Signed ContractsCity of Dubuque
City Council
CONSENT ITEMS # 7.
Copyrighted
January 5, 2026
ITEM TITLE: Signed Contracts
SUMMARY: Axon for the Prepared Assist Communications Service;
Cintas for Uniform Product Rental and Workplace Services
Products; Clarke University for clinical learning experiences
for BSN Nursing Students; FEH Design for the Five Flags
Civic Center Fire Escape Inspection; Manders Quality
Concrete for Paver Installation; Racom Corporation for the
5th Street Ramp Camera Replacement; Zephyr Aluminum
Products, Inc. for the ImOn Ice Arena ADA Swing Door
Actuator Installation.
SUGGUESTED Receive and File
DISPOSITION:
ATTACHMENTS:
1. Clarke University Nursing Department Agreement
2. Manders Quality Concrete
3. Axon Agreement
4. Five Flags Fire Escape Inspection
5. RACOM Corporation
6. Zephyr Aluminum Products
7. Cintas
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CLARKE UNVERSITY
AND
THE CITY OF DUBUQUE
AGREEMENT
THIS AGREEMENT is a statement of reciprocal expectations and responsibilities between
Clarke University, Department of Nursing and Health, Dubuque, Iowa, hereinafter referred to as
UNIVERSITY, and THE CITY OF DUBUQUE
hereinafter referred to as AGENCY. The purpose of the AGREEMENT is the establishment of a
relationship whereby the AGENCY makes available opportunities for clinical learning
experiences for BSN NURSING STUDENTS.
Part I: University Responsibilities
A. The standards and philosophy of education and nursing, the instructional plan including
content, objectives, and clinical experiences desired and the preparation of all instructional
schedules including number of hours of clinical practice shall be the responsibility of the
UNIVERSITY. These shall be communicated to appropriate AGENCY personnel.
B. The UNIVERSITY has the responsibility to insure that students meet the requirements for
health and training specified by the Agency, including proof of the following for each student
prior to starting the clinical training program: (a) documentation of Hepatitis B immunization or
immunity to Hepatitis B, (b) two documented doses of MMR immunizations or documented
immunity against measles, mumps, rubella; (c) evidence of negative tuberculosis skin tests
within the twelve months prior to starting the clinical training program (a two-step skin test must
also be on record); if there is a positive PPD history, a negative chest x-ray must be documented;
(d) evidence of a positive chicken pox history, or documented immunization/immunity; (e) the
UNIVERSITY'S Department of Nursing health record form completed documenting an exam by
a licensed health care provider; and (f) evidence of current CPR certification; (g) COVID-19
vaccine; (h) Drug screening; (i) current seasonal influenza vaccine; Students will be required to
complete background checks as required by the AGENCY; any student with a history of adverse
criminal or administrative action that prohibits them from the clinical setting will not be sent to
the AGENCY. The student will comply with the UNIVERSITY'S plan for student accident or
illness insurance coverage while participating in clinical experiences. Any expenses associated
with meeting these requirements shall be borne by the student.
C. To the extent of any legal liability of the UNIVERSITY for its own negligent acts or
negligent acts of its nursing students and its employees, the UNIVERSITY shall indemnify and
save harmless the AGENCY, its employees and agents from loss, damage expenses, attorney
fees, and costs on account of death, personal injury, and property damage to any persons. The
indemnification obligations set forth herein shall continue in full force and effect
notwithstanding the expiration or termination of this Agreement with respect to any such
expenses, costs, damages, claims, and liabilities which arise out of or are attributable to the
performance of this Agreement prior to its expiration or termination.
D. The UNIVERSITY shall provide professional liability coverage for the students during their
clinical experiences in amounts not less than one million dollars ($3,000,000) per incident and
three million dollars ($6,000,000) aggregate. Documentation of current insurance coverage shall
be provided to the Agency prior to the start of the student's clinical experience. Such protection
shall include but not be limited to: claims, demands, losses, costs, damages and expenses of
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every kind and description (including death), or damage to persons or property arising out of or
in connection with the program at the Agency where such liability is founded upon, grows out of
the acts or omissions of any of the assigned students or faculty.
E. The UNIVERSITY shall have faculty licensed to practice nursing and qualified to provide
guidance and directions to students. UNIVERSITY faculty will assume responsibility for student
learning experiences while the students are assigned to the AGENCY. Faculty qualifications will
be furnished to the AGENCY on request.
F. The UNIVERSITY, its students and faculty shall preserve the confidentiality of any
patients/clients/residents they encounter consistent with the highest nursing standards and with
HIPAA requirements.
G. The UNIVERSITY shall assure that students participating in educational rotations complete
appropriate occupational safety and health training, including but not limited to universal
precautions, blood borne pathogens, and infectious diseases, and in the National Patient Safety
Goals' requirements identified by the Joint Commission on Accreditation of Healthcare
Organizations, prior to the commencement of their clinical practica. The UNIVERSITY may
have students participate in training offered periodically by the AGENCY.
