Viking River Cruises Riverfront Docking Agreement_Initiate Copyrighted
February 4, 2020
City of Dubuque Items to be set for Public Hearing # 3.
ITEM TITLE: Viking RiverCruises RiverfrontDockingAgreement
SUMMARY: City Manager recommending that the City Council set a
public hearing for February 17, 2020, on the proposed 20-
year Viking River Cruises Riverfront Docking Agreement
and the associated expansion of the Port of Dubuque
Riverfront Docking facilities.
RESOLUTION Setting date of public hearing on the
Viking USA, LLC - Riverfront Docking Agreement
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s), Set Public Hearing for February 17, 2020
ATTACHMENTS:
Description Type
Viking Riverfront Docking Agreement-MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
LOI Dubuque Docking Agreement Supporting Documentation
Dubuque
THE CITY OF �
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Viking USA, LLC - Riverfront Docking Agreement
Port of Dubuque Riverfront Dockage Expansion
Set Date for Public Hearing
DATE: January 29, 2020
Assistant City Engineer Bob Schiesl requests the City Council set a public hearing for
February 17, 2020, on the proposed 20-year Viking River Cruises Riverfront Docking
Agreement and the associated expansion of the Port of Dubuque Riverfront Docking
facilities.
Viking representatives requested that the City consider partnering with the Company in
establishing a commitment for the Port of Dubuque to become a destination port on the
Mississippi River cruise itinerary by building a docking facility.
City Attorney Crenna Brumwell and City staff have negotiated a Docking Agreement
with Viking which would allow Viking to retain exclusive docking rights and dedicated
use of the landing facility when the cruise vessel is moored at the Port of Dubuque. In
return for said exclusive docking rights, Viking has agreed to participate in the cost to
design and construct an expanded docking facility along the Port of Dubuque riverfront.
Additionally, Viking has agreed to participate in the cost for the annual operations and
maintenance expenses of the docking facility.
Viking will pay 50% of the $1,780,000 estimated costs of the project, with the City
portion funded through Greater powntown Tax Increment Financing debt.
The parties shall share equally in the annual costs associated with maintaining the
Dock, including but not limited to, seasonal removal of the Dock from the river channel,
winter storage costs, seasonal reinstallation, insurance costs, and City utilities provided
to the Dock.
Viking and the City agree that the Dock will need to be removed and stored during the
winter months and reinstalled in the Spring. The annual cost of such removal, storage,
and reinstallation is estimated to be $30,000.00, which will be shared equally by Viking
and the City.
Viking acknowledges other parties will use the Dock on dates Viking does not have
vessels in Dubuque and the design of the Dock may accommodate use by other
vessels. In the event a dock with a maximum capacity of one vessel is constructed and
other vessels desire to use the Dock, the City shall negotiate or establish a $1 .00 per
passenger Maintenance Fee which will be used to reduce the maintenance costs for
City and Viking equally.
City reserves the right to expand the Dock for use by other vessels.
Viking shall have priority use of the Dock and in exchange Viking shall pay to the City a
$1 .00 docking fee for each passenger actually on board each Viking vessel docking at
the Dock. The docking fee will be adjusted on July 1 st each year based on the
Consumer Price Index (CPI). This docking fee will go to the City general fund for any
use determined by the City. This fee could reach as much as $38,600 in Fiscal Year
2027.
With the proposed launch of cruise operations on the Mississippi River in June 2022,
Viking is planning to build and deploy one boat initially, with the anticipation of adding
an additional one boat per year, for a total of six-eight vessels, at an estimated cost of
$90 million to $100 million per vessel. Cruises will take passengers on a journey along
the Mississippi River from New Orleans to St. Paul. The specialty-built riverboats will
have a full complement of luxury amenities and host up to 386 passengers. Viking's
cruises are renowned for their local destination port oriented educational and
entertainment programs. Viking will begin taking bookings for the 2022 cruises later this
year.
It is forecasted that excursion boat traffic on the Mississippi River will increase and a
new docking facility will create an opportunity for significant tourism growth in Dubuque.
Increased tourism will create employment in retail, dining, ground transportation, and
excursions to local attractions, while other tourism-related sectors will benefit as a
result.
Viking has provided cruise dates for 2022 and 2023. The Port of Dubuque has 14 dates
in 2022 and 16 dates in 2023 scheduled between July - October, with 386 passengers
on each cruise, for a total of 11 ,580 passengers. Viking has ordered one ship with the
anticipation of a total of six - eight ships, based on market demand.
With a projected future six boats traveling the upper Mississippi, Viking would have a
boat docked in Dubuque six days a week for four months, which is approximately 100
days docked in Dubuque x 386 passengers = 38,600 passengers. Travel Dubuque
advises that the average daily expenditure of passengers from boats that currently dock
in Dubuque is estimated at $122 per day, or $4,709,200 with 38,600 passengers, but
they have heard estimates as high as $500 per day, or $19,300,000 for Viking Cruise
passengers. All passengers would be provided a ticket to the National Mississippi River
Museum and Aquarium as well as offer many optional shore excursions for passengers
to explore the Dubuque area.
2
I concur with the recommendation and respectfully request Mayor and City Council
approval.
