Signed Contract_A.Y. McDonald / Interstate Power Co. Revocable Property License Agreement REVOCABLE PROPERTY LICENSE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE,IOWA,
A.Y. MCDONALD MFG. CO.
AND
INTERSTATE POWER AND LIGHT COMPANY
This property License Agreement (the Agreement), dated for reference purposes the —9-����'day
of June, 2016, is made and entered into by and between the City of Dubuque, Iowa a municipal
corporation ("City") and A.Y. McDonald Mfg. Co. ("A.Y. McDonald"), an Iowa business
corporation with its principal place of business in Dubuque, IA and Interstate Power and Light
Company ("IPL"), an Iowa business corporation with its principal place of business in Cedar
Rapids, IA.
WHEREAS, City is the owner of a street and public right-of-way which includes the
portion of 12ffi street (the Licensed Area) shown on the attached Exhibit A and by reference
incorporated herein as though fully set out herein;and
WHEREAS, City and A.Y. McDonald are desirous of entering into an agreement where
City grants to A.Y. McDonald a license for the privilege of using the Licensed Area for
supporting IPL's development of a solar array under the terms and conditions hereinafter set
forth;
WHEREAS, A.Y. McDonald and IPL have entered into a Real Property Lease
Agreement dated June 2016 (the "Lease") for the purpose of allowing IPL (at IPL's
expense) to install, operate and maintain a solar photovoltaic system and all related
appurtenances and apparatus as described in such lease (the "Facility").
WHEREAS, A.Y. McDonald is desirous of permitting IPL to use the Licensed Area for
staging purposes as needed by IPL during construction,maintenance and eventual removal of the
Facility at the Premises during the Term of the Lease, as "Premises" and"Term"are described in
that Lease.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, City,A.Y. McDonald,and IPL agree as follows:
SECTION 1. TERM OF AGREEMENT. City hereby grants to A.Y. McDonald a revocable
license to use the Licensed Area for the purpose of supporting IPL's development of the Facility
for a period of ten years from the date of this agreement, with five year extensions authorized at
the mutual agreement of the parties. This revocable license is subject to any pre-existing licenses
or permits which may exist for the Licensed Area. A.Y. McDonald in turn assigns this
i
revocable license to IPL for its use and occupation of the same Licensed Area, for the same
purpose and same term as that granted by the City to A.Y. McDonald under this Agreement.
SECTION 2. PROPERTY LICENSE USE FEE. The property license use fee (the"Fee")for
the Licensed Area is$1.00 payable to the City by IPL.
SECTION 3. USE OF PREMISES. IPL and A.Y. McDonald covenant and agree to use and
occupy the Licensed Area for the sole purposes of developing and supporting the Facility. The
City may revoke this license in the event it determines that IPL and A.Y. McDonald have not
used the property for the aforementioned purposes. IPL and its contractors shall have exclusive
use of the Licensed Area during all times when IPL or its contractors are using the Licensed
Area for staging during construction and removal of the Facility. IPL shall notify the City and
A.Y. McDonald prior to the start and after the end of IPL's exclusive use of the Licensed Area
for staging during construction and removal of the Facility.
SECTION 4. ASSIGNMENT AND SUBLETTING. Subject to Sections 1 and 3 of this
Agreement, A.Y. McDonald may not assign or sublet this Agreement or the Licensed Area nor
any portion thereof without the prior written approval of City or IPL.
SECTION 5. MAINTENANCE OF PROPERTIES. IPL shall be responsible for
maintenance of the Licensed Area at its own expense during the term of this Agreement.
SECTION 6. DEFAULT. If IPL or A.Y. McDonald defaults in the performance of any
covenants herein contained, and such default continues for a period of thirty (30) days after
written notice thereof, specifying the default complained of, mailed to IPL and A.Y. McDonald
by United States certified mail, then City may, at its election, declare the terms of this
Agreement ended and re-enter the Licensed Area, with or without process of law, and expel and
remove IPL, including any appurtenant structures in or upon the Licensed Area, using such
force as may be necessary under the circumstances; and if at any time, by reason of such default
of IPL and the continuance thereof for such period of thirty (30) days after written notice has
been given, said term will be so ended, A.Y. McDonald and IPL each hereby covenants and
agrees to surrender and deliver up the Licensed Area peaceably to the City.