Part II: Agency Responsibilities
A. The AGENCY shall be responsible for informing and keeping informed its personnel
regarding the rights and responsibilities of the UNIVERSITY students and faculty.
B. The AGENCY shall retain responsibility for client care and maintain normal staffing during
times when students are assigned to the AGENCY.
C. The AGENCY shall make available to the UNIVERSITY current copies of its philosophy,
program purposes and objectives, policies, and other reports or documents which will assist the
UNIVERSITY to develop appropriate learning experiences for students.
D. The AGENCY shall make available to the UNIVERSITY the health and other pertinent
records and information regarding clients selected for student assignment.
E. The AGENCY shall provide supplies and workspace needed by students for providing care to
assigned clients.
F. The AGENCY shall accept the students and faculty of the UNIVERSITY without
discrimination as to sex, race, color, creed, marital status, age, national origin, or qualified
handicap.
G. To the extent of any legal liability of the AGENCY for its own negligent acts or the negligent
acts of its employees, the AGENCY shall indemnify and save harmless the UNIVERSITY, its
nursing students and its employees from loss, damage expenses, attorney fees, and costs on
account of death, personal injury, and property damage to any persons. The AGENCY at its sole
cost and expense, shall procure and maintain in full force and effect throughout the term of this
Agreement such policies as general liability, professional liability, and other insurance as shall
be necessary to insure the AGENCY and its employees and agent against any clam or claims for
damages arising by reason of personal injuries or death occasioned directly or indirectly in
connection with the performance of any service by the AGENCY, the use of any property and
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facilities or equipment provided by the AGENCY, and the activities performed by the AGENCY
in connection with this Agreement. Upon request by any parry to this Agreement, the AGENCY
shall deliver copies of such policies to that parry prior to or upon execution of this agreement,
and any modification extensions or renewals or such policies prior to or upon each anniversary
date of this Agreement thereafter. The AGENCY agrees to notify the other parties to this
Agreement immediately upon notification from the insurance carrier that a policy will be
canceled.
H. The AGENCY may immediately exclude from the clinical area any student whose work,
conduct or health may have a detrimental effect on patients or personnel. The AGENCY reserves
the right not to accept any student who has previously been discharged by said AGENCY for
reasons which would make acceptance as a clinical practice student inexpedient. The AGENCY
shall inform the UNIVERSITY as soon as possible of the exclusion.
PART III: Joint Responsibilities
A. The AGENCY and the UNIVERSITY shall maintain a joint coordinating committee or
ensure other practices that assure systematic planning of educational experiences and exchange
of information regarding policies, problems, and new developments. In matters of major policy,
the official channel of communication shall be between the Chairperson of the Department of
Nursing and Health of the UNIVERSITY and the Director of Nursing or other person designated
by the AGENCY.
B. The nursing faculty of the UNIVERSITY and the personnel of the AGENCY shall cooperate
in the assignment of students to learning experiences with the objectives communicated to the
AGENCY staff involved.
C. The UNIVERSITY faculty and the AGENCY personnel involved with student learning
experiences shall evaluate the clinical experience and a report of this evaluation shall be
forwarded to the Chairperson of the Nursing Department of the UNIVERSITY and to the
AGENCY on request.
D. Appropriate orientation for new faculty will be mutually planned and provided prior to the
beginning of the academic year.
E. The maximum number of students of nursing assigned to AGENCY experience by the
UNIVERSITY during any one instructional period shall be established by mutual agreement and
determined by the adequacy, extent, and variety of nursing experiences available for student
learning.
F. The instructional period for nursing students shall be based upon the UNIVERSITY calendar
as approved by the Board of Trustees. Independent study and preceptor agreements may be made
on an individual basis.
G. The parties acknowledge that many students' educational records are protected by the Family
Educational Rights and Privacy Act (FERPA) and that student permission must be obtained
before releasing specific student data to anyone other than the UNIVERSITY. The
UNIVERSITY agrees to provide guidance to the AGENCY with respect to complying with
FERPA.
H. The contract shall be reviewed annually. The review will include analysis of compatibility of
the philosophy, objectives, and curriculum of the UNIVERSITY with the mission, expectations,
and policies of the AGENCY.
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I. This agreement does not establish an employer/employee relationship between the students of
Clarke UNIVERSITY and the AGENCY. Likewise, this agreement does not establish an
employer/employee relationship between Clarke UNIVERSITY and any individual who is
otherwise considered an employee of AGENCY including those employees of AGENCY who
have been selected to serve as preceptors in accordance with this agreement. No student or any
employee or agent of Clarke UNIVERSITY shall receive compensation, worker's compensation,
or other benefits or employment rights from Agency. No agency personnel shall receive
compensation, worker's compensation, or other benefits or employment rights from the
UNIVERSITY.
