Giese Co Access Agree Ind CtWMEMORANDUM
February 12, 2002
TO:
FROM:
SUBJECT:
The Honorable Mayor and City Council Members
Michael C. Van Milligen, City Manager
Access Agreement for Giese Properties, LL.C.
Giese Manufacturing, Inc. plans to relocate its current Elm Street manufacturing
operations. They have committed to retaining the current 30 manufacturing jobs and
adding at least 10 new jobs at the new facility. The retail roofing and sheet metal
components of their operation will remain on Kerper Boulevard.
Economic Development Director Bill Baum is recommending approval of an agreement
between the City of Dubuque and Giese Properties, L.L.C. to permit access for site
preparation related to the construction of a new manufacturing facility for Giese
Manufacturing Company, Inc. at the east end of Chavenelle Road in the Dubuque
Industrial Center West, in advance of the March 4 public hearing to consider selling the
property for the development. Should the land sale not close by March 31, Giese would
be required to restore the property to its original condition.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Bill Baum, Economic Development Director
To:
From:
Subject:
CITY OF DUBUQUE, IOWA
MEMORANDUM
February 11, 2002
Michael Van Milligen, City Manager
Bill Baum, Economic Development Director
Access Agreement for Giese Properties, L.L.C.
INTRODUCTION
This memorandum requests City Council approval of an Agreement between the City
and Giese Properties, L.L.C. to permit access for site preparation related to the
construction of a new manufacturing facility for Giese Manufacturing Company, Inc at
the east end of Chavenelle Road in the Dubuque Industrial Center West.
DISCUSSION
As a part of the negotiations of the Giese Development Agreement, the company would
like access to the property prior to closing. Giese Properties L.L.C. has requested this
so that site preparation could begin.
The attached Agreement was prepared by Corporation Counsel, Barry Lindahl, and
reviewed and accepted by other parties. It allows Giese Properties L.L.C. to commence
site preparation prior to closing provided that:
1. The Company acknowledges that any site preparation or other work performed
by the Company is at Company's sole risk.
2. The Company is to defend, indemnify and hold harmless City from and against
any and all such claims.
3. Developer shall provide insurance to protect the City from claims.
4. The Company agrees to "restore" the site by May 1, 2002 if closing does not
occur by March 31, 2002.
RECOMMENDATION
I recommend the City Council approve the attached Agreement and authorize the
Mayor and City Clerk to sign on behalf of the City of Dubuque.
SITE ACCESS AGREEMENT
City of Dubuque, Iowa
And
Giese Properties, L.L.C.
This Agreement is made and entered into this day of ,2002,
by and between the City of Dubuque, Iowa, an Iowa municipal corporation (City), and
Giese Properties, EEC., an Iowa limited liability company (Developer).
WHEREAS, City is the owner of real estate as set out on Exhibit A (the Site) which
is the subject of a Development Agreement for the purchase of the Site by Developer being
negotiated between City and Developer;
AND WHEREAS, the purchase of the Site may not be closed prior to March 29,
2002 and Developer desires access to the Site prior to the closing for purposes of
inspection, testing, review, site preparation, footings and foundation;
AND WHEREAS, the City desires to allow Developer access to the Site for such
purposes prior to the closing subject to the conditions set forth herein.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS
FOLLOWS:
Access to Site. City hereby grants to Developer, its counsel, accountants, agents
and representatives full and continuing access to the Site and all parts thereof, upon
reasonable notice to City, and at Developer's sole expense, for inspecting,
surveying, engineering, test boring, performance of environmental tests, site
preparation limited to excavation and grading, footings and foundation, and such
other work as City and Developer shall agree in writing is appropriate.
Restoration of Site. Developer acknowledges that any site preparation or other
work performed by Developer is at Developer's sole risk. Developer agrees to
timely pay and discharge all claims of any kind by its contractors, subcontractors
and suppliers with respect to any work performed on the Site, including but not
limited to claims for labor or material furnished in connection therewith, and to
defend, indemnify and hold harmless City from and against any and all such claims.
In the event that the Development Agreement is not approved by City and
Developer by March 31, 2002, or, if the Development Agreement is approved but
the Site acquisition set forth in the Development Agreement does not close for any
reason by March 31, 2002, Developer shall, at Developer's sole expense by not
later than May 1, 2002, restore the Site, and this Agreement shall then terminate.
For the purposes of this Agreement, the term "restore the Site" means removing any
and all structures that may have been constructed on the Site, filling any holes on
the Site to adjoining grade level and seeding the Site.
