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Lease of Property to Interstate Power and Light Company_Initiate Copyright 2014 City of Dubuque Items to be set for Public Hearing # 4. ITEM TITLE: Lease of Property to Interstate Power and Light Company for Construction of Solar Array SUMMARY: City Manager recommending he City Council set a public hearing for September 19, 2016, to approve a lease with Interstate Power and Light Company for approximately 21.14 acres of property recently acquired by the City of Dubuque near the Dubuque Industrial Center West north of Humke Road and west of Seippel Road for construction of a solar array. RESOLUTION Intent to dispose of an interest in City of Dubuque owned property by lease between the City of Dubuque and Interstate Power and Light Company SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s), Set Public Hearing for 9/19/16 ATTACHMENTS: Description Type Interstate Power Lease for Solar Array-MVM Memo City Manager Memo Staff Memo Staff Memo Resolution of Intent Resolutions Lease Agreement Supporting Documentation THE CITY OF Dubuque DUB E i" Masterpiece on the Mississippi 2007.2012.2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Lease of Property to Interstate Power and Light Co. for Construction of Solar Array DATE: August 31, 2016 Greater Dubuque Development Corporation Sustainable Innovations Consultant David Lyons requests the City Council set a public hearing for September 19, 2016, to approve a lease with Interstate Power and Light Company for approximately 21.14 acres of property recently acquired by the City of Dubuque near the Dubuque Industrial Center West north of Humke Road and west of Seippel Road for construction of a solar array. Due to the topography of this property, it is not practical to grade this area for industrial development. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager David Lyons, Sustainable Innovation Consultant, Greater Dubuque Development Corp. A Greater TO: Michael C. Van Milligen, City Manager �UbUgVe FROM: David Lyons,Sustainable Innovations Consultant Greater Dubuque Development Corporation DEVELOPMENT CORP. SUBJECT: Lease of property to Alliant Energy for construction of solar array Schmid Innovation Center DATE: August 29,2016 900 JacksonDubuque, St.5200109 Dubuque,IA,52001 www.greaterdabuque.org BACKGROUND Greater Dubuque Development and the City of Dubuque have partner ed to develop Sustainable Innovations. The mission of Sustainable Innovations is to create,foster and prioritize the integration ofthebest opportunities to improve the sustainability, and resiliency of Greater Dubuque with thebest opportunities for continued economic growth and improved quality of life It collaborates with the City of Dubuque's Sustainable Dubuque activities,it builds on the work of Greater Dubuque Development's private sector initiatives,expands the private and public sector expertise available to analyze and recommend action on the region's best opportunities and engages all sectors of the community to educate, advocate and innovate An early focus of Sustainable Innovations has been on energy. The vast majority of Dubuque energy is now imported and continues to come primarily from sources such as coal and oil ... therefore providing a fertile area for improved economic, environmental and quality of life outcomes. Upon analysis,the top three priority areas for action were Energy Efficiency, Solar Energy Development and Biogas. Regarding solar energy an extensive effort is underway to create a comprehensive strategy for pursuing its development in Dubuque The initial goals outlined for our solar strategy include,but are not limited to: • Increased economic activity for Dubuque from local energy production. • Supportfrom the incumbent electric utility (Alliant Energy)for solar innovation and investment in Dubuque • Reduction ofbarriers and soft-costs for local solar developers. • Creation of green power that is priced so that the City can achieve its 50%by 2030 reductions without paying a premium over market • Keep Dubuque in its national leadership position on sustainability and"boost the brand"for retention and recruitment of industry and workforce. DISCUSSION Pursuant to those goals, Greater Dubuque Development and the City undertook to engage Alliant Energy to bring their significant expertise,infrastructure and financial capacity to the developing Dubuque solar effort After extensive discussions we were successful in creating engagement and interest from Alliant Energy in the forth of the largest solar development in any Iowa community. As part of this project Alliant proposes to lease approximately 21.14 acres of property owned by the City of Dubuque and is part of the City's newly acquired land near the Dubuque Industrial Center West north of Humke Road and west of Seippel Road.The property is part of Subarea F in the Amended and Restated Urban Renewal Plan for the Dubuque Industrial Center Economic Development District Urban Renewal Area. Due to the topography ofthis property, it is not practical to grade this area for industrial development The proposed term of the lease is 25 years,with five year renewals thereafter by mutual agreement ofthe parties. The lease payment will be$7,700 annually, due on the l st ofDecember each year. The lease contains a 3%per year automatic escalator. This amount will exceed the present lease payments City is presently receiving on the property. Alliant Energy will be responsible for all maintenance, stewardship,utilities, security,taxes and improvements. The