Adams Co. Reuse - Historical Society
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MEMORANDUM
January 10, 2006
TO:
The Honorable Mayor and City Council Members
FROM:
Michael C. Van Milligen, City Manager
SUBJECT: Proposed Reuse/Lease of Adam's Company to the Dubuque County
Historical Society
Economic Development Director Dave Heiar recommends that a public hearing be set
for February 6, 2006, on the proposed reuse/lease of the Adam's Company to the
Dubuque County Historical Society.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
i \JllJldL
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
~]
RESOLUTION NO. 19-06
RESOLUTION OF INTENT TO DISPOSE OF AN INTEREST IN REAL PROPERTY BY
LEASE AGREEMENT WITH DUBUQUE COUNTY HISTORICAL SOCIETY
WHEREAS, the City of Dubuque, Iowa (City) is the owner of certain real estate
located in the Port of Dubuque of which the Dubuque County Historical Society desires
to lease; and
WHEREAS, the Dubuque County Historical Society desires to lease the
Premises for the purpose of creating an expansion of the National Mississippi River
Museum & Aquarium including a new museum which would be a compliment to the
existing National Mississippi River Museum & Aquarium and for such other purposes as
described in the proposal for a Development Agreement Leading to a Lease between
the City of Dubuque and the Dubuque County Historical Society For Adaptive Reuse of
the Adams Company Building and Site more specifically described as
Lot 1 in Adam's Company's 2nd Addition in the City of Dubuque, Iowa; and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to enter into the Lease Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. The City of Dubuque intends to dispose of its interest in the foregoing-
described real property by Lease Agreement, a copy of which is attached hereto.
Section 2. The City Clerk is hereby authorized and directed to cause this
Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a
public hearing on the City's intent to dispose of the foregoing-described real property, to
be held on the 6th day of February, 2006, at 6:30 o'clock p.m. at the public library
auditorium, 11th & Locust, Dubuque, Iowa.
Passed, approved and adopted this 17th day of January 2006.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
F:\USERSIDheiarllntent to Dispose by Lease DCHS.doc
THE CITY OF C,.::--~
DuBOQuI~
~<k.~
MEMORANDUM
January 10, 2006
TO: Michael Van Milligen, City Manager 1\
FROM: David J. Heiar, Economic Development Directo\ I.J QI)
SUBJECT: Proposed reuse/lease of Adam's Company to thV';~bUqUe County
Historical Society
BACKGROUND
The Economic Development Administration (EDA) has approved an extension of the
City's EDA Grant until June 30, 2005. Approximately $300,000 of the $2 million grant is
still available for the partial demolition and adaptive reuse of the Adams Company
building.
Over the past few months there have been several negotiation sessions with
representatives of the Dubuque County Historical Society (DCHS) for the proposed 45
year lease of the former Adams Company property located in the Port of Dubuque.
DCHS intends to use the building and site for an expansion of the National Mississippi
River Museum and Aquarium. Highlights of the proposed lease (attached) include:
. The termination date of June 5, 2050 coincides with the ending date of the
existing lease between the City and the Dubuque County Historical Society for
the property which houses the first phase of the National Mississippi River
Museum.
. DCHS will pay $1 per year for the leased property.
. DCHS will also provide the local match required for the utilization of the
remaining $300,000 EDA grant.
. Required minimum improvements for DCHS include
1. The construction of a large format film theater with a minimum $5 million
investment and an anticipated cost of $8 million and;
2. Minimum $3 million investment in the former Adams Company building to
make it suitable for placement of exhibits and to welcome the public.
. Planned but not required improvements include;
LEASE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
DUBUQUE COUNTY HISTORICAL SOCIETY
of
(Lessor) and
(Lessee).
This Lease Agreement (the "Lease") dated for reference purposes the day
, 20_, between the City of Dubuque, Iowa, a municipal corporation
Dubuque County Historical Society, an Iowa nonprofit corporation
RECITALS
A. Lessor is the owner of that certain real estate described on Exhibit "A"
attached hereto and by this reference made a part hereof, a portion of which Lessor
desires to lease to Lessee, and Lessee desires to lease from Lessor (the "Demised
Premises"); and
B. Lessor desires to lease the Demised Premises for the purpose of Lessee
creating an expansion of the National Mississippi River Museum & Aquarium including
a new museum which would be a compliment to the existing National Mississippi River
Museum & Aquarium and for such other purposes as described in the Proposal for a
Development Agreement Leading to a Lease between the City of Dubuque and the
Dubuque County Historical Society For Adaptive Reuse of the Adams Company
Building and Site dated October 2005 (hereafter the "Project"); and
C.
Project.
Lessor and Lessee desire to enter into this Lease in connection with the
Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree upon the following mutual terms and
conditions:
ARTICLE I
DEMISE AND TERM
1.1 Demise and Term. In consideration of the rents hereinafter reserved and the
terms, covenants, conditions and agreements set forth in this Lease, Lessor hereby
leases to Lessee the real property described in Exhibit A attached to and made a part
of this Lease, together with any and all easements and appurtenances thereto and
subject to any easements are restrictions of record (the "Demised Premises"), to have
and to hold for a term commencing on the _ day of , 20_ and
terminating at 11 :59 p.m. on June 5, 2050, subject to all of the terms, covenants,
conditions and agreements contained herein.
Lessee shall, however, upon written request of Lessor, re-convey to Lessor all its
interest under this Lease in and to the parcel shown on Exhibit A-1. In such event,
Lessor shall reimburse Lessee for Lessee's actual cost for any Improvement
constructed by Lessee on such parcel. However, Lessor shall have no obligation to
reimburse Lessee for any such costs if, at the time of the request by Lessor to re-
convey the parcel, Lessee is not using the parcel for a purpose authorized by this
Lease.
1.2. Termination by Lessee. Notwithstanding any other provision contained
herein, Lessee shall be relieved from all obligations under this Lease in the event it is
unable prior to December 31, 2009, with reasonable efforts, to raise the funds required
for its performance of said obligations. In such event, Lessee shall notify Lessor in
writing of the termination of the Lease and upon payment to Lessor of demolition costs
incurred by Lessor but not to exceed $300,000 and all other direct costs incurred by
Lessor related to this Agreement or the Demised Premises, Lessee shall not be liable
to Lessor for any amount related to its failure or inability to perform. Further, Lessee
shall not be required to perform any future obligations hereunder. For purposes of this
paragraph, direct costs shall not include the value of any internal costs incurred by
Lessor, including, but not limited to, staff time and administrative costs.
1.3 Termination by Lessee. If Lessee intends to request an extension of the
term of this Lease, Lessee shall not later than five years prior to the expiration of the
term of this Lease give Lessor written notice of such intention. Lessor shall negotiate
exclusively with Lessee for a period of 180 days thereafter for an extension of the
Lease. However, nothing herein shall obligate Lessor to agree to any extension of the
Lease.
ARTICLE II
RENT
2.1 Rent. Lessee shall pay Lessor (in addition to taxes, assessments, and
other charges required to be paid under this Lease by Lessee) rent for the Demised
Premises of One Dollar per year.
ARTICLE III
REQUIRED MINIMUM IMPROVEMENTS; TITLE TO IMPROVEMENTS
AND TRADE FIXTURES
3.1 Reauired Minimum Improvements. Lessee hereby agrees to the Plan
for the Development of the Demised Premises, including but not limited to the
construction of the Required Minimum Improvements included therein, as shown on
Exhibit B attached hereto and made a part of this Lease.