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This Agreement shall be in effect from October 1", 2025, through September 301h , 2028 and
including unless written notice of termination is given by either parry not later than April 1 of the
contract year then in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective authorized officers as of the day, month and year as stated in the first paragraph of this
Agreement.
AGENCY
THE CITY OF DUBUQUE
ATTN: Michael Van Milligen
1300 Main Street
Dubuque, IA 52001
Date: 12/11 /2025
Signed: kL
Name Typed or Printed: Michael C. Van Milligen
Title: Cltv Manaqer
UNIVERSITY
CLARKE UNIVERSITY
1550 Clarke Drive
Dubuque, IA 52001
Date:
Signed:
Yv ne C. Zimmerman
Vid President for Academic Affairs
Clarke University
Date: 6/ 19/2025
Signed:
Lisa Rettenmeier EdD, RN, CNE
Chair and Professor of Nursing
Clarke University
5
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�� Dubuque
THE CITY OF [ 7 , \ lrrlRs!
M Ite1 a1
DUB—E 111 V?
2007-2012.2013
Masterpiece on the Mississippi 2017•2019
City of Dubuque
PARKS BRECREATION Department
2200 BUNKER HILL RD
(address)
Dubuque, IA 52001
Phone # 563-589-4317
CITY OF DUBUQUE, IOWA
SHORT FORM
VENDOR SERVICE AGREEMENT
THIS VENDOR SERVICE AGREEMENT (the Contract), between the City of
Dubuque. Iowa (City), by its City Manager. through authority conferred upon the City
Manager by its City Council and
(Vendor) at MANDERS QUALITY CONCRETE
(Vendor Name)
11243 OAKLAND FARMS RD, DUBUQUE, IOWA 52003
(Vendor Address - City and State)
PROJECT TITLE: PAVER INSTALI ATION
(Project)
For and in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
VENDOR AGREES:
1. To furnish all material and equipment and to perform all labor necessary for:
PAVER INSTALLATION AT VETERANS MEMORIAL
The work described above shall be completed at the following location(s):
VETERANS MEMORIAL
The Project shall be completed in strict accordance with the terms as described in this
Contract: in strict accordance with the requirements of the laws of the State of Iowa
Page 1 of 20
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and ordinances of the City of Dubuque, just as much as if the detailed statements
thereof were repeated herein.
2. Contract Documents shall mean and include the following WHERE APPLICABLE:
Documents listed in bold should be attached to this document upon submission.
• Request for Proposal (or procurement documentation)
• This Contract:
• Ordinances and resolutions heretofore adopted by the City Council having to
do with this Project;
• The Vendor's Proposal, -
Plans and Specifications:
• General Requirements as adopted by the City Council for the Project:
• Terms and Conditions (Exhibit A): and
• INSURANCE — Please include one applicable Insurance Schedule:
Insurance Schedule F for General Artisan or Trade Contractors or
Subcontractors (Exhibit B)
Insurance Schedule G for Vendors (Exhibit C)
Insurance Schedule J for Professional Services (Exhibit D)
Check Appropriate Box
0 Insurance Schedule F — General Artisan or Trade Contractors or
Subcontractors
E Insurance Schedule G — Vendors
C Insurance Schedule J — Professional Services
• Other:
3. All materials used by the Vendor on this Project shall be of the quality required by the
Contract Documents and shall be put in place in accordance with the Contract
Documents.
4. The Vendor shall remove any materials rejected by the City Manager as defective or
improper. or any of said work condemned as unsuitable or defective, and the same
shall be replaced or done anew to the satisfaction of the City Manager at the cost and
expense of the Vendor.
5. The Vendor has read and understands the Contract Documents and has examined
and understands the project description described in Section 1 of this Agreement and
any attached Special Conditions herein referred to and agrees not to plead
misunderstanding or deception because of estimates of quantity, character, location
or other conditions surrounding the same.
6. The Vendor shall fully complete the Project under this Contract on or before
JUNE 30.2026 (date)
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7. Indemnification; Liability for City Damage
A. To the fullest extent permitted by law, the Contractor shall indemnify and hold
harmless the City from and against all claims, damages, losses and expenses,
including but not limited to attorneys' fees, arising out of or resulting from
performance of the Contract, provided that such claim, damages, loss or expense
is attributable to bodily injury, sickness, disease or death, or injury to or destruction
of property (other than the Project itself) including loss of use resulting therefrom,
but only to the extent caused in whole or in part by negligent acts or omissions of
the Contractor, the Contractor's subcontractor, or anyone directly or indirectly
employed by the Contractor or the Contractor's subcontractor or anyone for whose
acts the Contractor or the Contractor's subcontractor may be liable, regardless of
whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder.
