Bricktown Cooper Sign AgreementMEMORANDUM
November 25, 2002
TO:The Honorable Mayor and City Council Members
FROM:Michael C. Van Milligen, City Manager
SUBJECT:Sign Agreement with Cooper Acquisition L.L.C. (Bricktown)
For the past several months the City of Dubuque has been in discussion with the
managers of Bricktown restaurant and brewery on the installation and management of a
sign. The sign would be located in Bricktown's parking lot at the corner of 3rd Street and
Locust Street, one of the major intersections into the Port of Dubuque. Based upon the
discussions, the new sign would include a port of Dubuque directional sign, a Bricktown
parking sign, and a sign with an electronic reader board for advertising public events
and events at Bricktown. The total estimate for the new sign is approximately $19,610.
The City's share would be $9,992. We would also share in the maintenance of the
electronic sign, which is estimated to be 64¢ per day.
Economic Development Director Bill Baum recommends City Council approval of the
Sign Agreement between the City of Dubuque and the Cooper Acquisitions EEC.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Bill Baum, Economic Development Director
MEM0RANDUM
November 22, 2002
TO:Michael C. Van Miiligen, City Manager
FROM:Bill Baum, Economic Development Director
SUBJECT:Sign Agreement with Cooper Acquisition L.L.C. (Bricktown)
Discussion
For the past several months, the City of Dubuque has been in discussion with the
managers of Bricktown restaurant and brewery on the installation and management of a
sign. The sign would located in Bricktown's parking lot at the corner of 3rd Street and
Locust Street, one of the major intersections into the Pod of Dubuque. Based Ul Don our
discussions, the new sign would include a Port of Dubuque directional sign, a Bricktown
parking sign, and a sign with an electronic reader board for advertising public events
and events at Bricktown. A drawing is attached. The total estimate for the new sign is
approximately $19,610. The City's share would be $9922, paid out of the City's
General Building Maintenance Fund. We would also share in the maintenance of the
electronic sign, which is estimated to be 64 cents per day.
Also attached is a proposed Sign Agreement between the Cooper Acquisitions L.L.C.
and the City of Dubuque. Included in the Agreement is language to address the
following:
· The sign will be installed in the Bricktown parking lot located on 3rd and Locust
Streets.
· The message control center for the reader board will be located in the offices of
Bricktown;
· Control and responsibility of the message center will be jointly coordinated
between the Bricktown and the City of Dubuque, or the City's designees;
· On-going maintenance of the message center will be the joint responsibility of
Cooper and the City of Dubuque. Cooper will be responsible for those elements
of the sign that identify the Bricktown on the structure; and
· Insurance coverage for the sign will be Cooper LLC responsibility, and the Port of
Dubuque sign will be included in the City of Dubuque's existing policy.
· Both parties have the right to terminate the agreement with 180 days written
notice. If Cooper terminates the company will repay the City our $9922 share of
the upfront cost.
Corporation Counsel Barry Lindahl has reviewed and finalized the agreement.
Recommendation
I recommend that the City Council approve the Sign Agreement between the City of
Dubuque and the Cooper Acquisitions L.L.C.
Cc: Barry Lindahl, Corporation Counsel
Mike Koch, Public Works Director
F:\USERS\WBaum\Gen ED\Cooper sign cc.mem.doc
SIGN AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND COOPER ACQUISITION, L.L.C.
This Agreement made and entered into this day of
2002, by and between COOPER ACQUISITIONS, L.L.C., an Iowa limited liability
corporation (hereinafter "COOPER") and the CITY OF DUBUQUE, IOWA, an Iowa
municipal corporation (hereafter "City").