City agrees not to erect anything on adjacent land that could cause a shadow on the property. BUDGETIMPACT The lease would generate$7,700 annually for the City of Dubuque,with a 3%increase per annum. RECOMMENDATION The development of this property for a solar array will meet the goals of local energy production,local economic growth, affordable"green"power, and a reduction in the green-house gas footprint of the community. Given the topographical limitations of this property for industrial use, a lease generating income for the City and moving it toward obtaining its goal of 50%by 2030 is a positive use for this City asset ACTION REQUESTED I would respectfully request your review and approval of the attached lease and exhibits and would ask that you for information to the Dubuque City Council with a recommendation for their approval and execution of the lease E, Thank you. Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113 Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113 RESOLUTION NO. 316-16 INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE OWNED PROPERTY BY LEASE BETWEEN THE CITY OF DUBUQUE AND INTERSTATE POWER AND LIGHT COMPANY WHEREAS, the City of Dubuque (City) is the owner of the following described property legally described as: Lot 2 in "W.A. Norman Place" in Section 25, Center Township, Dubuque County, Iowa, according to the plat thereof (the Property) and; WHEREAS,. City desires to lease that part of the Property described in attached Exhibit A (the Premises) to Interstate Power and Light Company pursuant to the Real Property Lease Agreement (the Lease) now on file at the Office of the City Clerk, City Hall, 13th and Central, Dubuque, Iowa; and WHEREAS, the City Council has tentatively determined that it would be in the best interests of the City to enter into the Lease; and WHEREAS, the City Council has determined that the proposed Lease should be set for public hearing. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City of Dubuque intends to dispose of its interest in the Premises by Lease with Interstate Power and Light Company. Section 2. That the City Clerk is hereby authorized and directed to cause this Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to dispose of the Premises to be held on the 19th day 082316bal of September, 2016, at 6:00 o'clock p.m. at the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. Passed, approved and adopted this 6th day of Se, tember, 2016. ATTEST: Kevin i irnstahl, Gi Clefk Roy D. Buol, Mayor EXHIBIT A LEGAL DESCRIPTION OF THE PREMISES PART OF LOT 2 IN W. A_ NORMAN PLACE LYING NORTH OF AN EXISTING DRAINAGE DITCH IN DUBUQUE COUNTY, IOWA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 2 AND THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER IN SECTION 25, TOWNSHIP 89 NORTH, RANGE 1 EAST OF THE 5TH RM. IN DUBUQUE COUNTY, IOWA; THENCE NORTH 86 DEGREES 58 MINUTES 04 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 2, 1,328.60 FEET TO THE NORTHEAST CORNER OF SAID LOT 2 AND THE CENTER OF SAID SECTION 25; THENCE SOUTH 02 DEGREES 10 MINUTES 31 SECONDS EAST ALONG THE EAST LINE OF SAID LOT 2, 837.49 FEE 1 TO A POINT NEAR THE TOP AN EXISTING DRAINAGE DITCH; THENCE WES 1 ERLY ALONG THE LAST NAMED LINE THE FOLLOWING COURSES AND DISTANCES: NORTH 76 DEGREES 22 MINU I ES 44 SECONDS WEST, 300.93 FEL 1; NORTH 82 DEGREES 33 MINUTES 22 SECONDS WEST, 336.38 FEET; NORTH 68 DEGREES 04 MINUTES 06 SECONDS WEST, 138.10 FEL 1; SOUTH 86 DEGREES 37 MINUTES 15 SECONDS WEST, 261.84 FEL 1; SOUTH 85 DEGREES 52 MINUTES 49 SECONDS WEST, 318.66 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 02 DEGREES 15 MINUTES 29 SECONDS WEST, 639.40 FEET ALONG THE WEST LINE OF SAID LOT 2 TO THE POINT OF BEGINNING, CONTAINING 2t14 ACRES, MORE OF LESS, AND SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND RIGHTS-OF-WAY OF RECORD AND NOT OF RECORD. 3 REAL PROPERTY LEASE AGREEMENT THIS REAL PROPERTY LEASE AGREEMENT (this "Lease"), dated for reference purposes the day of , 2016, is made by and between the City of Dubuque, Iowa, (hereinafter called "Lessor"), and Interstate Power and Light Company (hereinafter called the "Lessee"; and, together with Lessee, the "Parries" and each a `Party"). RECITALS A. WHEREAS, Lessor is the owner of certain real property located within Dubuque County, and which is more particularly described on Exhibit A attached hereto and incorporated herein by reference; B. WHEREAS, Lessee, at Lessee's expense, desires to install, operate and maintain a solar photovoltaic system and all related appurtenances and apparatus as generally described in Exhibit B (the "Premises") at the area shown on Exhibit C (the "Facility"); C. WHEREAS, in addition to payment of the Rent, Lessee agrees to assume certain limited responsibilities for the maintenance of the Premises, as more specifically set forth herein. Now, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the sufficiency of which is acknowledged by both Parties, the Parties do hereby agree as follows: SECTION 1. CONDITIONS PRECEDENT. Section 1.1. Regulatory Approvals. This Lease is conditioned upon and (except for Lessor's obligations set forth in Section 1.2) shall have no force or effect until Lessee, at its sole cost and expense, seeks and secures the following: (i) any necessary regulatory approvals and permits for placement and operation of the Facility at the Premises that are required to be obtained from the United States Environmental Protection Agency ("EPA"); and (ii) any other approvals, permits, licenses, inspections or authorizations that are