B. The Contractor shall also be liable to the City for any damage to City property
arising out of or related to the Contractor's negligent performance of the Contract.
8. Prior to the commencement of any work on this Project and at all times during the
performance of this Contract, the Vendor shall provide evidence of insurance which
meets the requirements of the City's Insurance Schedule as indicated above and
attached hereto.
9. The Vendor agrees that no work under this Contract shall commence until the City has
authorized said, work in writing. Any work started by the Vendor prior the City
authorization shall be considered unauthorized and. done at the sole risk to the
Vendor.
10. Vendor will comply with all federal, state, and local laws and regulations in the
performance of this Contract.
11. The City may terminate this Contract with or without cause upon fourteen (14) days'
written notice delivered to the Vendor.
12. This Contract shall be governed by the laws of the State of Iowa and exclusive
jurisdiction and venue for any action arising out of or related to this Contract shall be
the Iowa District Court for Dubuque County.
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THE CITY AGREES:
The City agrees to pay the Vendor for the work actually performed under this
Contract, up to the amount stated below, less any agreed damages provided for in the
Contract Documents.
CONTRACT AMOUNT $ 890.00
CITY OF DUBUQUE, IOWA
By.
ichael C. Van Mi ligen
City Manager
VENDOR:
12/12/2025 Manders Inc
Date Company Name
O'GLOy sign ed Ly J" '
and —
By: Jeff Manders Date: 2025M.131229.13.06M- 11/13/2025
Signature Date
Jeff Manders
Printed Name
President
Title
Page 4 of 20
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EXHIBIT A
TERMS AND CONDITIONS
The following Terms and Conditions apply to City of Dubuque Transactions:
1. The City of Dubuque is exempt from federal excise tax and Iowa sales tax.
2. The City of Dubuque will not be responsible for payment for any goods delivered
without a purchase order.
3. The vendor will send a separate invoice for each purchase order number. All
invoices, packages, shipping notices, or the like affecting the order shall contain
the applicable purchase order number. The vendor is to submit original invoice to
the address shown in the SHIP TO section on the front of this order.
4. No freight or packing charges will be allowed by the City of Dubuque unless
specifically authorized.
5. It is understood by the vendor that the cash discount period to the City of Dubuque
will date from the receipt of the invoice or from the date of the receipt of the goods,
whichever is later. j
6. The risk of loss of and damage to the goods which are the subject of this order,
regardless of the F.O.B. point, is and will remain with the vendor until the goods
are delivered to the destination set out in the order and accepted by the City of
Dubuque or the authorized City of Dubuque representative.
7. In the event of the vendor's failure to deliver as and when specified, or to perform
as and when specified, the City of Dubuque reserves the right to cancel this order,
or any part thereof, without prejudice to its other rights, and the vendor agrees that
the City of Dubuque may return part or all of any shipment so made and may
charge the vendor with any loss expense sustained as a result of such failure to
deliver onto perform.
8. In the event any article, service, or process sold, delivered and/or performed
hereunder is covered by any patent, copyright, or application for either, the vendor
will indemnify and save harmless the City of Dubuque from any and all loss, cost,
or expenses -on account of any and all claims, suits, or judgments on account of
the use or sale of such article or the use of such service or process in violation of
such patent, copyright or application for either.
9. In the event any article, service, or process sold and delivered or sold and
performed hereunder is defective in any respect whatsoever, the vendor will
indemnify and save harmless the City of Dubuque from all loss or the payment of
all sums of money by reason of all accidents, injuries or damages to person or
property that may happen or occur in connection with the use or sale of such
article, or process and are contributed to by said defective condition.
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10.The vendor agrees not to release any advertising copy mentioning the City of
Dubuque or quoting the opinion of any City of Dubuque employee without the prior
written authorization from the City of Dubuque.
11.The vendor represents and warrants that no federal or state statute or regulation,
or local municipal ordinance has been orwill be violated in the manufacturing, sale
and delivery hereunder. If such violation has or does occur, the vendor will
indemnify and save harmless the City of Dubuque from all loss, penalties, or
payment of all sums of money on account of such violation.
12.The City of Dubuque may at any time insist upon strict compliance with these terms
and conditions notwithstanding any previous custom, practice, or course of dealing
to the contrary.
13.The terms and conditions of sale as stated in this order govern in the event of
conflict with any terms of the vendor's proposal, and are not subject to change by
reason of any written or verbal statements by the vendor or by any terms stated in
the vendor's acknowledgement unless same be accepted in writing by the City of
Dubuque.
14. Current Safety Data Sheets (SDS), when applicable to the order, must be provided
by the vendor in accordance with all regulations.