3.2 Plans for Construction of Minimum Improvements. Plans and
specifications with respect to the development of the Demised Premises and the
construction of Minimum Improvements thereon ("Construction Plans") shall be in
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conformity with this Agreement, and all applicable state and local laws and regulations.
Prior to such development or construction, Lessee shall submit to Lessor, for approval
by Lessor, plans, drawings, specifications, and related documents with respect to the
development or Minimum Improvements to be constructed by Lessee. All work with
respect to the development or Mimimum Improvements shall be in substantial
conformity with the Construction Plans approved by Lessor.
3.4 Timina of Improvements. Lessor hereby agrees that construction of
Minimum Improvements on the Demised Premises shall be commenced within twenty-
seven (27) months after the commencement of this Lease, and shall be substantially
completed within forty-eight (48) months after such date. The time frames for the
performance of these obligations shall be suspended for any delays caused by acts of
God including, but not limited to, extreme weather conditions and/or other natural
causes, casualty, labor problems (including, but not limited to, strikes, walk-outs,
picketings, boycotts and shutdowns), governmental restriction upon the availability or
use of labor or materials, or, insurrection, embargoes, or extraordinary delays in
providing necessary consents or approvals. The time for performance of such
obligations shall be extended only for the period of the enforced delay.
3.5 Certificate of Completion. Promptly upon completion of Minimum
Improvements in accordance with those provisions of this Lease relating solely to the
obligations of Lessor to construct Minimum Improvements (including the dates for
beginning and completion thereof), Lessor shall furnish Lessee with an appropriate
instrument so certifying. Such certification ("Certificate of Completion") shall be in
recordable form and shall be a conclusive determination of the satisfaction and
termination of the agreements and covenants in this Lease with respect to the
obligations of Lessee to construct Minimum Improvements.
3.6 Trade Fixtures. For the purposes of this Lease, "Trade Fixtures" shall
mean all of Lessee's personal property located on the Demised Premises used in
Lessee's business. Title to Lessee's trade fixtures (the "Trade Fixtures") are and shall
be the sole and exclusive property of Lessee during the term of this Lease and shall
remain the sole and exclusive property of Lessee after the expiration or termination of
this Lease, for whatever reason. Lessor acknowledges and understands that it shall
have no right, title, or interest in or to Lessee's Trade Fixtures either during the term of
this Lease, or thereafter (except as hereinafter provided). Lessor acknowledges and
agrees that Lessee shall have the right to encumber, sell, or hypothecate Lessee's
Trade Fixtures, to remove them from the Demised Premises, or to otherwise deal with
all or any portion of such Lessee's Trade Fixtures, at Lessee's sole discretion. Provided,
further, that upon ten (10) days' prior written notice to Lessor, Lessor shall prepare and
deliver to Lessee a certificate in recordable form stating that Lessor has no interest or
right in or to Lessee's Trade Fixtures, as well as any other or further document which
Lessee may reasonably request from Lessor.
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3.7 Title to Imorovements. On delivery of possession of the Demised
Premises to Lessee, Lessee shall be entitled to construct on the Demised Premises all
structures, buildings or other improvements, including the Minimum Improvements, as
agreed upon by the Lessor and Lessee (the "Improvements"). Lessor shall have the
right, in its reasonable discretion, to approve the design, appearance and quality of any
such Improvements, which approval shall not be unreasonably withheld or delayed. It
shall be unreasonable for Lessor to withhold such consent if such design, appearance
and quality are generally compatible with other such buildings in the area. All
improvements presently on the Demised Premises and all Improvements hereafter
constructed on the Demised Premises are and shall be the property of Lessee during
the continuance of the term of this Lease and no longer. Upon any termination of this
Lease, by reason of any cause whatsoever, if the Improvements or any part thereof
shall then be on the Demised Premises, all of Lessee's right, title, and interest therein
shall cease and terminate, and title to the Improvements shall vest in Lessor, and the
Improvements or the part thereof then within the Demised Premises shall be
surrendered by Lessee to Lessor. No further deed or other instrument shall be
necessary to confirm the vesting in Lessor of title to the Improvements. However, upon
any termination of this Lease, Lessee, upon request of Lessor, shall execute,
acknowledge, and deliver to Lessor a deed confirming that all of Lessee's right, title,
and interest in or to the Improvements has expired, and that title to the Improvements
has vested in Lessor.
ARTICLE IV
ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST
4.1 Lessee's riaht to encumber leasehold interest. Lessee shall not
encumber by mortgage, deed of trust, or other proper instrument, its leasehold interest
and estate in the Demised Premises, or any Improvements on the Demised Premises,
as security for any indebtedness of Lessee, without the prior written consent of Lessor
in Lessor's sole discretion. Lessee expressly acknowledges that Lessor has no
obligation whatsoever to approve any such encumbrance.
4.2 Notice to holder of encumbrance: riaht of holder to cure Lessee's
default. If Lessee shall as provided in Par. 4.1 encumber its leasehold interest and
estate in the Demised Premises and if Lessee, or the holder of the indebtedness, its
successors and/or assigns (the "Holder") secured by the encumbrance shall give notice
to Lessor of the existence of the encumbrance and the address of the Holder, then
Lessor will mail or deliver to the Holder, at such address, a duplicate copy of all notices
in writing which Lessor may, from time to time, give or serve on Lessee under and
pursuant to the terms and provisions of this Lease. The copies shall be mailed or
delivered to the Holder at, or near as possible to, the same time the notices are given to
or served on Lessee. The Holder may, at its option, at any time before the rights of
Lessee shall be terminated as provided in this Lease, pay any of the rents due under
this Lease or pay any taxes and assessments, or do any other act or thing required of
Lessee by the terms of this Lease, or do any act or thing that may be necessary and
4
proper to be done in the observance of the covenants and conditions of this Lease or to
prevent the termination of this Lease, provided, however, that the doing of any act or
thing requiring possession of the Demised Premises shall be subject to the further
rights of Holder as set forth in Section 15.2. All payments so made and all things so
done and performed by the Holder shall be effective to prevent a foreclosure of the
rights of Lessee thereunder as the same would have been if done and performed by
Lessee.
ARTICLE V
TAXES
5.1 Real Estate Taxes. Lessee agrees to pay as additional rent an amount
equal to real estate taxes upon the real estate of the Demised Premises that become
payable during the term hereof. Lessee shall further provide to Lessor official receipts
of the appropriate taxing authority or other evidence satisfactory to Lessor evidencing
payment thereof.
5.2 Other Taxes and Charaes. Lessee further agrees to pay all other taxes,
rates, charges, levies and assessments, general and special, of every name, nature
and kind, whether now known to the law or hereafter created which may be taxed,
charged, assessed, levied or imposed upon said real estate, any buildings or
improvements thereon which may be taxed, charged, assessed, levied or imposed
upon the leasehold estate hereby created and upon the reversionary estate in said real
estate during the term hereof, and all such other taxes, rates, charges, levies and
assessments shall be paid by Lessee as they become due and before they become
delinquent.
5.3 Timelv Payment. Lessee agrees to timely pay all taxes, assessments or
other public charges levied or assessed by lawful authority (but reasonably preserving
Lessee's rights of appeal) against its personal property on the premises, during the
term of this Lease.
5.4 Income Taxes. Nothing herein shall require Lessee to pay any of
Lessor's income taxes, surtaxes, excess profit taxes or any taxes on the rents reserved
to Lessor hereunder.