required by any Governmental Authority (as defined herein) for the placement and operation of the Facility on the Premises, including any necessary approval from the Iowa Utilities Board or the Midcontinent Independent Systems Operator, Inc. "Governmental Authority" means and refers to any national, federal, state, county, municipal, or local government, agency, authority, or court, or any department, board, bureau, or instrumentality thereof, including the EPA. Section 1.2. Reasonable Cooperation. Lessor shall cooperate in good faith by not opposing Lessee's efforts to secure any necessary Governmental Authority approval and by providing such consent and approval required of the landowner, if any, unless such consent or approval is prohibited by law, by any applicable Governmental Authority, provided Lessee is not in default of this Lease. SECTION 2. LEASE. Section 2.1. Purpose ofLease. In consideration of the Rent, payable annually as set forth in Section 4 of this Lease, the Lessor does hereby lease to Lessee the Premises for the construction, installation, ownership, operation, maintenance, repair, replacement, improvement and removal of the Facility and related appurtenances and apparatus, as well as for all other related activities that Lessee may in the course of its regular business activities require to be conducted in connection with the Facility. Lessee is solely responsible for all costs and expenses associated with the construction, installation, operation, maintenance, repair, replacement, improvement and removal of the Facility and its related appurtenances and apparatus. Lessee shall allow no mechanic's liens against the leased Premises. SECTION 3. TERM. Section 3.1. Subject to the conditions precedent set forth in Section 1, this Lease shall commence on March 1, 2017 (the "Commencement Date") and shall terminate at 11:59 PM CT on the twenty-fifth (25th) anniversary date of the Commencement Date, unless terminated earlier in accordance with the provisions of this Lease. The first and last year's payment of rent shall be prorated by month. The first year's payment of rent, as prorated by month including the month of the Commencement Date, shall be due to Lessor within thirty (30) days after the Commencement Date. Thereafter, the parties may negotiate the renewal of this Lease for successive five (5) year renewal terms (each successive renewal term a "Renewal Term" and collectively with the Initial Term, the "Term") but only upon mutual written agreement of the Parties, provided, however, that neither Party shall be obligated to enter into an agreement to renew this Lease and neither Party shall be liable to the other Party for any alleged failure to negotiate in good faith. At least 365 days prior to the last day of the Term, each Party shall notify the other Party in accordance with Section 28 (Notices) of whether it intends to enter into negotiations to renew the Lease. Section 3.2 Termination by Lessee. Notwithstanding the foregoing, the Lessee may at any time between the Commencement Date and up to and including September 1, 2017 terminate this Lease for convenience without further obligation or liability (except for any Rent owing for the calendar year in which the termination-for-convenience date occurs), by providing sixty (60) calendar days written notice to the Lessor. No conduct of Lessee shall be deemed a waiver of the right to terminate this Lease. SECTION 4. RENT. The Lessee agrees to pay to Lessor as rental for said Premises the sum of$7,700 annually or a pro-rated amount for any time less than 365 days (the "Rent"). Rent payments shall be due on or before December 1, 2016, and on the first day of December of each calendar year thereafter during the Term. The amount of rent to be paid by Lessee shall increase at 3 percent per annum for each year beginning on the 1" day of December, 2017, during the Term. 2 SECTION S. ACCESS AND MAINTENANCE OF ACCESS WAYS. Lessor grants Lessee and its agents, employees, contractors, subcontractors and invitees access to the Premises as shown on Exhibit B, including ingress and egress rights to the Premises, for the purposes set forth in this Lease, which access Lessee agrees to maintain at its expense. Prior to relocating the access, Lessor shall consult with Lessee and seek Lessee's approval, which such approval shall not be unreasonably withheld. SECTION 6. MAINTENANCE OF PREMISES. Section 6.1. Maintenance of Premises and Facility. During the Lease Term, Lessee shall be responsible for and shall maintain the Premises in good and usable conditions, including the removal of all vegetation or other debris. Lessee shall be responsible for all maintenance and repairs related to the Facility, at Lessee's sole cost and expense. Lessee shall maintain the Facility in good repair and good operating condition throughout the Term of this Lease. Section 6.2. Damage. Lessor will immediately notify Lessee in the event Lessor or Lessor's agents damage(s) any portion of the Facility. Lessor will be responsible for actual reasonable costs of repair, to be performed by Lessee or an approved Affiliate or subcontractor. "Affiliate" means and refers to, when used with reference to a specified party, any other party that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified party. Any damage to the Facility caused solely by Lessee or Lessee's agents shall be the sole responsibility of Lessee. Further, if Lessor receives a demand, from a current leaseholder of property adjacent to the Premises, for compensation for crop damage caused by the