Fourth Amendment to Management Agreement Between the City of Dubuque, Iowa and ASM Global Copyrighted
May 20, 2024
City of Dubuque Consent Items # 08.
City Council Meeting
ITEM TITLE: FourthAmendmentto ManagementAgreement Between the Cityof
Dubuque, lowa and ASM Global
SUM MARY: City Manager recommending City Council adopt a resolution approving
the Fourth Amendment to the Management Agreement between the City
of Dubuque, lowa and ASM Global.
RESOLUTION Approving the Fourth Amendment to the Management
Agreement between the City of Dubuque, lowa and ASM Global
SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Agreement Supporting Documentation
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Fourth Amendment to Management Agreement Between the City of
Dubuque, lowa and ASM Global
DATE: May 14, 2024
Leisure Services Marie Ware is recommending City Council adopt a resolution
approving the Fourth Amendment to the Management Agreement Between the City of
Dubuque, lowa and ASM Global.
I concur with the recommendations and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Marie Ware, Leisure Services Director
Barry Lindahl, Senior Counsel
Dubuque
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TO: Michael C. Van Milligen, City Manager
FROM: Marie L. Ware, Leisure Services Manager
SUBJECT: Fourth Amendment to Management Agreement Between the City of
Dubuque, lowa and ASM Global
DATE: May 9, 2024
INTRODUCTION
The purpose of this memorandum is to record the Fourth Amendment to the
Management Agreement Between the City of Dubuque, lowa and ASM Global.
DISCUSSION
June 21, 2004 the City entered into an agreement for private management of Five Flags
Civic Center with SMG. The agreement commenced July 1, 2004 for five years and
was extended for three additional five-year periods through June 30, 2024. The
amendment is with ASM Global as SMG was merged into ASM Global.
The City has determined that it is important to commence an RFP for management
services for Five Flags just as was done recently with Grand River Center. The Fourth
Amendment allows time for the RFP process to take place and a selection be
established during the Fourth Amendment timeframe of July 1, 2024 to June 30, 2025.
The updated insurance schedule is incorporated in the Amendment.
Sr. Counsel Barry Lindahl prepared the fourth amendment documents.
ACTION STEP
This memo is provided for recording of the Fourth Amendment to Management
Agreement Between the City of Dubuque, lowa and ASM Global and adoption of the
resolution.
cc: Senior Counsel Barry Lindahl
City Attorney Crenna Brumwell
Prepared by Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
RESOLUTION NO. 131 - 24
APPROVING THE FOURTH AMENDMENT TO THE MANAGEMENT AGREEMENT
BETWEEN THE CITY OF DUBUQUE, IOWA AND ASM GLOBAL
WHEREAS, the City of Dubuque (City) and SMG entered into a Management
Agreement dated for reference purposes June 21, 2004; and
WHEREAS, SMG merged into ASM Global; and
WHEREAS, pursuant to the Third Amendment to the Agreement, the term of the
Agreement was extended to June 30, 2024; and
WHEREAS, the parties now desire to amend the Agreement as set forth in the
attached Fourth Amendment extending the Term to June 30, 2025; and
WHEREAS, the City Council of the City of Dubuque finds that the Fourth
Amendment to the Agreement is in the best interest of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE, IOWA
AS FOLLOWS:
Section 1. The Fourth Amendment to the Management Agreement attached hereto
is hereby approved.
Section 2. The City Manager is hereby authorized and directed to sign the Fourth
Amendment on behalf of the City of Dubuque.
Passed, approved and adopted this 20th day of May, 2
Ric W. Jor s' M4vor
Attest:
Adrienne N. Breitfelder, City Clerk
FOURTH AMENDMENT
TO
MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
ASM GLOBAL
This Fourth Amendment to Management Agreement between the City of Dubuque,
lowa and ASM Global is dated for reference purposes the 6th day of May, 2024.
Whereas, the City of Dubuque, lowa (City) and SMG entered into a Management
Agreement dated June 21, 2004 (the Agreement), which Agreement has been amended
by the First Amendment, Second Amendment, and Third Amendment; and
Whereas, SMG merged into ASM Global; and
Whereas, City and ASM now desire to amend the Agreement as set forth herein.
NOW, THEREFORE, IT IS AGREED BYAND BETWEEN THE PARTIES AS FOLLOWS:
Section 1. Section 3.1 of the Agreement is amended to read as follows:
3.1 Management Term.
The Management Term of the Agreement shall commence on July 1, 2004 and
terminate at midnight on June 30, 2025, unless earlier terminated pursuant to the
provisions of this Agreement.