5.5 Riaht to Contest Taxes. Lessee shall at all times have the right to
contest in good faith, in any proper proceedings, in the name of Lessor if necessary, the
payment or satisfaction of any such taxes, assessments, rates, charges or levies so
agreed to be paid by Lessee, if the validity thereof, or the right to assess or levy the
same against or collect the same from said Demised Premises or improvements, shall
be disputed. Upon the conclusion of any such suit or proceedings, or not less than
three (3) months prior to the date when the right to redeem therefrom expires,
whichever will be the earlier, Lessee will promptly pay and satisfy such disputed tax,
assessment or other charge as finally determined, together with all expenses, costs and
attorneys' fees whatsoever incurred in connection therewith.
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ARTICLE VI
REPAIRS
6.1 Repairs. Lessee shall at all times during the term of this Lease, at
Lessee's own costs and expense, keep the Demised Premises and the Improvements
thereon, and all sidewalks, curbs, and all appurtenances to the Demised Premises, in
good order, condition, and repair, casualties and ordinary wear and tear excepted.
Lessee shall keep and maintain the Demised Premises and all improvements in
superior condition, consistent with other similarly classed operations. Lessee shall
keep the Demised Premises in such condition as may be required by law and by the
terms of the insurance policies furnished pursuant to this Lease, whether or not such
repair shall be interior or exterior, and whether or not such repair shall be of a structural
nature. Upon reasonable notice to Lessee, Lessor may, at its discretion, conduct an
annual inspection of the Demised Premises to determine Lessee's compliance with this
Article VI.
ARTICLE VII
COMPLIANCE WITH LAW
7.1 Compliance with Law. During the term of this Lease, Lessee shall
comply with all applicable laws applicable to Lessee's use of the Demised Premises,
the breach of which might result in any penalty on Lessor or forfeiture of Lessor's title to
the Demised Premises.
7.2 Waste. Lessee shall not commit waste on the Demised Premises except
as necessary for the removal or construction of any buildings and Improvements on the
Demised Premises, but shall not be liable for any damages to or destruction of any
buildings or improvements on the Demised Premises, nor be required to repair or
rebuild the buildings or Improvements.
ARTICLE VIII
ALTERATIONS
8.1 Alterations. Lessee shall have the right, at Lessee's expense, from time
to time during the term of this Lease to make such alteration, addition, or modification
to the Demised Premises or the improvements thereon as shall be agreed upon it
writing by Lessor and Lessee.
ARTICLE IX
USE OF DEMISED PREMISES
9.1 Use of Demised Premises. The Demised Premises shall be used only for the
purpose of Lessee creating and operating an expansion of the National Mississippi
River Museum & Aquarium including a new museum which would be a compliment to
6
the existing National Mississippi River Museum & Aquarium and for such other
purposes as described in the Proposal for a Development Agreement Leading to a
Lease between the City of Dubuque and the Dubuque County Historical Society For
Adaptive Reuse of the Adams Company Building and Site dated October 2005.
Lessee's failure to use the Demised Premises for a purpose authorized by this Lease
for any consecutive twelve-month period shall constitute an act of default. Lessee will
not use or allow the Demised Premises or any buildings or Improvements thereon or
any appurtenances thereto, to be used or occupied for any unlawful purpose or in
violation of any certificate of occupancy. Lessee will not suffer any act to be done or
any condition to exist within the Demised Premises or in any Improvement thereon, or
permit any article to be brought therein, which may be dangerous, unless safeguarded
as required by law, or which may, in law, constitute a nuisance, public or private, or
which may make void or voidable any insurance in force with respect thereto.
ARTICLE X
INSURANCE
10.1 Insurance Reauired. Lessee shall at all times during the term of this
Lease maintain insurance on the Demised Premises of the following character:
A. Insurance against loss or damage by fire and other risks and perils
including mechanical breakdown from time to time included in the special perils form,
under the standard building and contents form or a builder's risk form, in an amount
subject to the approval of Lessor and equal to not less than 100% of the cost of the
replacement of the Demised Premises and the Improvements, (exclusive of the costs of
excavation, foundations, and footings below the lowest floor). Upon completion of the
Improvements, Lessee shall procure permanent insurance subject to Lessor's approval
at 100% of the cost of the replacement of the Demised Premises and the
Improvements on a special perils form under a standard building and contents policy.
Lessee shall obtain an agreed amount endorsement on all such policies.
B. Insurance as set forth in the Lessor's standard Insurance Schedule for
Lessees of City Property, as such uniform, standardized schedule may from time to
time be amended. The current Insurance Schedule is attached to this Lease Agreement
as Insurance Schedule A. Lessor shall provide written notice of any amendment to the
Insurance Schedule not less than sixty days prior to the effective date of such
amendment. If within such sixty-day period, Lessee provides to Lessor a written
objection to such amendment, Lessor and Lessee shall first attempt to mutually agree
upon the terms of such amendment. If Lessor and Lessee are unable to mutually agree
upon the terms of such amendment within thirty days after the date of Lessee's
objection, Lessor and Lessee shall each designate an insurance representative and the
two insurance representatives shall mutually agree upon a third insurance
representative. The three insurance representatives shall then determine whether the
terms of the amendment to the Insurance Schedule are commercially reasonable. If the
insurance representatives determine that the terms of the amendment are commercially
reasonable, the amendment to the Insurance Schedule shall take effect. In the event
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the insurance representatives determine the terms of the amendment are not
commercially reasonable, the amendment to the Insurance Schedule shall not take
effect.
10.2 Qualified Companv. Such insurance as required in paragraph A shall be
written with companies legally qualified to write such insurance in the State of Iowa and
such insurance shall name Lessee as the named insured and shall included Lessor as
an insured as titleholder and loss payee of the Demised Premises.
Lessor shall not be required to prosecute any claim against any insurer or to
contest any settlement proposed by any insurer, provided that Lessee may, at its cost
and expense, prosecute any such claim or contest any such settlement, and in such
event Lessee may bring any such prosecution or contest in the name of Lessor,
Lessee, or both, and Lessor shall cooperate with Lessee and will join therein at
Lessee's written request upon receipt by Lessor of an indemnity from Lessee against all
costs, liabilities, and expenses in connection with such cooperation, prosecution, or
contest.
10.3 Deliverv of Policies or Certificates. Lessee shall deliver to Lessor at the
time of the execution and delivery of this Lease the original or duplicate policies or
certificates of insurers satisfactory to Lessor evidencing all the insurance which is then
required to be maintained by Lessee hereunder, and Lessee shall, within 30 days prior
to the expiration of any such insurance, deliver other original or duplicate policies or
other certificates of the insurers evidencing the renewal of such insurance. Should
Lessee fail to effect, maintain, or renew any insurance provided for herein, or to pay the
premium therefor, or to deliver to Lessor any of such policies or certificates, Lessor, at
its option, but without obligation so to do, may procure such insurance, and any sums
expended by it to procure such insurance shall be additional rent hereunder and shall
be repaid by Lessee within 30 days following the date on which demand therefor shall
be made by Lessor. Such insurance policy(ies) shall contain a provision that such
policy(ies) shall not be canceled or reduced in scope without thirty (30) days prior
written notice to Lessor.
10.4 Release and Waiver of Recoverv. Each party shall look first to any
insurance in its favor before making any claim against the other party for recovery for
loss or damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Lessor and
Lessee each hereby releases and waives all right of recovery against the other or
anyone claiming through or under each of them by way of subrogation or otherwise.
