Lease Agreement by and between the City of Dubuque and Flint Hills Resource Pine Bend, LLCCity of Dubuque
City Council
Copyrighted
September 8, 2026
ITEMS SET FOR PUBLIC HEARING # 2.
ITEM TITLE: Lease Agreement by and between the City of Dubuque and
Flint Hills Resource Pine Bend, LLC
SUMMARY: City Manager recommending City Council adopt the
resolution setting the public hearing for September 21, 2026,
for a new Lease Agreement with Flint Hills Resource Pine
Bend, LLC (Flint Hills) for property at Dove Harbor to
commence April 1, 2027, for a term of ten years with an
automatic ten-year renewal.
RESOLUTION Fixing The Date For A Public Hearing Of The
City Council Of The City Of Dubuque, Iowa On A Lease
Agreement By And Between The City Of Dubuque, Iowa And
Flint Hills Resources Pine Bend, LLC, And Providing For The
Publication Of Notice Thereof
SUGGUESTED Receive and File; Adopt Resolution(s), Set Public Hearing for
DISPOSITION: September 21, 2026
ATTACHMENTS:
1. MVM Memo LEASE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE
AND FLINT HILLS RESOURCE PINE BEND, LLC
2. Staff Memo —Flint Hills _ 08-27-2026
3. Resolution —Flint Hills Public Notice_08-25-2026
4. Notice of Public Hearing_Flint Hills_08-25-2026
5. Flint Hills DBQ Lease Aug 24 2026_encrypted_
Dubuque
THE CITY OF
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Lease Agreement By And Between The City Of Dubuque And Flint Hills
Resource Pine Bend, LLC
DATE: September 3, 2026
Senior Counsel Barry Lindahl is recommending City Council adopt the resolution setting
the public hearing for September 21, 2026, for a new Lease Agreement with Flint Hills
Resource Pine Bend, LLC (Flint Hills) for property at Dove Harbor to commence April 1,
2027, for a term of ten years with an automatic ten-year renewal. The Lease Agreement
includes termination provisions which allow Flint Hills to terminate upon not less than 30
months' notice if its refinery in Minnesota, which produces the products which are the
subject of the Lease Agreement, is permanently shut down.
Initial rent beginning April 1, 2027, is $776,133.95 annually (or $64,677.83 per month)
with an annual increase based on the United States Bureau of Labor Statistics Producer
Price Index ("PPI") as of December 31 of each year compared to the PPI as of
December 31 of the previous year, but not to exceed three percent (3%). In no event,
however, shall the rent for any year be less than the rent for the previous year.
Flint Hills also pays wharfage on inbound cargo transferred to the Demised Premises by
water, rail or motor vehicle.
The remaining terms of the Lease Agreement are consistent with the original 2012
Lease Agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Counsel
Jim Bousley, Project Manager
THE CITY OF
DUB E
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: September 8, 2026
Dubuque
AII•Anerin Ciq
1111-111-1-11
2007-2012.2013
2017*2019
RE: LEASE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE
AND FLINT HILLS RESOURCES PINE BEND, LLC
In 2012, the City of Dubuque entered into a Lease Agreement with Flint Hills Resources
Pine Bend, LLC (Flint Hills) for property at Dove Harbor. Please see attached Exhibit B.
The Lease Agreement will expire March 31, 2027.
The City has negotiated a new Lease Agreement with Flint Hills to commence April 1,
2027 for a term of ten years with an automatic ten-year renewal. The Lease Agreement
includes termination provisions which allow Flint Hills to terminate upon not less than 30
months' notice if its refinery in Minnesota, which produces the products which are the
subject of the Lease Agreement, is permanently shut down.
Initial rent beginning April 1, 2027, is $776,133.95 annually (or $64,677.83 per month)
with an annual increase based on the United States Bureau of Labor Statistics Producer
Price Index ("PPI") as of December 31 of each year compared to the PPI as of December
31 of the previous year, but not to exceed three percent (3%). In no event, however, shall
the rent for any year be less than the rent for the previous year.
Flint Hills also pays wharfage on inbound cargo transferred to the Demised Premises by
water, rail or motor vehicle.
The remaining terms of the Lease Agreement are consistent with the original 2012 Lease
Agreement.
I recommend the attached Resolution setting the public hearing for the Lease Agreement
by and between the City of Dubuque and Flint Hills Resources Pine Bend, LLC be
submitted to the City Council for consideration and adoption.
BAL:JLM
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org
Attachments
cc: Crenna Brumwell, City Attorney
Jill Connors, Economic Development Director
Jim Bousley, Project Manager
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL tsteckle@cityofdubuque.org
EXHIBIT B
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OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL tsteckle@cityofdubuque.org
Prepared by Barry A. Lindahl Esq. 300 Main St., Ste. 330 Dubuque IA 52001-6944 (563) 583-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 330-26
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA ON A LEASE AGREEMENT BY AND BETWEEN THE CITY OF
DUBUQUE, IOWA AND FLINT HILLS RESOURCES PINE BEND, LLC, AND
PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
WHEREAS, the City of Dubuque, Iowa (City) has tentatively entered into a Lease
Agreement with Flint Hills Resources Pine Bend, LLC (Flint Hills), subject to City Council
approval under which Flint Hills leases certain real property legally described as follows:
A part of unplatted slough and Government Lot 3, Section 19, Township 89 North,
Range 3 East, 5th Principle Meridian in the City of Dubuque, Dubuque County, Iowa
and
WHEREAS, the City Council finds that it is in the best interest of the City of
Dubuque to approve the Lease Agreement, subject to the required public hearing.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA THAT:
SECTION 1. The City Clerk is hereby authorized and directed to cause a notice to
be published as prescribed by the Iowa Code of a public hearing on the City's intent to
approve the Lease Agreement by and between City of Dubuque and Flint Hills Resources
Pine Bend, LLC, to be held on the 21St day of September, 2026, at 6:30 p.m. for the
purpose of receiving public input and comment regarding the proposed Lease Agreement
by and between the City of Dubuque, Iowa and Flint Hills Resources Pine Bend, LLC.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of approving the Lease Agreement by and between the City of
Dubuque, Iowa and Flint Hills Resources Pine Bend, LLC.
Section 3. The City Clerk is hereby directed to cause at least one publication to be
made of a notice of said meeting, in a newspaper, printed wholly in the English language,
published at least once weekly, and having general circulation in said City, said publication
to be not less than four days nor more than twenty days before the date of said meeting
on the issuance of said Obligations.
Section 4. That the notice of the meeting shall be in substantially the form attached
hereto.
Passed, approved and adopted this 8t" day of September, 2026.
igh, Mayor
Attest:
Adrienne N. Breitfelder,yCity Clerk
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the Dubuque City Council will conduct a public
hearing on the 21 st day of September, 2026, at 6:30 p.m., in the Historic Federal Building,
350 W. 61" Street, 2nd floor, Dubuque, Iowa, at which meeting the City Council proposes
to adopt a resolution approving the Lease Agreement by and between the City of
Dubuque, Iowa and Flint Hills Resources Pine Bend, LLC .
At the meeting, the City Council will receive oral and written comments from any resident
or property owner of said City to the above action. The official City Council agenda will be
posted the Friday before the meeting and will contain public input options. The agenda
can be accessed at https://dubugueia.portal.civicclerk.com/ or by contacting the City
Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org.
Written comments on the public hearing may be submitted to the City Clerk's Office by
email at ctyclerk@cityofdubuque.org or by mail to City Hall, 50 W. 13t" St., Dubuque, IA
52001, before the scheduled hearing. The City Council will review all written comments
at the time of the hearing.