1 f f�,�i���� ��
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Gus Psihoyos, City Engineer
Robert Schiesl, Assistant City Engineer
3
Dubuque
THE CITY OF �
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Maste iece on the Mississi i z°°'*2°12�z°13
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TO: Michael C. Van Milligen, City Manager
Gus Psihoyos, City Engineer
FROM: Robert Schiesl, Assistant City Engineer
SUBJECT: Viking USA, LLC — Riverfront Docking Agreement
Port of Dubuque Riverfront Dockage Expansion
Set Date for Public Hearing
DATE: January 29, 2020
INTRODUCTION
The purpose of this memorandum is to provide the City Council with information related to
the proposed Viking River Cruises (Viking USA, LLC) Riverfront Docking Agreement and
the associated expansion of the Port of Dubuque Riverfront Docking facilities and request
concurrence to establish the date for the public hearing.
BACKGROUND
Viking River Cruises (Viking) was founded in 1997 with the purchase of four ships and the
launch of river cruise operations in Russia. Since that time, the company has grown to
become the world's leading river cruise line, owning the largest share of the market and
operating the largest fleet of cruise vessels along rivers across the globe.
Over the course of the past year, City staff members have been actively meeting with
representatives from Viking to discuss the company's plans to begin operating river cruises
on the Mississippi River. Viking River Cruises expressed a strong interest in including
Dubuque as a destination port on their river cruise itinerary.
With the proposed launch of cruise operations on the Mississippi River in June 2022,
Viking is planning to build and deploy one (1) boat initially, with the anticipation of adding
an additional one (1) boat per year, for a total of 6-8 vessels, at an estimated cost of $90
million to $100 million per vessel, all of which will be built in U.S. shipyards and crewed by
U.S. citizens. Cruises will take passengers on a journey along the Mississippi River from
New Orleans to St. Paul. The specialty-built riverboats will have a full complement of
luxury amenities and host up to 386 passengers. Viking's cruises are renowned for their
local destination port oriented educational and entertainment programs.
DISCUSSION
Viking representatives requested that the City consider partnering with the Company in
establishing a commitment for the Port of Dubuque to become a destination port on the
Mississippi River cruise itinerary.
As part of the commitment, the city in a cooperative partnership with Viking have
developed a proposed Docking Agreement which would allow Viking to retain exclusive
docking rights and dedicated use of the landing facility when the cruise vessel is moored at
Port. In return for said exclusive docking rights, Viking has agreed to participate in the cost
to design and construct an expanded docking facility along the Port of Dubuque riverfront.
Additionally, Viking has agreed to participate in the cost for the annual operations and
maintenance expenses of the docking facility. Figure 1 below shows the proposed location
for the expanded docking.
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Figure 1
RIVERFRONT DOCK EXPANSION
Based on the forecasted increase in excursion boat traffic on the Mississippi River, the City
wishes to expand the existing riverfront docking facility to accommodate large excursion
boats in the Port of Dubuque. The expanded docking facility will accommodate excursion
boats 400 feet in length or greater.
The proposed project is to expand the existing riverfront docking facility to accommodate
large excursion boats in the Port of Dubuque. The City's proposed infrastructure plan is to
construct a new pier wall landing platForm near the bottom of Riverwalk Stair No. 2. A
portion of Stair No. 2 will be reconstructed to connect to the new landing platForm. The new
landing platForm will be connected to the Riverwalk by an ADA compliant ramped walkway.
The excursion boats will moor against new pipe pile clusters and will access land from
floating platForm docks which will connect to the pier wall landing platForm via ADA
compliant gangway. Figure 2 below shows the conceptual rendering of the proposed
expanded docking facility.
The proposed Docking Agreement allows for the collaboration with Viking during both
design and construction to ensure that the docking facility provides for and accommodates
the needs of both the City and Viking.
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Figure 2
TOURISM AND ECONOMIC IMPACTS
It is forecasted that excursion boat traffic on the Mississippi River will increase and a new
docking facility will create an opportunity for significant tourism growth in Dubuque.
Increased tourism will create employment in retail, dining, ground transportation, and
excursions to local attractions, while other tourism-related sectors will benefit as a result.
With the anticipated launch of operations on the Mississippi River in June 2022, Viking has
provided cruise dates for 2022 and 2023 . The Port of Dubuque has 14 dates in 2022 and
16 dates in 2023 scheduled between July - October, with 386 passengers on each cruise,
for a total of 11,580 passengers. Viking has ordered one ship with the anticipation of a total
of 6 - 8 ships, based on market demand. Based on an average of 16 dates per year,
Dubuque can anticipate an additional 6,176 passengers for each ship added to the fleet.
With a projected future 6 boats traveling the upper Mississippi, Viking would have a boat
docked in Dubuque 6 days a week for 4 months which is approximately 100 days docked
in Dubuque x 386 passengers = 38,600 passengers. Travel Dubuque advises that the
average daily expenditure of passengers from boats that currently dock in Dubuque is
estimated at $122 per day, or $4,709,200 with 38,600 passengers, but they have heard
estimates as high as $500 per day, or $19,300,000 for Viking Cruise passengers. All
passengers would be provided a ticket to the National Mississippi River Museum and
Aquarium as well as offer many optional shore excursions for passengers to explore the
Dubuque area.