The foregoing release and waiver shall be in force only if both releasors' insurance
policies contain a clause providing that such a release or waiver shall not invalidate the
insurance, and also provided that such policies can be obtained without additional
premiums. Lessee acknowledges that Lessor will not carry insurance on Lessee's
furniture and/or furnishings or any trade fixtures or equipment, improvements, or
appurtenances removable by Lessee or Lessee's leasehold improvements and agrees
that Lessor will not be obligated to repair any damage thereto or replace the same.
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10.5 Notice of Damaae: Repairs. Lessee agrees to notify Lessor immediately
in the case of damage exceeding $500,000.00 in amount to, or destruction of,
Improvements or any portion thereof resulting from fire or other casualty. Net proceeds
of any such insurance ("Net Proceeds"), shall be paid directly to Lessee as its interests
may appear. Lessee shall forthwith repair, reconstruct and restore the Improvements to
substantially the same or an improved condition or value as they existed prior to the
event causing such damage and, to the extent necessary to accomplish such repair,
reconstruction and restoration, Lessee will apply the Net Proceeds of any insurance
relating to such damage received by Lessee to the payment or reimbursement of the
costs thereof, subject, however, to the terms of any mortgage encumbering title to the
Improvements (as its interests may appear). Lessee shall complete the repair,
reconstruction and restoration of the Improvements whether or not the Net Proceeds of
insurance received by Lessee for such purposes are sufficient.
ARTICLE XI
LESSOR'S WARRANTIES AND REPRESENTATIONS
11.1 lessor's Representation Of Good Title. Lessor covenants and
warrants that its is lawfully seized in fee simple of the Demised Premises, and that it
has full right and authority to enter into this Lease for the full term hereof, and
covenants and agrees that upon paying the rent provided for herein, and upon Lessee's
performing the covenants and agreements of this Lease required to be performed by
said Lessee, that it will have, hold and enjoy quiet possession of the Demised
Premises. Lessor warrants to Lessee that the Demised Premises are properly zoned
for the conduct of the operation of Lessee's business.
11.2 Prior Hazardous Substances. Lessor covenants and agrees that Lessee
shall have no responsibility for or liability arising from any Hazardous Substance which
was in, on or about the Demised Premises prior to the commencement date of this
Lease ("Prior Hazardous Substances") or which leach or migrate upon the Demised
Premises from any property owned by Lessor or their affiliates ("Lessor Hazardous
Substances").
11.3 Hazardous Substances. For purposes of this Lease, "Hazardous
Substance" or "Hazardous Substances" means any hazardous or toxic substance,
material or waste which is or becomes regulated by any local government, the State of
Iowa or the United States Government. It includes, without limitation, any material or
substance that is (i) defined as a "hazardous substance" or "hazardous waste" under
Chapter 4558, Iowa Code, (ii) petroleum and petroleum products, (iii) asbestos, (iv)
designated as a "hazardous substance" pursuant to Section 311 of the Federal Water
Pollution Control Act (33 U.S.C. 31321), (v) defined as a "hazardous waste pursuant to
31004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 36901 et
seq., (vi) defined as a "hazardous substance" pursuant to 3101 of the Comprehensive
Environmental Response, Compensation and Liability Act, U.S.C. 39601 et seq., or (vii)
9
defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal
Act (Regulation of Underground Storage Tanks), 42 U.S.C. ~6991 et seq.
ARTICLE XII
LESSEE'S WARRANTIES AND REPRESENTATIONS
12.1 Lessee Compliance With Law.
A. Lessee shall comply with all applicable local, state and federal laws, rules,
regulations and permits with regard to the Demised Premises and its use, occupancy
and control of the Demised Premises.
B. Lessee shall be responsible for obtaining any and all applicable permits,
licenses or authorizations as may be necessary for Lessee's use, occupancy and
control of the Demised Premises.
12.2 Environmental Matters.
A. Lessee covenants and agrees that Lessor shall have no responsibility for
or liability arising from any release of a Hazardous Substance which is caused by
Lessee or its agents or invitees or which occurs during the term of this Lease, unless
otherwise specified herein. Notwithstanding any other provision of this Lease, Lessor
agrees that Lessee shall not have any responsibility for any Pre-Existing Condition (as
defined below) nor shall Lessor seek indemnification from Lessee for any such Pre-
Existing Condition. There is a rebuttable presumption that any Hazardous Substances
found on the Demised Premises were not deposited by Lessee and are a Pre-Existing
Condition. A pre-existing condition ("Pre-Existing Condition") shall be defined as (i) any
Hazardous Substances found on the Demised Premises which were not deposited by
Lessee or its agents or invitees on the Demised Premises, (ii) any Hazardous
Substances on the Demised Premises prior to the Initial Term of this Lease, and (iii)
any Hazardous Substances which leach or migrate on to the Demised Premises from
any adjoining properties, including properties owned by the Lessor.
B. Lessee agrees to provide immediate notice to the Lessor of any claims by
any party which arise out of or are related to Pre-Existing Conditions on the Demised
Premises. Upon receipt of such notice, to the extent allowed by law, the Lessor agrees
to defend, hold harmless and indemnify Lessee for costs and expenses associated with
responding to any such claims which arise out of or are directly related to Pre-Existing
Conditions on the Demised Premises. Failure of the Lessee to provide notice to Lessor
as required hereunder shall nullify the obligation of Lessor to defend, hold harmless and
indemnify Lessee.
C. Lessee covenants and agrees to promptly notify Lessor of any release of
Hazardous Substance in, on or about the Demised Premises of which Lessee has
actual knowledge.
10
D. Lessee covenants and agrees to promptly take any and all necessary and
appropriate response to address any release of Hazardous Substance for which
Lessee is responsible under this Lease. Such response shall include, without limitation,
notification to appropriate governmental authorities, as may be required by law.
E. Lessee covenants and agrees to not manufacture, treat or dispose of
Hazardous Substances at the Demised Premises or knowingly allow the manufacture,
treatment, or disposal of Hazardous Substances same on the Demised Premises.
F. Lessor has provided Lessee with environmental assessment reports
regarding Lessor's knowledge of the condition of the Premises and Lessee agrees to
conduct its activities on and about the Premises in a manner so as not to exaccerbate
any environmental condition identified in the environmental reports.
G. Lessee agrees that prior to the commencement of any excavation,
intrusion into, and/or disturbance of the soil or subsurface, hereinafter "Subsurface
Activities," of the Demised Premises, Lessee shall notify Lessor in writing of the location
and nature of such Subsurface Activity not less than 60 days prior to the
commencement of such Subsurface Activity. During the period of 60 days after such
notice, Lessor shall have access and authority to conduct, at Lessor's expense, such
assessment and/or testing as Lessor deems necessary and appropriate. If, based
upon such assessment and/or testing, Lessor determines that the Subsurface Activity
at such location would result in the presence, release, discharge, spillage, seepage or
filtration of any contamination on, in, over, at or below the Demised Premises, including
but not limited to hydrocarbon, chemical, pesticide, toxic, hazardous, soil, groundwater,
regulated or other contamination or substances, hereinafter "Contamination," required
by any environmental law, statute, order, regulation or ordinance (including but not
limited to the Comprehensive Environmental Response, Compensation and Liability
Act), hereinafter "Environmental Laws," to be addressed, or interfere with or made more
costly any environmental response action on or about the Premises, Lessor shall so
notify Lessee and Lessee shall not excavate at such location unless Lessee agrees that
it pay all of the costs of any and all necessary and appropriate response to the
Contamination. If Lessor determines that the location and nature of any Subsurface
Activity, as indicated on a site plan submitted for approval, would result in
Contamination required by Environmental Laws to be addressed, Lessor shall have the
right to disapprove any Subsurface Activity.
