Loading...
Viking USA, LLC River Cruises Riverfront Docking Agreement_Hearing Copyrighted February 17, 2020 City of Dubuque Public Hearings # 5. ITEM TITLE: Viking USA, LLC River Cruises Riverfront Docking Agreement SUMMARY: Proof of publication on notice of public hearing to consider approval of a Riverfront Docking Agreement with Viking USA, LLC, and the City Manager recommending approval. RESOLUTION Approving Riverfront Docking Agreement with Viking USA, LLC for the design and construction of an expanded docking facility along the Port of Dubuque Riverfront SUGGESTED DISPOSITION: Suggested Disposition: Receive and File;Adopt Resolution(s) ATTACHMENTS: Description Type Viking USA Riverfront Docking Agreement-MVM Memo City Manager Memo Staff Memo Staff Memo Resolution Resolutions LOI Dubuque Docking Agreement Supporting Documentation Proof of Publication Supporting Documentation Dubuque THE CITY OF � ul-A�criw ciry DuB E , ; I � � I. Maste iece on the Mississi 1 zoo�•Zoi2•zois rP Pp Zoi�*zoi9 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 Public Hearing DATE: February 9, 2020 Assistant City Engineer Bob Schiesl recommends City Council approval of a Riverfront Docking Agreement with Viking USA, LLC 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. � Mic ael 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 � All•America Cily D V Y J� NATKYVU(]lk IINAII , � � ► � � Maste iece on the Mississi i Zoo�.zo�2.20�3 �P pp zoi��zoi9 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 Public Hearing DATE: February 6, 2020 INTRODUCTION The enclosed resolution is in reference to the public hearing for the proposed Viking River Cruises (Viking USA, LLC) Riverfront Docking Agreement and the associated expansion of the Port of Dubuque RiverFront Docking facilities. 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 inembers 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. oubuque � • � � . / � � nn� • •• `r� 1 I I I'1 • � • • • ?W�2U1E :E��t-d01: � •• .4 , ` ���� `• �. � r 4•,�;�J�� ����[y �` �1�y_� � �..� �� !'C 1�-� � � •� *.r� �` � u � � ��_��'� a f• �.r � ' ����� ��~ �4,=-�s,:. � � ./ � �� _ ��� af �.. � � � y � I �.� � . � .... � �} �� t y �p. � �. ,\ � _.4.. ����"�L �,�� ~� "l�� �lvY' r .- � :.. � -=^-7 `, �'' _.r - � '� �l ' ^.�� k� � ; •��: � ��,. n. �r -y'al,e ��"• _ 4\��. .�.sc ,i I t�,.. . . �� ; T ':��� -rt� , , K -r; '. � t � + i .'d . . " I. _ -• _ •y��i .., ��� , - .. .,r z; �. k r �� ���.�f��`' _.�'�...�r. �- -� �a -y. ��"�. � �,"�' '' 1 +,.���� 4� i� -� �,�_��,�����a..' � , - ���_. � � � � �'�+:�'.'T�� .._. + _ �- a . r.-..� �.�+ ���" ����' !.M1 ���..ir1i'1����\ r ��� - y - .���x.�, � �A ._ � ,�- (1 ��. ' � . { , f� . f.. _ R!� �r�� �'� r ��-� j y ' _ . „ i�tll. ';` � � 1� 4��F! � ..,� �. wl,� .� �.. . �-,�� .n A;4�7..4, '�'re� . � • ' . ... �� �. _ - - ��� � .�- �"�.0 ,� f.h.- .J � � - -,�1�� �� ' �. . 6" A,-r � �. ,�. ` - � �.'t��i.d .. __-. � -� � � � � �T,y I����� ~ . ' '... � ' r ��-5 PARif6.2 � �` � " , .-! �: \ . � �z hE�w�O�AI!�P ��C•�` � ����:: �.., �, .. ., " lrj .�+�.__�1�1 ��� �yl. �,1�.��.- 5"FP\RHO.�1�� R—!'� ,C"'a�.,,�.- .�J',�EKptlM�h £ ''•ir�".i 4� R�V�RwA�P\ER W Al� • .a - � . � � • � � � 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 renderings 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. . - . • - . — ,;,�" — — _-�.-�� �I - — — — -- - -�s:. � ; �.�------- ��� f,.; •�.... ' , --� �- �'` — fl�����' � c � ;, �� � -- i i � � �--._i�i'('` " � ,� _ : �f �� ,y_ .l� , -:. . -z u`�. — - -- ��;i�. � I.. �> , , — �. _o-���_� � ,;o�,..,.�,,,y � ° �ihl il II 11 11 I 1�4"vs� � �- _. .�;y`l��ni�,�!'�I°fl`�'_.. . .. ; .�. : . . .., .- „ ._� .�.,y.:: .i� _ . .. . . �.ti, , L� . � �� , :. - .. <; _. �, ., `�� - o � �-� ..- a . � i ! ` e a�...;; - - _ � � � L�,r� _.J.�_ .�_ � —�« ' a 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 that the City Council approve the RiverFront Docking Agreement with Viking USA, LLC and the associated proposed expansion of the Port of Dubuque Riverfront Docking facilities. 