WHEREAS, City is interested in imparting information to the general public,
including City visitors and tourists, concerning public events and activities in the City
and in the Port of Dubuque deemed to be in the public interest; and
WHEREAS, COOPER desires to pumhase and install a sign on its property at
the corner of 3rd and Locust Streets, of the type, size, and dimensions shown on Exhibit
"A" attached hereto (the "Sign") capable of displaying messages 24 hours daily and
installing the Sign in the COOPER owned parking lot shown on the site plan attached
hereto as Exhibit "B" (the "Location"); and
WHEREAS, City is willing to contribute to the costs of the purchase and
installation of the Sign in exchange for an agreement with COOPER to use the Sign.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. TERM. This Agreement shall take effect upon execution by both parties and
shall continue until terminated by either party. COOPER shall have the right to
terminate this Agreement, with or without cause, upon 180-days written notice to City,
provided, however, In the event of termination by COOPER, COOPER shall repay to
City at the end of such 180-day period the amount of City's contribution to the purchase
and installation costs set forth in Paragraph 3. City shall have the right to terminate this
Agreement upon 180-days written notice to COOPER, with or without cause.
2. OWNERSHIP. The Sign shall be owned by COOPER and shall be installed
by COOPER at the Location shown on Exhibit B.
3. COSTS.
Purchase and Installation Costs. The purchase price of the sign (with
installation included in the purchase price) estimated to be $19,610 shall be paid bythe
par[les as follows:
· Bricktown sign: $3190 100% COOPER
· Port of Dubuque sign: $3424 100% City
· Footing and pipes: $1318 50% COOPER 50% City
· Time O Matic Message Center: $8958 50% COOPER50% City
· Brick Columns and Masonry: $2720 50% COOPER 50% City
In no event, however, shall the amount paid by City under this Agreement
exceed $9922. City shall make payment to COOPER of such costs upon receipt of a
statement therefore from COOPER along with supporting documentation.
4. MAINTENANCE. COOPER shall, at its sole expense, maintain the Sign,
including the remote control and programming equipment in good repair and working
order, except for the panels, including backlighting, containing "Port of Dubuque", which
shall be maintained by City at City expense.
5. COST OF TIME O MATIC. City and COOPER shall each pay one-half of
the monthly electrical cost of the operation of the Time O Matic sign upon receipt of a
statement therefore. This cost is estimated to be 64 cents per day.
6. INSURANCE. COOPER shall maintain insurance as set forth on the
attached insurance Schedule. Neither party shall have any claim against the other or
the employees, officers, directors, managers, agents, members, or other owners of the
other for any loss, damage, or injury that may occur to the sign, planter, or location and
any improvements thereto which is covered by property insurance and for which
recovery from such insurer is made, notwithstanding the fault of any par[y in causing
the loss.
7. CONTROL PANEL/EQUIPMENT. The control panel and message board
programming equipment for the Sign, owned by COOPER, shall be operated and
programmed as provided in this Agreement by COOPER authorized personnel free of
charge to City. The cost of installation of the control panel and programming equipment
shall be included in the costs described in Paragraph 3.
2
8. USAGE ALLOCATION. The Sign shall be in operation 24 hours dailyduring
its usefull life, except for necessary repairs and maintenance. The Sign message board
shall be utilized by City to (a) publicize events and activities conducted, sponsored, or
endorsed by City or other City affiliated organizations and (b) for such information as
COOPER shall determine appropriate to operate Bricktown Brewery. Dudng each one-
hour pedod of operation, usage of the Sign message board shall be allocated 50% to
COOPER and 50% to City. Each party shall defend, indemnify, and hold the other
party, its employees, officers, directors, managers, agents, and members from and
against any and all third-party claims arising from or in connection with the text or
substance of any message displayed by such party on the message board.
The parties anticipate that other governmental bodies and non-profit civic, social,
and charitable entities may from time to time request a message be displayed on the
sign message board and agree that all such requests shall be directed to City. The
message display time for any such request granted by City will be deducted from the
time allocated to the City.
9. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes
the entire and only agreement between the parties relating to the subject matter hereof
and supersedes and cancels all previous agreements, negotiations, commitments, and
representations in respect thereto and may not be released, discharged, abandoned,
changed, or modified in any manner except by instrument in writing of concurrent or
subsequent date signed by duly authorized officers or representatives of both of the
parties hereto. If any provision of this Agreement shall be determined to be
unenforceable or illegal, it shall be deemed severed from the other provisions that
remain valid and enforceable.
