" or "Lessee"; "Subleased Premises" being substituted for "Premises" or
"Demised Premises"). In the event of any inconsistency between the provisions of this Agreement
and the provisions of the Lease as incorporated herein, the provisions of this Agreement shall
control as between Sublessor and Sublessee.
18. Obligations under Lease. Sublessee covenants and agrees not to do or knowingly permit
any act which would, might, or does violate, or constitute a breach of or a default under the Lease
or which would, might, or does make Sublessor liable for any damages, claim or penalty under the
Lease.
19. Default and Termination. Upon any breach of any of the terms, covenants, or agreements
to be performed or observed under this Agreement, and continuance of such breach for ten (10)
days after written notice from the non -breaching party or Landlord explaining the nature of such
breach, or, if the breach is of such a character as cannot be reasonably cured within such ten (10)
day period, failure by the breaching party to take such action as reasonably can be taken toward
curing the same, then, in the event of a breach under this Agreement, Sublessor or Landlord may
exercise any of the rights given to the Landlord under the Lease, provided that if any such breach
relates to a provision of the Lease, then Sublessee shall be entitled to a seven (7) day cure period
unless Sublessor and Tenant consent to additional time to cure said breach. In the event the Lease
is terminated pursuant to its terms prior to the expiration of the term of this Agreement, this
Agreement shall automatically cease and terminate as of the date upon which the Lease is
terminated.
20. Indemnification. To the extent permitted by law, each party hereto will protect, indemnify,
and hold harmless the other party or the Landlord (the "Indemnified Party") 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 Indemnified Party by reason of (a) any accident, injury to, or death of persons
or loss of or damage to property occurring on or about the Premises during the term of this
Agreement and resulting from any act or omission of such party or anyone claiming by, through
or under such party during the Term of this Agreement; and (b) any failure on the part of such
party to perform or comply with any of the terms of this Agreement or those terms of the Lease as
incorporated herein. In case any action, suit, or proceeding is brought against an Indemnified Party
by reason of such occurrence, the indemnifying party will, at its expense, resist and defend such
action.
21. Notices. All notices, demands, submissions and consents required hereunder shall be in
writing and shall be deemed given if sent by overnight courier, by facsimile, upon receipt of
facsimile confirmation page indicating a successful transmission of the entire facsimile, or by
certified mail, return receipt requested postage prepaid to the addresses shown above.
22. Waiver. No waiver under this Agreement will be effective unless it is in writing and signed by the
party granting the wavier.
08062024ba1
23. Effect. This Agreement shall be binding upon the parties hereto, their heirs, successors and
permitted assigns, and may not be altered, amended, terminated or modified except by written
instrument executed by each of the parties hereto.
24. No Assignment of Lease Created. Sublessor and Sublessee agree that this Agreement does
not create any direct Lease between Landlord and Sublessee, that Sublessee's rights are derivative
from the Sublessor through the Lease and that Sublessor remains fully liable to Landlord for all
obligations and covenants contained in the Lease except as expressly modified by this Agreement.
Without Landlord's and Sublessor's prior written consent, Sublessee may not sublet all or any part
of the Subleased Premises or assign this Agreement or knowingly permit any other person or entity
to use the Subleased Premises.
[SIGNATURE PAGE FOLLOWS]
08062024ba1
IN WITNESS WHEREOF, the parties have caused these presents to be executed the day and year
first above written.
SUBLESSOR: DUBUQUE FORWARD, LLC, by MIssissIPPI
DRIFTLESS REGIONAL FOUNDATION, sole member
By:
AndJ. Butler, 4s president of MISSISSIPPI
DRIFTLESS REGION L FOUNDATION, sole member of
DUBUQUE FORWARD, LLC
SUBLESSEE: CITY OF DUBUQUE, IOWA
By:
08062024ba1
Exhibit A
Lease
08062024ba1
LEASE AGREEMENT
THIS LEASE AGREEMEENT, made and entered into on May Pi, 2024, by and between Manua OIL
CO 1PANY ("Landlord"), whose address, "fpr the put -pose of this lease, is 123 Southern Avenue, Dubuque,
Iowa 52001 and DUBUQUE FORWARD, LLC., ("'Tenant"), whose address for the purpose of this lease
is 898 Mount Carnmel. Road, Dubuque, Iowa 52003.