H. Lessee agrees and hereby authorizes Lessor and/its agents or contractors
access to the Premises to for the purposes of conducting environmental assessments
and response activities as may be necessary and/or required by regulatory agencies
and/or environmental laws, regulations and orders.
ARTICLE XIII
INDEMNIFICATION
II
13.1 Release and Indemnification Covenants.
A. Lessee releases Lessor and the governing body members, officers, agents,
servants and employees thereof (hereinafter, for purposes of this Section, the
"Indemnified Parties") from, covenants and agrees that the Indemnified Parties shall not
be liable for, and agrees to indemnify, defend and hold harmless the Indemnified
Parties against, any loss or damage to property or any injury to or death of any person
occurring at or about or resulting from any defect on the Leased Premises or in the
Improvements.
B. Except for any gross negligence, willful misrepresentation or any willful or
wanton misconduct or any unlawful act of the Indemnified Parties, Lessee agrees to
protect and defend the Indemnified Parties, now or forever, and further agrees to hold
the Indemnified Parties harmless, from any claim, demand, suit, action or other
proceedings whatsoever by any person or entity whatsoever arising or purportedly
arising from (1) any violation of any agreement or condition of this Lease (except with
respect to any suit, action, demand or other proceeding brought by Lessor against
Lessee based on an alleged breach of any representation, warranty or covenant of
Lessor under this Lease and/or to enforce its rights under this Lease), or (2) the
acquisition, construction, installation, ownership, and operation of the Improvements, or
(3) the condition of the Demised Premises and any hazardous substance or
environmental contamination located in or on the Demised Premises, occurring after
Lessee takes possession of the Property.
C. The Indemnified Parties shall not be liable to Lessee for any damage or injury
to the persons or property of Lessee or its officers, agents, servants or employees or
any other person who may be on, in or about the Demised Premises or Improvements
due to any act of negligence of any person, other than any act of negligence on the part
of any such Indemnified Party or its officers, agents, servants or employees.
D. All covenants, stipulations, promises, agreements and obligations of Lessor
contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of Lessor, and not of any governing body member, officer,
agent, servant or employee of Lessor in the individual capacity thereof.
E. The provisions of this Section shall survive the termination of this Lease.
13.2 Compliance with Laws. Lessee shall comply with all laws, rules and
regulations relating to its businesses, other than laws, rules and regulations the failure
to comply with which or the sanctions and penalties resulting therefrom, would not have
a material adverse effect on the business, property, operations, financial or otherwise,
of Lessee.
ARTICLE XIV
CONDEMNATION
12
14.1 Entire Condemnation. If at any time during the term of this Lease all
or substantially all of the Demised Premises or the improvements thereon shall be
taken in the exercise of the power of eminent domain by any sovereign, municipality, or
other public or private authority, then this Lease shall terminate on the date of vesting of
title in such taking and any prepaid rent shall be apportioned as of said date.
Substantially all of the Demised Premises and the improvements thereon shall be
deemed to have been taken if the remaining portion of the Demised Premises shall not
be of sufficient size to permit Lessee to operate its business thereon in a manner
similar to that prior to such taking.
14.2 Allocation of Award. Any award for such taking of all or substantially
all of the Demised Premises shall be paid to the parties hereto in accordance with the
following:
A. To Lessor, the amount of the award attributable to the Demised
Premises, determined as if this Lease was not in effect at the time of such award,
excluding therefrom the amount of the award attributable to the improvements, and all
other sums not directly attributable to the value of the Land constituting the Demised
Premises.
B. To Lessee, the entire award except that portion allocated to Lessor
above, including but not limited to, the value of the improvements plus any other
amount assessed for Lessee.
14.3 Partial Condemnation. If less than all or substantially all of the
Demised Premises or the improvements thereon shall be taken in the exercise of the
power of eminent domain by any sovereign, municipality, or other public or private
authority, then Lessee, at its option, may elect to continue this Lease in full force and
effect or terminate this Lease. If Lessee shall elect to maintain this Lease in full force
and effect, the entire award for such partial condemnation shall be paid over to Lessee,
and Lessee shall proceed with reasonable diligence to carry out any necessary repair
and restoration so that the remaining improvements and appurtenances shall constitute
a complete structural unit or units which can be operated on an economically feasible
basis under the provisions of this Lease. In the event Lessee elects to continue this
Lease in full force and effect after a partial condemnation, there shall be no abatement
in the Basic Rent Lessee is required to pay hereunder.
Should Lessee elect to terminate this Lease upon a partial condemnation,
Lessee shall provide Lessor with written notice of such election within thirty (30) days
after the date of vesting of title for such taking. Lessee shall specify in such written
notice the date on which this Lease shall terminate, which date shall be not less than 60
days nor more than 360 days after delivery of such notice to Lessor (the Termination
Date). In the event Lessee terminates this Lease, as provided for in this Article 13.3,
Lessee shall be entitled to the entire award for such partial taking.
13
14.4 Temporary Takina. If the temporary use of the whole or any part of the
Demised Premises or the Improvements thereon or the appurtenances thereto shall be
taken at any time during the term of this Lease in the exercise of the power of eminent
domain by any sovereign, municipality, or other authority, the term of this Lease shall
not be reduced or affected in any way, and Lessee shall continue to pay in full the rent,
additional rent, and other sum or sums of money and charges herein reserved and
provided to be paid by Lessee, and the entire award for such temporary taking shall be
paid to Lessee. Lessee shall repair and restore any and all damage to the Demised
Premises and the improvements as soon as reasonably practicable after such
temporary taking.
14.5 Effect of Takina. If any taking renders the construction of the meeting
and entertainment center or hotel impossible, any financial penalties set forth in Section
1.3 (regarding the meeting and entertainment center) or Section 24.5 (regarding the
hotel) shall not be applicable.
ARTICLE XV
ASSIGNMENT AND SUBLETTING
15.1 Assianment and Sublettina. This Lease may not be assigned by Lessee.
ARTICLE XVI
DEFAULT
16.1. Lessor's Riahts in the Event of Lessee's Default. If Lessee shall fail or
neglect to observe, keep, or perform any of the covenants, terms, or conditions
contained in this Lease on its part to be observed, kept, or performed, and the default
shall continue for a period of one hundred twenty (120) days after written notice from
Lessor setting forth the nature of Lessee's, then and in any such event, Lessor shall
have the right at its option, on written notice to Lessee, to terminate this Lease and all
rights of Lessee under this Lease shall then cease. Lessor, without further notice to
Lessee, shall have the right immediately to enter and take possession of the Demised
Premises with or without process of law and to remove all personal property from the
Demised Premises and all persons occupying the Demised Premises and to use all
necessary force therefor and in all respects to take the actual, full, and exclusive
possession of the Demised Premises and every part of the Demised Premises as of
Lessor's original estate, without incurring any liability to Lessee or to any persons
occupying or using the Demised Premises for any damage caused or sustained by
reason of such entry on the Demised Premises or the removal of persons or property
from the Demised Premises. Notwithstanding anything else contained herein, if a
default is not susceptible of being cured with diligence within one hundred twenty (120)
days, the time within which Lessee has to cure the same shall be extended for such
period as may be necessary to complete the same with all due diligence.