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 approve and authorize the City Manager to execute the RiverFront Docking Agreement with Viking USA, LLC and the associated proposed expansion of the Port of Dubuque Riverfront Docking facilities, 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 RESOLUTION NO. 59-20 RESOLUTION APPROVING RIVERFRONT DOCKING AGREEMENT WITH VIKING USA, LLC FOR THE DESIGN AND CONSTRUCTION OF AN EXPANDED DOCKING FACILITY ALONG THE PORT OF DUBUQUE RIVERFRONT Whereas, 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; and Whereas, Viking River Cruises (Viking USA, LLC) proposed to launch river cruise operations on the Mississippi River in June 2022; and Whereas, Viking River Cruises and the City wish to establish a commitment for the Port of Dubuque to become a destination port on Viking River Cruises Mississippi River cruise itinerary; and Whereas, part of the said commitment, the city in a cooperative partnership with Viking River Cruises have developed a proposed Docking Agreement which would allow Viking River Cruises to retain exclusive docking rights and dedicated use of the landing facility when the cruise vessel is moored at Port; and Whereas, in return for said exclusive docking rights, Viking River Cruises has agreed to participate in the cost to design and construct an expanded docking facility along the Port of Dubuque riverfront; and Whereas, Viking River Cruises has also agreed to participate in the cost for the annual operations and maintenance expenses of the docking facility. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA THAT: Section 1. The said Riverfront Docking Agreement with Viking USA, LLC and the associated proposed expansion of the Port of Dubuque Riverfront Docking facilities is hereby approved. Section 2. The City Manager be authorized and directed to execute two copies of said Riverfront Docking Agreement with Viking USA, LLC and the associated proposed expansion of the Port of Dubuque Riverfront Docking facilities. Passed, adopted and approved this this 17th day of February 2020. / Al di,/ (Roy D. Buol, Mayor Attest: Keviii S.Firnstahl, CC, City Clerk F:\PROJECTS\Port of Dubuque - VIKING\Docking Agreement � � STATE OF IOWA {SS: ; DUBUQUE COTTNTY �� '� ',� CERTIFICATION OF PUBLICATION i� i . . �^ I, Suzanne Pike, a Billing Clerk for Woodward �,i Communications, Inc., an Iowa corporation,publisher i�, of the Telegraph Herald, a newspaper of general ' circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the ' follawing dates: February 07, 2020, and for which the charge is $104.40 . r.v=-�n.�_ I''i � Subscribed to before me, a Notary Public in and for Dubuque County, Iowa, this�_day of , 2002�, II � �� �, Notary Public i and for Dubuque Co nty, Iowa. � ;; � "-^+,.y .tAhI�T K. PAPE � _��. Co�n�ti.a�sio�n Nu�b�er 95�9�669 +, ��„4 I��y Cortlm.E,zp.DEC 11,24�22 � ;! % f � I �„ � � C � � � � � � �; E I f' 4 P r, d � ,� :� � �� I� y ; ij i ," i i � , CITY OF b�BUQUE,IOIIVA 1 OFFIC�AL NCOTIC�, ,; PUBLIC NOTICE is liereby given that the.:City Council of the City f Dubuque,lowa;will hold a`public hearing on the 17th da'y of 'I, February at 6:64 p:m,in the Wistoric Federal Building,350 West�th Street,second filoor,pubuque;lowa;at which meeting the City ! Council proposes to dispose of an interest i�the following des,ribed real property Agreeroent to Viking USA;LCC:` j A'po'rtion of Mississippi riverfront between the bottom of Dubuque River.walk ' Stairway No:1 north to include Stairway,No:2 as shown on Figure 1. '' � �� ` �� �� � At Yhe rfleetmg the Gty Council will receive oral arid wntteri comrnentsfYom any resident or property o�vner of said City tqthe'above actjon.,Wrttten tomments reg�rding the above pu�lic hearing may be sulimitted tq the City Clerk's Office,City Hall,SO W,13fih Street; 'j � oe�`or qefore said;ti=me of public h�arin,g. �;. � , _-.. . , � ` , � i Copies of supporfing documents fqr the public hearing are on file in th`e City Clerk's Office and may be viewed during normal working � hours. : . � . � � ,� ,, � '� I„ ` ` � l Irrdividuals with liinited English proficiency,visiori,'hearing oY speech impalrments.requinng special es"sistance shouCd contact Che I � City Clerk's Office at(563)589 4100,TDb{563)690-6678,dyelerk@cityofdubuque:org as,soon as feasible.D'eaf or hard=of-hearing individuals can use Relay lowa,by,dialing 711 o`r(800)735-2942. "`� "'' Qated this 7th d�y:of February 2020. II II Figure i �' �ti -. . . � �� i , ... .