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Transfer of Bike Trail at 12th Street from Interstate Power & Light Co. to City of Dubuque Copyrighted May 7, 2018 City of Dubuque Consent Items # 22. ITEM TITLE: Transferof Bike Trail at 12th Streetfrom Interstate Power& Light to the City of Dubuque SUMMARY: City Manager recommending approval of the second amendment to the original Revocable Property License Agreement that would transfer these bike trail segments to the City of Dubuque. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type Transfer of 12th St Bike Trail to Interstate Power-NNM City Manager Memo Memo Staff Memo Staff Memo Second Amendment IPL Supporting Documentation THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Transfer of Bike Trail at 12�h Street from Interstate Power & Light to City of Dubuque DATE: May 3, 2018 In 2016 AY McDonald, Interstate Power & Light and City entered into a Revocable Property License for the purpose of developing the 12th street solar garden. As part of that project, and in discussion with the City, IPL built walking/biking trails along the south and west legs of the solar garden. The intent was that these segments would link to north and east legs when built by the City in 2019, creating a seamless bike trail extension for the City system. Recently the question of care and maintenance of these segments was raised. As a result, IPL has proposed transferring these segments to the City at no cost, with the City then maintaining as it would the remainder of its bike trail system. The segments would be a valuable extension to the City bike trail system and create immediate access to the 12th Street Solar Garden and Educational Facility, as well as provide a planned point of future connection for the trail system to the Internodal Transportation Facility and Historic Millwork District. Project Manager Steve Brown is recommending approval of the second amendment to the original Revocable Property License Agreement that would transfer these bike trail segments to the City of Dubuque. The transfer would occur at no cost to the City and with an effective date of May 1 , 2018. I concur with the recommendation and respectfully request Mayor and City Council approval. �� Mic ael C. Van Milligen �� MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Barry Lindahl, Senior Counsel Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Gus Psihoyos, City Engineer Marie Ware, Leisure Services Manager Steve Brown, Project Manager Jane Smith, EAII Engineering Rick Dickinson, Greater Dubuque Development Corp President & CEO David Lyons, Sustainable Innovation Consultant 2 THE CITY OF vU�7Ul�UE' e�' � DT T� T AN-AmericaCity � .� , , Mastcrpiece on tlle Mississippi • _�,,,-.:�,,:.:��,,,:;,,- TO: Michael C. Van Milligen, City Manager FROM: Steve Sampson Brown, Project Manager SUBJECT: Transfer of Bike Trail at 12t" Street from Interstate Power & Light to City of Dubuque DATE: April 30, 2018 INTRODUCTION In 2016 AY McDonald, Interstate Power & Light and City entered into a Revocable Property License for the purpose of developing the 12t" street solar garden. As part of that project, and in discussion with the City, IPL built walking/biking trails along the south and west legs of the solar garden. The intent was that these segments would link to north and east legs when built by the City in 2019, creating a seamless bike trail extension for the City system. DISCUSSION Recently the question of care and maintenance of these segments was raised. As a result, IPL has proposed transferring these segments to the City at no cost, with the City then maintaining as it would the remainder of its bike trail system. The segments would be a valuable extension to the City bike trail system and create immediate access to the 12t" Street Solar Garden and Educational Facility, as well as provide a planned point of future connection for the trail system to the Internodal Transportation Facility and Historic Millwork District. Attached is a proposed second amendment to the original Revocable Property License Agreement that would transfer these bike trail segments to the City of Dubuque. The transfer would occur at no cost to the City and with an effective date of May 1, 2018. ACTION REQUESTED I respectfully request your approval of the Second Amendment to Revocable Property License Agreement Between the City of Dubuque, A.Y. McDonald MFG. Co., and Interstate Power and Light Company. CC: Barry Lindahl, Senior Counsel Crenna Brumwell, City Attorney Jane Smith, EAII Engineering David Lyons, GDDC RY, /e) SECOND AMENDMENT TO REVOCABLE PROPERTY LICENSE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA, A.Y. MCDONALD MFG. CO., AND INTERSTATE POWER AND LIGHT COMPANY This Second Amendment (this "Amendment"), dated for reference purposes the day of , 2018, is entered into by and among the City of ubuque, Iowa (the y'), A.Y. McDonald