16.2. Riahts of Holder of Encumbrance in Event Lessee Defaults. If Lessee fails
or neglects to observe, keep, or perform any of the covenants, terms, or conditions
]4
contained in this Lease on its part to be observed, kept, or performed, the holder of any
indebtedness secured by an encumbrance on the leasehold estate under this Lease
(the "Holder") shall have thirty (30) days after receipt of written notice from Lessor
setting forth the nature of Lessee's default and a reasonable time thereafter if it shall
have commenced foreclosure or other appropriate proceedings in the nature thereof
within such thirty (30) days and is diligently prosecuting such proceedings, within which
to endeavor to make good or remove the default or cause for termination of the Lease.
All right of Lessor to terminate this Lease on the failure or neglect of Lessee to observe,
keep, and perform the covenants, terms, and conditions of this Lease, is, and shall
continue to be, at all times prior to payment in full of the indebtedness to the Holder of
Lessee, subject to, and conditioned on, Lessor having first given the Holder written
notice thereof and the Holder having failed to cause the default or cause for termination
to be made good or removed within thirty (30) days after receiving written notice of
default or cause for termination or within a reasonable time thereafter if it shall have
commenced foreclosure or other appropriate proceedings in the nature of foreclosure
within such thirty (30) days and is diligently prosecuting such proceedings. In the event
that the Lease is terminated due to the Lessee's bankruptcy, insolvency or other
proceedings, and in the event the Holder has complied with the terms of this Section
15.2, then Lessor at Holder's option, shall enter into a new lease with Holder or the
successful bidder at foreclosure on the same terms as this Lease, for the term then
remaining, and specifically preserving all unexercised options. In the event Lessor takes
possession of the Demised Premises as specified herein and subsequently sells or
leases any portion thereof, Lessee shall be entitled to the proceeds from such sale or
lease of the building and its improvements over and above the amount of Lessor's
investment in the Demised Premises and any costs associated with such sale but in no
event shall the proceeds to Lessee exceed Lessee's investment in the building and its
improvement.
ARTICLE XVII
RIGHT TO CURE OTHER'S DEFAULTS
17.1 Riaht to Cure Other's Defaults. Whenever and as often as a party shall
fail or neglect to comply with and perform any term, covenant, condition, or agreement
to be complied with or performed by such party hereunder, then, upon thirty (30) days'
prior written notice to such defaulting party, the other party, at such other party's option,
in addition to all other remedies available to such other party, may perform, or cause to
be performed, such work, labor, services, acts, or things, and take such other steps,
including entry onto the Demised Premises and the Improvements thereon, as such
other party may deem advisable, to comply with and perform any such term, covenant,
condition, or agreement which is in default, in which event such defaulting party shall
reimburse such other party upon demand, and from time to time, for all costs and
expenses suffered or incurred by such other party in so complying with or performing
such term, covenant, condition, or agreement. The commencement of any work or the
taking of any other steps or performance of any other act by such other party pursuant
to the immediately preceding sentence shall not be deemed to obligate such other party
15
to complete the curing of any term, covenant, condition, or agreement which is in
default.
ARTICLE XVIII
QUIET ENJOYMENT
18.1 Quiet Eniovment. Lessor covenants that at all times during the term of
this Lease, so long as Lessee is not in default hereunder, Lessee's quiet enjoyment of
the Demised Premises or any part thereof shall not be disturbed by any act of Lessor,
or of anyone acting by, through, or under Lessor.
ARTICLE XIX
WAIVER
19.1 Waiver of Breach. No waiver by Lessor of any breach by Lessee of any
term, covenant, condition, or agreement herein and no failure by Lessor to exercise any
right or remedy in respect of any breach hereunder, shall constitute a waiver or
relinquishment for the future of any such term, covenant, condition, or agreement or of
any subsequent breach of any such term, covenant, condition, or agreement, nor bar
any right or remedy of Lessor in respect of any such subsequent breach, nor shall the
receipt of any rent, or any portion thereof, by Lessor, operate as a waiver of the rights
of Lessor to enforce the payment of any other rent then or thereafter in default, or to
terminate this Lease, or to recover the Demised Premises, or to invoke any other
appropriate remedy which Lessor may select as herein or by law provided.
ARTICLE XX
SURRENDER
20.1 Surrender of Demised Premises. Lessee shall, on the last day of the
term of this Lease or upon any termination of this Lease hereof, surrender and deliver
up the Demised Premises, with the Improvements then located thereon into the
possession and use of Lessor, without fraud or delay and in good order, condition, and
repair, free and clear of all lettings and occupancies, free and clear of all liens and
encumbrances other than those existing on the date of this Lease and those, if any,
created by Lessor, without (except as otherwise provided herein) any payment or
allowance whatever by Lessor on account of or for any buildings and Improvements
erected or maintained on the Demised Premises at the time of the surrender, or for the
contents thereof or appurtenances thereto. At Lessor's option, Lessor and Lessee shall
agree to jointly remove any or all of the Improvements located on the Demised
Premises. Provided, however, that Lessee's Trade Fixtures, personal property, and
other belongings of Lessee or of any sublessee or other occupant of space in the
Demised Premises shall be and remain the property of Lessee, and Lessee shall have
thirty days after the expiration of the term of this Lease to remove the same.
16
ARTICLE XXI
MEMORANDUM OF LEASE
21.1 Memorandum of Lease. Each of the parties hereto will, promptly upon
request of the other, execute a memorandum of this Lease in form suitable for
recording setting forth the names of the parties hereto and the term of this Lease,
identifying the Demised Premises, and also including such other clauses therein as
either party may desire, except the amounts of Basic Rent payable hereunder.
ARTICLE XXII
NOTICES
22.1 Notices. All notices, demands, or other writings in this Lease provided to
be given or made or sent, or which may be given or made or sent, by either party to the
other, shall be deemed to have been fully given or made or sent when made in writing
and deposited in the United States mail, registered and postage prepaid, and
addressed as follows:
TO LESSOR:
City of Dubuque, Iowa
TO LESSEE:
Dubuque County Historical Society
22.2 Chanae of Address. The address to which any notice, demand, or other
writing may be given or made or sent to any party as above provided may be changed
by written notice given by the party as above provided.
ARTICLE XXIII
MISCELLANEOUS
23.1 Time of the Essence. Time is of the essence of this Lease and all of its
provisions.
23.2 Governina Law. It is agreed that this Lease shall be governed by,
construed, and enforced in accordance with the laws of the State of Iowa.
23.3 Attornev Fees. In the event that any action is filed in relation to this
Lease, the unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for the
successful party's attorney fees.
]7
23.4 Paraaraph Headinas. The titles to the paragraphs of this Lease are
solely for the convenience of the parties and shall not be used to explain, modify,
simplify, or aid in the interpretation of the provisions of this Lease.
23.5 Modification of Aareement. Any modification of this Lease or additional
obligation assumed by either party in connection with this Lease shall be binding only if
evidenced in a writing signed by each party or an authorized representative of each
party.
23.6 Parties Bound. This Lease shall be binding on and shall inure to the
benefit of and shall apply to the respective successors and assigns of Lessor and
Lessee. All references in this Lease to "Lessor" or "Lessee" shall be deemed to refer to
and include successors and assigns of Lessor or Lessee without specific mention of
such successors or assigns.
23.7 Force Maieure. In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason
of strikes, lockouts, labor troubles, unavailability or excessive price of fuel, power
failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous
conditions, fire, weather or acts of God, or by reason of any other cause beyond the
exclusive and reasonable control of the party delayed in performing work or doing acts
required under the terms of this Lease, then performance of such act shall be excused
for the period of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed
as of the day and year first above written.