RECOMMENDATION
I recommend City Council set February 17t", 2020, as the date for a public hearing on the
Viking USA, LLC Riverfront Docking Agreement.
BUDGETIMPACT
The estimate of probable cost for the Port of Dubuque Riverfront Dock Expansion is as
follows:
Description Estimate
Construction Cost $ 1 ,480,000
Engineering Design, Construction Admin, Inspection 220,000
Planning Level Contingency 80,000
Total Project Cost $ 1,780,000
The anticipated project funding is summarized as follows:
CIP Fundinq Source Amount
City Funding - Greater powntown TIF $ 890,000
360 0000
Private Participation - Viking USA, LLC. 890,000
Total Project Funding $ 1,780,000
ACTION TO BE TAKEN
The City Council is requested to set the date for a public hearing on the Viking USA, LLC
Riverfront Docking Agreement through adoption of the enclosed resolution.
cc: Jenny Larson, Director of Finance and Budget
Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
John Klostermann, Public Works Director
F:\PROJECTS\Port of Dubuque-VIKING\Docking Agreement
Prepared by Bob Schiesl, Asst. City Engineer, 50 W. 13th St., Dubuque, IA 52001, 563-589-4276
Return to Kevin Firnstahl, City Clerk, 50 W. 13th St., Dubuque, IA 52001, 563-589-4100
RESOLUTION NO. 41-20
VIKING USA, LLC RIVERFRONT DOCKING AGREEMENT
PORT OF DUBUQUE RIVERFRONT DOCKAGE EXPANSION
SETTING DATE OF PUBLIC HEARING ON THE VIKING USA, LLC - RIVERFRONT
DOCKING AGREEMENT
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA THAT:
Section 1. The proposed Riverfront Docking Agreement with Viking River Cruises
(Viking USA, LLC) are hereby ordered filed in the office of the City Clerk for public review
and comment.
Section 2. A public hearing will be held on the 17th day of February 2020, at 6:00 p.m.
in the Historic Federal Building Council Chambers (second floor), 350 West 6th Street,
Dubuque, Iowa, at which time interested persons may appear and be heard for or against
the proposed Riverfront Docking Agreement with Viking USA, LLC, and the City Clerk be
and is hereby directed to cause the attached notice of the time and place of such hearing
to be published in a newspaper having general circulation' in the City of Dubuque, Iowa,
which notice shall be published not less than four days nor more than twenty days prior
to the date of such hearing. At the. hearing, any interested person may appear file
the. hearing, e any interested vu person e may ei.n appear and file
approval of or objections to the proposed Riverfront Docking Agreement with Viking USA,
LLC.
Passed, approved and adopted this 4th day of February 2020.
Attest:
Kevin
Firnstahl, `CMC, City Clerk
Roy D. Buol, Mayor
NOTICE OF PUBLIC HEARING ON THE VIKING USA, LLC— RIVERFRONT DOCKING
AGREEMENT
NOTICE IS HEREBY GIVEN: The City Council of the City of Dubuque, lowa will
hold a public hearing on the proposed Riverfront Docking Agreement with Viking USA,
LLC, in accordance with the provisions of Chapter 26, Code of lowa, at 6:00 p.m., on the
17�h day of February, 2020, in the Historic Federal Building Council Chambers (second
floor), 350 West 6�h Street, Dubuque, lowa. Said proposed Riverfront Docking Agreement
with Viking USA, LLC is now on file in the office of the City Clerk. At said hearing any
interested person may appear and file objections thereto.
Any visual or hearing-impaired persons needing special assistance or personswith
special accessibility needs should contact the City Clerk's office at (563) 589-4120 or
TDD at (563) 690-6678 at least 48 hours prior to the meeting.
Published by order of the City Council given on the 7�h day of February 2020.
Kevin S. Firnstahl, CMC, City Clerk
DOCKING AGREEMENT
January� 2020
Viking USA, LLC, (together with its wholly owned affiliates, "Viking") desires to dock its
passenger vessels at the City of Dubuque Mississippi River pock (the "Dock") which will
be located as shown on Exhibit A, or at another location mutually agreeable to Viking
and the City. The Dock is owned by the City of Dubuque ("City"). City and Viking have
agreed to enter into an Agreement outlining the parties' rights and responsibilities
relating to the use and maintenance of the Dock. This Agreement outlines the material
terms as set forth below:
1. Dock Construction.
a. The parties agree to share in the cost of dock design, engineering,
construction, and inspection. Dock construction will include a floating dock and
ramp apparatus necessary to connect the Dock to the land, including all bollards,
ramps, piers, pilings and other improvements necessary for Viking's intended use.