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Class A:
Class B:
Class C:
EXHIBIT B
INSURANCE SCHEDULE F
Asbestos Removal
Fiber Optics
Sanitary Sewers
Asphalt Paving
Fire Protection
Sheet Metal
Concrete
Fireproofing
Site Utilities
Construction Managers
General Contractors
Shoring
Cranes
HVAC
Special construction
Culverts
Mechanical
Steel
Decking
Paving & Surfacing
Storm sewers
Demolition
Piles & Caissons
Structural Steel
Deconstruction
Plumbing
Trails
Earthwork
Retaining Walls
Tunneling
Electrical
Reinforcement
Water main
Elevators
Roofing
Chemical Spraying
Landscaping
Rough Carpentry
Doors, Window &
Masonry
Stump Grinding
Glazing
Vehicular Snow Removal
Tank Coating
Drywall Systems
Painting & Wall Covering
Tree Removal
Fertilizer Application
Pest Control
Tree Trimming
Geotech Boring
Scaffolding
Tuckpointing
Insulation
Sidewalks
Waterproofing
Finish Carpentry
Plastering
Well Drilling
Carpet Cleaning
Carpet & Resilient
Flooring
Caulking & Sealants
Acoustical Ceiling
Filter Cleaning
General Cleaning
Grass Cutting
Janitorial
Non Vehicular Snow &
Ice Removal
Office Furnishings
Power Washing
Tile & Terrazzo Flooring
Window Washing
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Page 125 of 567
INSURANCE SCHEDULE F (continued)
Contractor shall furnish a signed certificate of insurance to the department responsible for the contract for the
coverage required in Exhibit I prior to commencing work and at the end of the project if the term of work is longer
than 60 days. Contractors presenting annual certificates shall present a certificate at the end of each project with
the final billing. Each certificate shall be prepared on the most current ACORD form approved by the Iowa
Department of Insurance or an equivalent approved by the Director of Finance and Budget or Designee. The
certificate must clearly indicate the project number, project name, or project description for which it is being
provided Eg: Project # Project name: or Project Location at
or construction of
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all
insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each Certificate required shall be furnished to the Department of the City of Dubuque.
4. Failure to provide the coverages described in this Insurance Schedule 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 contract.
5. Contractor shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance
of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of
insurance from all such subcontractors and sub -subcontractors. Contractor agrees that it shall be liable for the
failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a
copy of such certificates from the Contractor.
6. All required endorsements shall be attached to the certificate. The certificate is due before the contractlagreement
can be approved.
7. Whenever an ISO form is referenced the current edition must be provided.
S. Contractor shall be required to carry the minimum coverage/limit, or greater if required by law or other legal
agreement, in Exhibit I - Insurance Schedule F. If the contractor's limits of liability are higher than the required
minimum limit, then the contractor's limits shall be this agreement's required limits.
9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy premiums and
other cost associated with the insurance policies required below.
10. All certificates of insurance must include agents name, phone number, and email address.
11. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by this Schedule at any time.
12. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the
risk or other special circumstances during the term of the contract, subject to written mutual agreement attached
hereto.
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INSURANCE SCHEDULE F (continued)
EXHIBIT I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $2,000,000
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
1) Coverage shall be written on an occurrence, not claims made, form. The general liability
coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02,
All deviations from the standard ISO commercial general liability form CG 00 01 or business
owners form BP 00 02 shall be clearly identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit" or
CG 25 03 "Designated Construction Project(s) General Aggregate Limit" as appropriate.
3) Include endorsement indicating that coverage is primary and non-contributory.
4) Include Preservation of Governmental Immunities Endorsement. (Sample attached).
5) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees,
agents, and volunteers, all its boards, commissions and/or authorities and their board
members, employees, agents, and volunteers. Use ISO form CG 20 10 (Ongoing operations).
6) The additional insured endorsement shall include completed operations under ISO form CG 20
37 during the project term and for a period of two years after the completion of the project.
7) Policy shall include Waiver of Right to Recover from Others endorsement.
8) Policy shall include cancellation and material change endorsement providing thirty (30) days
advance written notice of cancellation, non -renewal, reduction in insurance coverage and/or limits
and ten (10) days written notice of non-payment of premium shall be sent to: City of Dubuque
Finance Department, 50 West 13th Street Dubuque, Iowa 52001.
9) Contractor and subcontractor shall not use any drone without the prior written approval of the City
of Dubuque. Any drone usage must comply with above Iiability limits and the additional insured
endorsement must name the City of Dubuque with respect to aircraft liability coverage.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa
Code Chapter 85.
Coverage A Statutory --State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers' Compensation
Insurance, the Contractor shall have a copy of the State's Nonelection of Workers' Compensation or
Employers' Liability Coverage form on file with the Iowa
Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22. Completed
form must be attached.