The parties agree as follows:.
1. PREMISES AND TERM. Landlord leases to Tenant the following real estate, situated in Dubuque
County, Iowa, Parcel No. 1024481003, legally described as:
Lots257 and 258 in the City of Dubuque, Iowa, (the "Premises"),
together with all improvements thereon, and all rights, easements and appurtenances thereto
belonging, for a twenty-five (2 S) year term beginning on August 1, 2023,.and ending on July 31,.2048
(the "Term"), upon the condition that Tenant performs as prow ided in this lease.
2. RENT. Tenant agrees to pay Landlord as rent. $1.00 per year, in advance commencing on August 1,
2023,.and on the 1" day of each August thereafter, during the Tenn :of this lease:
3. POSSESSION. Tenant shall be entitled to possession on the first day of the lease Tenn, and shall
yield possession to Landlord at the termination of this lease.
4. USE, Tenant shall use the Premises as public green space and other public purposes.
5. CARE AND MAINTENANCE: Tenant shall maintain the Premises in a reasonable safe, serviceable,
clean and presentable condition, and shall make all repairs, replacements and improvements to the
Premises as Tenant deems advisable in Tenant's discretion, INCLU:DING ALL CHANGES,
ALTERATIONS OR ADDITIONS ORIJERED BY ANY LAWFULLY CONSTITUTED
GOVERNMENT :AUTHORITY DIRECTLY RELATED ro TENANT'S USE OF THE:PREMISES.
Tenant agrees to remove all snow and ice and other obstructions from the sidewalk on or abutting the
Premises.
6. UTILITIES AND SERVICES. Tenant shalt pay lot all utilities, services, and expenses which may
be usedon or relate to the Premises. Landlord shill not be liable for.damages for failure to perform as
herein provided, or fiar any stoppage for needed repairs or for improvements or arising from causes
beyond the control of Landlord..
7. ASSIGNMENT AND SUBLETTING. No assignment or subletting, either voluntary or by operation
of law, shall be effective without the prior written consent of Landlord, Which consent shall not
unreasonably be withheld.
8. INSURANCE. Tenant shall obtain property insurance and. commercial general liability insurance in
such amounts deemed advisable by 'I`enant. The commercial generalliability policy shall be endorsed
to include the Landlord as an additional insured_
9: LIABILITY FOR DAMAGE. Each party shall be liable to the other for all damage to the property
of the other negligently, recklessly or intentionally caused by that party (or their agents, employees oi'
invitees), except to the extent the loss is insured and: subrogation is waivedunder the owner's policy.
10. INDEMNITY. Except for any ne.o iigence of Landlord and environmental inderthnity provided herein,
Tenant will protect, defend, and indemnify Landlord from and against any and all loss, costs, damage
and expenses occasioned by, or arising out of, any accident Or other occurrence causing or inflicting
injury or damage to any person or property, happening or done in, upon or about the Premises, or due
directly or indirectly to the tenancy, use or occupancy thereof, or any part thereof by Tenant or: any
11'ta c
person claiming through or under. Tenant.
11. ENVIRONMENTAL INDEMNITY.
a. Release: Landlord hereby releases and forever discharges Tenant and its successors, affiliates,
parents, subsidiaries, ]enders, members, officers and assigns (`-Released Parties") from and against.
any and all claims, acts, liabilities, demands, penalties, fines, damages (including foreseeable and
unforeseeable consequential damages), grievances, losses, orders, judgments, liens, rights of
action, causes of action. costs and expenses of whatever kind or nature, known or unknown,
contingent or otherwise, accrued and un-accrued, including without limitation attorney and expert.