Lessee, its contractors, or agents during construction, operation, or maintenance activities on the Premises during the Term, Lessee shall, upon Lessor's request, pay Lessor $1,000.00 per acre as compensation to Lessor for any such damages. Section 6.2. Vegetation; Structures. Lessor agrees that it shall not permit on the Premises or on any adjacent or nearby property of Lessor or any Lessor Affiliates any new structure, vegetation, activity, or land use to penetrate the airspace in any manner that would cast a shadow on the Facility's solar panels. Section 6.3. Security; Safety. Lessee shall be responsible for the security of the Premises, and shall be permitted to construct a fence around the perimeter of the Facility and Premises, as well as install or implement any other necessary security measures consistent with prudent industry practices. Lessee shall be responsible for the safe construction, operation, and maintenance of the Facility during the Term. Lessee is responsible for all costs and expenses related to the security and/or safety features installed pursuant to Section 6.4. SECTION 7. UTILITIES. Section 7.1. Utility Charges. Lessee shall pay all utility charges including, but not limited to water, lighting, heating, telephone and other miscellaneous charges that may be levied or assessed by reason of the occupation or use of the Premises by Lessee. Lessee is solely responsible for the cost of installing any utilities needed to operate the Facility. 3 Section 7.2. Easement. Lessor hereby grants to Lessee a non-exclusive easement over, under, across and through the Premises and any adjacent areas owned by Lessor or any Lessor Affiliates, as shown on Exhibit D, for the installation, use, modification and removal of such water lines, sewer lines, storm water lines, overhead or underground power lines, fuel lines, telephone and communication lines, pipelines, conveyors and drainage ditches or canal systems as are reasonably required for operation of the Facility, and use or modify the existing lines, ditches and canal systems as may be reasonably required, in all cases subject to Lessor's prior consent, which shall not be unreasonably delayed, conditioned or withheld. SECTION 8. PERSONAL PROPERTY. Section 8.1. Ownership. All equipment, machinery and appurtenances placed within the Premises by Lessee comprising the Facility shall remain the personal property of Lessee, agents, or assigns, as applicable, and shall not be or become fixtures, notwithstanding the manner in which the Facility is or may be affixed to the real property of Lessor. Section 8.2. Encumbrances. Lessor shall not suffer or permit the Facility to become subject to any lien or encumbrance for debt of any kind that may be owed by or demanded of Lessee. SECTION 9. TITLE AND QUIET ENJOYMENT. Section 9.1. Representations. Lessor represents and warrants that (i) it has full right, power, and authority to execute this Lease, and (ii) Lessee will peacefully and quietly enjoy the Premises and such access thereto, provided that Lessee is not in default hereunder after notice and expiration of all cure periods. Section 9.2. Defects. Upon Lessee's request and sole expense, Lessor shall furnish a current title abstract to Lessee. Lessee has the right to obtain a title opinion for a leasehold title policy from an abstractor of its choice. If, in the reasonable opinion of Lessee or its attorneys, such title opinion shows any defects of title or any liens or encumbrances which materially and adversely affect Lessee's use of the Premises, Lessee shall have the right to terminate this Lease immediately upon written notice to Lessor. Lessor shall cooperate with Lessee at no cost to Lessor to enable Lessee to obtain an Iowa Title Guarantee, certificate, or a standard policy of title insurance insuring the Lease granted hereunder (including such endorsements as Lessee shall reasonably request). SECTION 10. GOOD STEWARDSHIP. During the Term, Lessee shall use reasonable efforts to avoid harming the future potential value of the Premises or negatively impacting the local environment and wildlife. Lessee shall be responsible for any harm to wildlife (as determined by the applicable Governmental Authority) caused by the construction, operation, and maintenance of the Facility at the Premises. 4 SECTION 11. REFUND. Any deposits or Rent payments made in advance for a period extending beyond the termination of this Lease shall be refunded to the Lessee, unless such termination shall be on account of violation or non-fulfillment of any of the terms of this Lease by the Lessee, or on account of abandonment of said Premises by the Lessee, in which case the amount(s) paid in advance shall be retained by the Lessor to the extent of its actual damages. SECTION 12. TAXES. Lessee shall reimburse Lessor for all real estate taxes, licenses and other charges which may be assessed or levied on the Premises upon receipt of a statement from Lessor for such real estate taxes, licenses and other charges. Any taxes, licenses, or charges caused by or related to the Facility shall be the responsibility of Lessee. SECTION 13. ASSIGNMENT AND SUBLEASE. Section 13.1. Successors. This Lease shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Section 13.2. Assignment. Lessor shall not assign this Lease or any of its rights or obligations hereunder without the prior written consent of Lessee. Lessee may assign any or all of its rights or obligations under this Lease with Lessor's consent to any Affiliate of Lessee which consent may not be unreasonably withheld. Section 