All land that is to be connected to the Dock is also owned by the City and no other
permissions, easements or agreements are necessary for the City to grant Viking
rights to use the Dock, load or unload passengers, and access a public right of
way. City has the exclusive right to determine the location, design, and manner of
construction of all improvements related to dock construction, but shall present its
plans to Viking, and the parties agree to work diligently and cooperatively to
address any of Viking's concerns regarding the location of all material
improvements. The City will enter into all engineering contracts, plans, permits and
construction documents in its own name, and Viking shall not be a party to any
contracts related to the construction and maintenance of the Dock.
b. Viking must provide twenty-four (24) months advance notice, in writing, to
City of the beginning of construction of the vessels which will use the Dock to
ensure City can complete construction of the Dock prior to arrival of the first Viking
vessel in Dubuque. City estimates an eighteen (18) month time frame for
construction of the Dock.
c. In exchange for the grant of the license described below, Viking agrees to
contribute to the costs of constructing the Dock, including the design, engineering,
construction and inspection of the Dock.
• Design and Engineerinq. The City shall select and contract with an
engineering consultant to design the Dock and Viking shall provide the City
with its technical requirements prior to such consultant commencing its
services. Within thirty (30) days of the City's initiation of design and
engineering services, Viking shall deliver one-half of the updated and
probable cost of design and engineering the Dock to City, which is$110,000
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based on the $220,000 estimated design and engineering costs. The City
shall present draft plans and specifications for the Dock to Viking, and
Viking shall have the right to have such plans and specifications reviewed
and approved by Viking's engineer (to the extent that Viking selects a
different engineer than the City). Viking and the City shall work diligently to
agree upon final plans and specifications for the Dock; provided however,
that if the parties are not able to reach a final agreement on the plans and
specifications, Viking may terminate this Agreement and have no further
obligations hereunder. The final approved plans and specifications shall
include the engineer's probable estimate of construction costs, which shall
be based on the final approved plans and specifications.
• Construction, Inspection. and Continqencv. The current estimated cost of
constructing the Dock is $1,780,000. Viking and City shall each contribute
fifty-percent (50%) (estimated to be $890,000 per party) towards the cost
of construction, inspection, and contingency amount of the Dock. The
parties agree to work together in good faith to ensure that the construction
contract remains within ten percent (10%) of the probable estimate
presented by the engineer. In the event that the lowest responsive
responsible construction bid received by the City is more than ten percent
(10%) higher than the probable estimate set forth by the engineer, either
party may, by written notice to the other, prior to the execution of the
construction contract, terminate this agreement. Upon approval of the
plans and specifications of the Dock and the final construction schedule
and budget, including all sources and uses, Viking and the City shall
establish construction milestones for the payment of costs by Viking. Viking
shall deposit half of each draw request submitted by the contractor into a
designated construction account on or before the date each milestone is
reached to allow the City to draw from such account to pay for the
construction of the Dock. Viking shall have the right to inspect the progress
of construction prior to disbursement of funds to ensure compliance with
the agreed upon plans and specifications. All change orders that increase
the scope of work or increase the construction costs shall be approved by
both the City and Viking, provided however that the City may approve any
change orders it elects to pay for without contribution from Viking. Upon
final completion the City shall deliver a certification of actual cost to Viking.
Viking shall not be obligated to pay for changes caused by the City unless
Viking approved such costs in advance.
• In the event the City obtains any other source of funding other than
traditional bonding or financing, including contributions from other cruise
operators, for dock construction, such amounts shall be deducted from the
total construction amount and shall serve to reduce the obligation of Viking
and City hereunder equally.
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2. Governmental Aaprovals. Viking and City shall work together in good faith to obtain
all necessary federal, state and local governmental approvals, including approval and
permits required from the United States Army Corps of Engineers.
3. Dock Maintenance. Damage, and Realacement.
a. Maintenance Costs for the Dock include, but are not limited to, seasonal
removal and storage of the dock, seasonal reinstallation of the Dock, insurance
costs, and City utilities provided to the Dock.
b. The parties shall share in the Maintenance Costs associated with
maintaining the Dock, including but not limited to, seasonal removal of the Dock
from the river channel, winter storage costs, seasonal reinstallation, insurance
costs, and City utilities provided to the Dock.
c. Single Dock Maintenance.
• Viking and City shall each pay fifty-percent (50°Io) of the Maintenance Costs
annually as set forth below.
• In the event a dock with a maximum capacity of one vessel is constructed
and other vessels desire to use the Dock, the City shall negotiate or
establish a $1.00 per passenger Maintenance Fee which will be used to
reduce the maintenance costs for City and Viking equally.
• Any Maintenance Fees received per this Section will increase at three
percent (3°/a) per year ("Maintenance Fee"). All Maintenance Fees shall be
deposited into a City escrow account established for the repair and
maintenance of the Dock.
• Annually, or as more frequently as may be required, the City and Viking
shall review necessary and desirable repairs and maintenance of the Dock,
and upon approval of the costs of agreed upon repairs, the City shall have
the right to withdraw funds from the escrow account as needed to pay for
such costs. The City shall provide an accounting of the withdraws from the
escrow account, along with a description of any repairs made, to Viking
annually. The City shall not commence any repairs without first informing
Viking. The City shall be responsible for obtaining any and all permits and
licenses necessary for such repairs.