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C) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's business does not
own any vehicles, coverage is required on non -owned and hired vehicles.
1) Policy shall include Waiver of Right to Recover from Others endorsement.
D) UMBRELLAIEXCESS LIABILITY
The General Liability, Automobile Liability and Employer's Liability Insurance requirements may be
satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or
Excess Insurance policy does not follow the form of the primary policies, it shall include the same
endorsements as required of the primary policies including but not limited to Waiver of Subrogation and
Primary and Non-contributory in favor of the City.
All Class A contractors with contract values in excess of $10,000,000 must have umbrella/excess liability
coverage of $10,000,000.
All Class A and Class B contractors with contract values between $500,000 and $10,000,000 must have
umbrella/excess liability coverage of $3,000,000.
All Class A and B contractors with contract values less than $500,000 must have umbrella/excess liability
coverage of $1,000,000.
All Class C contractors are not required to have umbrella/excess liability coverage.
All contractors performing earth work must have a minimum of $3,000,000 umbrella regardless of the
contract value.
E) POLLUTION LIABILITY
Coverage required: _ Yes _ No
Pollution liability coverage shall be required if project involves any pollution exposure for hazardous or
contaminated materials including, but not limited to, the removal of lead, asbestos, or PCB's. Pollution
product and complete operations coverage shall also be covered.
Each Occurrence $2,000,000
Policy Aggregate $4,000,000
1) Policy to include job site and transportation coverage.
2) Include additional insured for:
The City of Dubuque, including all its elected and appointed officials, all its employees,
agents, and volunteers, all its boards, commissions and/or authorities and their board
members, employees and volunteers. Use ISO form CG 20 10. (Ongoing operations) or its
equivalent and CG 20 37 (completed operations) or its equivalent.
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
5) Include endorsement indicating that coverage is primary and non-contributory.
6) Policy shall include waiver of right to recovery from others endorsement.
7) Pollution liability shall include ISP endorsement CA 99 48. Pollution Liability -Broadened Coverage
for Covered Autos, or equivalent endorsement if the contractor has vehicles that transport fuel
onto the Owners property.
F) RAILROAD PROTECTIVE LIABILITY
Coverage required: _ Yes _ No
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Any contract for construction or demolition work on or within fifty feet (50') from the edge of the tracks of a
railroad and affecting any railroad bridge, trestle, tracks, roadbeds, tunnel, underpass, or crossing, for,
which an easement, license or indemnification of the railroad is required, shall require evidence of the
following additional coverages.
Railroad Protective Liability:
$ each occurrence (per limits required by Railroad)
$ policy aggregate (per limits required by Railroad)
AND
An endorsement to the Commercial General Liability policy equal to ISO CG 24 17 (Contractual Liability -
Railroads). A copy of this endorsement shall be attached to the certificate of insurance.
Page 1,1 of 20
Page 129 of 567
Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain immunities which may be
available to you. Naming the City of Dubuque as an additional insured on your insurance as is requested by this
Insurance Schedule may result in your waiver of those immunities. If you would like to preserve those immunities, please
use this endorsement or an equivalent form. The preservation of immunities is for your benefit.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy
and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it now exists and as it
may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject
to the defense of governmental immunity under the Code of Iowa 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 insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any
of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity
unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted
by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the
coverage available under the policy.
SPECIMEN
(DEPARTMENT MANAGER: FILL 1N ALL BLANKS AND CHECK BOXES)
Page 12 of 20
Page 130 of 567
MANDINC-01 MSTRAKA
ACORO'
CERTIFICATE OF LIABILITY INSURANCE
DATE {MM1DDlYYYYI1111712025
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 have ADDITIONAL INSURED provisions or 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 endorsements .
PRODUCER
Madison Straka
PI
TRICOR, LLC - Dubuque
600 Star Brewery Drive
Suite 110
Dubuque, IA 52001
uc°,NN (608) 467-56071709 (,M. No):
E7r1Al
D . mstraka@tricorinsurance.com
INSURERISI AFFORDING COVERAGE
NAIC #
64SURERA:United Fire 8r Casualgy Company
13021
INSURED
INSURER B :
INSURERC:
Manders Inc DBA Manders
Quality Concrete -Jeff & Dawn
11243 Oakland Farms Rd
INSURERD:
INSURER E :
Dubuque, IA 52003
INSURER F .