Mfg. Co. ("A.Y. McDonald"), and Interstate Power and Light Company (the `IPL'). The City, A.Y. McDonald and IPL are individually referred to as the "Party" and collectively referred to as the `Parties"). Whereas, the Parties entered into the Revocable Property License Agreement, dated the 13th day of June, 2016 (the "Original License Agreement"), under which the City granted a revocable license to A.Y. McDonald (the "License") for use and development of certain property owned by the City, as further described in the Original License Agreement (the "Property") for the purpose of developing a solar facility (the `Project"), which License was assigned under the terms of the Original License Agreement from A.Y. McDonald to IPL (the developer and owner of the Project); and Whereas, the Parties entered into an Amendment to the Original License Agreement, dated for reference purposes the 12th day of February, 2018 (the "First Amendment"; together with the Original License Agreement, the "Agreement"), to allow for the development of the Project on the Property; and Whereas, the Parties now desire to further amend the Agreement to clarify certain matters pertaining to the construction of walking trails on the Property indicated in the attached Exhibit A (the "Trails"), which were completed by IPL on behalf of the City, and the ownership, operation and maintenance of the Trails, which will be the sole and exclusive responsibility of the City. Now, therefore, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows: 1. Terms. Capitalized terms used in this Amendment and not defined herein shall have the meaning assigned to them in the Agreement. 2. Amendments. The Agreement is hereby amended as follows: (a) The following sentence is added as a new final sentence to Section 5 of the Agreement: 030618bal Notwithstanding the foregoing, the Parties agree and acknowledge that effective as of May 1, 2018 (the "Transfer Date), the Trails are the sole and exclusive property of the City. Effective as of the Transfer Date, the City will be responsible for the operation and maintenance of the Trails and surrounding areas at its sole expense, including, but not limited to any and all upkeep and repair work related to the Trails. Further, the City acknowledges and agrees the License granted under the Agreement applies retroactively to the area of the Property on which the Trails were constructed and IPL's construction of the Trails is in compliance with the terms of the Agreement and authorized under the City's applicable laws, ordinances, rules and regulations pertaining to the construction and development of the Trails. (b) The following sentence is added as a new final sentence to Section 7 of the Agreement: The City agrees to defend, indemnify and hold harmless IPL, its affiliates, and each of their respective officers, agents and employees (the "Indemnified Parties"), from any and all damages or claims whatsoever directly resulting from any use of the Trails by the City, its employees, agents, or contractors, or third parties, except to the extent such damages are the direct result of any Indemnified Party's negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non -appealable judgment. The City agrees to reimburse IPL for any and all damage to the Project resulting from the use of the Trails by the City, its affiliates, employees, agents, or contractors, or third parties, except to the extent such damage is the direct result of any Indemnified Party's negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non - appealable judgment. 3. Miscellaneous. All provisions of the Agreement, except as modified herein, shall remain in full force and effect. In the event of any conflict between a provision in this Amendment and a provision in the Agreement, this Amendment shall control. This Amendment may be executed in one or more counterparts, each of which when executed by the requisite parties shall be deemed to be a complete original Amendment. An electronic (PDF) or facsimile copy of the executed Amendment or counterpart shall have the same legal force and effect as, an original document. [Signature page to follow] 2 In Witness whereof each Party has caused its duly authorized officer to execute this Amendment as of the date provided in the introductory paragraph and in manner and form sufficient to bind the Parties. CITY OF DUBUQUE, IOWA AY MCDONALD MFG. CO. By: Michael C. Van Milligen City Manager Attest: Keviy(S. Firnstahl, City Clerk By: John K. Schmidt Senior Vice President — Corporate Secretary INTERSTATE POWER & LIGHT COMPANY By: Terry Koube Vice President Operations - Iowa Alliant Energy Corporation FAUsers\tstecklelLindahl\Agreements\ InterstatePowerRevocablePropertyLicenseAg reement_2ndAmendment_12thstreet_030618.docx 3 EXHIBIT A 4 . - - , �-� _ _, � � ,' L��.i - `--< < � _ . ..a. ��-`� ^-� `�' •� i��' _ � �� -i�- �� i , . 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