Signed Contract_Stone Cliff Winery Amphitheater Agreement 2015 i
LICENSE AGREEMENT
BETWEEN
i
THE CITY OF DUBUQUE, IOWA
AND
STONE CLIFF WINERY, INC.
THIS LICENSE AGREEMENT (the "AGREEMENT") dated for reference
purposesthe4o day of October, 2015, is made and entered into between the City
of Dubuque, Iowa, a municipal corporation (City) and Stone diff Winery, !Inc. an Iowa
Corporation (SW)_
SECTION 1. LICENSED PREMISES AND TERM
1.1 In consideration of the fee hereinafter reserved and the terms, covenants,
conditions and agreements set forth in this Agreement, City hereby permits SCW to use
the real property shown on Exhibit A, attached hereto, together with any and all
easements and appurtenances thereto and subject to any easements and restrictions
,of record (the Licensed Premises"),for a terra commencing on October ,Q - � 015
and terrrainatin at 11.59 p.m. on December 31, 2015 subject to all of the teras,
covenants, conditions and agreements contained herein.
1.2 Termination. Either party may terminate this Agreement for any treason With or
without cause upon ten (10) days written notice to the other party. Upon termination,
City shall have the right to eater the Licensed Premises and to assume exclusive use
and control of the Licensed Premises. Upon termination of this Agreement, S W
agrees to surrender possession of the Licensed Premises in its condition as when first
permitted use, or to restore the Licensed Premises to substantially the same condition,
ordinary wear and tear excepted.
1.3 Condition of Property, City shell deliver the Licensed 'Premises in its yes is"
condition.
SECTION 2. EEE
.1 S W shell pay City a fee for the use of the Licensed Premises of One (Hundred y
Thirty Dollars($190.00)for the terra of this Agreement.
SECTION 3. IMPROVEMENTSa
3A SCWr Improvements. SCW shall not construct any improvements on the p
Licensed Premises other than the placement of sleeves in the ground for fence posts to
be placed in. City at its option may require S W to remove the sleeves from the
Licensed Premises at S 's sole expense and SCW shall have ninety (90) days after
the termination of this Agreement to complete such removal. if W fails to remove the
sleeves Within such ninety day period, City may cause the sleeves to be removed and
SCW shall pay the costs of such removal within thirty (30) days of receipt of a �
4-
i
statement therefore from City.
3.2 Signage. SCW shall not place any signage on the Licensed Premises without
the prior written approval of City's City Manager in the City Managef s sole discretion.
SECTION 4. TAXES AND UTILITIES
4.1 SCW agrees to pay to City any real estate taxes upon the Licensed Premises
that may be assessed against the Licensed Premises as a result of the use of the
Licensed Premises pursuant to this Agreement.
4.2 SCW agrees to timely pay all taxes, assessments or other public charges levied
or assessed by lawfd authority (but reasonably preserving CW, rights of appeal)
against its personal property on the premises, during the termof this Agreement.
4.3 SCW shall at all times have the fight to contest in good faith, in any proper
proceedings, in the name of City if necessary, the payment or satisfaction of any such
taxes, assessments, rates, charges or levies so agreed to be paid by SCW� if the
validity thereof, or the right to assess or levy the same against or collect the same from
said Licensed 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, SCW will promptly
pay and satisfy such disputed tax, assessment or other charge as finally determined,
together with all expenses, costs and attorneys'fees vVhatsoever incurred in connection
therewith.
4.4 SGW shall pay all utilities for the use of the Licensed Premises.
SECTION 5. REPAIRS I MAINTENANCE
SCW` shall at all times during the term of this Agreement, at SCW"s own costs and
expense, keep the Licensed Premises free of litter, in good order, condition and repair,
and shall be responsible for any damage done as of result of the use of the Licensed
Premises.
SECTION 6. COMPLIANCE WITH LAW
During the term of this Agreement, SCS' shall comply with all applicable laws appl':cable
.I
to SC`W's use of the Licensed Premises, the breach of which might result in any penalty
on City or forfeiture of City's title to the Licensed Premises.
SECTION 7, USE OF LICENSED PREMISES
Sagrees that during the term of this Agreement, the use of the Licensed Premises
shall be exclusively for outdoor entertainmeryt events. Outdoor entertainmeat includes,
-2-
but is not limited to; music, movies,the serving of food and alcohol, cooping and serving �
food, and placement of lawn furniture. SCW shall observe the following conditions:
1) All events shall be scheduled through City's Leisure Services Department, non-
SCA reservations shall tale precedent over SCW events.
Traffic in or use of Alli,ant Amphitheater area not covered in this Agreement shall
not be restricted by or during SCW events or at any other time.
No fencing for the Licensed Premises shall be allowed unless with the approval
of City.
4 shall not require any non-SWC event sponsor using the Affiant
Amphitheater to purchase food or drinks from SCW or in the Licensed Premises.