The parties acknowledge that City will be preparing and issuing a Request for
Proposals for the Management Agreement and if another manager is selected and
contracted by City between April 30, 2025 and June 30, 2025, ASM will provide
commercially reasonable transition assistance to such new operator for the
remainder of ASM's Term.
Section 2. The Insurance Schedule attached to the Agreement is hereby deleted
and the Insurance Schedule attached hereto is substituted in lieu thereof:
Section 3. All other terms and conditions of the Agreement, as amended, shall
remain in full force and effect.
CITY O DUBUQUE, IOWA ASM
By: � By:
Micha I C. Van Milligen Name: Bruce Hanson
City Manager ItS: Secretary
City of Uu6uque Insurance Requirements for Management 5enrices
INSURANCE SCHEDULE L
'I. ASM Global(Gontractar)shall furnish a signed certificate of insu rance to the City af�ubuque,
louva for the caverage required in Exhibit I priar ta commencing wark and at the end of the project
if the term of work is longer than 66 days Gontractors presenting an nual certificates shall
present a certificate at the end af each praject with the final billing. Each certificate shall be
prepared on the most current AGORa form approved by the lowa Department of Insurance or an
equivalent if appro�ed by the 6irector cf Finance and Budget.Each certificate shall include a
statement under descriptian af dperatians as ta why issued.Management Agreement dated
June21,2064.
2. All policies of insurance required hereunder shall be with an insurer authori�ed to do business in
louva and all insurers shall have a rating of A ar better in the currentA.M. Best's Rating Guide.
3. Each certificate shall be fu rnished to the Finance�epartment of the City of Dubuqus.
4. Failure to pra�+ide minimum ca�+erege shall not be deemed a wai�+er of these requirements by the
City of aubuque. Failure to obtain or maintain the required insurance shall be considered a
material breach of this agreement.
5 Contractor shall require all subcontractors and sub-subcontractors toobtain and maintain during
the perfarmanceofwork insuranceforthe coverages described inthis Insurance 5chedule and
shall obtain certificates of insurances fram all such subcontractors and sub-subcontractors.
Contractor agrees that it shall he liableforthefailureof a subcontractor and sub-subconlractorto
obtain and maintain such coverages. The City may requesi a copy of such certificates fram the
Contractor.
6. All req uired endorsements ta variaus policies shall be attached to certificate of insurance.
7. Whene�er a specific ISd form is listed, an equiyalent form may be substituted su6jed to the
approval of the director of Finance and Budget and su6ject to the Contractor identifying and
listing in writing all deviatians and exclusians that differ fram the ISd farm
8 The Contractor shall be required ta carry the minimum caveragellimits,ar greater if required by
law ar ather legal agreement, in Exhibit I. If the Contractors limits of liability are higher than the
required minimum limits thenthe prflviders limits shall bethis agreement's required limits_
9. Whenever an 15d form is referenced the current edition of the form musi be used.
'Id. Lessee, license 8 permittees shall be respansiblefardeductibles and self-insured retentian for
payment af all policy premiums and other cast assaciated with the insurence policies required
be low.
16. ,411 certificates of insurance must include agents name, phone number, and amail address
'I�, The City of�ubuqus reserves the right to require camplste, certified copies of all required
insurance policies, including endorsements, required by this 5chedule at any time.
12. The City of�ubuqus reserves the right tt�modify these requirements, including limits, based on
changes in the risk or other special circumstances during the term of the contract,subject to
mutual agreement of the partiss.
Page'1 of 4 5chedule L Management 5ervices Aprll 2621
City of Uu6uque Insurance Requirements for Management 5enrices
INSURANCE SCHEDULE L (continued�
Exhi6it I
11} C�MMERCIALGENERALLIIIBILITY
General Aggregate Limit $2,aaa,oaa
Products-Gompleted�]peratians Aggregate Limit $1,aaa,aaa
Persanal and Advertising Injury Limit �1,666,666
Each dccurrence $1,aaa,oaa
Fire Damage Limit (any one accurrence} $56,aaa
Medical Payments $5,666
1) Caverage shall bewritten an an occurrence, not claims made, form.Thegeneral
liability coveraqe shall be written in accord with the current 150 form GG6661 or
business auvners farm BP06d2.All deviations fram the standard ISO commercial
general liability form CG 6661,or 8usiness auvners form BP 6662, shall be
clearly identified
2) Include ISO endorsement farm CG 25 04"besignated Lacatian(s}General
Aggregate LimiY'or�G 25 03`designated �onstruction Prcject(s}General
Agyregate LimiY'as apprapriate.
3} Includeendorsement indicating that caverage is primary and non-contributory.
4} Include Preservation of Governmental Immunitiss endorsement. (Sarnple
attached).