Documents related to the public hearing are on file in the City Clerk's Office and may be
viewed Monday through Friday between 8.00 a.m. and 5:00 p.m.
Individuals requiring special assistance should contact the City Clerk's Office as soon as
feasible. Deaf or hard -of -hearing individuals can use Relay Iowa by dialing 711 or (800)
735-2942.
Published by order of the City Council given on the 8t" day of September, 2026.
Adrienne N. Breitfelder, CIVIC, City Clerk
LEASE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA,
AND
FLINT HILLS RESOURCES PINE BEND, LLC
This Lease Agreement (the "Lease") is entered into effective this day of
, 2026 (the "Effective Date"), between the City of Dubuque, Iowa, an
Iowa municipal corporation ("Lessor"), and Flint Hills Resources Pine Bend, LLC, a
Delaware limited liability company ("Lessee").
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, Lessor hereby leases to Lessee the
real property described in Exhibit A attached to and made a part of this Lease (20.09
acres), and as shown on Exhibit B, attached hereto, together with any and all easements
and appurtenances thereto and subject to any easements and restrictions of record (the
"Demised Premises").
1.2. This Lease shall commence as of April 1, 2027, and shall end at midnight
on March 31, 2037 (the "Initial Term"), subject to all of the terms, covenants, conditions
and agreements contained herein. At the end of the Initial Term, unless either party has
provided written notice at least eighteen (18) months prior to the end of the Initial Term
(for clarity, not later than September 30, 2035) that it does not wish to extend the term,
which may be for any reason, with or without cause, this Lease will automatically renew
without further action by either party for an additional term of ten (10) years (the "Renewal
Term"). The Initial Term and any Renewal Term shall be known as the "Term" of this
Lease. That notwithstanding, Lessee shall have the right to terminate this Agreement
without liability upon not less than thirty (30) months written notice to Lessor if for any
reason the refinery in Minnesota (Flint Hills Resources Pine Bend) which produces the
Products (as defined below) is permanently shut down.
1.3. Notwithstanding the foregoing, in the event Lessor elects to construct a river water
current turbine on or adjacent to the Demised Premises, Lessee agrees to grant such
easement as Lessor determines necessary for the construction and operation of such
turbine and associated equipment and transmission lines, which easement shall be
located to the greatest extent possible so as not to interfere with Lessee's operations. In
no event shall Lessor's easement or Lessor's construction interfere with Lessee's
compliance with applicable law.
1.4. Upon commencement of the Initial Term of this Lease, all prior leases between
Lessor and Lessee for the Demised Premises or any part thereof shall terminate.
1.5. Lessor hereby grants Lessee a nonexclusive easement for ingress and egress to
the Demised Premises over and across the Private Road shown on Exhibit B, attached
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
hereto. Except as provided in Section 6, Lessor shall have no obligation for any
maintenance for the easement area.
1.6. Use of Premises. Lessee acknowledges that the Demised Premises are currently
zoned HI Heavy Industrial. Notwithstanding such zoning, Lessee agrees that the Demises
Premises shall not be used for any of the following uses:
Slaughterhouses or stockyards;
Manufacture or processing of the following materials: ammonia or chlorine;
Manufacture of acid, lime or lime products, and detergent;
Sanitary landfills;
Sewage treatment plants;
Crematoriums; reduction plants; foundries, forges or smelters; and
Junk yards, salvage yards.
1.7. Lessee further agrees that the Demised Premises shall be used only for the
following purposes and no others without the prior written consent of Lessor: Storage,
manufacturing and distribution of petroleum products (including asphalt) and renewable
fuel -related products, subject to Section 9.1. The petroleum products (including asphalt)
and renewable fuel -related products stored, manufactured, and distributed on and from
the Demised Premises shall be known as the "Products."
SECTION 2. RENT, TAXES, AND OTHER PAYMENTS
2.1. Rent.
(1) Lessee shall pay Lessor, in addition to taxes, fees (including but not limited
to storm water fees), rates, charges, levies, assessments, and all other charges
required to be paid under this Lease by Lessee, rent in twelve equal monthly
payments commencing on the 1st day of April 2027, and on the first day of each
month thereafter. The parties recognize that annual rent for the first year of the
Initial Term will be derived from the formula in Section 2.1.(2), below, based on the
rent charged to Lessee in the year April 1, 2026 — March 31, 2027, pursuant to that
Lease Agreement between the City of Dubuque, Iowa, and Flint Hills Resources
Pine Bend, LLC, dated March 5, 2012, which is an amount of $64,677.83.
(2) Rent for each successive year of the Lease Term shall be increased
effective April 1 by the increase in the United States Bureau of Labor Statistics
Producer Price Index ("PPI") as of December 31 of each year compared to the PPI
as of December 31 of the previous year, but not to exceed three percent (3%). In
no event, however, shall the rent for any year be less than the rent for the previous
year.
2.2. Taxes. Lessee shall pay all property taxes on the Demised Premises, including
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
the land and any improvements thereon, due and payable during the Term of the Lease.
Lessor shall invoice Lessee for all such taxes.
2.3. Wharfage.
(1) Lessee shall pay Lessor $0.33 per ton for the first 80,000 tons commencing on
the 1 st day of April 2027, of inbound cargo transferred to the Demised Premises
by water, rail or motor vehicle for every ton received at the Demised Premises,
and $2.00 per ton for all such cargo in excess of 80,000 tons. Wharfage for
each successive year of the Lease Term shall be increased effective April 1 by
the increase in the United States Bureau of Labor Statistics Producer Price
Index ("PPI") as of December 31 of each year compared to the PPI as of
December 31 of the previous year, but not to exceed three percent (3%). In no
event, however, shall the wharfage for any year be less than the wharfage for
the previous year.
(2) Tonnage reports shall be provided to Lessor by January 15 of each year for
the preceding calendar year with the payment for each year due by no later than
February 1 immediately following the end of each such year.
2.4. Sale of Products to Lessor. Lessee agrees to offer to sell to Lessor on April 1 of
each year its seasonal asphalt requirements and all other products sold by Lessee from
the Demised Premises at the lowest contracted retail price out of the Demised Premises
into the Iowa market to date for the current year. The offer will be for a defined set of
product(s) and volume(s) at a determined price as mutually agreed to by both parties.
SECTION 3. TITLE TO IMPROVEMENTS AND TRADE FIXTURES
3.1. Trade Fixtures. For the purposes of this Lease, "Trade Fixtures" shall mean the
personal property located on the Demised Premises used in Lessee's business and all
structures above ground, including but not limited to tanks, loading racks, piping, pumps,
boilers, electrical housing, dock loading arm and associated pumps and piping, and
fixtures on the dock load cell and excepting those Improvements (as defined below) to
the Demised Premises.
Title to Lessee's Trade Fixtures is and shall be the sole and exclusive property of Lessee
during the Term of this Lease and shall remain the sole and exclusive property of Lessee
after the expiration or termination of this Lease, for whatever reason. Lessor
acknowledges and understands that it shall have no right, title or interest in or to Lessee's
Trade Fixtures either during the Term of this Lease or thereafter. Lessor acknowledges
and agrees that Lessee shall have the right to encumber, sell, or hypothecate Lessee's
Trade Fixtures, to remove them from the Demised Premises, or to otherwise deal with all
or any portion of such Lessee's Trade Fixtures, at Lessee's sole discretion. Upon ten (10)
days' prior written notice to Lessor, Lessor shall execute and deliver to Lessee a
certificate in recordable form prepared by Lessee stating that Lessor has no interest or
right in or to Lessee's Trade Fixtures, as well as any other or further document which
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
Lessee may reasonably request from Lessor. Lessee shall remove its Trade Fixtures after
the expiration of this Lease Agreement in accordance with the terms of this Agreement.