13.3. Transfer. Neither the Premises nor any part thereof may be sold, transferred, pledged or assigned unless such sale, transfer, pledge or assignment is made subject to this Lease. Section 13.4. Sublease. Lessee may enter into a sublease of the Premises with any person or entity with equivalent experience operating solar energy generating systems similar to the Facility only upon prior written consent of Lessor, which consent may not be unreasonably withheld. Any sublease of the Premises shall be limited to the purposes of this Lease as set forth in Section 1, herein. Lessee shall remain bound by the terms of this Lease during the term of any sublease. SECTION 14. IMPROVEMENTS. The Lessor hereby gives to the Lessee the privilege of erecting, maintaining and using on said Premises, suitable structures for the purposes set forth in Section 1 hereof, provided that such structures be in compliance with all laws and other local, county, state and federal laws and regulations, and are thereafter maintained by the Lessee in compliance with all laws. Any additional structures not referenced in Revised Exhibit C to be built by the Lessee shall be consistent with the intended use of the Facility and the purposes set forth in Section 1 of this Lease. Lessee will be responsible for obtaining and abiding by all permits necessary for its 5 business and construction, operation, and maintenance of the Facility, except that Lessor will remain solely responsible for any environmental permits applicable to the Premises irrespective of the presence of the Facility. SECTION 15. REMOVAL OF IMPROVEMENTS AND TERMINATION. Unless Lessor in writing permits Lessee to abandon all or a portion of the Facility (including any electrical infrastructure) in place, Lessee at its sole expense shall remove the Facility, within 180 days of the expiration or termination of the Lease, and shall return at its sole cost and expense the Premises substantially to its condition prior to this Lease taking effect, ordinary and reasonable wear and tear excepted. SECTION 16. RIGHT OF INSPECTION AND ENTRY. The Premises shall be open at all reasonable times upon reasonable advanced noticed for inspection and entry by the Lessor, its agents, authorized employees and authorized applicants for purchase or lease thereof, or for any other lawful purpose. Specifically, Lessor may, upon notice to Lessee, perform any environmental assessment, study or testing required by applicable law so long as such assessments, study or testing does not unreasonably interfere with Lessee's use of the Premises for the purposes set forth herein. SECTION 17. ADVERTISING. No advertising shall be placed upon the Premises without the written approval of the Lessor, except for signage identifying the Facility and naming Lessee or Lessee's Affiliates as the Facility owner(s). SECTION 18. LAWS AND REGULATIONS. The Lessee shall, without cost to the Lessor, comply with all applicable laws, rules, regulations and ordinances of competent authorities affecting the use of the Premises for the purpose set forth in Section 2 (Lease) including but not limited to those relating to the environment, except as set forth herein. The parties agree that this Lease shall be governed by the laws of the State of Iowa, with venue lying in Linn County District Court. SECTION 19. DEFAULT. Section 19.1. Default. Any material breach of this Lease constitutes a default of this Lease if it continues for a period of thirty (30) days after receipt of written notice specifying the nature of such material breach and demanding that it be remedied; provided that such thirty (30) day cure period shall be extended (but not for payment of an undisputed amount owing under this Lease) to the extent reasonably necessary to cure such failure so long as the defaulting Party has initiated efforts to cure such failure within such initial thirty(30) day cure period and is diligently pursuing such cure. 6 Section 19.2. Lessor's Remedies in Event of Lessee's Default. Upon a default by Lessee past any applicable cure period, Lessor shall have the right, at its option, to terminate this Lease in which event Lessee shall immediately remove, at Lessee's sole cost and expense, the Facility. Section 19.3. Lessee's Remedies in Event ofLessor's Default. In the event of any default of this Lease by Lessor, Lessee may terminate this Lease upon written notice to Lessor, may withhold the payment of Rent, may immediately remove the Facility as set forth in Section 15, and may pursue any available remedy at law or equity. SECTION 20. INDEMNIFICATION. Section 20.1. Mutual Indemnity. To the fullest extent permitted under the law, each Party (each, an `Indemnifying Party") shall indemnify, defend and hold harmless the other Party, its Affiliates, and each of their respective employees, directors, officers, managers, members, shareholders, subsidiaries and agents (each, an `Indemnified Party") for, from and against all liabilities, losses, lawsuits, penalties, claims, settlement payments, costs and expenses, interest, awards, judgments, damages, fines or demands (including the costs, expenses and reasonable attorneys' fees on account thereof) (individually, a "Claim" and collectively, the "Claims") arising out of or related to the Indemnifying Party's (i)material breach of any covenant, obligation, representation, or warranty set forth in this Lease or (ii) negligence or willful misconduct. An Indemnified Party shall notify the Indemnifying Party of any written claims or demands against the Indemnified Party from a third