• If approved repairs and maintenance costs exceed the amount held in the
escrow account at any time, Viking shall cover any overages, but shall be
entitled to reimbursement from the escrow account when such funds
become available. Additionally, if repairs, and maintenance costs exceed
the amount held in the escrow account at any time, the City shall not have
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the right to commence such repairs unless Viking approves the same, which
approval Viking may not reasonably withhold. Viking shall have no right to
create any liens upon the Land in connection with any repairs.
Notwithstanding anything to the contrary, Viking shall have no obligation to
pay the costs of any repairs or maintenance, nor any other costs required
by this Section, prior to the commencement of the Term, except for the
design, engineering, and construction obligations contained in Section 1.
• At the end of the Term, by expiration or termination as set forth in this
Agreement, all Maintenance Fees shall become the property of the City.
d. The useful life of the Dock is estimated at 20 years. With twenty-four (24)
months remaining in this Agreement, provided Viking has exercised its right to
extend the Term, the parties will open discussions to plan for replacement of the
Dock. The provisions contained in Section 1 and 3 above shall apply to the design
and construction of a replacement dock along with the maintenance and repair of
a replacement dock.
4. Maintenance Dredqinq. The City shall use its best efforts to determine a location
and design for the Dock to provide sufficient depth for Viking's vessels to dock in most
circumstances, including a low river stage. In the event that Viking is unable to use the
Dock due to insufficient depth for ten percent (10%) of its scheduled dates in Dubuque,
not less than three (3) times in a calendar year, Viking may elect to terminate this
Agreement or notify the City that the Dock must be redesigned, reconfigured, modified,
or moved to accommodate Viking's vessels. If a redesign, reconfiguration, modification,
or move of the Dock to eliminate the need for dredging is impossible, and dredging
becomes necessary to maintain appropriate water depths to ensure continued access for
Viking vessels to the Dock, the City shall provide an estimate of the dredging costs,
including the relocation, placement and/or disposal of dredged materials. The parties will
meet for a discussion of the options and costs associated with each option. The City
retains sole discretion to decide after consultation with Viking. Such costs shall be paid
in accordance with Section 3 above, provided, however, that if other vessels are also
unable to use the Dock without dredging, the owners or operators of such vessels shall
contribute to the costs of such work in equal proportions,which will reduce the contribution
of both Viking and City.
5. Winterization and Storaae. Viking and the City agree that the Dock will need to be
removed and stored during the winter months and reinstalled in the Spring. The annual
cost of such removal, storage, and reinstallation is estimated to be thirty thousand dollars
($30,000.00). If the Maintenance Fees are not projected to cover the cost of seasonal
removal, storage, reinstallation, and the repair and maintenance costs, Viking and the
City shall determine whether an additional charge to cover these costs is necessary.
Viking and the City agree to investigate the most efficient and innovative means available
for winterization to reduce the unavailability of the Dock.
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6. Viking Use of Dock. Viking will use the Dock and the adjacent land to embark and
disembark passengers, to access the Riverwalk, to receive supplies and to off-load trash
for proper shore side disposal, to perform short term maintenance work of a minor nature,
and other such activities that are consistent with the operation of an up-scale overnight
excursion vessel. For purposes of "short term maintenance work," short term means less
than three (3) days.
7. Grant of Access. City hereby grants to Viking a license and right of access to the
Dock for the purposes described in Section 6 above. Viking shall have the right to access
the Dock with an all-terrain vehicle (AN), side-by-side, or utility task vehicle (UTV) as
necessary to service the vessel. In no event shall the weight of the ATV, side-by-side, or
UTV exceed 2,000 pounds. Use of an ATV, side-by-side, or UTV shall be limited to use
on the hard surface of the Riverwalk. No licensed or registered vehicles shall operate on
the Riverwalk or pock. In the event the Dock or Riverwalk are damaged during service
of a Viking vessel, Viking shall reimburse the City for the costs associated with repair or
replacement resulting from the damage.
8. Dockinq Dates. Viking shall provide City notice of docking dates twelve (12)
months in advance. After taking into account Viking's elected dates, but no sooner than
three hundred and sixty four(364) days in advance,the City may make the Dock available
to other users. In the event Viking's docking dates change, Viking must notify City in
writing of such changed dates thirty (30) days in advance of the vessel's arrival. If such
thirty (30) day notice cannot be provided, Viking must notify City of changed Docking
Dates as soon as possible. If Viking provides notice that it is unable to dock on a given
date, the City shall notify Viking of any other available dates and Viking shall have first
priority docking rights for such dates.
9. Prioritv Use. Dockinq Fee, and AcknowledQment of Other Use.
a. Viking shall have priority use of the Dock and in exchange Viking shall pay
to the City a $1.00 docking fee for each passenger actually on board each Viking
vessel docking at the Dock. The docking fee will be adjusted on July 1 S'each year
based on the Consumer Price Index (CPI).
b. Viking acknowledges other parties will use the Dock on dates Viking does not
have vessels in Dubuque and the design of the Dock may accommodate use by
other vessels. All other cruise vessels shall be charged a Maintenance Fee per
Section 3 plus a per passenger docking fee, so that Viking is at no time charged a
higher docking fee than any other cruise vessel utilizing the Dock. These docking
fees will also be adjusted on July 1 S'each year based on the Consumer Price Index
(CPI).
c. City agrees that prior to allowing other vessels to use the Dock, it will enter
into a written agreement with such user setting out the terms of use, any agreed
upon fee structure, adequate insurance requirements, and other policies and
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procedures that will ensure that the Dock is used and maintained in a safe, neat,
and reasonable manner.