SECTION 7. INDEMNITY. IPL agrees to defend, indemnify and hold harmless City, its
officers, agents and employees,from any and all damages or claims whatsoever directly resulting
from IPL's use of the Licensed Area, to the extent such damages are the direct result of IPL's
gross negligence or willful misconduct. 1PL further agrees to reimburse City for any and all
damage to the Licensed Area resulting from the use of the Licensed Area for activities associated
with IPL's business on the Licensed Area, to the extent such damage is the direct result of IPL's
gross negligence or willful misconduct.
SECTION 8. INSURANCE REQUIREMENTS. IPL shall provide and maintain the
following-described insurance coverages. IPL shall furnish to Lessor certificates of insurance
showing policies carried and the limits of coverage as follows:
j
I
i
a. Workers' Compensation Insurance for Lessee's employees to the extent of statutory
limits and Occupational Disease and Employer's Liability Insurance with limits of
$1,000,000;
b. Commercial General Liability Insurance on with limits of $1,000,000 per claim,
$2,000,000 general aggregate;
c. Automobile Liability Insurance for all owned, non-owned and hired automobiles with
limits not less than$1,000,000 per accident;
d. Excess Liability Insurance with limits of $5,000,000 per claim, $5,000,000
aggregate. Such coverage shall include, as scheduled policies, the Employer's Liability Insurance,
Commercial General Liability Insurance and Automobile Liability Insurance described above; and
e. Pollution Liability Insurance with limits of $5,000,000 for each
occurrence. Coverage under a"claims-made"Pollution Legal Liability policy shall remain in effect
3 years after termination of this agreement.
This Agreement incorporates by reference the attached Preservation of Governmental
Immunities Endorsement, attached as Exhibit B hereto. The City shall be named as an
Additional Insured for the negligent acts of IPL arising out of this License Agreement, on a
primary and non-contributory basis, with respect to the Commercial General Liability and
Excess Liability coverage. Each of the insurance policies required to be held by IPL under this
Section 8 ("Insurance Requirements")must contain a waiver of any right of subrogation or recourse
by IPL's insurer against the City and its employees, officers and directors for any loss or damage
covered under any of IPL's Insurance Policies. IPL, on behalf of itself and its insurer, hereby
releases and relieves the City, its principals, and their respective agents, employees, officers and
directors,all from responsibility for, and waives its entire claim of recovery for,any loss or damage
to the extent such loss or damage is covered by any of IPL's Insurance Policies. IPL shall provide
thirty (30)days' written notice to the City prior to cancellation or non-renewal of any of the
insurance policies required herein.IPL shall have the right to self-insure any and all coverages to the
limits required. Failure of the City to enforce the minimum insurance requirements listed above
shall not relieve IPL of responsibility for maintaining these coverages.
SECTION 9. SURRENDER OF PREMISES AT END OF TERM. A.Y. McDonald and IPL
each agree that upon termination of this Agreement it will surrender, yield up and deliver the
Licensed Area in a condition similar to that prior to IPL's use.
CITY OF DUBUQUE, IOWA AY MCDONALD MFG CO.
Michael C. Van Milligen, City Manager John K. S idt
Senior Vi a resident—Corporate Secretary
Attest: Q�
Iovin STi s1a1-1,citE1erk
Trish L . Gleason , Assistant City Clerk
Signed this[ day ofl�(.c-�4 ,2016. Signed this 13 day of �-Y�2016.
INTERSTATE POWER& LIGHT
COMPANY
Terry Kou
Vice President—Generation Operations
Alliant Energy Corporation
ny
Signed this 93 day of 2016.
Exhibit "A"
See attached drawing of Licensed Area (outlined in orange).
- 99�
s..
y
win= s}
Exhibit "B"
Preservation of Governmental Immunities Endorsement
i
City of Dubuque Insurance Requirements for General, Artisan or Trade
Contractors, Subcontractors or Sub Subcontractors
Preservation of Governmental Immunities Endorsement
1. Nonwaiver of Governmental Immunity The insurance carrier 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 Coveraee.The insurance carrier further agrees that this policy of insurance shall cover only
those claims not subject to the defense of 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.The 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 insurance carrier.
4. Non-penial of Coverage.The insurance carrier shall not deny coverage under this policy and the
insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque,Iowa
t 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 Othe_r_Change In Policy.The above preservation of governmental immunities shall not otherwise
change or alterthe coverage available under the policy.
SPECIMEN
i
Page 5 of 5 Schedule 8,General,Artisan or Trade Contractors,Subcontractors or Sub Subcontractors June 2015
i