party for which the Indemnifying Party is responsible hereunder. The Indemnifying Party's obligations under this Section 20.1 shall not apply to the extent that any Claim arises out of the Indemnified Party's (i)material breach of any covenant, obligation, representation, or warranty set forth in this Lease or (ii)negligence or willful misconduct. Section 20.2. Environmental Indemnity. Notwithstanding anything to the contrary herein, Lessor specifically assumes all risk of loss and will defend, indemnify, and hold harmless Lessee, its Affiliates, and each of their respective employees, directors, officers, managers, members, shareholders, subsidiaries and agents, from and against any and all Claims arising from Lessor's negligence or willful misconduct and that are related to pollution, contamination, property damage, third-party injuries, natural resource damages, or other adverse effects on the environment, due to any: disposal, spill, discharge, escape, dispersal, exacerbation or release of (A) saturation of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids, and gases, or (B) other pollutants, contaminants, or Hazardous Materials (as defined herein) into the atmosphere, or on, onto, in, or into the surface or subsurface soil, groundwater, or surface waters at the Premises, except to the extent such Claims arise solely as a result of Lessee's willful misconduct. Lessor's obligations under this Section also includes Claims arising specifically under any Environmental Law (as defined herein) imposing liability for, or any other liabilities that Lessee becomes obligated to pay resulting from, the release or exacerbation of all or any part of the Hazardous Materials at the Premises. Section 20.3. The foregoing indemnities shall be in addition to and not in lieu of any other indemnity obligations provided by law. 7 Section 20.4. The indemnity provided in this Section 20 also shall apply to any Claim arising out of or relating to the successors and permitted assigns of the Indemnified Party. SECTION 21. WAIVER OF CONSEQUENTIAL DAMAGES. Neither Party shall be liable to the other Party for incidental, consequential, special, punitive or indirect damages, including without limitation,loss of use, loss of profits, cost of capital or increased operating costs, arising out of this Lease whether by reason of contract, strict liability, negligence, intentional conduct, breach of warranty or from breach of this Lease. SECTION 22. RESTRICTIONS ON LESSEE: HAZARDOUS SUBSTANCES. Section 22.1. Restrictions on Lessee. Lessee shall not use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon or affecting the Premises in violation of any Environmental Law. Section 22.2. Environmental Definitions. "Environmental Law" means and includes all local, state, or federal laws relating to health, safety, pollution, protection of the environment, or Hazardous Materials, including, without limitation, the Resource Conservation and Recovery Act, as amended ("RCRA"), 42 U.S.C. § 6901 etseq., the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. and all amendments, regulations, orders, decrees, permits, licenses, common law duties, legally binding guidelines, and deed restrictions now or hereafter promulgated thereunder or made pursuant thereto. "Hazardous Materials" means any hazardous substance as defined in CERCLA or any waste, material, or substance that is regulated, defined, designated, or otherwise determined to be dangerous, hazardous, radioactive, explosive, toxic, or a pollutant or contaminant by, under, or pursuant to any Environmental Law, including, but not limited to, asbestos or any substance containing asbestos, polychlorinated biphenyls, explosives, radioactive materials, chemicals known or suspected to cause cancer or reproductive toxicity, and petroleum or petroleum-derived products or materials. Section 22.3. Pre-Existing Conditions. Notwithstanding anything to the contrary herein, the Lessee will not be held responsible for any pre-existing environmental conditions at the Premises. 8 SECTION 23. INSURANCE REQUIREMENTS. Section 23.1. Lessee's Insurance Requirements. Lessee shall provide and maintain the following-described insurance coverages. Lessee shall furnish to Lessor certificates of insurance showing policies carried and the limits of coverage as follows: 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 Lessor shall be named as an Additional Insured for the negligent acts of Lessee arising out of this Lease Agreement, on a primary and non-contributory basis, with respect to the Commercial General Liability and Excess Liability coverage. Coverage shall include a governmental immunities endorsement consistent with and not precluding application of Iowa Code § 670.4. Certificates of insurance shall be on file with Lessor prior to execution of this Lease, and such coverage shall remain in effect for the duration of this Lease. Lessee shall provide thirty(30) days' written notice to Lessor prior to cancellation or non-renewal of any of the insurance policies required herein. Lessee shall have the right to self-insure any and all coverages to the limits required. Failure of Lessor to enforce the minimum insurance requirements listed above shall not relieve Lessee of responsibility for maintaining these coverages. Section 23.2. Lessor's Insurance Requirements. Lessor shall provide and maintain the following-described insurance coverages. Lessor shall furnish to Lessee certificates of insurance showing policies carried and the limits of coverage as follows: a. Workers' Compensation