LESSOR:
[SEAL]
CITY OF DUBUQUE, IOWA
Attest:
By:
LESSEE:
DUBUQUE COUNTY HISTORICAL SOCIETY
Attest:
By:
18
EXHIBIT "A"
LEGAL DESCRIPTION OF DEMISED PREMISES
Lot 1 in Adams Company's 2nd Addition, in the City of Dubuque, Iowa, according
to the recorded Plat thereof
]9
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NORTH
LOT 1 ADAMS COMPANY
2ND ADDITION
EXHIBIT A-1
GRAPHIC SCALE
150 75 0 75 150
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DRAWING MAY HAVE BEEN REDUceD
1 INCH = 150 FEET
EXHIBIT A-1
PARCEL SECTION
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Exhibit B
Plan for the Development of the Demised Premises
I. Required Minimum Improvements
1. RiverMax . A Large Format Film Theater - Minimum cost of $5 million,
anticiated cost of $8 million.
A large screen theater building will be constructed adjacent to the Adams
Company structure to tell the story of the rivers of America and how those rivers
and people have shaped America.
. The entry provides a place for people to purchase tickets and be oriented
to the new center. It includes ticketing/orientation to the site, lobby,
coatroom, restrooms, and entry to exhibits, theaters, gift shop, and food
service.
. A powerful and compelling tribute to the accomplishments of the people of
America Rivers with environmental emphasis as well. Current plans are
that this theater would use digital technology and be equipped for 3-D
films as well.
. A rotating schedule of other films on related topics which could be
programmed during evenings or as a second showing each day.
. Seating capacity - 150 - 250 people
2. Redevelopment of Adams Co. Building suitable for placement of exhibits
and to welcome the public inside. Minimum cost $3 million.
II. Planned But Not Required Improvements
1. Children's Splash Zone Museum
. Interactive play exhibits with educational emphasis will provide a hands-on
children's museum with a water theme.
. These children's exhibits will provide a place for children to interact with
each other and with their families.
2. Rivers to the Sea Galleries
. Exhibit space can accommodate 3 or 4 different exhibits that are
changeable on a rotating basis.
. Guests explore artifacts, inter-actives, images, live animals, flow tables,
touch screens, models, mini theaters, and other exhibits.
. The National Rivers Hall of Fame exhibits will provide more information
about the significant people in American river history who made their
history on our rivers.
. The rivers of America, their watersheds, their cultural and ecological
stories, the people, and their connection to the sea.
20
. Rivers of the World - a changeable gallery which provides a focus on one
particular river of the world or several at once.
3. National River Research and Conservation Center
. This will be a research center that seeks to reduce nutrient loading,
understand sediment flow, and increase understanding of habitat
preservation. Some research and conservation efforts will also continue
within the confines of National Mississippi River Museum & Aquarium
. Collaborating with federal and state agencies, the Museum will continue to
work with threatened and endangered animals such as mussels, mud
puppies, salamanders, frogs and other species which will conserved to
increase their populations
. Exhibits will be created to let the public know the research that is
underway at the Museum and at related sites
4. Changing Exhibit Galleries
a. These galleries will host changing exhibits from other major museums
b. The new museum will also create exhibits which will be shared with the 58
museums in the Great River Road network of museums headquartered at
Dubuque as well as exhibits for Coastal America Coastal Ecosystem
Learning Centers
c. These galleries can also host exhibits about rivers of the world.
5. A National Education and Outreach Program for the Mississippi River,
the Rivers of America, and Coastal Waters
. The museum will be a leader in national awareness of rivers and
environment
. The museum will collaborate with and be a leader among national and
regional river focused organizations, both environmental and commercial
6. Outdoor Areas
. An outdoor amphitheater will provide outdoor educational presentations to
large groups
. The outdoor space will include a shallow water area for safe canoeing,
boating, and interactive water experiences
II. Development and Construction Schedule
A. Work to Date
Completed to date by City:
Relocating the Adams Company
Phase 1 environmental study
Phase 2 environmental study
21
Completed to date by Dubuque County Historical Society
COST
Community meeting
Participation on Dubuque initiatives ideas meeting
Initial Engineering survey
Exhibit Master Plan and concept sketches
Narrative themes and research by Museum staff
Visual Perspective Drawing
Operational Feasibility Study for Museum
Research Science Advisory Panel
Research and Conservation Work
Eco-Tours Feasibility Study
Total by Historical Society
B. By June 30, 2006
Society:
August, 2004
completed
completed
completed
in process
completed
assembled
begun
completed
$ 798
$24,776
$25,000
$ 4,000
$27,046
$ 3,000
$10.000
$94,620
An architectural and engineering team will be hired by the Society with the sole source
of funds being the Society.
The Society has permission to investigate the possibility of asbestos within the building,
take core samples to examine the floor composition and other examinations as needed
for proper study of existing conditions.
Funding application submitted to National Science Foundation in range of $2 million
($1.5 million applicable to this project)
Funding application submitted to Dubuque Racing Association Futures fund.
Fund raising counsel hired to assist with case book and outline feasibility study$10,000
Case Statement drafted/published describing the proiect $ 8,000
Regular contact with Federal Government to explore funding opportunities
Regular contact with State Government to explore funding opportunities
Hiring, initial work of architectural and engineering team for new museum$10,000
Hiring, initial work of exhibit design team for new museum and program $10,000
22
Plans for partial demolition and remodeling completed bySociety with sole source of
City funds being the existing EDA grant with the Society providing the reqired local
match and any other needed funds.
General Comment: This design work assumes that the following are probable steps for
adaptive reuse, subject to the budget outlined below and the recommendations of the
architectural and engineering team:
Remove gantries, cranes and other equipment, interior offices, except rest rooms
and except associated plumbing and electrical.
Remove existing roof
Install new roof with insulation
Smooth out concrete floor
Re-clad, paint, and/or build out in areas to change exterior appearance
Install or repair sprinkler system
Stud out interior walls
Add electrical as needed
Add plumbing as needed
Insulate, drywall, paint interior walls
Install HVAC
Add provision for museum lighting as needed for exhibits.
Fund raising feasibility study initiated
$25,000
Contact with 25 potential advanced donors
Minimum of 4 grants written and submitted
Regular contact with Federal Government to explore funding opportunities
Regular contact with State Government to explore funding opportunities
Schematic design continues for building
$70,000
Schematic design continues for exhibits and program, includes script
development, artifact selection, etc.
$70,000
By City:
23
Demolition completed by City, consistent with review by Society, with sole source of
City funds being the existing EDA grant and the match and any other funds provided by
Society.
Partial reconstruction of roof, siding. floor, and/or other
elements - with review by Society and the match and any other funds provided by
Society.
Total by City(EDA Grant) $300,000
Match by Society
$200,000
The EDA contract is closed by City
By Society:
Schematic Design for exhibits and program underwav
includes script development, artifact selection, etc
$70,000
$70,000
Schematic design for building underwav
Contact with additional 50 potential advanced donors
Minimum of 4 grants written and submitted
Regular contact with Federal Government to explore funding opportunities
Regular contact with State Government to explore funding opportunities
Total cumulative expenditures by Society as of June 30, 2006
$637,620
c. By September 30, 2006
By Society;
Design Development in progress for building
$100,000
Design Development in progress for exhibits and program.
includes further scripting, movie treatments, etc
$100.000
Follow up contact with 25 potential advanced donors
Leadership phase initiated -contact with 50 potential leadership donors
24
Minimum of 4 grants written and submitted
Regular contact with Federal Government to explore funding opportunities
Regular contact with State Government to explore funding opportunities
Total cumulative expenditures by Society by September 30, 2006 $837,620
D. By December 31,2006
By Society;
Design Development for building underwav
$100,000
$100,000
Design Development for exhibits and programs underway
Leadership phase continues -contact with 50 additional potential leadership donors
General fund raising phase developed - team assembled, materials printed
$40,000
Minimum of 4 grants written and submitted
Regular contact with Federal Government to explore funding opportunities
Regular contact with State Government to explore funding opportunities
Total cumulative expenditures by Society by December 31,2006 $1,077,620
The next phase is the creation of Construction Documents, which will require an
investment by the Society in the range of $600,000. The Society commits to the next
$600,000 phase to develop the construction documents and our vision remains a
minimum of $20 million investment. But, if the Society and City mutually agree that the
project should be phased, then the scope and targeted investment amount for this may
be mutually adjusted.