10. Other Vessels. City reserves the right to expand the Dock for use by other vessels.
Any additional improvements that may affect Viking's use of the Dock pursuant to this
Agreement shall be provided for Viking's review and comment. Improvements shall not
in any way limit or restrict Viking's access to the Dock or require that Viking allow other
vessel's passengers onto or across Viking's vessels or require Viking passengers to cross
over or onto another vessel.
11. Term. This Agreement shall become effective upon the Effective Date as defined
in the Time Charter Party between River 1, LLC and Viking USA LLC. Viking shall
provide notice to the City by email promptly following the occurrence of the Effective
Date. The initial term of this Agreement and the licenses granted hereunder shall
commence on the date that Viking docks its first vessel at the Dock ("Commencement
Date") and shall continue until twenty (20) years from such date unless terminated early
pursuant to the terms herein ("Termination Date"). The Agreement may be extended for
two (2) additional ten (10) year terms if mutually agreed upon by the parties. Prior to the
Commencement Date Viking shall have no costs, liabilities or other obligations
hereunder other than as expressly stated herein.
12. Safety and Notifications. Viking shall be responsible for ensuring that its
employees, contractors and invitees comply with applicable laws and obey any written
safety rules provided by City. Viking shall not intentionally interfere with other operations
orcreate any danger or safety hazard at the Dock or the Riverwalk. Viking shall notify City
if it believes there are any safety or suitability problems, and in such an event the parties
agree to fully cooperate and resolve the same to their mutual satisfaction. Formal Notices
shall be addressed to the Contact defined above for each of the parties and may be given
by e-mail, facsimile, or by mail. Notices will be deemed to have been received upon the
production of a relevant receipt document.
13. Comaliance with Laws. The parties must comply with all applicable laws,
ordinances, and codes of the Federal Government, the State of lowa, and the City of
Dubuque.
14. Nondiscrimination. Viking shall not discriminate against any employee or
applicant for employment because of race, religion, color, sex, sexual orientation, gender
identity, national origin, age or disability.
15. Liabilitv and Indemnitv. Each party agrees to be responsible for, and indemnify
and hold harmless the other of and from (including legal fees and costs), any loss,
damage, expense, claim, liability, suit, fine and/or penalty applicable to (i) such party's
employees, contractors, invitees and guests, and (ii) the owned, leased or chartered
vessels, equipment or other personal property of such party and/or its employees,
contractors, invitees and guests, howsoever caused and regardless of fault, which in any
6 �4828-5471-1474v1 �
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way arises out of or relates to the Dock or Viking's access thereto and/or use thereof.
For purposes hereof, any passenger of Viking shall be deemed Viking's invitee/guest but
only while aboard Viking's vessel, and/or while embarking or disembarking Viking's
vessel on Viking-provided equipment. With respect to all other matters, each party
agrees to be responsible for, and indemnify and hold harmless the other of and from
(including legal fees and costs), all loss, damage, expense, claim, liability and/or suit to
the extent caused by its negligence or other legal fault.
16. Insurance.
a. Viking shall maintain during the Term of this Agreement insurance as
provided in the attached Exhibit B, Insurance Schedule. City shall maintain during
the Term of this Agreement its membership in the lowa Communities Assurance
Pool or obtain general liability insurance with equivalent coverage.
b. The parties shall exchange insurance certificates evidencing all the
foregoing insurances and conditions upon execution of this Agreement and from
time to time thereafter, as may be requested. Should a party fail to maintain (or
cause to be maintained) an insurance as required, if an insurance fails for any
reason (including without limitation due to breach of condition or warranty), and/or
if an insurer refuses and/or is unable to pay, the party required to maintain such
insurance above shall be deemed a self-insurer thereof, accept and pay all claims
which would have otherwise been submitted, and indemnify and hold harmless the
other of and from (including legal fees and costs) any loss, damage, expense,
claim, liability, suit, fine and/or penalty resulting from such failure.
17. Refuse and Garbaae Removal. Viking shall not store any refuse or garbage at the
Dock or Riverwalk for any length of time and shall pian for the prompt removal of refuse
and garbage from the Dock or Riverwalk. Viking agrees to contract for trash and refuse
removal directly from its vessels to an offsite location, and not to store trash or refuse in
any containers on the City's property. If Viking fails to promptly remove refuse and
garbage from the Dock, City reserves the right to prohibit removal of refuse and garbage
upon Viking's docking at the Dock.
18. Citv Water. Viking shall have access to City water. Any water usage at the Dock
will be separately metered and usage on the days on which a Viking vessel is docked at
the Dock will be billed to Viking.
19. Governing Law. This Agreement shall be governed by the general maritime law
of the United States or, if no general maritime rule of law applies, then by the laws of the
state of lowa.