3.2. Improvements. For the purposes of this Lease, "Improvements" shall mean the
property affixed to the realty of the Demised Premises which are not otherwise considered
Trade Fixtures and, as of the commencement date of this Lease, include the following:
office and maintenance buildings, dock, dolphins, dock walkway, dock shack, and fence.
Upon any termination of this Lease by reason of any cause whatsoever, all Improvements
shall remain in the ownership of Lessor and shall be returned by Lessee to Lessor in good
order, condition and repair, reasonable wear and tear excepted.
At the time of construction of any new material Improvements on the Demised Premises,
Lessee shall consider the following, but final plans for new material Improvements will be
mutually agreed upon by the Lessor and Lessee:
LEED certification;
Alternative energy sources such as solar, or wind -powered; or
Any other sustainable design elements with the prior written approval of Lessor.
3.3. Landscaping.
(1) Material landscaping or aesthetic improvements will be made by the Lessee
as mutually agreed upon by the Lessor and Lessee. Lessee shall maintain all
landscaping or aesthetic improvements to the reasonable satisfaction of Lessor.
(2) No other fence shall be installed on the Demised Premises without the
approval of Lessor.
3.4. Railroad Extensions.
(1) For any railroad tracks existing as of the commencement of this Lease and
in the event Lessee installs any track to serve the Demised Premises, Lessee shall
construct or maintain such track as will permit Lessor or any other Lessee of
Lessor, to connect thereto for the purpose of serving proposed tenants occupying
land in the vicinity of the Demised Premises and the parties hereto acknowledge
and agree that this Section 3.5 is part of the consideration for this Lease, and
Lessee agrees to cooperate with said parties to make such connections to the
track of Lessee. In the event that Lessor should lease additional property to tenant
or tenants requiring connection to a track serving Lessee's property, Lessee shall
be entitled to charge such tenant making connection to such track a proportionate
cost for the track maintenance, based upon the usage by the tenant of Lessee's
track calculated on a per railroad car basis. Such costs shall be limited to that part
of Lessee's track used by such other tenant or tenants.
(2) Lessor shall maintain, or cause any of its tenants to maintain, railroad tracks
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located on Lessor -owned property other than the Demised Premises that serve
Lessee's property.
SECTION 4. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST
4.1. Lessee's Right to Encumber Leasehold Interest. Lessee may encumber by
mortgage, deed of trust or other proper instrument, its leasehold interest and estate in the
Demised Premises, together with all Improvements on the Demised Premises, as security
for any indebtedness of Lessee, provided that no such encumbrance shall extend beyond
the Term of this Lease. Lessee shall provide prompt written notice to Lessor of any such
encumbrance together with a copy of such encumbrance. In the event of any judicial or
nonjudicial foreclosure under any mortgage, deed of trust or other similar instrument
made by Lessee covering its leasehold interest in the Demised Premises, Lessor shall,
upon such foreclosure or sale, recognize the purchaser thereunder as lessee under this
Lease, provided such purchaser expressly agrees in writing to be bound by the terms of
this Lease.
4.2. Notice to Holder of Encumbrance; Right of Holder to Cure Lessee's Default. If
Lessee shall encumber its leasehold interest and estate in the Demised Premises and if
Lessee, or the holder of the indebtedness, its successors and/or assigns (the "Holder")
secured by the encumbrance shall give notice to Lessor within 30 days thereafter of the
existence of the encumbrance and the address of the Holder, then Lessor shall mail or
deliver to the Holder, at such address, a duplicate copy of all notices in writing which
Lessor may, from time to time, give or serve on Lessee under and pursuant to the terms
and provisions of this Lease. The copies shall be mailed or delivered to the Holder at, or
nearly as possible to, the same time the notices are given to or served on Lessee. The
Holder may, at its option, at any time before the rights of Lessee shall be terminated as
provided in this Lease, pay any of the rents due under this Lease or pay any taxes and
assessments, or do any other act or thing required of Lessee by the terms of this Lease,
or do any act or thing that may be necessary and proper to be done in the observance of
the covenants and conditions of this Lease or to prevent the termination of this Lease;
provided, however, that the doing of any act or thing requiring possession of the Demised
Premises shall be subject to the further rights of Holder as set forth in 16.2. All payments
so made and all things so done and performed by the Holder shall be effective to prevent
a foreclosure of the rights of Lessee thereunder as the same would have been if done
and performed by Lessee.
SECTION 5. TAXES.
5.1. Lessee agrees to pay as additional rent an amount equal to real estate taxes upon
the real estate of the Demised Premises that become payable during the Term hereof
and which would become delinquent if not so paid during the Term hereof and including
taxes accrued during the Term but not due and payable until after the Term. Lessor
shall invoice Lessee for the real estate taxes. This section shall survive the termination of
this Agreement.
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5.2. During the Term of this Lease, Lessee further agrees to pay all other taxes, fees
(including but not limited to storm water fees), rates, charges, levies and assessments,
general and special, of every name, nature and kind, whether now known to the law or
hereafter created which may be taxed, charged, assessed, levied or imposed upon said
real estate and which become payable during the Term hereof and which would become
delinquent if not so paid during the Term hereof, any buildings or improvements thereon
which may be taxed, charged, assessed, levied or imposed upon the leasehold estate
hereby created and upon the reversionary estate in said real estate during the Term
hereof and which become payable during the Term hereof and which would become
delinquent if not so paid during the Term hereof, and all such other taxes, fees, rates,
charges, levies and assessments shall be paid by Lessee as they become due and before
they become delinquent during the Term hereof.
5.3. Lessee agrees to timely pay all taxes, fees, assessments or other public charges
levied or assessed by lawful authority (but reasonably preserving Lessee's rights of
appeal) against its personal property and Trade Fixtures on the premises, during the Term
of this Lease.
5.4. Nothing herein shall require Lessee to pay any of Lessor's income taxes, surtaxes,
excess profit taxes or any taxes on the rents reserved to Lessor hereunder.
5.5. Lessee shall at all times have the right to contest in good faith, in any proper
proceedings, in the name of Lessor if necessary, the payment or satisfaction of any such
taxes, fees, assessments, rates, charges or levies so agreed to be paid by Lessee, if the
validity thereof, or the right to assess or levy the same against or collect the same from
said Demised Premises or Improvements, shall be disputed. Upon the conclusion of any
such suit or proceedings, or not less than three (3) months prior to the date when the right
to redeem therefrom expires, whichever will be the earlier, Lessee shall promptly pay and
satisfy such disputed tax, fee, assessment or other charge as finally determined, together
with all expenses, costs and attorneys' fees whatsoever incurred in connection therewith.
SECTION 6. REPAIRS.
6.1. Lessee shall at all times during the Term of this Lease, at Lessee's own costs and
expense, keep the Demised Premises and the Improvements thereon, and all sidewalks,
curbs, and all appurtenances to the Demised Premises, in good order, condition and
repair, casualties and ordinary wear and tear excepted and to a condition satisfactory to
Lessor. Lessee shall keep the Demised Premises in such condition as may be required
by law and by the terms of the insurance policies furnished pursuant to this Lease,
whether or not such repair shall be interior or exterior, and whether or not such repair
shall be of a structural nature. Upon reasonable notice to Lessee, Lessor may, at its
discretion and at its cost, conduct an annual inspection of the Demised Premises to
determine Lessee's compliance with this Section 6.