10. NO JOINT VENTURE. Nothing herein contained shall be construed to
place the parties in the relationship of partners or joint venturers or agents, and
COOPER shall have no power to obligate or bind City in any manner whatsoever and
City shall have no power to obligate or bind COOPER in any manner whatsoever
except as provided in this Agreement.
IN WITNESS WHEREOF, the par[ies have executed this Agreement as of the
date first above written.
CITY OF DUBUQUE, IOWA
COOPER ACQUISITIONS, L.L.C.
By: By:
Terrance M. Duggan, Mayor
By:
Jeanne F. Schneider, City Clerk
Scott Neuwoehner, President
By:
Greg Prehm, Vice President
4
STATE OF IOWA )
) SS:
DUBUQUE COUNTY )
On this__ day of ,2002, before me, the undersigned, Notary Public
in and for said State, personally appeared Terrance M. Duggan and Jeanne F.
Schneider to me personally known, who, being duly sworn by me, did say that they are
the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa; 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, as contained in Resolution No. adopted by the City Council
on the __ day of ,2002, and that 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.
Notary Public in and for the State of Iowa.
5
STATE OF IOWA )
) SS:
DUBUQUE COUNTY )
On this 22nd day of July, 2002, before me, the undersigned, a notary public in
and for the above county and state, personally appeared Scott Neuwoehner and Greg
Prehm, to me personally known, who being by me duly sworn, did say that they are the
President and Vice President, respectively, of Cooper Acquisitions, L.L.C.; that no seal
has been procured by the corporation; that this instrument was signed on behalf of the
corporation by authority of its Board of Directors and Scott Neuwoehner and Greg
Prehm, as such officers, acknowledged the execution of this instrument to be the
voluntary act and deed of the corporation by it and by them voluntarily executed.
Notary Public in and for the State of Iowa.
F:\USERS\WBaum\bdcktow~ sign agreement.doc
6
INSURANCE SCHEDULE A
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY
OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE CITY OF DUBUQUE
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 or better in the current
A.M. Best Rating Guide.
All policies of insurance required hereunder shall be endorsed to provide a thirty
(30) day advanced notice to the City of Dubuque of any cancellation of the policy
prior to its expiration date. This endorsement supersedes the standard
cancellation statement on the Certificate of Insurance.
shall furnish Certificates of Insurance to the City of
Dubuque, Iowa for the coverage required in Paragraph 7. Such certificates shall
include copies of the endorsements set forth in Paragraphs 2 and 5 to evidence
inclusion in the policy.
Each Certificate of Insurance shall be submitted to the contracting department of
the City of Dubuque, Iowa prior to commencement of work/service. (The
contracting department shall submit the certificates to the Finance Director.)
All policies of insurance required in Paragraph 7 shall include the City of
Dubuque, Iowa under the attached Additional Insured Endorsement (CG2026)
and the attached Governmental Immunities Endorsement.
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 insurance
required herein shall be considered a matedal breach of this agreement.
shall be required to carry the following
minimum insurance coverages or greater if required by law or other legal
agreement:
COMMERCIAL GENERAL LIABILITY:
General Aggregate Limit
Products-Completed Operation Aggregate Limit
Personal and Advertising Injury Limit
Each Occurrence Limit
Fire Damage Limit (any one occurrence)
Medical Payments
$ 2,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
Commemial general liability shall be written on an occurrence form, not a claims
made form. Coverage to include premises-operation-products-completed
operations, independent contractors coverage, contractual liability, broad form
property damage, and personal injury.
UMBRELLA OR EXCESS LIABILITY: $ *
LIQUOR OR DRAM SHOP LIABILITY:
* To be determined on a case-by-case basis by Finance Director.
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 form time to time.
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.
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 carder.
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.
POLICY NUMBER 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.