fees and disbursements (collectively, "Claims"), which Landlord ever had, now has, or may in the
future have against the Released Parties arising out of or relating in any way, directly or indirectly,
to the ownership of use and occupation of, and operations at the Premises, including, without
limitation. any matters related to Landlord.'suse, generation, storage, treatment,abatement,
transportation. leaking, spilling, release, or disposal of Hazardous Materials iinpacting or within
the Premises or migrating from or into the Premises. and including operation of a gas/service
station within the Premises or beyond the Premises.
b. Indemnity: For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord shall indemnify, defend and hold harmless Tenant and its successors,
affiliates, parents, subsidiaries, lenders, members, officers and assigns ("Indemnified Parties")
from all Claims that may be imposed upon, asserted against or incurred or paid by Indemnified
Parties by reason of on account of or in connection with (a) any Contamination, (b) any Cleanup,
(c) any Claims arising under Environmental Laws. (d) the imposition or recording of a lien against
the. Premises due to any Contamination, and (e) any other liability arising under- Environmental
Laws.
12. MECHANICS' LIENS, Neither Tenant, nor anyone .claiming by, through, or under Tenant, shall.
have the right to file any mechanie's lien against the Premises. Tenant shall give notice in advance to
all contractors and subcontractors who may furnish, or agree to. furnish, any material, service or labor
for any. iniprovement. oft the Premises.
13, DEFAULT, NOTICE OF DEFAULT AND REMEDIES.
A: EVENTS OF DEFAULT: Each of the following shall constitute an event of default by Tenant:
(1) Failure to pay rent when due; (2) failure to • observe or perform any duties, obligations,
agreements, or conditions imposed on Tenant pursuant to the terxns.of the lease; .(3) abandonment
of the Premises; (4) institution of voluntary bankruptcy proceedings by Tenant; institution of
involuntary bankruptcy proceedings in which the Tenant thereafter is adjudged a bankruptcy;
assignment for the benefit of creditors of the interest of Tenant Under this. lease `agreement;
appointment of a receiver for the property or affairs of Tenant, •where the receivership is not
vacated within ten. (10) days after the appointment of the receiver.
R. NOTICE ICE OF DEFAULT: Landlord shall give Tenant a. wutten notice specifying the default and
.giving the Tenant ten (10). days in which to correct the default. If there .is a default that cannot be
remedied in ten (1 0) days •bv diligent efforts of the Tenant, Tenant shall propose an additional
period of time in which to. remedy the default. Consent to additional time shalt not be unreasonably
withheld by Landlord. Landlordshallnot be required to give Tenant any more than three notices
for the same default. within. any 365-day.period.
C. REMEDIES: 1n the event Tenant has not remedied a default in atimely manner following a Notice.
of Default, landlord may proceed with all available remedies at law or in equity, including but not
21Pa;ge
limited to the following: (1) Termination. Landlord may declare this lease to be terminated and
shall give Tenant a written notice of such termination. In the event of termination of this lease,
Landlord shall be entitled to prove claim for and obtain judgment against Tenant for the balance
of the rent agreed to be paid for the term herein provided, plus all expenses of Landlord in regaining
possession of the Premises and the reletting thereof, including attorney's fees and court costs,
crediting against such claim, however, any amount obtained by reason of such reletting;
(2) Forfeiture. If a default is not remedied in a timely manner, Landlord may then declare this lease
to be forfeited and shall give Tenant a written notice of such forfeiture, and may, at the time, give
Tenant the notice to quit provided for in Chapter 648 of the Code of Iowa.
14. NOTICES AND DEMANDS. All notices shall be given to the parties hereto at the addresses
designated unless either party notifies the other, in writing, of a different address. Without prejudice
to any other method of notifying a party in writing or making a demand or other communication, such
notice shall be considered given under the terms of this lease when it is deposited in the U.S. Mail,
registered or certified, properly addressed, return receipt requested, and postage prepaid.
15. PROVISIONS BINDING. Each and every covenant and agreement herein contained shall extend to
and be binding upon the respective successors, heirs, administrators, executors and assigns of the
parties hereto.