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Indemnification. Developer shall defend, indemnify and hold harmless City, its
officers, agents and employees from and against any claim of any kind arising out
the performance of the inspecting, surveying, engineering, test boring,
environmental tests, site preparation, footings and foundation, and other work by
Developer and its officers employees and agents.
Insurance. Developer shall provide insurance as set forth in the attached Insurance
Schedule.
CITY OF DUBUQUE, IOWA
By
GIESE PROPERTIES, L.L.C.,
By
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INSURANCE SCHEDULE
All policies of insurance required hereunder shall be with an insurer authorized to
do business in Iowa. All insurers shall have a rating of A or better in the current
A.M. Best Rating Guide.
All policies of insurance required hereunder shall be endorsed to provide a thirty
(30) day advanced notice to the City of Dubuque of any cancellation of the policy
prior to its expiration date. This endorsement supersedes the standard
cancellation statement on the Certificate of Insurance.
Developer shall furnish Certificates of Insurance to the City of Dubuque, Iowa for
the coverage required in Paragraph 7. Such certificates shall include copies of
the endorsements set forth in Paragraphs 2 and 5 to evidence inclusion in the
policy. The Developer shall also be required to provide Certificates of Insurance
of all subcontractors, and all subcontractors who perform work or services
pursuant to the provisions of this Agreement. Said certificates shall meet the
same insurance requirements as are required of the Developer.
Each Certificate of Insurance shall be submitted to the Economic Development
Department in the City of Dubuque, Iowa prior to commencement of
work/service. (The Economic Development Department shall submit the
certificate to the Finance Director.)
All policies of insurance required in Paragraph 7 shall include the City of
Dubuque, iowa under the attached Additional Insured Endorsement (CG2026)
and the attached Governmental Immunities Endorsement.
Failure to provide evidence of minimum coverage shall not be deemed a waiver
of these requirements by the City of Dubuque. A contractor's failure to obtain or
maintain insurance required by this agreement shall be considered a material
breach of this agreement.
Contractor, subcontractors, and all sub-subcontractors shall be required to carry
the following minimum insurance coverages or greater if required by law or other
legal agreement:
WORKERS COMPENSATION AND EMPLOYERS LIABILITY:
The limit of coverage for employer's liability shall be at least $100,000 each
accident, $100,000 each employee by disease, and $500,000 policy limit for
bodily injury by disease.
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Policy shall include an endorsement waiving right of recovery against City of
Dubuque, Iowa.
AUTOMOBILE LIABILITY:
Bodily injury and property damage limit of liability:
$1,000,000
COMMERCIAL GENERAL LIABILITY:
General Aggregate Limit
Products-Completed Operation Aggregate Limit
Personal and Advertising Injury Limit
Each Occurrence Limit
Fire Damage Limit (any one occurrence)
Medical Payments
$ 2,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
Commercial general liability shall be written on an occurrence form, not a claims
made form. Coverage to include premises-operations-products-completed
operations, independent contractors coverage, contractual liability, broad form
property damage, and personal injury.
Page 4 of 6
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and
states that the pumhase of this policy and the including of the City of Dubuque, Iowa
as an Additional Insured does not waive any of the defenses of governmental
immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4
as it is now exists and as it may be amended form time to time.
Claims Coverage. The insurance carrier further agrees that this policy of insurance
shall cover only those claims not subject to the defense of governmental immunity
under the Code of Iowa Section 670.4 as it now exists and as it may be amended
from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be
covered by the terms and conditions of this insurance policy.
Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible
for asserting any defense of governmental immunity, and may do so at any time and
shall do so upon the timely written request of the insurance carrier.
=
Non-Denial of Coverage. The insurance carrier shall not deny coverage under this
policy and the insurance carrier shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this policy for reasons of governmental
immunity unless and until a court of competent jurisdiction has ruled in favor of the
defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall
not otherwise change or alter the coverage available under the policy.
Page 5 of 6
TI{IS ENDORSEMENT CHANGES TI{E POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON OR ORGAN I ZAT I ON
This e~dorsement modifies insurance provided under the following:
COF~4ERCIALGE~EP~ALSIABILITY COVER3~E P~RT.
SCHEDULE
Name of Person Or Organization:
The City of Dubuque, including all its elected and appointed officials, all
its employees and volunteers, all its boards, commissions and/or authorities
and their board members, employees, and volunteers.
(If no entry appears above, information required to complete this endorsement
will be show~ in the Declarations as applicable to this endorsement.)
WHO IS Ai~ INSURED (Section II) is amended to include as an insured the person
or organization shown in the Schedule as an insured but only with respect to
liability arising out of your operations or premises owned by or rented to
you.
Copyri.~ht. Insurance Services Office. Inc. 1994
CG 20 26 11 85
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