6.2. Lessor shall have the right to require Lessee upon written notice to repair or
remove any structure on the Demised Premises which Lessor determines does not
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
comply with the requirements of this Section, and Lessee shall repair or remove, as the
notice may require, any such structure within one -hundred twenty (120) days after receipt
of such notice.
6.3 Lessor shall have no obligation to Lessee for any maintenance expense of any
kind on the Demised Premises, including but not limited to private roads or railroad tracks.
6.4 Lessee agrees to perform all maintenance dredging necessary to serve the
Demised Premises. All dredging costs shall be the sole responsibility of Lessee. Any
maintenance dredging performed to serve the Demised Premises shall be in compliance
with all local, state and federal regulations, and applicable permits.
(1) Lessor shall be responsible for obtaining and maintaining a current Army
Corps of Engineers Maintenance Dredging Permit (the "Permit") and shall
promptly provide a copy of the Permit to Lessee. Lessee shall be authorized to
perform maintenance dredging necessary to serve the Demised Premises under
the applicable Permit. Any maintenance dredging performed to serve the Demised
Premises shall not exceed the area limits, lines and grades as shown on attached
Exhibit C or as authorized in the Permit.
(2) Lessee shall be responsible for all of the foregoing associated maintenance
dredging costs according to the requirements of the applicable Permit.
(3) If Lessor incurs costs to remove and dispose of Lessee's dredge material
from the temporary disposal site, Lessee shall be fully responsible for and shall
reimburse Lessor for all costs incurred by Lessor.
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7.1 Lessee is responsible for compliance with all applicable laws, statutes,
rules, regulations, and ordinances which may apply to the performance of Lessee's
obligations under this Lease, including but not limited to the laws outlined in Exhibit D and
hereby represents and warrants that Lessee is in compliance with the same as of the
Commencement Date and further represents that during the Term Lessee will remain in
compliance. Lessee shall require all contractors and subcontractors providing services
under this Lease shall also certify compliance with this Section. Lessee further represents
and warrants that Lessee has obtained all necessary business permits and licenses that
may be required to carry out the obligations pursuant to this Lease, including any permits
and licenses that might be required and Lessee agrees to maintain, at Lessee sole
expense, such required permits and licenses for the duration of the term(s) of this Lease.
7.2. Lessee shall not commit waste on the Demised Premises except as
necessary for its business purposes including the removal or construction of any buildings
and Improvements on the Demised Premises, and shall be liable for any damages to or
destruction of any buildings or Improvements on the Demised Premises resulting from
waste and shall be required to repair or rebuild such buildings or Improvements. Lessee
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shall not remove any Improvements on the Demised Premises except as allowed
pursuant to this Lease. All trash, garbage and refuse of any kind shall be promptly
removed from the Demised Premises by Lessee.
SECTION 8. ALTERATIONS. Lessee shall not, without Lessor's prior written consent,
which consent shall not be unreasonably withheld, make any alteration, addition, or
modification to any Improvement on the Demised Premises that exceeds One Hundred
Thousand Dollars ($100,000.00) in cost. Any alteration, addition, or modification of less
than One Hundred Thousand Dollars ($100,000.00) shall not require Lessor's consent.
SECTION 9. USE OF DEMISED PREMISES.
9.1. Lessee shall not knowingly use, occupy, or allow the use or occupation of the
Demised Premises or any buildings or Improvements thereon or any appurtenances
thereto for any unlawful purpose or in violation of any certificate of occupancy. Lessee
shall not suffer any act to be done or any condition to exist within the Demised Premises
or in any Improvement thereon, or permit any article to be brought therein, which is
dangerous, unless safeguarded as required by law, or which, in law, constitute a
nuisance, public or private, or which may make void or voidable any insurance in force
with respect thereto.
9.2. Any vessels or barges docked along the Demised Premises for purposes other
than active loading/unloading shall be no more than 2 vessels or barges in width away
from the dock, shall at all times be maintained in a good state of repair, and shall not be
used for the storage of junk or salvage material. In no event, however, shall any vessels
or barges interfere with the use of any waterway by other users, nor shall the number of
vessels or barges actively loading or unloading exceed 4.
9.3. Lessee hereby grants access to Lessor to the levee and floodwall at all times for
Lessor's operations and maintenance of the levee and floodwall. Lessee acknowledges
that there is a U.S. Army Corps of Engineers Clear Zone of 20' from the levee and
floodwall that must be free from all storage or construction, and Lessee agrees to comply
with such free zone requirement at all times. That notwithstanding, but only to the extent
it complies with the rules of the U.S. Army Corps of Engineers, Lessee shall be allowed
to maintain the use and placement of the following existing structures: fence, dock
pipeline for unloading operations, dock walkway, and dock shack.
SECTION 10. INSURANCE.
10.1. Lessee shall maintain during the Term of this Lease insurance as set forth in the
City's standard Insurance Schedule for Lessees of City Property, as such uniform,
standardized schedule may from time to time be amended. The current Insurance
Schedule is attached to this Lease Agreement as Insurance Schedule A. Lessor shall
provide written notice of any amendment to the Insurance Schedule not less than sixty
days prior to the effective date of such amendment.
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10.2. Upon completion of construction of Improvements, Lessee shall maintain, or cause
to be maintained, at its cost and expense (and from time to time at the request of City
shall furnish proof of), insurance as follows:
Property insurance against loss and/or damage to Improvements under an
insurance policy written on the Special Perils Form in an amount not less
than the full insurable replacement value of Improvements, but any such
policy may have a deductible amount of not more than $50,000.00. No
policy of insurance shall be so written that the proceeds thereof will produce
less than the minimum coverage required by the preceding sentence, by
reason of co-insurance provisions or otherwise, without the prior consent
thereto in writing by City. The term "replacement value" shall mean the
actual replacement cost of Improvements (excluding foundation and
excavation costs and costs of underground flues, pipes, drains and other
uninsurable items) and equipment, and shall be determined from time to
time at the request of City, but not more frequently than once every three
years, and paid for by Lessee.
10.3. All insurance required by this Section shall be taken out and maintained in
responsible insurance companies selected by Lessee which are authorized under the
laws of the State of Iowa to assume the risks covered thereby or Lessee may at its
election self -insure itself pursuant to the aforementioned Insurance Schedule. Lessee
shall deposit annually by not later than July 1 of each year with City a certificate or
certificates or binders of the respective insurers stating that such insurance is in force and
effect. Lessee shall furnish City evidence satisfactory to City that the policy has been
renewed or replaced by another policy conforming to the provisions of this or that there
is no necessity therefore under the terms hereof. In lieu of separate policies, Lessee may
maintain a single policy, or blanket or umbrella policies, or a combination thereof, which
provide the total coverage required herein, in which event Lessee shall deposit with City
a certificate or certificates of the respective insurers as to the amount of coverage in force
upon Improvements, provided, however, the specific limit shall not be impaired.
10.4. Lessee agrees to notify City immediately in the case of damage exceeding
$100,000.00 in amount to, or destruction of Improvements or any portion thereof resulting
from fire or other casualty.
10.5. Lessee shall complete the repair, reconstruction and restoration of any docks or
dolphins, whether or not the net proceeds of insurance received by Lessee for such
purposes are sufficient.
SECTION 11. LESSOR'S WARRANTIES AND REPRESENTATIONS
11.1. Lessor's Representation of Good Title. Lessor covenants and warrants that Lessor
is lawfully seized in possession of the Demised Premises, and that it has full right and
authority to enter into this Lease for the full Term hereof, and covenants and agrees that
upon Lessee paying the rent provided for herein, and upon Lessee's performing the
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covenants and agreements of this Lease required to be performed by said Lessee, that it
will have, hold and enjoy quiet possession of the Demised Premises. Lessor warrants to
Lessee that the Demised Premises are properly zoned for the conduct of the operation of
Lessee's business.