COVERAGES CERTIFICATE NUMBER: 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
I-TRLIMITS
TYPE OF INSURANCE
ADDL
SUBR
POLICY NUMBER
POLICY EFF
POLICY EXP
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE OCCUR
X
X
60465815
6/9/2025
61912026
EACH OCCURRENCE
S 2,000,000
DAMAGE TO RENTED
PREMISES (Ea occurrence)MED
s 1Q0000
EXP (Any one rson
S 5,000
PERSONAL & ADV INJURY
S - 2,000,600
GEMLAGGREGATE LIMIT APPLIES PER:
POLICY 1XI jpa Fx—] LOC
OTHER:
GENERAL AGGREGATE
S 4,000,000
PRODUCTS -COMPICPAGG
S 4,000,000
S
A
AUTOMOBILE
LIABILITY
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
AUTOS ONLY AUTOS ONLY
X
60465815
6/9/2025
61912026
COMBINEawdeD SINGLE "MIT
,EaX
S 1,000,000
BODILY INJURY Perperson)
S
BRODILYINJURY Per accident
BODILY
$
PPere., ent AMAGE
S
S
A
X
UMBRELLA LIAB X
EXCESS UAB
OCCUR
CLAIMS -MADE
X
60465815
6/912025
61912026
EACH OCCURRENCE
S 5,000,000
AGGREGATE
s 5,000,000
DED I X I RETENTIONS 0
S
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PRO PRIETORIPARTN ERIEXEC UTIVE YIN
OFF10ERrVgMR 7EXCLUDED?
l antlato I NNIHi
It yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
X
30304505
6/912025
61912026
X PER OTH-
EL EACH ACCIDENT
S 1,000,000
E.L DISEASE - EA EMPLOYE
S 1,000,000
E.L. DISEASE - POLICY LIMIT
S 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required)
Coverage applies only to the extent provided by the policy and subject to all of the policy terms, conditions, exclusions, endorsements and all applicable
laws.
Project: Paver Installation at Veterans Memorial
The City of Dubuque is listed as an Additional Insureds on the general liability policy. A waiver of subrogation applies on the General Liability, Auto Liability,
and Workers Compensation, as required by written contract
CFRTIF7CATIR Hr i nF=R raNlrtGi I ATInti
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Dubuque
ty q
50 W. 13th St
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Dubuque, IA 52001
AUTHORIZED REPRESENTATIVE
&.1�
ACORD 25 (2016/03) 01988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Page 131 of 567
COMMERCIAL AUTO
CA 71 09 01 17
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO ULTRA ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
COMMON POLICY CONDITIONS
COVERAGE INDEX
DESCRIPTION
PAGE
Temporary Substitute Auto Physical Damage
2
Broad Form Insured
2
Employee as Insureds
2
Additional Insured Status by Contract, Agreement or Permlt
2
Bail Bond Coverage
3
Loss of Eamings Coverage
3
Amended Fellow Employee Coverage
3
Towing and Labor
3
Physical Damage Additional Transportation Expense Coverage
3
Extra Expense - Theft
3
Rental Reimbursement and Additional Transportation Expense
4
Personal Effects Coverage
4
Personal Property of Others
4
Locksmith Coverage
4
Vehicle Wrap Coverage
5
Airbag Accidental Discharge
5
Audio, Visual and Data Electronic Equipment Coverage
5
Auto Loan/Lease Total Loss Protection
5
Glass Repair — Deductible Amendment
5
Amended Duties in the Event of Accident, Claim, Suit or Loss
6
Waiver of Subrogation Required by Contract
6
Unintentional Failure to Disclose
6
Hired, Leased, Rented or Borrowed Auto Physical Damage
6
Mental Anguish
7
Extended Cancellation Condition
7
The COVERAGE INDEX set forth above is informational only and grants no coverage.
Terms set forth in (Bold Italics) are likewise for information only and by themselves shall be deemed to grant no
coverage.
CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7
Page 132 of 567
(Temporary Substitute Auto Physical Damage)
A. 'TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE
SECTION I — COVERED AUTOS, paragraph C. Certain Trailers, Mobile Equipment and Temporary Substitute
Autos is amended by adding the following at the end of the existing language:
If Physical Damage Coverage is provided under this Coverage form for an "auto" you own, the Physical Damage
coverages provided for that owned "auto" are extended to any "auto" you do not own while used with the permission of its
owner as a temporary substitute for the covered "auto" you own that is out of service because of its breakdown, repair,
servicing, "loss", or destruction
S. BROADENED LIABILITY COVERAGES
SECTION 11 -- LIABILITY COVERAGE in Paragraph A. Coverage at 1. Who Is An Insured is amended to include the
following:
(Broad Form Insured)
d. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date
of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured"
under any other automobile policy or would be an "insured" under such a policy but for its termination or the
exhaustion of its Limit of Insurance.
e. Any organization that is acquired or formed by you, during the term of this policy and over which, you
maintain majority ownership. However, the Named Insured does not include any newly formed or acquired
organization:
(1) That is a joint venture or partnership,
(2) That is an "insured" under any other policy,
(3) That has exhausted its Limits of Insurance under any other policy, or
(4) 180 days or more after its acquisition or formation by you, unless you have given us notice of the
acquisition or formation
Coverage does not apply to "bodily injury" or "property damage" that results from an accident that occurred
before you formed or acquired the organization.