� ��' , � � � `, , . � �I �; �� �.~ ,', � ,t.: � .� � RESOLUTION N6;`47-20 � y'I�CING USA,LLC-RIVERFRONY.DOCIfING AGREEMENT•f�4�RT(SF DUBUQUE RIVEttFROMT DOCKAC`�E EXPANSION �' SETTING DATE OF:PUBLIGHEARING ON THE VIKING USA,LLC-RIYERFftONT DOCKING AGREEMENT , B NOWTHER�FOR@,BE IT RE�SQLVED BY;THE,CITY COUNCIL OF THE CITY OF DUBUQUk,IOWA'THAT: ' � � � , �I Section 1.The praposed Riverfront Docking Agreement with Viking Rrver Cruises(Viking USA,LLC)are hereby ordered filed in the � office.ofthe City Clerk for public review and corriment. � ' ; , j Section 2.A public hearing will be held on the 17th day of February 2020 at 6;00 p,m.in the Historic.Eederal Building Council � Chambers(second'flqor) 350�West 6th Street Dubuque Ibwa;at which time ihterested p2rsons may a�pearand be heard'for.or � against the propo3ed Riverfront Docking Agreement�vrth Viking USA,LLC,arid the City Clerk:be arid is liereby directed to cause the attaehed notice of.the time and place of such heanng to,be published in a newspaper having general tirculation in,the Ci4y of � Dubuque lowa;Uwliich notice;shall 6e pu,blished not ies5 than'fourdays nor rnDre'than twenty days priorto,the date ofsueh h;earing.'.' � At tlie hearing,any interesCed persornmay appear and file approval of or_objectioY�s to the prdposed Riverfront Do€king Agre@meht � r- withVikingUSA,ELC. � Passed apprbved and adopted this 4th day of February 2Q2Q � , � ` x! � RoY�4 R4ol Mayor �. Attest Key�n 5 F�rnsY�hl CMC City Clerk= , 4� �'�2,/7� �� _ ,adno 139407� , � .,�.., ...�,.,,,,,,., ,� ,.,....� ..,. ._.......... .,�,.�...,.,.... . ..,_w.. _ . ,. . , . . ,._ ... � I� F I � 9 4p % � t � i � VIKING RIVER CRUISES Exploring the World in Comfort" City Clerk City of Dubuque As requested, please find attached original signature page for previously executed agreed between Viking and City of Dubuque Regards, Milton Hugh Viking River Cruises, Inc. 5700 Canoga Avenue, Suite 200, Woodland Hills, California 91367 phone (818) 227-1234 fax (818) 227-1237 vikingrivercruises.com CST 2052644-40 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 Dock (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 Engineerino. 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 1 4828-5471-1474v1 2940081-000002 01/17/2020 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 Contingency. 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. 2 4828-5471-1474v1 2940081-000002 01/17/2020 2. Governmental Approvals. 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 Replacement. 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%) 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%) 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 3 4828-5471-1474v1 2940081-000002 01/17/2020 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 Dredging. 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 Storage. 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. 4 4828-5471.1474v1 2940081-000002 01/17/2020 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 Dock. 