Insurance for Lessor'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 occurrence, $2,000,000 general aggregate or similar coverage under the Iowa Communities Assurance Pool of which Lessor is a member; 9 C. Automobile Liability Insurance for all owned, non-owned and hired automobiles with limits not less than $1,000,000 per accident or similar coverage under the Iowa Communities Assurance Pool of which Lessor is a member; d. Excess Liability Insurance with limits of $5,000,000 per occurrence, $5,000,000 aggregate or similar coverage under the Iowa Communities Assurance Pool of which Lessor is a member. Such coverage must include, as scheduled policies, the Employer's Liability Insurance, Commercial General Liability Insurance and Automobile Liability Insurance described above. Lessee shall be named as an Additional Insured for the negligent acts of Lessor arising out of this Lease Agreement, on a primary and non-contributory basis, with respect to the Commercial General Liability and Excess Liability coverage. Certificates of insurance shall be on file with Lessee prior to execution of this Lease, and such coverage shall remain in effect for the duration of this Lease. Lessor shall provide thirty (30)days' written notice to Lessee prior to cancellation or non-renewal of any of the insurance policies required herein. Failure of Lessee to enforce the minimum insurance requirements listed above shall not relieve Lessor of responsibility for maintaining these coverages. SECTION 24. INSOLVENCY OR BANKRUPTCY. If the Lessee at any time during the continuance of this Lease should become insolvent or bankrupt, or if Lessee's affairs should be placed in the hands of a receiver, then within sixty (60) days of the occurrence thereof, this Lease, at the option of the Lessor, shall terminate and the Lessor shall have the right to resume and retake possession of said Premises without any accountability whatsoever to the Lessee or to Lessee's estate. SECTION 25. RIGHTS CUMULATIVE. The various rights, powers, options, elections and remedies of either party, provided in this Lease, shall be construed as cumulative and no one of them as exclusive of the others, or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled as long as any default remains in any way unremedied, unsatisfied or undischarged. SECTION 26. SEVERABILITY; SURVIVAL. Any provision of this Lease which conflicts with any law, rule, regulation or ordinance of competent authorities affecting said Premises, shall be suspended and shall be inoperative so long as such law or ordinance remains in effect. In the event there is no prohibition against any provision of this Lease, any such provisions shall remain in full force and effect during the term of this Lease. Any indemnification obligation and any other obligation hereunder, which by their sense and context are intended to survive termination of this Lease, shall survive the expiration or termination of this Lease for any reason. 10 SECTION 27. RECORDATION. The Parties hereto acknowledge a memorandum of this Lease may be recorded in the official records of the county in which the Premises are located. SECTION 28. NOTICES. Section 28.1. Communications. Unless otherwise provided in this Lease, all notices and communications concerning this Lease shall be in writing and addressed to the other Party as follows: If to Lessee: Interstate Power and Light Company 1301 Iowa Street Dubuque, Iowa 52001-4817 Attention: Terry Kouba, Vice President, Generation Operations Telephone: (563) 557-2226 With Copy to: Alliant Energy Corporate Services 4902 N. Biltmore Lane Madison, Wisconsin 53718 Attention: Andrew Hanson, Senior Attorney Telephone: (608) 458-6223 If to Lessor: City of Dubuque 50 W. 13th St. Dubuque, Iowa 52001 Attention: Michael C. Van Milligen, City Manager Telephone: 563-589-4100 or at such other address as may be designated in writing to the other Party. Section 28.2. Notice. Any notice provided for in this Lease shall be in writing, shall contain the information required by this Lease to be communicated to any Party, and shall be (a)personally delivered to such Party, (b) sent by registered or certified mail, postage prepaid, to such Party at the address of such Party specified in this Lease, (c) sent by a nationally recognized overnight delivery service to such Party at the address of such Party specified in this Lease, (d) sent by facsimile transmission to such Party at the facsimile number specified in this Lease, or (e) sent as an attachment to an e-mail in customary format to such Party at the e-mail address specified in this Lease, if any. 11 IN WITNESS WHEREOF, the parties hereto have executed in duplicate this Lease on the day and year first above written. CITY OF DUBUQUE,IOWA INTERSTATE POWER AND LIGHT COMPANY Lessor Lessee By: By: Michael C. Van Milligen Terry Kouba City Manager Vice President—Generation Operations City of Dubuque Alliant Energy Corporation 12 EXHIBIT A LEGAL DESCRIPTION OF PREMISES LEGAL DESCRIPTION PART OF LOT 2 IN W. A. NORMAN PLACE LYING NORTH OF AN EXISTING DRAINAGE DITCH IN DUBUQUE COUNTY, IOWA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 2 AND THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER IN SECTION 25, TOWNSHIP 89 NORTH, RANGE 1 EAST OF THE 5T" P.M. IN DUBUQUE COUNTY, IOWA; THENCE NORTH 86 DEGREES 58 MINUTES 04 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 2, 1 ,328.60 FEET TO THE NORTHEAST CORNER OF SAID LOT 2 AND THE CENTER OF SAID SECTION 25; THENCE SOUTH 02 DEGREES 10 MINUTES 31 SECONDS EAST ALONG THE EAST LINE OF SAID LOT 