If a non- 'W event sponsor chooses to be the sole provider of food and drink
M shall cancel its liquor license for the ;period of such event.
�i
SECTION 8m INSURANCE
.1 SCW shall at all tunes during the terra of this Agreement maintain insurance as '
set forth in the City's standard Insurance Schedule for Lessors of City property, as such
uniform, standardized schedule may from time to time be amended. The current
Insurance Schedule is attached to this Agreement.
8.2 SCW shall deliver to City promptly after the execution and delivery of this
i
Agreement the original or duplicate policies or certificatesof insurers satisfactory to City
evidencing ,all the insurance which is then required to be maintained by SCS'
hereunder, and SCW shall, within 30 days prior to the expiration of any such insurance,
deliver other original or duplicate policies or other certificates of the insurers evidencing
the renewal of such insurance.
SECTION 9. INDEM,NIFICATION
9.1 Indemnification of Cita Except as otherwise prodded herein, SOW shall
protect, indemnify, and save harmless unity from and against all iliabilities, 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 City by reason off (a) any accident, injury to, or death of persons or a
loss of or darnage to property occurring on or about the Licensed Premises dusting the
terrn of this Agreement and resulting from any act or omission of SOW or anyone �
claiming by, through, or under SCW during the terra of the ,Agreement# and (b) any
failure on the part of SCW to perform or comply with any of the terms of 'this
Agreement. In case any action, suit, or proceeding is brought against City!by reason Of
such occurrence, SCW will, at SCWs expense, resist and defend such action, suit, or
proceeding, or cause the same to be resisted and defended by counsel approved by
city.
9.2 Indemnification of Citi, Except as otherwise provided herein, City shall protect,
indemnify, and save harmless SOW from and against all liabilities, obligations, claims, �
-3-
damages, penalties, causes of action, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted
against SC W by reason of (a) any accident, injury to, or death of persons or loss of or
damage to property occurring on or about the Licensed Premises during the term of this
Agreement and resulting from any act or omission of City or anyone claiming by,
through, or under City during the term of the Agreement; and (b) any-failure on the part
of City to perform or comply With any of the terms of this Agreement. In case any
action, suit, or proceeding is brought against SCS" by reason of such occurrence, City
will, at City's expense, resist and defend such action, suit, or proceeding, or cause the
same to be resisted and defended by counsel approved by S
SECTION 10. ASSIGNMENT AND SUBLETTING
ii
SCW shall not assign or transfer this Agreement 'Without the prior written consent of
city.
SECTION I1,. NOTICES
11.1 All notices, demands, or other writings in this Agreement 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 addressed as
follows:
TO CITY.- City Manager
City of Dubuque, lovaIly
50 West'13th Street
Dubuque, Iowa 52001
TO SCW: Stone Cliff Winery
600 Star Brewery Drive
Dubuque, 1A 52001
11.2 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 wnitten notice given
by the party as above provided.
4-
t
i
CITY OF 'DUBUQUE, IOWA STONE CLIFF WINERY
y
By: By.
a
a
C
Micheal C. Van Milligen N
City Manager
�I
I
h
Ii
'i
'i
I�
q
li
i'
c
Ig'
I
INSURANCE
SCHEDULE
City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or
Vendors(Suppliers,Service Providers),and Right of Way Permit Holders
Insurance Schedule A
1. shall furnish a signed Certificate of Insurance( 1)to the City of Dubuque,Iowa for
the coverage required inExhilAt I pdor to contractor lease commencement.Ali lessees ofCity property
and Right of Way Permit!-holders shall submit an updated C01 annually.Each Certificate shall be prepared
on the most current ACORD form approved by the Department of Instirancearan equivalent.Each
certificate shall include a statement under Description of Operations as to why issued.Eg: project
or Lease of premises at or construction of or right ofway
permitted location and description
2 All policies of insurance required hereunder shall be with acarrier authorized to do business in Iowa and
all carriers shall have a rating ofA or better in the currentA.M.Best's Rating Guide.
it
3. Each Certificate shall be furnished to the contracting department of the City of Dilbuquie-
4. Failure to provide mirfirnum coverage shal not be deemed a walverof these requirements by the City of
Dubuque,. Failure to obtain or maintain the required insurance shall be considered a material breach of
this agreement.
N
5. AM required endorsements to various policies shall be attached to Certificate of insurance..
6. 'Il heneiier a specific ISO-form is listed,an equivalent form may be substituted subject to the provider
identifying and listing in writing all deviations and exclusions that differ from the ISO form.
* Pro%4der shall be required to carry the minimum coveragelfimits,or greater if required by law or other
legal agreement in Exhibit L
S. Whenever an ISO form is referenced the current edition of the form must be used. If provider's limits of
liability are higher than the required minimum limits then the provider's limits shall be thisagreement's
required limits.
Page 1 of 3 Schedule A Property Or Vendors July 2015-Doc
-6-