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. Docking 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. Priority Use, Docking Fee, and Acknowledgment 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 1st 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 1st 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 5 4828-5471-1474v1 2940081-000002 01/17/2020 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 or create 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. Compliance with Laws. The parties must comply with all applicable laws, ordinances, and codes of the Federal Government, the State of Iowa, 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. Liability and Indemnity. 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 2940081-000002 01/17/2020 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 Iowa 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 Garbage Removal. Viking shall not store any refuse or garbage at the Dock or Riverwalk for any length of time and shall plan 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. City 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 Iowa. 20. Mediation. a. Should any dispute arise out of this Agreement, either party may request 7 4828-5471-1474v1 2940081-000002 01/17/2020 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 Iowa State Board of Mediation and Conciliation, or other agreed -upon service. The mediator shall be selected by a "blindfolded" process. b. The cost of mediation 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: With a copy to: 4828-5471-1474v1 2940081-000002 01/17/2020 City of Dubuque Attn: City Manager 50 W. 13m Street Dubuque, IA 52001 City Attorney 300 Main Street, Suite 330 Dubuque, IA 52001 8 To Viking: Viking USA, LLC Attn: Milton Hugh 5700 Canoga Avenue, Suite 200 Woodland Hills, CA 91367 With a copy to: Amanda Spain Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 450 Laurel Street, 21st Floor Baton Rouge, Louisiana 70802 23. Force Majeure. 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 majeu re. 24. Assignment. 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. Severability. 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. Paragraph Headings. 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 Agreement. 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 71-day of January 2020. 9 4828-5471-1474v1 2940081-000002 01/17/2020 City of Dubuque, Iowa By: Michael C.'Van Milligen City Manager 10 4828-5471-1474v1 Viking USA, LLC By: Printed Nar : �MitoLI Hug Title: ('�, LIE-4 2940081-000002 01/17/2020 1 Exhibit A DOCK LOCATION 46480476ebtZtx0ui7/2020 PORT OF DUBUQUE RIVER FRONT DOCK EXPANSION 4/$06%4Z in7/2020 Exhibit B INSURANCE SCHEDULE Ctty of Dubuque Insurance Requirements for Docking of Commercial Vessels INSURANCE SCHEDULE S 1. Operator shall furnish a signed certificate of insurance to the City of Dubuque, lows for the coverage required in Exhibit I prior to contract inception and at the end of the contract if the term of contract Is longer than 60 days. Each certificate shall include a statement under Description of Operations as to why issued, Eg: Project # or Lease of premises at 2. All policies of insurance required hereunder shall be with an insurer authonzed to do business in Iowa and all Insurers shall have a rating of A or better in the current AM, Best's Rating Guide. 3, Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. 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, 5, All required endorsements to various policies shall be attached to Certificate of insurance 6. The Operator shall be required to carry the minimum coveragelimits, or greater if required by law or other legal agreement, in Exhibit I. If the Operator's limits of liability are higher than the required minimum limits then the provider's limits shall be this agreements required kmits. 7. Whenever an ISO form Is referenced the current edition of the form must be used. 8. Lessee, license & permittees shall be responsible for deductibles and self -Insured retention. Page 1 of 4 Schedule S Docking Of Commence! Vessels May 2019 14 4828-5471-1474v1 2940081-000002 01/17/2020 \c\ City of Dubuque Insurance Requirements for Docking of Commercial Vessels INSURANCE SCHEDULE S (continued) F. xJlibIt( A) PROTECTION & INDEMNITY LIABILITY $2,000,000 1) Coverage shall be written on an occurrence not claims made, form. 2) Include endorsement indicating that coverage is primary and non-contributory. 