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Green Industrial Supply - Site Access AgreementSITE ACCESS AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND CLEMEN CONSTRUCTION, INC. This Agreement is made and entered into this //`'°day of October, 2011, by and between the City of Dubuque, Iowa, an Iowa municipal corporation (City), and Clemen Construction, Inc. (Contractor). WHEREAS, City is the owner of the real estate legally described as Lot 3 of Dubuque Industrial Center North First Addition, in the City of Dubuque, Iowa (the Site) which is the subject of a Development Agreement between City, Green Industrial Properties L.L.C. (Developer) and Green Industrial Supply, Inc. (Employer); and WHEREAS, the sale of the Site pursuant to the Development Agreement is not expected to close until October 30, 2011 and Contractor desires access to the Site prior to the closing for purposes of inspection, surveying, testing, review, site preparation, footings, foundation, and building construction; and WHEREAS, City desires to allow Contractor 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: 1. Access to the Site. City hereby grants to Contractor, its counsel, accountants, agents and representatives, full and continuing access to the Site and all parts thereof, upon reasonable notice to City, and at Contractor's sole expense, for inspecting, surveying, engineering, test boring, performance of environmental tests, site preparation limited to excavation and grading, footings, foundation, and building construction, and such other work as City and Contractor shall agree in writing is appropriate. Restoration of the Site. Contractor acknowledges that any work performed by Contractor is at Contractor's sole risk. Contractor 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 Site acquisition set forth in the Development Agreement does not close for any reason by October 30, 2011, Contractor shall, at Contractor's sole expense, but not later than December 31, 2011, 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. 3. Indemnification. Contractor 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 Contractor and its officers,employees and agents. 4. Insurance. At all times while this Agreement is in effect, Contractor shall maintain insurance as set forth in the attached Insurance Schedule. CITY OF DUBUQUE, IOWA By: / v Michael Van Milligen City Manager 20111006 Site Access Agreement Green Industrial_Clemen Construction CLEMEN CONSTRUCTION, INC. By: Ga 'r' Iemen City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers) 1. Insurance Schedule A shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to contract inception and at the end of the contract if the term of contract is longer than 60 days. Each Certificate shall be prepared on the most current ACORD form approved by the Iowa Department of Insurance or an equivalent. 2. All policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each Certificate shall be furnished to the contracting department of the City of Dubuque. 4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 5. All required endorsements to various policies shall be attached to Certificate of insurance. 6. Whenever a specific ISO form is listed, an equivalent form may be substituted subject to the provider identifying and listing in writing all deviations and exclusions that differ from the ISO form. 7. Provider shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. Page 1 of 3 Schedule A, August, 2011.Doc City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers) Insurance Schedule A (continued) Exhibit 1 A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 a) Coverage shall be written on an occurrence, not claims made, form. All deviations from the standard ISO commercial general liability form CG 0001, or Business owners form BP 0002, shall be clearly identified. b) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit." c) Include endorsement indicating that coverage is primary and non-contributory. d) Include endorsement to preserve Governmental Immunity. (Sample attached). e) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. using ISO form CG 20 10. Ongoing operations. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Coverage A Coverage B Statutory—State of Iowa Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 a) Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque. Page 2 of 3 Schedule A, August, 2011.Doc City of Dubuque Insurance Requirements for Tenants and Lessees of City Property or Vendors (Suppliers, Service Providers) Preservation of Governmental Immunities Endorsement 1. Nonwaiver of Governmental Immunity. 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 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. 3. 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. 4. 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. SPECIMEN Page 3 of 3 Schedule A, August, 2011.Doc A D CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/10/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Friedman Insurance, Inc. 880 Locust Street - Suite 200 P 0 BOX 759 Dubuque IA 52004-0759 CONTACT Joni Talsma, CISR NAME: PHONE FAX (A/C,No, Ext): (563) 556-0272 (A/C, No): (563)556-4425 ADDRESS: PRODUCER 00005607 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Clemen Construction, Inc. 6191 Centura Ct . Dubuque IA 52002 INSURERA:United. Fire & Casualty Company 13021 INSURER B : $ 1,000,000 INSURER C: DAMAGE RETE PREMISESO(Ea occur ence) INSURER D : INSURER E X OCCUR INSURERF: $ 5,000 ER:11 12 REVISION NUMBER: — THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR1 WVD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY X x 60406726 8/30/2011 X8/30/2012 EACH OCCURRENCE $ 1,000,000 X DAMAGE RETE PREMISESO(Ea occur ence) $ 100,000 1 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L Ali AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY i X J c I LOC $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 60406726 8/30/2011 8/30/2012 COMBINED SINGLE LIMIT (Ea accident) $ i, 000 , 000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Uninsured motorist combined $ 500,000 Medical payments $ 5,000 A X UMBRELLA LIAB EXCESS LIAB X I OCCUR 60406726 8/30/2011 8/30/2012 EACH OCCURRENCE $ 1,000,000 I CLAIMS -MADE AGGREGATE $ 1,000,000 DEDUCTIBLE RETENTION $ 0 $ X $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFIC(Mandatory in ERH) EXCLUDED? (Mandatory NH) If yes, describe under DESCRIPTION OF OPERATIONS Y / N N / A X 60406726 8/30/2011 8/30/2012 X TORY IWC TU- OT ER E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE - EA EMPLOYEE $ 100,000 below E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Green Industrial Supply. The City of Dubuque, incl.all its elected & appointed officials, all its employees & volunteers, all its boards, commissions &/or authorities & their board members, employees & volunteers are additional insureds on a primary and non-contributory basis. General liability incl. equivalent of ISO CG2010. General liability & workers compensation incl. waiver of subrogation in favor of certificate holder. Governmental immunities Included. CERTIFICATE HOLDER CANCELLATION The City of Dubuque 50 W. 13th St. Dubuque, IA 52001 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE T Friedman, CPCU/TJ ACORD 25 (2009/09) INS025 (200909) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD