Historical Socety Amendment to Lease Agreement Insurance ProvisionsMEMORANDUM
February 10, 2004
TO:
FROM:
SUBJECT:
The Honorable Mayor and City Council Members
Michael C. Van Milligen, City Manager
Amendment to Dubuque County Historical Society Lease Agreement -
Insurance Provisions
Assistant City Manager Cindy Steinhauser is recommended that the City Council adopt
the Second Amendment to the Lease Agreement between the City of Dubuque and the
Dubuque County Historical Society providing for a pedodic update in the insurance
requirements on this 50-year lease.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Midhael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
MEMORANDUM
February 10, 2004
TO:
FROM:
SUBJECT:
Michael C. Van Milligen, City Manager
Cindy Steinhauser, Assistant City Manager
Amendment to Dubuque County Historical Society Lease Agreement -
Insurance Provisions
Discussion
In reviewing the Lease Agreement between the Dubuque County Historical Society
(DCHS) and the City of Dubuque, a concern regarding the insurance requirements was
raised by Corporation Counsel Barry Lindahl. The Lease Agreement does not include
the City's standard insurance requirements for Lessee's of City property as provided in.
AP 3.26. There is also no prevision for an increase in the coverage limits in the future.
This lease is a 50-year lease that expires in 2050, and it is quite likely that the coverage
limits will not be sufficient throughout the term of the 50-year lease. On January 28,
2004 Corporation Counsel Barry Lindahl, Finance Director Ken TeKippe, and I met with
Dubuque County Historical Society representatives Jerry Enzler, Mark Wahlert and
Board President Jeff Bertsch to discuss this issue. As a result of our meeting, I am
recommending that we amend the Lease Agreement as shown on Attachment A.
The amendment modifies the lease language so that at all times during the term of the
Lease Agreement, DCHS must maintain insurance as set forth in the City's Standard
Insurance Schedule for Lessees of City Property. The City must provide notice to
DCHS of any changes to the insurance schedule. DCHS will then have an opportunity
to object in writing to the changes in the terms within 60 days of such notice, at which
time both parties will attempt to reach a mutual agreement to the change in the terms. If
the City and DCHS are unable to reach a mutual agreement, then each of them will
designate an insurance representative, who in turn designates a third insurance
representative to consider the City's proposed change in the terms of the insurance and
whether the new terms are commercially reasonable. If the terms are commercially
reasonable, then they would become a part of the amended insurance schedule.
Otherwise the City would have to re-propose the change in terms to DCHS.
Recommendation
I recommend that the City Council adopt the Second Amendment to the Lease
Agreement between the City of Dubuque and the Dubuque County Historical Society.
Cc: Barry Lindahl, Corporation Counsel
4823-04
200Li MAR 26 Pry 3: 32
hAl HY FLYN14' i HTAL C ,`
COUNTY RECORDER
P UGUQUE CO.,1014A FEES
Prepared by Barry A. Lindahl, Corporation Counsel, 300 Main Street, Dubuque IA 52001 563-583-4113
SECOND AMENDMENT
TO LEASE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
DUBUQUE COUNTY HISTORICAL SOCIETY
This Second Amendment to Lease Agreement between they of Dubuque, Iowa and
Dubuque County Historical Society is made as of this 16 day of 2004.
WHEREAS, the City of Dubuque, Iowa (Lessor) and Dubuque County Historical Society
(Lessee) entered into a Lease Agreement (Lease) on June 5, 2000 for certain real property;
and
WHEREAS, Lessor and Lessee desire to amend the Lease Agreement as set forth
herein.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
1. Article X Insurance, Par. 10.1 B. of the Lease Agreement is hereby deleted and the
following substituted in lieu thereof-
B. 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. If within such sixty-day period, Lessee provides to Lessor a written
objection to such amendment, Lessor and Lessee shall first attempt to mutually agree
upon the terms of such amendment. If Lessor and Lessee are unable to mutually agree
upon the terms of such amendment within thirty days after the date of Lessee's
objection, Lessor and Lessee shall each designate an insurance representative and the
two insurance representatives shall mutually agree upon a third insurance
representative. The three insurance representatives shall then determine whether the
terms of the amendment to the Insurance Schedule are commercially reasonable. If the
insurance representatives determine that the terms of the amendment are commercially
reasonable, the amendment to the Insurance Schedule shall take effect. In the event
the insurance representatives determine the terms of the amendment are not
commercially reasonable, the amendment to the Insurance Schedule shall not take
effect.