11.2. Lessor makes no representations or warranties as to the condition, including
environmental condition, of the Demised Premises and Lessee accepts the Demised
Premises as is.
SECTION 12. LESSEE'S WARRANTIES AND REPRESENTATION.
12.1. Lessee Compliance with Law. Lessee shall comply with all applicable local, state
and federal laws, rules, regulations and permits with regard to the Demised Premises and
its use, occupancy and control of the Demised Premises.
12.2. Environmental Matters.
(1) Lessee covenants and agrees that Lessor shall have no responsibility for or
liability arising from any release of a Hazardous Substance which is caused by or
results from Lessee's use, occupancy or control of the Demised Premises, except
for Lessor Hazardous Substances (any Hazardous Substance which leaches or
migrates upon the Demised Premises from any property owned by Lessor).
Notwithstanding any other provision of this Lease, Lessee shall not have any
responsibility for any Hazardous Substance which leaches or migrates upon the
Demised Premises from any adjacent property or any release of a Hazardous
Substances which is caused by Lessor or which pre-exists the date of this Lease,
except as follows: (a) Lessee shall be responsible for known pre-existing releases
for which Lessee fails to take due care and adequate precaution and/or for which
Lessee's actions or inactions cause a worsening of the release, and (b) Lessee
shall provide full cooperation, assistance, and access to Lessor or other parties
investigating and/or responding to a threatened or actual release.
(2) Lessee covenants and agrees to promptly notify Lessor of any release of
Hazardous Substance for which Lessee is responsible under this Section 12.2(1)
that exceeds permitted levels as defined by any local, state or federal laws
applicable to Lessee's use of the Demised Premises originating after the effective
date of this Lease ("Release") in, on or about the Demised Premises of which
Lessee suspects or has actual knowledge.
(3) Lessee covenants and agrees to promptly take any and all necessary and
appropriate response to fully address any Release. Such response shall include,
without limitation, notification to appropriate governmental authorities, as may be
required by applicable law. Lessee shall respond to such Release to the full extent
required by applicable law; however, in no event shall Lessee allow limitations or
restrictions to be placed on the Demised Premises without the written consent of
the Lessor.
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(4) Except as necessary to conduct its operations and use the Demised
Premises as detailed in Section 1.6 and 1.7, Lessee covenants and agrees not to
manufacture, treat or dispose of Hazardous Substances at the Demised Premises
or allow the manufacture, treatment, or disposal of Hazardous Substances on the
Demised Premises. Lessee shall use and store on the Demised Premises only
those Hazardous Substances as are associated with its regular business activities,
and then only as allowed by applicable law.
(5) For the purposes of this Lease, "Hazardous Substance" or "Hazardous
Substances" means any hazardous or toxic substance, material or waste which
is or becomes regulated as such by any local government, the State of Iowa or the
United States Government. It includes, without limitation, any material or
substance that is (i) defined as a "hazardous substance" or "hazardous waste"
under Chapter 455B, Iowa Code, (ii) petroleum and petroleum products, (iii)
asbestos containing materials in any form or condition, (iv) designated as a
"hazardous substance" pursuant to 311 of the Federal Water Pollution Control Act
(33 U.S.C. § 1321), (v) defined as a "hazardous waste" pursuant to § 1004 of the
Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., (vi)
defined as a "hazardous substance" pursuant to § 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 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 seq.] 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.
13.1. Indemnification of Lessee. To the extent allowed by law, Lessor will defend,
indemnify and save harmless Lessee from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted
against Lessee by reason of (a) any accident, injury to or death of persons or loss of or
damage to property occurring on or about the Demised Premises and resulting from any
act or omission of Lessor, (b) any failure on the part of Lessor to perform or comply with
any of the terms of this Lease and (c) any breach on the part of Lessor of any warranty
or representation contained in Section 11. In case any action, suit or proceeding is
brought against Lessee by reason of such occurrence, Lessor will, at Lessor expense
and discretion, either defend such action, suit or proceeding, or cause the same to be
defended by counsel approved by Lessee, which approval will not be unreasonably
withheld.
13.2. Indemnification of Lessor. Lessee will defend, indemnify and save harmless
Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including, without limitation, reasonable attorneys' fees and
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expenses) imposed upon or incurred by or asserted against Lessor by reason of (a) any
accident, injury to or death of persons or loss of or damage to property occurring on or
about the Demised Premises during the Term of this Lease and resulting from any
negligence of Lessee or anyone claiming by, through or under Lessee during the Term of
the Lease and (b) any failure on the part of Lessee to perform or comply in any material
respect with any of the material terms of this Lease, and (c) any material breach on the
part of Lessee of any warranty or representation contained in Section 12. In case any
action, suit or proceeding is brought against Lessor by reason of such occurrence, Lessee
will, at Lessee's expense and discretion, either defend such action, suit or proceeding, or
cause the same to be defended by counsel approved by Lessor, which approval will not
be unreasonably withheld.
13.3. Survival. The obligations and liabilities under this Section shall survive and
continue in full force and effect and shall not be terminated, discharged or released, in
whole or in part, irrespective of the termination or expiration of the Term 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 Demised Premises or the Improvements thereon shall be taken in
the exercise of the power of eminent domain by any sovereign, municipality or other public
or private authority, then this Lease shall terminate on the date of vesting of title in such
taking and any prepaid rent shall be apportioned as of said date. Substantially all of the
Demised Premises and the Improvements thereon shall be deemed to have been taken
if the remaining portion of the Demised Premises shall not be of sufficient size to permit
Lessee, in Lessee's sole 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
Demised Premises shall be paid to the parties hereto in accordance with the following:
(1) To Lessor, the amount of the award attributable to the Demised Premises,
determined as if this Lease was not in effect at the time of such award, excluding
therefrom the amount of the award attributable to new Improvements constructed
by Lessee but not Improvements existing at the commencement of the Term of
this Lease except to the extent Lessee had constructed those Improvements
during a prior leasehold, and all other sums not directly attributable to the value of
the Land constituting the Demised Premises;
(2) To Lessee, the entire award except that portion allocated to Lessor above.
14.3. Partial Condemnation.
(1) If less than all or substantially all of the Demised Premises or the
Improvements thereon shall be taken in the exercise of the power of eminent
domain by any sovereign, municipality or other public or private authority, then
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Lessee, at its option, may elect to continue this Lease in full force and effect or
terminate this Lease. If Lessee shall elect to maintain this Lease in full force and
effect, the award for such partial condemnation shall be allocated as provided in
14.2, and Lessee shall proceed with reasonable diligence to carry out any
necessary repair and restoration so that the remaining Improvements and
appurtenances shall constitute a complete structural unit or units which can be
operated on an economically feasible basis under the provisions of this Lease. In
the event Lessee elects to continue this Lease in full force and effect after a partial
condemnation, the Rent shall be reduced in proportion to the value of the area of
the Demised Premises taken.
(2) Should Lessee elect to terminate this Lease upon a partial condemnation,
Lessee shall provide Lessor with written notice of such election within thirty (30)
days after the date of vesting of title for such taking. Lessee shall specify in such
written notice the date on which this Lease shall terminate, which date shall be not
less than 60 days nor more than 360 days after delivery of such notice to Lessor.