3) Include endorsement to preserve Governmental immunity. (Sample attached) 4) Include additional insured endorsement for 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 5) Policy shall include Waiver of Right to Recover from Others endorsement B) WORKERS' COMPENSATION, LHWCA & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85. Coverage A Statutory —State of Iowa Coverage B Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Longshoreman and Harbor Workers Compensabon Act Coverage. Coverage B limits shall be greater if required by the umbrella/excess insurer 211 Nonelection of WorkersCompensation or Employers' Coverage under Iowa Code sec. 87,22. Completed form must be attached. C) POLLUTION LIABILITY (including transit) Coverage required yes General Aui regate Limit Each Occurrence limit $4,000,000 $2,000 000 1) Policy shall include an additional insured endorsement for 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. 2) Provide evidence of coverage for 5 years after completion of project 3) Include Preservation of Governmental immunities endorsement (Sample attached). Page 2 of 4 Schedule S Docking Of Commerical Vesses May 2019 15 4828-5471-1474v1 2940081-000002 01/17/2020 City of Dubuque Insurance Requirements for Docking of Commercial Vessels INSURANCE SCHEDULE S (continued) 0) UMBRELLA/EXCESS LIABILITY: $6,000,000 Umbrella liability coverage must be at least following form with the underlying policies Included herein (General Liability, Automobile, Workers Compensation), Page 3 of 4 Schedule S Docking Of Commerical Vessels May 2019 16 4828-5471-1474v1 2940081-000002 01/17/2020 City of Dubuque Insurance Requirements for Docking of Commercial Vessels PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer 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 insurer 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 Secton 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 responsibIe 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 insurer. 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer 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. S ECI EN (DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) Page 4 of 4 Schedule S Docking Of Commerical Vessels May 2019 17 4828-5471-1474v1 2940081-000002 01/17/2020 18 4828-5471-1474v1 2940081-000002 01/17/2020 Riverboat Tourism Season (June - October) Typical 150 Visitor Days Port of Dubuque River's Edge Plaza - Historical Riverboat Docking Days Riverboat 2017 Days 2018 Days 2019 Days Twilight 70 ** ** America 8 6 6 American Duchess 2 2 American Harmony 2 American Queen 7 7 6 Celebration Belle 15 20 20 Queen of the Mississippi 4 8 2 USS LST 325 8 TOTAL DOCKING DAYS 103 49 38 Multiple Riverboat Conflicts (Days) 13 1 4 ** Riverboat Twilight moved to the Port of Dubuque Marina Multiple Riverboat Conflicts (Days) Due to limited docking space currently available at River's Edge Plaza and docking scheduling conflicts, it is sometimes necessary for riverboats to dock at the Hawthorne Street landing located at AY McDonald Park. However, this location only works as a docking area for some of the boats when river stage elevations allow safe access to the site. River's Edge Plaza becomes non-ADA access compliant at RIVER STAGE 12 Refer to aerial photo exhibit on page 2 2018 Historical River Stage Elevations (June - October 2018) 58% 89 days above river stage elevation 12 6% 9 days above river stage elevation 17 (flood stage) 0% 0 days above river stage elevation 20 2019 Historical River Stage Elevations (June - October 2019) 75% 114 days above river stage elevation 12 14% 22 days above river stage elevation 17 (flood stage) 5% 7 days above river stage elevation 20 inrie 10110 E• ion Plaza Underwater River Stage 20 No ADA Access ve No ADA Access