20. Mediation.
a. Should any dispute arise out of this Agreement, either party may request
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that it be submitted to mediation. The parties shall meet in mediation within thirty
(30) days of a request. The mediator shall be agreed to by the mediating parties;
in the absence of an agreement, the parties shall each submit one name from
mediators listed by either the American Arbitration Association, the lowa State
Board of Mediation and Conciliation, or other agreed-upon service. The mediator
shall be selected by a "blindfolded" process.
b. The cost of inediation shall be borne equally by the parties. Neither party
shall be deemed the prevailing party. No party shall be permitted to file a legal
action without first meeting in mediation and making a good faith attempt to reach
a mediated settlement. The mediation process, once commenced by a meeting
with the mediator, shall last until agreement is reached by the parties but not more
than sixty(60) days, unless the maximum time is mutually extended by the parties
in writing.
21. Remedies on Default. In the event of a Default of this Agreement and is
continuing, the non-defaulting Party may take any one or more of the following actions
after the non-defaulting Party gives written notice to the defaulting Party of the Default,
but only if the Default has not been cured within thirty (30) days following such notice, or
if the Default cannot be cured within thirty (30) days and the defaulting Party does not
provide assurances to the non-defaulting Party that the Default will be cured as soon as
reasonably possible thereafter:
a. The non-defaulting Party may suspend its performance under this
Agreement until it receives assurances from the defaulting Party deemed
adequate by the non-defaulting Party, that the defaulting Party will cure the
Default and continue its performance under this Agreement; or
b. The non-defaulting Party may take any action, including legal, equitable or
administrative action, which may appear necessary or desirable to collect any
payments due under this Agreement or to enforce performance and observance
of any obligation, agreement, or covenant under this Agreement.
22. Contact. Any notices to be sent under this Agreement shall be sent to the
following parties:
To City: City of Dubuque
Attn: City Manager
50 W. 13'h Street
Dubuque, IA 52001
With a copy to: City Attorney
300 Main Street, Suite 330
Dubuque, lA 52001
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To Viking: Viking USA, LLC
Attn: Milton Hugh
5700 Canoga Avenue, Suite 200
Woodland Hills, CA 91367
With a copy to: Amanda Spain
Baker, Doneison, Bearman, Caldwell & Berkowitz, PC
450 Laurel Street, 21st Floor
Baton Rouge, Louisiana 70802
23. Force Maieure. Should any matter or condition beyond the reasonable control of
either party, including, but not limited to, war, public emergency, acts of terrorism,
calamity, fire, earthquake, flood, acts of God, strikes, labor disturbances or actions, civil
disturbances or riots, or any governmental restriction, prevent performance of this
Agreement in accordance with the provisions hereof, in whole or in part, performance of
this Agreement will be suspended or excused to the extent commensurate with such
interfering occurrences and each party shall be required to resume performance of its
obligations under this Agreement upon the termination of the aforementioned force
majeure.
24. Assiqnment. Viking shall have the right to assign this Agreement to any wholly
owned affiliate of Viking USA, LLC.
25. Amendments. This Agreement may be modified or amended only in writing by a
duly authorized representative and executed by both City and Viking. It may not be
amended or modified by oral agreement or understanding between the parties unless the
same will be in writing, duly approved, and executed by both parties.
26. Severabilitv. If any term, covenant, or condition of this Agreement is held by a court
of competent jurisdiction to be invalid, or unenforceable, the rest of the Agreement will
remain in full force and effect and will in no way be affected, impaired, or invalidated,
unless such enforcement will frustrate the purpose of this Agreement.
27. Paraqraph Headinqs. The titles to the paragraphs of this Agreement are solely for
the convenience of the parties and will not be used to explain, modify, simplify, or aid in
the interpretation of the provisions of this Agreement.
28. Entire Aareement. This Agreement may be executed in counterparts and/or by
electronic exchange of signatures, with all such counterparts deemed the same single
agreement and signatures exchanged by electronic means deemed equivalent to original
signatures. This constitutes the entire agreement between the parties and supersedes all
prior and contemporaneous agreements, written and oral. This Agreement shall not be
modified except through a writing signed by both parties.
Dated this ��Lday of January 2020.
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City of Dubuque, lowa Viking USA, LLC
By: By: ��G��
Michael C. Van Milligen Printed Na e: Milton H gh
City Manager Title: �2�ti 0�'� �
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PORT OF DUBUQUE RIVER FRONT DOCK EXPANSION
463847 1 / 17/2020
Exhibit B
INSURANCE SCHEDULE
1�98���'b�1491��L�
Ctty of Dubuque Insurenee RaqulremeMs for Dxking of Commerclal Vessets
INSURANCE SCHEDULE S
1. Operator shall furn:sh a signed certificate of insurance to the City ot Dubuque,lowa for
the coverage required in Exhibit I prior to corRract inception and at the end of the conhact
if the tertn of coMract is lorger than 60 days. Each cert�cate shall include a statemeM
under Descripbon of Operetions as to why issuetl. Eg Project# or Lease of
premises at
2. All policies ot inswance required hereunder shalf be with an insurer authorized to do
business in lowa and all insurers shall have a rebng of A or better in the curreM A M
BesYs Rahng Guide
3 Each cert�cate shall be furnished to the F nance DepartmeM of the Ciry of Dulwque.
4. Failure to prowde minimum coverege shall not be tleemcd a waiver of these
requiremeMs by ihe City ot Dubuque. Failure to obtain or ma•rRain the requ�red
insurance shall be consitlered a materiai breach of this agreement
5. AI�required endorsements lo vanous policies shall be attached to Certificate of
msurance
6. The Operetor s�all be required to carry the minimum coveragePimils,or greater if
required by law or other legal agreemeM,in ExhibR I. If the Operetor's limits of liability
are higher than the requ retl minimum limits then the provider's limits shall be this
agreemerrt's required limits.