5} Include additional insured endarsement for:
The Gity of aubuque, including all its elected and appointed officials, all its
employees and�olunteers, all its boards, commissions andJor authorities and
their board members,employees and volunteers. Use 154 form CG 20 26.
5} Include Wai�erof Right to Reco�erfrom Qthers endorsement.
B} AUT�MOBILE LIABILITY
Cambined 5ingle Limit $1,666,666
Go�erage shall Include all owned, non�uvned, and hired�ehicles. If the Contractors
business does not ouvn any yehicles, �overage is required on non-ouvned and hired
vehicles.
Policy shall include Waiver of Right to Recover from Others endorsement
C} WORKERS'CDMPENSATIDN&EMPL�YERS LL4BILITY
Statutary 8enefits r.overing all emplayees injured an the jab by accident ar disease as
prescribed by louva Cade Chapter 85.
Gaverage A Statutory—State af lo+nra
Co�erage B Employers Liability
Each Accident ��aa,aaa
Each Emplaye�disease $166,666
Policy Limit-Disease ��aa,aaa
Policy shall include Waiver af Right ta Recaver from athers endarsement
Gaverage 8 limits shall be greater if requireri by the umbrellalexcess insurer
Page 2 of 4 5chedule L Management 5ervices Aprll 2621
City of Uu6uque Insurance Requirements for Management 5enrices
INSURANCE SCHEDULE L (continued�
�R
If,by lowa Code Section$5.1A,the Cflntractflr is not required tfl purchase Wflrkers'
Campensatian Insurance,the Contractar shall haue a capy af the State's hlonelection of
Wflrisers'Com pensation or Employers' Liability Cflverage fflrm fln file with the louva
Workers'Campensatian Insurance Cammissioner, as required by lowa Cade Sectian
87.22 Gompleted form must be attached.
U} 11MBRELLAfF�(CESS LIl1BILITY $2,aaa,aaa
The General Llability, Autamabile Liability and Warkers Compensatian Insurance
requirements may be satisfied with a cambinatian af primary and Umbrella orExcess
Liability Insurance. If the Umbrella or Excess Insurance policy does nat follow the form
of the primary palicies, it sh all include the same endarsements as requ ired af the primary
palicies including Waiverof 5ubrogatian and Primary and Nan-cantributary in favarofthe
Gity
Ey C�NCESSI�NAIRE B�NU
' Yes No
A mau nt $7 4,644
F� LJQl1�R LIABILITY $3,444,644
' Yes No
Page 3 of 4 5chedule L Management 5ervices Aprll 2621
City of Uu6uque Insurance Requirements for Management 5enrices
Please be aware that naming the City of 6ubuque as an additional insurerj as is required by this
Insurance Schedule may result in the waiveraf the City's govemmental immunities proyided in lawa Cade
sec. bT6.4. If you would like to preserve those immunities, plsase use this endorsement or an equivalent
form.
PRESERVATI�N �F G�VERNMENTAL IMMUNITIES END�RSEMENT
1. Nonwai�er of Governmental Immunity.The insurer expressly agrees and states that the purchase
cfi this policy and the including of the City of Dubuque, lo+nra as an Additianal Insured daes not waive any
af the defenses af governmental immunity ava ilable ta the City of 6ubuque, louva under Gode of lauva
5ection b76.4 as it is now exists and as it may be amended from time to time.
2. Claims Coveraas.The insurer further agrees that this policy of insurance shall cover only those
claims not su Cject to the defense of governmental immunity under the Code of lowa Section 570.4 as it
nouv exists and as it may be amenderi fram time to time.Thase claims nat su�ject ta Cade af lowa
5ection b76.4 shall be co�ered by the terms and conditions of this insurance policy
3. ,4ssertion of Governmeni Immunitv.The Gity of�ubuque, lowa shall be responsible for asserting
any defense of govern mental immunity, and may do sc�at any time a nd shall do so upon the timely written
request of the insurer.
4. Non-aenial of Covera9e.The insurer shall not deny coverage underthis policy and the insurer
shall not deny any af the riqhts and benefits accruing to the City af dubuque, louua under this policy far
reasons of go�ernmental immunity unlsss and until a court of competent jurisdiction has ruled in favor of
the defense(s}of go�ern mental immunity asserted by the City of 6u buque, lowa.
No 4ther Change in Polic�The above preservation af governmental immunities shall not otherwise
change or alter the coyerage available under the policy.
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[6EPARTMENT MANAGER: FILL IN ALL BLANK5 ANd CHEC14 Ba}[E5}
Page 4 of 4 5chedule L Management 5ervices Aprll 2621