In the event Lessee terminates this Lease, as provided for in this 13.3, Lessee
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 Demised
Premises or the Improvements thereon or the appurtenances thereto shall be taken at
any time during the Term of this Lease in the exercise of the power of eminent domain by
any sovereign, municipality, or other authority, the Term of this Lease shall not be reduced
or affected in any way, and Lessee shall continue to pay in full the rent, additional rent
and other sum or sums of money and charges herein reserved and provided to be paid
by Lessee, and the entire award for such temporary taking shall be paid to Lessee.
Lessee shall repair and restore any and all damage to the Demised Premises and the
Improvements as soon as reasonably practicable after such temporary taking.
SECTION 15. ASSIGNMENT AND SUBLETTING. This Lease may not be assigned
by Lessee without the prior written consent of Lessor, which consent shall not be
unreasonably withheld, provided said third party assignee agrees to comply with the
terms and conditions of this Lease. Lessee may sublet parts of the Demised Premises
without the prior consent of Lessor provided Lessee's subtenants agree to comply with
the applicable terms and conditions of this Lease, and provided further that Lessee shall
remain responsible to Lessor for the terms and conditions of this Lease.
SECTION 16. DEFAULT.
16.1. Lessor's Rights in the Event of Lessee's Default. If Lessee shall fail or neglect to
observe, keep or perform any of the covenants, terms or conditions contained in this
Lease on its part to be observed, kept or performed, and the default shall continue for a
period of thirty (30) days after written notice from Lessor setting forth the nature of
Lessee's default (it being intended that in connection with a default not susceptible of
being cured with diligence within thirty (30) days, the time within which Lessee has to cure
the same shall be extended for such period as may be necessary to complete the same
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with all due diligence, but in no event longer than ninety (90) days), then and in any such
event, Lessor shall have the right at its option, on written notice to Lessee, to terminate
this Lease. Lessor shall thereafter have the right to enter and take possession of the
Demised Premises with process of law and to remove all personal property from the
Demised Premises and all persons occupying the Demised Premises and to use all
necessary force therefor and in all respects to take the actual, full and exclusive
possession of the Demised Premises and every part of the Demised Premises as of
Lessor's original estate, without incurring any liability to Lessee or to any persons
occupying or using the Demised Premises for any damage caused or sustained by reason
of such entry on the Demised Premises or the removal of persons or property from the
Demised Premises.
16.2. Rights of Holder of Encumbrance in Event Lessee Defaults. If Lessee fails or
neglects to observe, keep or perform any of the covenants, terms or conditions contained
in this Lease on its part to be observed, kept or performed, the Holder of any indebtedness
secured by an encumbrance on the leasehold estate under this Lease shall have thirty
(30) days after receipt of written notice from Lessor setting forth the nature of Lessee's
default and a reasonable time thereafter if it shall have commenced foreclosure or other
appropriate proceedings in the nature thereof within such thirty (30) days and is diligently
prosecuting such proceedings, 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 right of Lessor to terminate this Lease on the failure or neglect of Lessee to observe,
keep and perform the covenants, terms and conditions of this Lease is, and shall continue
to be, at all times prior to payment in full of the indebtedness to the Holder of Lessee,
subject to and conditioned on Lessor's having first given the Holder written notice thereof
and the Holder having failed to cause the default or cause for termination to be made
good or removed within thirty (30) days after receiving written notice of default or cause
for termination or within a reasonable time thereafter if it shall have commenced
foreclosure or other appropriate proceedings in the nature of foreclosure within such thirty
(30) days and is diligently prosecuting such proceedings, but in no event longer than
ninety (90) days. In the event that the Lease is terminated due to the Lessee's
bankruptcy, insolvency or other proceedings, and in the event the Holder has complied
with the terms of this 16.2, then Lessor at Holder's option, shall enter into a new lease
with Holder or the successful bidder at foreclosure on the same terms as this Lease, for
the term then remaining, and specifically preserving all unexercised options.
16.3. Lessee's Rights in the Event of Lessor's Default. If Lessor 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 Lessee setting forth the nature of
Lessor's default (it being intended that in connection with a default not susceptible of
being cured with diligence within thirty (30) days, the time within which Lessor has to cure
the same shall be extended for such period as may be necessary to complete the same
with all due diligence, but in no event longer than ninety (90) days), then and in any such
event, Lessee shall have all rights available to it provided by law or equity. If Lessor's
default shall render the Demised Premises of no operational use to Lessee, and the
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default shall continue for a period of thirty (30) days after written notice from Lessee
setting forth the nature of Lessor's default, then Lessee shall have no further obligation
for the payment of rent, taxes, or wharfage or for the provision of Products to Lessor, and
Lessee may terminate this Lease Agreement and remove all Trade Fixtures subject to
this Agreement.
SECTION 17. RIGHT TO CURE OTHER'S DEFAULTS. Whenever and as often as a
party shall fail or neglect to comply with and perform any term, covenant, condition or
agreement to be complied with or performed by such party hereunder, then, following
thirty (30) days' prior written notice to such defaulting party (or such additional time to
cure as may be accorded Lessee pursuant to 16.1 above, but in no event longer than
ninety (90) days), the other party, at such other party's option, in addition to all other
remedies available to such other party, may perform or cause to be performed such work,
labor, services, acts or things, and take such other steps, including entry onto the
Demised Premises and the Improvements thereon, as such other party may deem
advisable, to comply with and perform any such term, covenant, condition or agreement
which is in default, in which event such defaulting party shall reimburse such other party
upon demand, and from time to time, for all costs and expenses suffered or incurred by
such other party in so complying with or performing such term, covenant, condition or
agreement. The commencement of any work or the taking of any other steps or
performance of any other act by such other party pursuant to the immediately preceding
sentence shall not be deemed to obligate such other party to complete the curing of any
term, covenant, condition or agreement which is in default.
SECTION 18. QUIET ENJOYMENT. Lessor covenants that at all times during the
Term of this Lease, so long as Lessee is not in default hereunder, Lessee's quiet
enjoyment of the Demised Premises or any part thereof shall not be disturbed by any act
of Lessor, or of anyone acting by, through or under Lessor. Notwithstanding the foregoing,
Lessor shall have the right upon reasonable notice to Lessee to enter the Demised
Premised at any time to determine whether Lessee 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 of this Lease, within ten (10) days after request by
the other party hereto or by any lender having an interest in Lessee's leasehold estate, it
will execute, acknowledge and deliver to the other party or to such lender or any
prospective purchaser, assignee or any mortgagee designated by such other party, a
certificate stating (a) that this Lease is unmodified and in force and effect (or if there have
been modifications, that this Lease is in force and effect as modified, and identifying the
modification agreements), (b) the date to which rent has been paid, (c) whether or not
there is any existing default by Lessee in the payment of any rent or other sum of money
hereunder, and whether or not there is any other existing default by either party hereto
with respect to which a notice of default has been served, and, if there is any such default,
specifying the nature and extent thereof; and (d) whether or not there are any setoffs,
defenses or counterclaims against enforcement of the obligations to be performed
hereunder existing in favor of the party executing such certificate.
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SECTION 20. WAIVER. No waiver by either party hereto of any breach by the other
of any term, covenant, condition or agreement herein and no failure by any party to
exercise any right or remedy in respect of any breach hereunder, shall constitute a waiver
or relinquishment for the future of any such term, covenant, condition or agreement or of
any subsequent breach of any such term, covenant, condition or agreement, nor bar any
right or remedy of the other party in respect of any such subsequent breach, nor shall the
receipt of any rent, or any portion thereof, by Lessor, operate as a waiver of the rights of
Lessor to enforce the payment of any other rent then or thereafter in default, or to
terminate this Lease, or to recover the Demised Premises, or to invoke any other
appropriate remedy which Lessor may select as herein or by law provided.
