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Signed Contract_Palebluedot, LLC Climate Action Plan Consultant Copyrighted September 3, 2019 City of Dubuque Consent Items # 28. ITEM TITLE: Signed Contract(s) SUMMARY: Gallagher Risk Management Services Agreementfor Worker's Compensation Insurance ProgramAnalysis; lowa Department of Transportation forARC /J FK Road Midtown Transfer Phase I I; Palebluedot, LLC Climate Action Plan Update Agreement; Walter Development, LLC (Hodge) Site Access Agreement for McFadden Farm Site SUGGESTED DISPOSITION: Suggested Disposition: Receive and File ATTACHMENTS: Description Type Gallagher Risk Managment Services Agreement Supporting Documentation IDOTMidtown Transfer Phase II Agreement Supporting Documentation Palebluedot, LLC Agreement Supporting Documentation CLIMATE ACTION PLAN UPDATE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND PALEBLUEDOT LLC This agreement(Agreement) is entered into on this 1 day of August, 2019 by and between the City of Dubuque, lowa, a municipal corporation organized and existing under the laws of the state of lowa (City) and paleBLUEdot LLC ("Consultant"): WHEREAS, City wishes to update its climate action plan; and WHEREAS, City collaborates with private and non-profit sectors to develop the principles of sustainability centering around economic prosperity, environmental integrity, and social and cultural vibrancy; and WHEREAS, City's sustainability goals hope to meet the environmental, economic, and social equity needs of today without reducing future generations' ability to meet their needs; and WHEREAS, the City's City Council identified becoming a more sustainable city and implementing a community-based sustainability plan among its top priorities this year; and WHEREAS, Consultant has expertise in facilitating and developing climate action plans; and WHEREAS, City wishes to enlist consultant to develop an updated climate action plan for City that meets the Compact of Mayors mitigation and adaptation requirements and proposes data-driven actions and strategies. NOW, THEREFORE, for and in consideration of the mutual covenants, representations, and agreements contained herein, City and Consultant agree as follows: SECTION 1. SCOPE OF SERVICES. The City retains Consultant to assist in updating the City's Climate Action Plan Update as more fully detailed in the Request for Proposal dated May 7, 2019 and the other Contract Documents specified below. SECTION 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents," all of which shall be taken together as a whole as the Agreement between the parties as if they were set verbatim and in full herein: A. This Agreement. B. City's Request for Proposal dated May 7, 2019, including Terms and Conditions, attached as Exhibit A. I C. Consultant's Proposal dated June 14, 2019, attached as Exhibit B. In the event of conflict among the provisions of the Contract Documents, the order in which they are listed above shall control in resolving any such conflicts with this Agreement having the first priority and Consultant's Proposai having the last priority. SECTION 3. TERM OF ENGAGEMENT. Consultant's services shall commence immediately upon receipt of written notice to proceed from the City. Work will occur in accordance with the Contract Documents. Consultant will cooperatively work in coordination with the City's project manager, Gina Bell. The services are anticipated to be completed by April 30, 2020. SECTION 4. COMPENSATION. The City shall pay the Consultant and the Consultant shall accept as payment Eighty-Three Thousand and no/100ths ($83,000.00) Dollars for all Basic Services, and Twelve Thousand and Five Hundred and no/100ths ($12,500.00) Dollars for two Optional Services inclusive of reimbursables, taxes and all other charges (the "fee"). (NOTE, this assumes acceptance of two Optional Services — Final amount may be less.) This fee shall not be adjusted if the estimated hour to perform a task, the number of required meetings, or any other estimate or assumption is exceeded. The City shall make payments based on work performed within thirty (30) days upon receipt of an invoice from the Consultant. SECTION 5. TERMS AND CONDITIONS. The City's Terms and Conditions document included in the City's May 7, 2019 Request for Proposals is herein incorporated. See Exhibit A attached. SECTION 6. OWNERSHIP. All reports, plans, models, software, diagrams, analyses, and information generated in connection with performance of this Agreement shall be the property of the City. The City may use and share the information for its purposes. The City shall be the copyright owner. SECTION 7. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services under this Agreement, Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided. SECTION 8. STANDARD OF CARE. Consultant shall exercise the same degree of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by a professional consultant under similar circumstances. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of Consultant's services. SECTION 9. INSURANCE. Upon execution of this Agreement, throughout perFormance under this Agreement, and during the Term of Engagement, Consultant will comply with the City's Insurance Schedule J: Professional Services, attached as Exhibit C. Consultant will provide to Gina Bell a certificate of insurance confirming this compliance with Insurance Schedule J upon execution of this Agreement. 2 SECTION 10. NOTICES. All notices, demands or requests required or permitted to be made pursuant to or under this Agreement must be in writing and deemed valid if sent by registered mail, return receipt requested, or delivered by overnight delivery service providing written evidence of delivery, or by hand delivery by a reputable independent courier providing written evidence of delivery, addressed as follows: To City: City of Dubuque 50 West 13th Street Dubuque, IA 52001 Attn: City Manager With cc to: Gina Bell 50 West 13t" Street Dubuque, IA 52001 To Consultant: paleBLUEdot LLC 2515 White Bear Avenue, A8 Suite 177 Maplewood, MN 55109 Attention: Ted Redmond Either party may change the designated recipient of notice by so notifying the other party in writing. SECTION 11. AMENDMENTS. The terms of this Agreement shall be amended only upon approval of any proposed amendment in writing by the parties. SECTION 12. SEVERABILITY. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or application of this Agreement which can be given effect without the invalid provisions or application, and to this end the provisions of this Agreement are declared to be severable. SECTION 13. ENTIRE AGREEMENT. This Agreement, its exhibits, and its component parts, constitute the entire agreement and understanding between the parties. SECTION 14. GOVERNING LAW. This Agreement is subject to and governed by the laws of the state of lowa. The District Court of Dubuque County, lowa is the appropriate venue for any disputes arising from this Agreement. SECTION 15. SUCCESSORS AND ASSIGNS. This Agreement binds and inures to the benefit of the City and Consultant, and their respective heirs, administrators, successors, and assigns. 3 SECTION 16. CAPTIONS. All captions, headings, titles, numerical references, and computer highlighting are for convenience only and do not affect the interpretation of this Agreement. SECTION 17. NUMBER AND GENDER. All terms and words used in this Agreement, regardless of the number or gender in which they are used, will be deemed to include the appropriate number and gender, as the context may require. SECTION 18. DISPUTE RESOLUTION. 18.1 The parties to this Agreement will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between a designated individual from each of the parties with authority to settle the relevant dispute. If the dispute cannot be settled amicably within thirty (30) days from the date on which either party has served written notice of dispute on the other, then the remaining provisions of this Section will apply. 18.2 If a dispute or claim arising out of or in relation to this Agreement or the performance of any of the terms of this Agreement cannot be resolved by negotiations between the parties, such matter or matters will be resolved through binding arbitration, applying the following rules and procedures: A. Arbitration will be held in Dubuque, lowa; B. The arbitration will be heard by one (1) arbitrator mutually selected by the parties; and C. The arbitration will be heard under the rules of the American Arbitration Association (AAA). SECTION 19. CITY COUNCIL APPROVAL. This Agreement is subject to City Council approval and will not have full force and effect or be binding until such City Council approval is granted. SECTION 20. PARTNERSHIP. Nothing in this Agreement may be construed to create a partnership, joint venture, or relationship of principal and agent between City and Consultant. No provision of this Agreement may be construed to confer any rights of remedies upon any party other than City and Consultant. SECTION 21. 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. 4 SECTION 22. NON-DISCRIMINATION. The parties shall comply with the provisions of federal, state and local laws and regulations to ensure that no employee, member, applicant or person is discriminated against because of race, creed, religion, color, age, sex, gender identity, sexual orientation, national origin, disability, or other protected class. The parties shall provide state or federal agencies with appropriate reports as required, ensuring compliance with equal employment laws and regulations. Each party shall ensure that its authorized subcontractors comply with provisions of this clause. A breach of this provision shall be considered a material breach of this Agreement. SECTION 23. TERMINATION. This Agreement may be terminated by the City for any reason or for convenience upon written notice to the Consultant. In the event of termination, the City shall pay the Consultant for completed work up at the time of termination. CITY OF DUBUQUE, IOWA paleBLUEdot�L�C �" , ,� �� � — - � ,� ______ ;� By: _ By: t �- Michael . Van Milligen, City Manager Ted . dmon , ice Pr ident Attest: ---� __ , %" i �, , - �, Kevin . Firnstahl, ity Clerk 5 EXHIBIT A 6