MOLD OIL COMPANY, Landlord MISSISSIPPI DRIFTLESS REGIONAL FOUNDATION,
5014 Yf 4 mi:03i de-Ms,
vv Vt PAMfi
By:
By:
c, a &.L/7/a-,
Mark E. Molo, President TTSebra A. Butler, President
31PL,ge
Exhibit B
Legal Description of Subleased Premises
Parcel No. 1024481003, legally described as:
Lots 257 and 258 in the City of Dubuque, Dubuque County, Iowa.
08062024ba1
Exhibit C
Landlord's Consent
08062024ba1
LANDLORD'S CONSENT TO SUBLEASE
This agreement of consent to Sublease is made effective September, 11, 2024, between MoLo OIL
COMPANY ("Mo1o"), DUBUQUE FORWARD, LLC ("Dubuque Forward"), and THE CITY OF DUBUQUE, IOWA,
("City").
RECITALS
A. Molo entered into a lease with Dubuque Forward dated May 1, 2024, pursuant to which Molo leased to
Dubuque Forward that certain parcel of real property, located in Dubuque, Iowa, Parcel
No. 1024481003, having an address of 897 Central Avenue, Dubuque, Iowa 52001 (the "Premises"),
(the lease and all riders and amendments to it are referred to as the "Master Lease").
B. Dubuque Forward desires to sublet the Premises covered by the Master Lease to City, and City desires
to lease the Premises from Dubuque Forward.
C. The terms of the Master Lease require the consent of Molo to any subletting, and Molo has agreed to
grant the consent.
Now, therefore, Molo consents to the Sublease of the Premises between Dubuque Forward and City dated
September, 11 , 2024 (the "Sublease") subject to the following terms and conditions:
SECTION ONE
SUBORDINATION OF SUBLEASE
The Sublease shall be subject and subordinate at all times to all of the covenants, agreements, terms,
provisions, and conditions of the Master Lease and of this consent to Sublease. Neither Dubuque Forward
nor City shall do or permit anything to be done in connection with the Sublease or City's occupancy of
the Premises, as defined in the Sublease, which will violate the Master Lease or this consent to Sublease.
SECTION TWO
ASSIGNMENT
City will not, without the prior written consent of Molo in each instance, assign the Sublease or sublet the
Premises or any part of the Premises.
SECTION THREE
EFFECT OF SUBLEASE
A. This agreement of consent to Sublease by Molo shall not be deemed in any way or manner a release of
Dubuque Forward from any and all obligations to be performed by Dubuque Forward as the lessee under
the Master Lease. The parties to this agreement of consent to Sublease agree that Molo may, after a
default by Dubuque Forward under the Master Lease, collect all rents due and owing from City, and
collection in this manner shall not be deemed a waiver of any rights and remedies of Molo against
Dubuque Forward as the lessee under the Master Lease.
B. Notwithstanding anything to the contrary contained in the Sublease, nothing in the Sublease, or
contained in this agreement of consent to Sublease, shall enlarge or increase Molo's obligations or
11Page
liability under the Master Lease or otherwise, and, in the event of a default in the Master Lease which
results in a termination of the Master Lease, the Sublease and City's rights in the Premises shall also be
terminated.
SECTION FIVE
BINDING EFFECT
On the execution of this agreement of consent to Sublease and the Sublease, City agrees to be fully bound
and obligated under all the terms and conditions of the Master Lease. This agreement of consent to
Sublease by Molo shall not act to bind Molo to perform any of the obligations of Dubuque Forward as
may be provided in the Sublease.
SECTION SIX
MODIFICATION
This agreement of consent to Sublease may be changed only by an agreement in writing signed by all
parties to this agreement of consent to Sublease.
The parties have executed this agreement the day and year first set forth above.
MOLD OIL COMPANY
By:
Mark E. Molo, President
ZiaziL
DUBUQUE FORWARD, LLC, by MISSISSIPPI DRIFTLESS
REGIONAL FOUNDATION, sole member
By:
An 6v J. Butler, as esident of MISSISSIPPI DRIFTLESS
REGIONAL FOUNDA ON, sole member of DUBUQUE
FORWARD, LLC
CITY OF DUBUQUE, IOWA
By:
2IPage