SECTION 21. SURRENDER. Lessee shall, following any termination of and
Restoration Period (defined below) allowed under this Lease, surrender and deliver up
the Demised Premises, with the Improvements then located thereon into the possession
and use of Lessor, without fraud or delay and in good order, condition and repair,
reasonable wear and tear excepted, free and clear of all lettings and occupancies, free
and clear of all liens and encumbrances other than those existing on the date of this Lease
and those, if any, created by Lessor, without (except as otherwise provided herein) any
payment or allowance whatever by Lessor on account of or for any buildings and
Improvements erected or maintained on the Demised Premises at the time of the
surrender, or for the contents thereof or appurtenances thereto. Lessee's Trade Fixtures,
personal property, and other belongings of Lessee or of any sublessee or other occupant
of space in the Demised Premises shall be and remain the property of Lessee.
Notwithstanding the obligation to surrender the Demised Premises upon termination,
Lessee shall have twelve (12) months immediately after the termination or expiration of
the Term of this Lease (the "Restoration Period") to remove its Trade Fixtures and return
the Demised Premises to the condition described above. Rent shall abate during the
Restoration Period. If Lessee shall remain on the Demised Premises after the
Restoration Period has ended, then Lessee shall pay pro -rated rent for each day
thereafter that it remains on the Demised Premises, and in the event Lessee shall fail to
do so, Lessor may cause the Trade Fixtures to be removed and Lessee agrees pay
Lessor for the costs of removal within thirty (30) days of receipt of a statement therefore
from Lessor.
SECTION 22. MEMORANDUM OF LEASE. Each of the parties hereto will, promptly
upon request of the other, execute a memorandum of this Lease in a form suitable for
recording setting forth the names of the parties hereto and the Term of this Lease,
identifying the Demised Premises, and also including such other clauses therein as either
party may desire, except the amounts of Basic Rent payable hereunder.
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 or made or sent, by either party to the other, shall be
deemed to have been fully given or made or sent when made in writing and deposited in
the United States mail, registered and postage prepaid, and by facsimile addressed as
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follows:
TO LESSOR: City of Dubuque, Iowa
City Manager
City Hall
50 West 13th Street
Dubuque IA 52001
Email:
WITH COPY TO: City Attorney
City Hall
50 West 13th Street
Dubuque IA 52001
TO LESSEE: Flint Hills Resources Pine Bend, LLC
c/o Terminal Manager
1550 Koch Court
Dubuque, IA 52001
Email: jon.engelkes@fhr.com
WITH A COPY TO:
Flint Hills Resources, LP
General Counsel
P.O. Box 2917
Wichita, KS 67201-2917
Email: FHR.legal@fhr.com
23.2. The address to which any notice, demand or other writing may be given or made
or sent to any party as above provided may be changed by written notice given by the
party as above provided.
SECTION 24. MISCELLANEOUS.
24.1. Time of the Essence. Time is of the essence of this Lease and all of its provisions.
24.2. Governing Law. It is agreed that this Lease shall be governed by, construed and
enforced in accordance with the laws of the State of Iowa.
24.3. Paragraph Headings. The titles to the paragraphs of this Lease are solely for the
convenience of the parties and shall not be used to explain, modify, simplify or aid in the
interpretation of the provisions of this Lease.
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
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in a writing signed by each party or an authorized representative of each party.
24.5. Parties Bound. This Lease shall be binding on and shall inure to the benefit of and
shall apply to the respective successors and assigns of Lessor and Lessee. All
references in this Lease to "Lessor" or "Lessee" shall be deemed to refer to and include
successors and assigns of Lessor or Lessee without specific mention of such successors
or assigns.
24.6. Force Majeure; Excused Performance. In the event that either party hereto
shall be delayed or hindered in or prevented from the performance of any act required
hereunder by reason of strikes, lockouts, labor troubles, unavailability of construction
materials, unavailability or excessive price of fuel, power failure, riots, insurrection, war,
terrorist activities, explosions, hazardous conditions, fire, flood, weather or acts of God,
or by reason of any other cause beyond the exclusive and reasonable control of the party
delayed in performing work or doing acts required under the terms of this Lease
(collectively "Force Majeure"), then performance of such act 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; that notwithstanding, no event of Force
Majeure shall serve to extend the Term of this Agreement. Notwithstanding anything in
this Agreement to the contrary, Lessee may terminate this Agreement without liability
upon giving Lessor prior written notice thereof of not less than thirty (30) months if: (a)
FHR is prevented by law, regulation, rule, order or other governmental action from
producing or selling the Products; (b) Lessee ceases selling the Products or shuts down
or reduces production in any unit or plant in which the Products are made, or is unable to
manufacture the Products (including manufacture of Product meeting the required
specifications), (c) Lessee is unable to transport the Products via Lessee's intended
mode of transportation; (d) an event of Force Majeure extends for more than one hundred
twenty (120) days; or (e) at any time, Lessee suffers a material change in circumstances
(whether foreseeable or unforeseeable) that makes this Agreement impossible or
impractical for Lessee to continue to perform, or that materially changes the value of the
consideration to Lessee for continuing to perform.
Executed by the parties as follows: CM6 NB
LESSOR: LESSEE: CMB NB
CITY OF DUBUQUE, IOWA
By:
, Mayor
Attest:
, City Clerk
FLINT HILLS RESOURCES PINE
BEND, LLC
Francis Mu7�
By: rphy (Aug 24, 2026 16g 4:30
Name: Francis A. Murphy,
Title: President & Chief Executive Officer
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
EXHIBIT A
LEGAL DESCRIPTION
A part of unplatted slough and Government Lot 3, Section 19, Township 89 North, Range
3 East, 5th Principle Meridian in the City of Dubuque, Dubuque County, Iowa as shown
on the attached Exhibit B.
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
EXHIBIT B
EXHIBIT B
�OAG15a� ■VV~ Lease Area Easement Corps Restricted QU96PEm.."rr--them'-.e,ipp,
0 100 200 400 600 800
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-O21velm10mf9amh74frFMieeRSzlno
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EXHIBIT C
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Datum: Mean Sea Level
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Dove Harbor Terminal
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LOCATION: uuouque CITY OF DUBUQUE
Flint Hills Resources, LP - Dove Harbor Terminal
Mississrppi River Mile 580.0
Lily of Dubuque, lows 1 LEASE EXHIBIT C
County of Qu qua Stale of Iowa i
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Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
EXHIBIT D
a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252),
(prohibits discrimination on the basis of race, color, national origin); and 49 CFR
Part 21;
b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or
whose property has been acquired because of Federal or Federal -aid programs
and projects);
c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits
discrimination on the basis of sex);
d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
amended, (prohibits discrimination on the basis of disability); and 49 CFR Part
27;
e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq),
(prohibits discrimination on the basis of age);
f) Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123),
as amended, (prohibits discrimination based on race, creed, color, national origin,
or sex);
g) The Civil Rights Restoration Act of 1987, (PL 100-209); (broadened the scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964 to include that
entities that receive federal funding must comply with civil rights legislation,
including the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and
Section 504 of the Rehabilitation Act of 1973, in all operations, not just in the
program or activity receiving federal funding);
h) Titles 11 and III of the Americans with Disabilities Act, which prohibit discrimination
on the basis of disability in the operation of public entities, public and private
transportation systems, places of public accommodation, and certain testing
entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of
Transportation regulations at 49 C.F.R. Parts 37 and 38;
i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §
47123) (prohibits discrimination on the basis of race, color, national origin, and
sex);
j) Section 1557of the Affordable Care Act (prohibits discrimination on the basis of
national origin);
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
k) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 et
seq.) (prohibits discrimination because of sex in education programs or activities);
1) Drug Abuse Office and Treatment Act of 1972, as amended (21 U.S.C. § 1101 et
seq.); and
m) Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970, as amended (42 U.S.C. § 4541, et seq.).