Society will launch the most aggressive construction project as it can with funds
available. But while we have control over our efforts, we have no control over donors or
government agencies that mayor may not give at the level we anticipate. Depending
on the funding level, Society commits to targeting a $20 million investment and also
commits to full utilization of the site for public access, river research and museum
support services.
25
The first element to be constructed will be the RiverMax Theater and the enclosing of
the attached Adams Company Building. Simultaneously, the inside of the Adams
Company building will be developed with exhibits, river research and conservation and
museum support services.
E. By March 31, 2007
By Society;
Construction documents in progress for building
$150,000
$150,000
Construction documents in progress for exhibits and program
Leadership phase follow up calls -contact with 50 potential leadership donors
General phase launched with mailings, visits
Minimum of 4 grants written and submitted
Regular contact with Federal Government to explore funding opportunities
Regular contact with State Government to explore funding opportunities
Total cumulative expenditures by Society as of March 31, 2007 $1,377,620
F. June 30, 2007
By Society;
Construction documents completed for building
$150,000
$150,000
Construction documents completed for exhibits and program
Scripting, exhibit design, movie storyboards completed
General phase fund raising completed
Minimum of 4 grants written and submitted
Regular contact with Federal Government to explore funding opportunities
Regular contact with State Government to explore funding opportunities
Total cumulative expenditures by Society by June 30, 2007
$1,677,620
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G. By September 30, 2007
By Society;
Project bid
Contracts signed
$10,000
$10,000
Value engineering
Construction begins
Fund raising continues at all levels for next phase
Total cumulative expenditures by Society by September 30,2007 $1,697,620
H. By December 30, 2007
Begin construction.
Fund Raising by Society
Federal fund raising continues
State fund raising continues
By March 31, 2008
By Society
Under ground utility tie in, excavation, deep foundations, concrete foundations,
backfilling and compaction.
Fund Raising by Society
Federal fund raising continues
State fundraising continues
By June 30, 2008
By Society
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Theater superstructure includes: structural steel columns, beams, trusses, concrete &
block walls, canopies,
entrance.
Fund Raising by Society
Federal fund raising continues
State fund raising continues
By September 30, 2008
Adams Co. exterior finishes & enclosure; siding, trim, entries & exits, glazing.
Fund Raising by Society
Federal fund raising continues
State fundraising continues
By December 31,2008
Theater enclosure; roofing, siding, windows, doors, glazing, entries & exits.
Fund Raising by Society
Federal fund raising continues
State fund raising continues
By March 31, 2009
Interior build out of both buildings; elevators, walls, offices, plaster.
Fund Raising by Society
Federal fund raising continues
State fundraising continues
By June 30, 2009
By Society
Commercial/institutional equipment; kitchen & food services, theater equipment, water
pumping & filtration equipment.
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Fund Raising by Society
Lobby furnishings, retail and food service materials, furnishings, fixtures, marketing,
signage, start up
By September 30, 2009
By Society
Finishes & substantial completion; painting, flooring, ceilings, bathrooms, furniture.
Project completion checklists
Final construction billings
Furnishings, fixtures, start up costs
By December 31, 2009
By Society
Perimeter landscaping.
Start up staffing costs
Two additional films and marketing
The Society will committ to $8 million construction by 12/31/09 to construct a large
format theater ($5 million minimum) and refurbish and preapre for exhibits at the Adams
Company ($3 million minimum).
INSURANCE SCHEDULE A
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY
OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
1. All policies of insurance required hereunder shall be with an insurer authorized to do
business in Iowa. All insurers shall have a rating of A or better in the current A.M.
Best Rating Guide.
29
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance
notice of cancellation to the City of Dubuque, except for 10 day notice for non-
payment, if cancellation is prior to the expiration date. This endorsement
supersedes the standard cancellation statement on the Certificate of Insurance.
3. Lessee shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa
for the coverage required in Paragraph 6 below. Such certificates shall include
copies of the following policy endorsements:
a) Commercial General Liability policy is primary and non-contributing.
b) Commercial General Liability additional insured endorsement.
c) Governmental Immunity Endorsements.
4. Each certificate shall be submitted to the contracting department of the City of
Dubuque.
5. Failure to provide minimum coverage shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required
insurance shall be considered a material breach of this agreement.
6. Lessee shall be required to carry the following minimum coverage/limits or greater if
required by law or other legal agreement:
a) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
Products-Completed Operations Aggregate Limit
Personal and Advertising Injury Limit
Each Occurrence Limit
Fire Damage Limit (anyone occurrence)
Medical Payments
$2,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
This coverage shall be written on an occurrence, not a claims made form. Form CG
25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included.
All deviations or exclusions from the standard ISO commercial general liability form
CG 0001, or Business Owners form BP 0002, shall be clearly identified.
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INSURANCE SCHEDULE A (Continued)
INSURANCE REQUIREMENTS FOR TENANTS AND LESSEES OF CITY PROPERTY
OR VENDORS (SUPPLIERS, SERVICE PROVIDERS) TO THE
CITY OF DUBUQUE
Governmental Immunity Endorsement identical or equivalent to form attached.
Additional Insured Requirement:
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 shall be named as an additional
insured on General Liability Policies using ISO endorsement CG 20 26 0704
"Additional Insured - Designated Person or Organization," or it's equivalent. -
See Specimen
b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory for Coverage A
Employers Liability:
Each Accident
Each Employee - Disease
Policy Limit - Disease
$100,000
$100,000
$500,000
c) UMBRELLA EXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABILITY
Coverage to be determined on a case by case basis by Finance Director.
Completion Checklist
D Certificate of Liability Insurance (2 pages)
D Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
D Additional Insured 2026 07 04
D Governmental Immunities Endorsement
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Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
34
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmentallmmunitv. The insurance carrier expressly agrees and
states that the purchase of this policy and the including of the City of Dubuque, Iowa
as an Additional Insured does not waive any of the defenses of governmental
immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4
as it is now exists and as it may be amended from time to time.
2. Claims Coveraqe. The insurance carrier further agrees that this policy of insurance
shall cover only those claims not subject to the defense of governmental immunity
under the Code of Iowa Section 670.4 as it now exists and as it may be amended
from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be
covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunitv. The City of Dubuque, Iowa shall be responsible
for asserting any defense of governmental immunity, and may do so at any time and
shall do so upon the timely written request of the insurance carrier.
4. Non-Denial of Coveraqe. The insurance carrier shall not deny coverage under this
policy and the insurance carrier shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this policy for reasons of governmental
immunity unless and until a court of competent jurisdiction has ruled in favor of the
defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Chanqe in Policv. The above preservation of governmental immunities shall
not otherwise change or alter the coverage available under the policy.
SPECIMEN
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