2, 837.49 FEET TO A POINT NEAR THE TOP AN EXISTING DRAINAGE DITCH; THENCE WESTERLYALONG THE LAST NAMED LINE THE FOLLOWING COURSESAAND DISTANCES: NORTH 76 DEGREES 22 MINUTES 44 SECONDS WEST, 300.93 FEET; NORTH 82 DEGREES 33 MINUTES 22 SECONDS WEST, 336.38 FEET; NORTH 68 DEGREES 04 MINUTES 06 SECONDS WEST, 138.10 FEET; SOUTH 86 DEGREES 37 MINUTES 15 SECONDS WEST, 261.84 FEET; SOUTH 85 DEGREES 52 MINUTES 49 SECONDS WEST, 318.66 FEET TO THE WEST LINE OF SAID LOT 2; THENCE NORTH 02 DEGREES 15 MINUTES 29 SECONDS WEST, 639.40 FEET ALONG THE WEST LINE OF SAID LOT 2 TO THE POINT OF BEGINNING, CONTAINING 21 .14 ACRES, MORE OF LESS, AND SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND RIGHTS-OF-WAY OF RECORD AND NOT OF RECORD. You created this PDF from an application that is not licensed to print to novaPDF printer (http://www.novapdf.com) EXHIBIT B MAP OF THE PREMISES IM1,P.0 Idikh- NORTH 11w _ HORIZONTAL SCALE IN FEET ARCHITECTURE JIM0 200 400 CIVIL ENGINEERING mrso CONSTRUCTION SERVICES DRAWING MAY HAVE BEEN REDUCED ENVIRONMENTAL EYING RING LAND SURVEYING MUNICIPAL ENGINEERING STRUCTURAL ENGINEERING TRANSPORTATION ENGINEERING I NTEG R ITY.EXPERTISE.SOLUTIONS i 0011, / sorr in" ©COPYRIGHT 2013 ALL RIGHTS 1 X=5650816.0899 RESERVED. Y=3654230.0698 X=5652140.2503 s THESEDocUMENTSHAVEBEEN Y=3654303.6100 PREPARED SPECIFICALLY FOR THIS PROJECT ONLY. NO PART OF DOCUMENT MAY BE REPRODUCED OR DISTRIBUTED IN ANY FORM WIT HOUTTHE PERMISSION OF IIW, w P.C.ALL INFORMATION IN THIS DOCUMENT IS CONSIDERED PROPERTY OF IIW,P.C. A _ 1 _ "_��61419 X '=zS53598.4510 o !=,6161!5"3719"85194 94 r=x653,99.8519 X=5651791.7877 Y=3653489.0021 ♦r -�` X=5652174.1202 >�'T�► -- Q � Y=3653431.6256 proposed access road-Option B pp x � LU � z a w w w proposed access road-Option A 0 WNW a m y • ' N d t �•+ N @ 3 7 O 4 � s a0 1 m LL m � N C U O > 0 N W ❑ 76 Lu W C C m U o ~ =' .—MAD HUMPKE ROAD m W 2 O N N Sheet No: a - a EX=01- IIW Project No: 12273-01 EXHIBIT C GENERAL SPECIFICATION FOR THE CONSTRUCTION OF A SOLAR ARRAY AT THE PREMISES Graf Farm Solar Project The Graf Farm Solar Project will have the following general characteristics: Site and Facilitv Description • The Graf Farm site consists of 22 acres of land and will have approximately 3.5 megawatt (MW) solar array placed at this location. Subject to the terms of this lease, IPL may construct a larger capacity solar array provided the larger array reduces overall dollar per kilowatt($/kw) cost compared to the $/kw cost of a 3.5MW facility. Solar Panels and Foundations • Solar panels will be mounted on aluminum racking systems, which will consist of either fixed or a tracking system. Panels will be placed in such manner as to minimize shading of the panels. Removal of structures or trees to eliminate shading requires approval by site owner. The site will be vegetated with low-growth ground cover to stabilize the soil and minimize shading of panels. Grading and Excavation • There are no site restrictions at the Graf Site on soil disturbance or excavation depth. Drilled, driven, or screwed foundations will be determined based on the results of IPL's geotechnical analysis and competitive bidding process. Electric Distribution • Underground cables used to deliver power from the solar panels to the substation will transect the property and will be buried, at a minimum, at code depth. Power will be sent to IPL's Seipple substation for local distribution. Access Road • Access to the site will either be from the South, using Humpke Road, or from the East, using Alliant Energy's Dubuque Operations Center, subject to further discussions with the City of Dubuque, governmental authorities, and the selected bidder. The access road will be a minimum of 20' wide and will have a cul du sac to allow turnaround of construction and maintenance vehicles. Site Securitv • The site will be enclosed by an 8' high chain linked fence and will monitored by a security camera system and a motion detector light system. Environmental Due Diligence • IPL will secure, in advance, all necessary environmental permits and approvals required for the solar array to be placed at the Site. Safetv • IPL will ensure its selected contractor meets all IPL safety standards, including all applicable Occupational Health and Safety Administration requirements. EXHIBIT D MAP OF EASEMENTS GRANTED UNDER THIS LEASE IM1,P.0 Idikh- NORTH 11W _ HORIZONTAL SCALE IN FEET ARCHITECTURE JIM0 200 400 CIVIL ENGINEERING Via" WOO CONSTRUCTION SERVICES DRAWING MAY HAVE BEEN REDUCED ENVIRONMENTAL EYING RING LAND SURVEYING MUNICIPAL ENGINEERING STRUCTURAL ENGINEERING TRANSPORTATION ENGINEERING I NTEG R ITY.EXPERTISE.SOLUTIONS 0011, IIIIIIIIIIIII11ir in" ©COPYRIGHT 2013 ALL RIGHTS 1 X=5650816.0899 RESERVED. Y=3654230.0698 X=5652140.2503 s REPAREOcuMENCALLYF FOR Y=3654303.6100 E PREPARED SPECIFICALLY FOR THIS PROJECT ONLY. NO PART OTHIS F DOCUMENT MAY BE REPRODUCED OR DISTRIBUTED IN ANY FORM WITHOUT THE PERMISSION OF IIW, P.C.ALL INFORMATION IN THIS POI DOCUMENT IS CONSIDERED PROPERTY OF IIW,P.C. AREA: 22.05 ACRES Need to maintain drainage flow at # X=5650841.9037 X=5651419.4982 road crossing Y=3653573.4007 Y=3653598.4510 o X=5651934.7294 o Y=3653499.8519 _ X=5651791.7877 - O Y=3653489.0021 ♦r -�` X=5652174 1202 q 'T� Q o L, Y=3653431.6256 t m (D _ DO rr�^^ x_ vJ p LU z a w w w rn o Access Road option B (by Contractor) � am y • N t �•' � N 0 Access Road option A (by Contractor) -� R .«� 3 : � o I QU l m0 �a m � � N C N O Q U O > � O O LU C Q OLD Hwy ROAD HUMPKE ROAD � m Z m LU 2 2— Sheet Sheet No: a - a EX=01- 11W Project No: 12273-01