By: X1 j �Al
T(4ran e M. Duggan,
i
Attest./
,Jeanne F. Schneider, City Clerk
LESSEE:
DUBUQUE COUNTY HISTORICAL SOCIETY
By:
State of Iowa )
) Ss.
Countv of Dubuque )
On this 22" d day of March, 2004, before me, the undersigned, a Notary Public in and for
the State of Iowa, personally appeared Terrance M. Duggan and Jeanne F. Schneider,
to me personally known, who, being by me duly sworn, did say that they are the Mayor
and City Clerk, respectively, of the City of Dubuque, Iowa; a municipal corporation; that
the seal affixed to the foregoing instrument is the corporate seal of the corporation, and
that the instrument was signed and sealed on behalf of the corporation, by authority of
its City Council, and Terrance M. Duggan and Jeanne F. Schneider, acknowledged the
execution of the instrument to be their voluntary act and deed and the voluntary act and
deed of the corporation, by it voluntarily executed.
„o'.V,1A Kr^,HEN p . CHESTERMAN !
COi, " SSION NO. 108258
MY ihi ;Ii3JlON EXPIRES
` Notary Public in and for said State
State of Iowa )
) ss.
County of Dubuque )
On this 22d day of March, 2004, before me, the undersigned, a Notary Public in and for
the State of Iowa, personally appeared Jeffrey J. Bertsch, being by me duly sworn, did
say that he is the President of the Board of Directors of the Dubuque County Historical
Society and that the instrument was signed and sealed on behalf of the Society, and
acknowledged the execution of the instrument to be his voluntary act and deed and the
voluntary act and deed of the Society, by it voluntarily executed.
�T,.IAL JEANNE F. SCHNEIDER Notary Public in and for said State
_ COMMISSION NO. 709027 i
MY COMMISSION EXPIRES
ow� 3/28/07
EXHIBIT A
LEGAL DESCRIPTION OF DEMISED PREMISES
PREPARED BY: IIW ENGINEERS AND SURVEYORS P.C. 4155 PENNSYLVANIA AVE DUBUQUE, IOWA 319-556-2464
NIISSISSIPPI RIVER DISCOVER CENTER
LEASE BOUNDARY
LEGAL DESCRIPTION
Commencing at the northeasterly corner of Lot 4 of Ice Harbor Development in the City of
Dubuque, Iowa, said point being the point of beginning;
Thence South 58 degrees 59 minutes 05 seconds East, 24.18 feet to a point;
Thence South 31 degrees 01 minutes 22 seconds West, 251.98 feet to a point;
Thence South 83 degrees 45 minutes 38 seconds West, 133.50 feet to a point;
Thence South 31 degrees 01 minutes 22 seconds West, 200.00 feet to a point;
Thence North 58 degrees 58 minutes 38 seconds West, 67.28 feet to a point;
Thence South 15 degrees 29 minutes 12 second East, 146.70 feet to a point;
Thence South 74 degrees 20 minutes 40 seconds West, 121.00 feet to a point;
Thence North 39 degrees 07 minutes 47 seconds West, 82.79 feet to a point on a curve;
Thence North 11 degrees 05 minutes 10 seconds West, 261.88 feet along the chord of a 684.88
foot radius curve concave northeasterly to a point on the curve;
Thence South 88 degrees 19 minutes 44 seconds West, 16.57 feet to a point;
Thence North 06 degrees 46 minutes 12 seconds East, 284.89 feet to a point;
Thence North 07 degrees 17 minutes 33 seconds East, 176.85 feet to a point;
Thence South 83 degrees 09 minutes 25 seconds East, 56.83 feet to a point;
Thence North 06 degrees 50 minutes 35 seconds East, 12.67 feet to a point;
Thence South 83 degrees 09 minutes 25 seconds East, 126.52 feet to a point;
Thence South 58 degrees 59 minutes 05 seconds East, 5.30 feet to the northwesterly comer of Lot
4of T�-T:aTb^'De.c'e .: m;
Thence North 85 degrees 37 minutes 10 seconds West, 23.56 feet to a point of curvature;
Thence South 50 degrees 48 minutes 30 seconds West, 20.68 feet along the chord of a 15.00 foot
radius curve concave southeasterly to a point of tangency;
Thence South 07 degrees 14 minutes 05 seconds West, 25.28 feet to a point of curvature;
Thence South 25 degrees 55 minutes 20 seconds East, 32.82 feet along the chord of a 30.00 foot
radius curve concave northeasterly to a point of tangency;
Thence South 59 degrees 04 minutes 45 seconds East; 54.03 feet to a point;
Thence North 29 degrees 58 minutes 30 seconds East, 8.47 feet to a point;
Thence South 58 degrees 59 minutes 40 seconds East, 340.35 feet to a point;
Thence North 30 degrees 59 minutes 00 seconds East, 25.38 feet to a point,
Thence South 59 degrees 01 minutes 00 seconds East, 10.36 feet to a point;
Thence North 30 degrees 59 minutes 00 seconds East, 37.06 feet to the point of beginning
containing 5.79 acres more or less.
Above described lease boundary is as shown on Lease Exhibit "A".
INSURANCE SCHEDULE A
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY
PROPERTY OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY
OFDUBUQUE
All policies of insurance required hereunder shall be with an insurer
authorized to do business in Iowa. All insurers shall have a rating of A of
better in the current A.M. Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day
advance notice of cancellation to the City of Dubuque if cancellation is
prior to the expiration date. This endorsement supersedes the standard
cancellation statement on the Certificate of Insurance.
3. Lessee shall furnish a Certificate of Insurance to the City of Dubuque,
Iowa for the coverage required in Paragraph 6 below. Such certificates
shall include copies of the following policy endorsements:
a) Thirty day notice of cancellation to the City of Dubuque.
b) Commercial General Liability policy is primary and non-contributing.
c) Commercial General Liability additional insured endorsement.
d) Governmental immunity Endorsements.
e) Waiver of recovery under workers compensation.
4. Each certificate shall be submitted to the contracting department of the
City of Dubuque.
5. Failure to provide minimum coverage shall not be deemed a waiver of
these requirements by the City of Dubuque. Failure to obtain or maintain
the required insurance shall be considered a material breach of this
agreement.
6. Lessee shall be required to carry the following minimum coverage/limits or.
greater if required by law or other legal agreement:
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 Limit $1,000,000
Fire Damage Limit (any one occurrence) $ 50,000
Medical Payments $ 5,000
This coverage shall be written on an occurrence, not claims made,
form per location. All deviations or exclusions from the standard
ISO commercial general liability form CG 0001 or Businessowners
form BP 0002 shall be clearly identified.
Governmental Immunity Endorsement identical or equivalent to
form attached.
An additional insured endorsement identical or equivalent to ISO
Form CG 2026 or CG 2011 and include as additional insureds:
"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."
b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory for Coverage A
Employers Liability: $100,000 each accident
$100,000 each employee -
disease
$500,000 policy limit -disease
Policy shall. include an endorsement waiving right of
recovery against City of Dubuque.
c) UMBRELLAIEXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABILITY
Coverage to be determined on a case -by -case basis by Finance
Director.
COMMERCIAL GENERAL
LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT
CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name of Person Or Organization:
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.
(If no entry appears above, information required to complete this endorsement will be shown in
the Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or
organization shown in the Schedule as an insured but only with respect to liability arising out of
your operations or premises owned by or rented to you.
Copyright. Insurance services Office. Inc. 1994 CG 20
2611 85
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CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
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 Coverage. 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 -Denial 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 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.
2. All other terms and conditions of the Lease Agreement shall remain in
full force and effect.
LESSOR:
CITY OF DUBUQUE, IOWA