7. Whenever an ISO form is referenced ihe curreM edRion of the form must be used.
8 Lessee, license 8 permittees shal I be responsiWe for deductib�es and self-insured
reteMion.
Page 1 M 4 Schedule S Docldng Of Commencal Vessels May 2019
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City of Dubuque Insurance Requlremants(or poeking oT Commerclal Vessals
INSURANCE SCHEDULE S (continued)
€ahl�ltl
A) PROTECTION 81NDEMNITY LIABILIiY $2,000,000
1) Cwerage shall be written on an occurtence not c�aims made,form.
2) Include entlorsement indicadng that coverage is pr�mary antl non-contribulory.
3) Include endorsement to preserve GovemmeMal Immunity.(Sampe attached)
4) Include additlonal insured entlorsement for
The City of Dubuque,includirg all Rs elected antl appointed ofticials,all tts
employees and volurrteers,all its boards,commissions arxilor aNhori[ies and
their board members,employees and voluMeers
5) Policy shall include Waiver of Right to Recover from Others endorsement
B) WORKERS'COMPENSATION,LHWCA&EMPLOYERS LIABILITV
Statutory Benefits covering all employees m�ured on the job by accitleM or disease as
prescribed by lowa Cade Chapter 85.
Coverege A SYatutory�tate of lowa
Coverage B Empoyers Liability
Each Accident $100,000
Each Employee-Disease $'100,000
Policy Limi[-Disease $500,000
Policy shall include Waiver of RigM to Recover from qhers endorsemeM.
Longshoreman and Harbor Workers Compensabon Acl Coverege.
Coverage B limits shall be greafer if required by the umbrella/excess insurer
�
NonelecUon of Workers Compensation or Employers'Liadlity Coverege under lowa
Code sec.87.22.Completed form must be altached.
C) POLLUTION LIABILITY
(induding trarstt)
Coverage required _yes _no
General Aggregate Limk $4,000 000
Each Occurtence limit $2,000 000
�) Policy shall include an addi0orel insured entlorsement far
The Cily M Dubuque including all ds elected and appoirRed ofticials,all its
employees and volunteers,all its boards, commissions andlor aNhorities and
their board members,employees and volurReers.
2) Rwide evidence of cwerage for 5 years aRer completion of project
3) Include Preservation of GovemmeMal immunities endorsemeM. (Sample
attache�.
Page 2 of 4 Schedule S Dockirg Of Commerical Vesse s May 2019
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City oT Dubuque Insurance Raqulrements for pocking of Commarelal Vessets
INSURANCE SCHEDULE S (continued)
D) UMBRELLAIEXCESS LIABILITY: 56,000,000
�mbrella liabilky coverage must be at least following form with the underlying policies
ircluded herein(General Liability,AutomoUile,Workers Compensat�on).
Page 3 of 4 Schetlule S Doclting Of Commerical Vessels May 20�9
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City of Dubuque Insurenee Requiremenls for pocking of Commercial Vessels
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nornvaiver of Govemmental ImmuniN.The insurer ezpressy agrees and sfates Nat the purchase
of this policy and the inclutling of the City of Dubuque, lowa as an AddRional Insured dces not waive arry
of the deferues of governmental immur9ty availade to the Cily of Dubuque,lowa urxler Code of lowa
Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Coverace.The iruurer further agrees that this policy of ireurence shall cover only those
cWims rat subject to the deferee of govemmeMal immunity under the Code of lowa Sect�on 670.4 as it
raw exists and as R may be amended from time to time.Those claims rqt subject to Code of lowa
Section 670.4 shall be wvered by the lerms antl condRiorw M this insurance poliay.
3. AsseAion of Gwernment ImmuniN.The Cily of Dubuque,lowa shall be responsib'e tor assertirg
arry defense of govemmental immunity,and may do so at arty time and shall do so upon the timely written
request M the ireurer.
4. Non-Denial of Coveraae.The irsurer shall not derry coverage under this policy and the ins:xer
shall rat deny any of the rights and benefrts axruing to the City of Dubuque,lowa under this pol icy for
reasons of governmental immunily unless and uMil a court of competent jurisdiction has ru�ed in favor of
the defense(s)of govemmental immunity asserted by the City of Dubuque, lava
No Other Chance in Policv.The above preservation of govemmerRal immuntties shall not otherwise
change w atter the coverege availade under the policy.
SPECIMEN
(DEPARTMENT MANAOER: FILL IN ALL BLANKS AND CHECK BOl(ES)
Page 4 of 4 ScheAule S Doclang OF Commerical Vessels May 2019
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