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
CITY - INSURANCE SCHEDULE A
Lessee shall furnish a signed certificate of insurance to the City of Dubuque for the coverage
required in Exhibit I prior to the lease, license, or permit commencement. All lessees of City
property and right of way licensees or permittees shall submit an updated certificate annually.
Each certificate shall be prepared on the most current ACORD form approved by the Iowa
Insurance Division or an equivalent. Each certificate shall include a statement under Description
of Operations as to why the certificate was issued. Lease Agreement dated
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in
Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each certificate shall be furnished to: City of Dubuque, Finance Department, 50 W. 13th Street,
Dubuque, Iowa, 52001.
4. The lessee, licensee, or permittee shall be required to carry the minimum coverage/limits, or
greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required
minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque.
5. Failure to obtain or maintain the required insurance shall be considered a material breach of the
lease, license, or permit.
6. All required endorsements shall be attached to the certificate. The certificate is due before the
contract/agreement can be approved.
Whenever a specific ISO form is referenced the current edition of the form must be used unless
an equivalent form is approved by the Chief Financial Officer. The lessee, licensee, or permittee
must identify and list in writing all deviations and exclusions from the ISO form.
8. If lessee's, licensee's, or permittee's limits of liability are higher than the required minimum
limits then the lessee's, licensee's, or permittee's limits shall be this agreement's required limits.
9. Lessee, licensee, or permittee shall require all subcontractors and subcontractors to obtain and
maintain during the performance of work insurance for the coverages described in this
Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and
sub -subcontractors. Lessee, licensee, or permittee agrees that it shall be liable for the failure of
a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City of
Dubuque may request a copy of such certificates from the lessee, licensee, or permittee.
10. Lessee, license, and permittees shall be responsible for deductibles and self -insured retention
for payment of all policy premiums and other costs associated with the insurance policies
required below.
11. All certificates of insurance must include the agent's name, phone number, and email address.
12. The City of Dubuque reserves the right to require complete, certified copies of all required
insurance policies, including endorsements, required by this Schedule at any time.
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
13. The City of Dubuque reserves the right to modify these requirements, including limits, based on
changes in risk or other special circumstances during the term of the agreement, subject to
written mutual agreement attached hereto.
EXHIBIT I
A. COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
$2,000,000
Products -Completed Operations Aggregate Limit
$1,000,000
Personal and Advertising Injury Limit
$1,000,000
Each Occurrence
$1,000,000
Fire Damage Limit (any one occurrence) $
50,000
Medical Payments $
5,000
1) Coverage shall be written on an occurrence, not claims made, form. The general liability
coverage shall be written in accord with ISO form CG 00 01 or business owners from BP
00 02. All deviations from the standard ISO commercial general liability form CG 00 01,
or business owners form BP 0002, shall be clearly identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate
Limit."
3) Include endorsement indicating that coverage is primary and noncontributory.
4) Include Preservation of Governmental Immunities Endorsement (sample attached).
5) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees
and volunteers, all its boards, commissions and/or authorities and their board members,
employees and volunteers. Use ISO form CG 20 10 (ongoing operations) or its
equivalent.
6) Policy shall include Waiver of Right to Recover from Others Endorsement.
7) Policy shall include cancellation and material change endorsement providing thirty (30)
days advance written notice of cancellation, non -renewal, reduction in insurance
coverage and/or limits and ten (10) days written notice of non-payment of premium
shall be sent to: City of Dubuque, Finance Department, 50t" W. 13t" Street, Dubuque,
Iowa, 52001.
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
B. WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory benefits covering all employees injured on the job by accident or disease as prescribed
by Iowa Code Chapter 85.
Coverage A Statutory — State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee - Disease $100,000
Policy Limit — Disease $500,000
Policy shall include Waiver of right to Recover from Others Endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
M
If, by Iowa Code Section 85.1A, the lessee, licensee, or permittee is not required to purchase
Workers' Compensation Insurance, the lessee, licensee, or permittee shall have a copy of the
State's Nonelection of Workers' Compensation or Employers' Liability Coverage form on file
with the Iowa Workers' Compensation Insurance Commissioner, as required by Iowa Code
Section 87.22. Completed form must be attached.
C. AUTOMOBILE LIABILITY
Coverage Required
Combined Single Limit
* Yes
No
$1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If permittees do not own any
vehicles, coverage is required on non -owned and hired vehicles.
1) Policy shall include Waiver of Right to Recover from Others Endorsement.
D. POLLUTION LIABILITY
Coverage Required: * Yes
Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any
pollution exposure for abatement of hazardous or contaminated materials including, but not
limited to, petroleum products, the removal of lead, asbestos, or PCBs. Pollution product and
completed operations coverage shall also be covered.
Each Occurrence $2,000,000
Policy Aggregate $4,000,000
1) Policy to include job site and transportation coverage.
2) Include additional insured for:
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO from GC 20 10
(ongoing operations) or its equivalent and CG 20 37 (completed operations) or
its equivalent.
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
5) Include endorsement indicating that coverage is primary and non-contributory.
6) Policy shall include Waiver of Right to Recovery from Others Endorsement.
E. PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT
* Yes
Amount $
No
Include the City of Dubuque as Lendor Loss Payable.
F. RIGHT-OF-WAY WORK ONLY:
UMBRELLA/EXCESS $1,000, 000
Yes No
The General Liability, Automobile Liability, and Employers Liability insurance requirements may
be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the
Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall
include the same endorsements as required of the primary policies including Waiver of
Subrogation AND Primary and Non-contributory in favor of the City.
G. FLOOD INSURANCE:
* Yes No
If Required Coverage: $
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain
immunities which may be available to you. Naming the City of Dubuque as an additional insured
on your insurance as is requested by this Insurance Schedule may result in your waiver of those
immunities. If you would like to preserve those immunities, please use this endorsement or an
equivalent form. The preservation of immunities is for your benefit.
PRESERVATION OF GOVERNMENTAL IMMUNITIES
ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the
purchase of this policy and the including of the City of Dubuque, Iowa, as an additional
insured does not waive any of the defenses of governmental immunity available to the City
of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be
amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only
those claims not subject to the defense governmental immunity under the Code of Iowa
Section 670.4 as it now exists and as it may be amended from time to time. Those claims not
subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this
insurance policy.
3. Assertion of Government Immunity. City of Dubuque, Iowa shall be responsible for asserting
any defense of governmental immunity, and may do so at any time and shall do so upon the
timely written request of the insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the
insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa
under this policy for reasons of governmental immunity unless and until a court of
competent jurisdiction has ruled in favor of the defense(s) of governmental immunity
asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not
otherwise change or alter the coverage available under the policy.
SPECIMEN
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Document Name: Flint Hills DBQ Lease Aug 24 2026.docx Transaction ID: CBJCHBCAABAAC-021velm10mf9amh74frFMieeRSzlno
Flint Hills DBQ Lease Aug 24 2026
Final Audit Report
Created: 2026-08-24
By: Katie Dhuyvetter (katie.dhuyvetter@fhr.com)
Status: Signed
Transaction ID: CBJCHBCAABAAC-O21velm10mf9amh74frFMieeRSzlno
"Flint Hills DBQ Lease Aug 24 2026" History
Document created by Katie Dhuyvetter (katie.dhuyvetter@fhr.com)
2026-08-24 - 7:50:15 PM GMT
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