Cop.vri_aht. Insurance Services Office. Inc 1994 CG 20
America's River
Port of Dubuque
Bricktown
Restaurant & Brewery
Parking
NOU-19-2002 15:00
Weitz Sign
~ITZ SIGN CO.
Dubeque
TO:
EIRICKTQNN SRENERY
3RD & MRIN ST.
QUOTATIONAND PURCHASE
AGREEMENT
RGREENENT NO: 08117
DATE: 11/18/8~
SALF~ REP: DAN L~NGE
Waltz Sign C~mpany proposes to furnish for the above named eustm~er, hereinafter referre~ to ~ Buyer, the
items described below, subject to the terms and condlt~ns se~ f~th and ~n r~,erse side:
RE: S~ETCH: bpcktwne3
Furnish and install the following:
(1) Footing and pipes
Foaling: 50" wide x 68" deep x 36"
Pipes: (E) 5" sq[tare steel tubing th~u top of the sign
Electrical: Run thru the concrete.
Purchase Price
Sl, 318.00
(1) Time O Marie Message Center
Size: Cabinet = ~1' high x 8' wide x S" deep
Characters: One line o~ 10" Red LED
op Two lines of 5" characters
Matrix: 1~ x
Fibre Optic cable: 90 feet included
Computer: Custnser ~ill use thiep a~n ceeputer
Software: Included
Eiem~rical: R 5 amp service is required (l~Svolt)
Opeeatin§ most based on 18 hours per day 10 ~ent/kiluwatt hour: $.8~/day
5 year ~arranty included
Purchase Price
Shipping
{((({ CONTINUED ON NEXT PABE )))}}
the above work m ~ c~rnp~d in a $~st~ ar~ ~rkmanli~ ma~r, ~ rne sum ~
the batance ~f~
ta ~e ma~e upon =ign~ng
to be paM ulx~n =om~letion,
NOV-19-~B02
W~ITZ BIBN CO.
56J 582 8~4
mawm~e~ (~)
QUOTATION AND PURCHASE
AGREEMENT
AGREEMENT NO: 8S117
DATE: 11/18/0E
SRLES REP: DAN LANG£
P~SE: 2
BRICKTONN BREWERY
3RD & HRZN ST.
P 0 BOX 3838
DUBUQUE~ IA 5~004-303B
Weilz Sign Company proposes to fumislt for the above named customer, hereinafter referred to am Buyer, the
items described below, subject to the terms and conditions set forth and on revere side:
(1) B~ick%ewn sign
Size:
Cabinet:
Retainep:
Finish=
Detail:
Illumination:
4'1" high x 8'
SignCoep Double Faced Body extruded alueinum cabinet
Self Hinged SignCoep 2 1/4" petainer
Sp~ayed black
1/8' ~hite lexan hung in the top retainee
T~anslucent ScotchpPint graphic/ black vinyl
High output fluoposcen~ la.ps
Purchase Price
(i) Po~t nf D~buque sign
Size: 3~9'' high x S' wide
Cabinet: Fabricated fram ~' sqqape tubing and .888 alueinum
Faces: 1/8" v,Site lexan
Detail= TPanslucent Vinyl backgeound
Iiiuminat£en: High output ~luorescent lamps
Purchase Ppi~e
Total Purchase Price $17,098.~ (plus tax/permit)
Peiear~ electrical service and running the data cable are NOT included.
Brickwo~k shown on the sketch is not included
, payment
~o ~e n~ upon signing thi~ pm~x~al
TOTAL P.02
Proposal
SubmWed To:
Worl~T~Be F~erformed At:
Note-This proposal may be withdrawn by us if net accepted within 90 days.
prices, specifications and conditions ~re satisfactory a:~d are hereby accepted. You are authorized to dc th~
spesifiecL Paymen~ will b~ made ~s outlined above.
Date Signature
Carl Heisler * 15582 Humke Rd. * Dubuque, IA S2002
(563) S83-9428 · Fax (563) S88-4233~