(Employee as Insureds)
f. Any employee of yours while acting in the course of your business or your personal affairs while using a
covered "auto" you do not own, hire or borrow.
(Additional Insured Status by Contract, Agreement or Permit)
g. Any person or organization whom you are required to add as an additional insured on this policy under a
written contract or agreement; but the written contract or agreement must be:
(1) Currently in effect or becoming effective during the term of this policy; and
(2) Executed prior to the "bodily injury" or "property damage."
The additional insured status will apply. only with respect to your liability for "bodily -injury" or "property
damage" which may be imputed to that person(s) or organization(s) directly arising out of the ownership,
maintenance or use of the covered "autos" at the location(s) designated, if any.
Coverage provided by this endorsement will not exceed the limits of liability required by the written contract
or written agreement even. if the limits of liability stated in the policy exceed those limits. This endorsement
shall not increase the limits stated in Section II. C. Limits of Insurance.
For any covered "auto" you own this Coverage Form provides primary coverage.
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Page 133 of 567
C. BROADENED SUPPLEMENTARY PAYMENTS
SECTION II. LIABILITY A. Coverage 2, Coverage Extensions a. Supplementary Payments (2) and (4) are replaced
by the following.
(Bail Bond Coverage)
(2) Up to $5,000 for cost of bail bonds (including bonds for related traffic violations) required because of an
"accident" we cover. We do not have to furnish these bonds.
(Loss of Earnings Coverage)
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earning up to $500 a
day because of time off from work.
(Amended Fellow Employee Exclusion)
D. AMENDED FELLOW EMPLOYEE EXCLUSION
Only with respect to your "employees" who occupy positions which are supervisory in nature, SECTION II. LIABILITY B.
Exclusion 5. Fellow Employee is replaced by:
5. Fellow Employee
"Bodily Injury":
a. To you, or your partners or members (if you are a partnership or joint venture), or to your members (if you.
are a limited liability company);
b. To your "executive officers" and directors (if you are an organization other than a partnership, joint venture,
or limited liability company) but only with respect to performance of their duties as your officers or directors;
c. For which there is an obligation to share damages with or repay someone else who must pay damages
because of the injury described in paragraph a and b above; or
d. Arising out of his or her providing or failing to provide professional health care services.
For purposes of this endorsement, a position is deemed to be supervisory in nature if that person performs
principle work which is substantially different from that of his or her subordinates and has authority to hire,
transfer, direct, discipline or discharge.
E. BROADENED PHYSICAL DAMAGE COVERAGES
SECTION III — PHYSICAL DAMAGE COVERAGE A. Coverage is amended as follows:
(Towing and Labor)
2. Towing is deleted and replaced with the following:
2. Towing and Labor
We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" is disabled:
a. For private passenger type vehicles we will pay up to $100 per disablement.
b. For all other covered "auto's" we will pay up to $500 per disablement
However, the labor must be performed at the place of disablement.
(Physical Damage Additional Transportation Expense Coverage)
4. Coverage Extensions
a. Transportation Expenses is amended to provide the following limits:
We will pay up to $60 per day to a maximum of $1,800. All other terms and provisions of this section remain
applicable.
The following language is added to 4. Coverage Extensions:
(Extra Expense — Theft)
c. Theft Recovery Expense
If you have purchased Comprehensive Coverage on an "auto" that is stolen, we Wil pay the expense of
returning that stolen auto to you. The limit for this coverage extension is $5,000.
CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7
Page 134 of 567
(Rental Reimbursement and Additional Transportation E*ense)
d. Rental Reimbursement
We will provide Rental Reimbursement and Additional Expense coverage only for those Physical Damage
coverages for which a premium is shown in the Declarations or schedule pages. Coverage applies only -to a
covered "auto".
(1) We will pay for auto rental expense and the expense incurred by you because of "loss" to remove and
transfer your materials and equipment from a covered "auto" to a covered "auto." Payment applies in
addition to the otherwise applicable coverage you have on a covered "auto." No deductible applies to this
coverage.
(2) We will pay only for expenses incurred during the policy period and beginning 24 hours after the "loss"
and ending, regardless of the policy's expiration, with the lesser of the following number of days:
(a) The number of days reasonably required to repair or replace the covered "auto." If "loss" is caused
by theft, this number of days is added to the number of days it takes to locate the covered "auto" and
return it to you, or
(b) 30 days.
(3) Our payment is limited to the lesser of the following amounts:
(a) Necessary and actual expenses incurred; or
(b) $75 per day.
(c) This coverage does not apply while there are spare or reserve "autos" available to you for your
operations.
(d) If 'loss" results from the total theft of a covered "auto" of the private passenger or light truck type, we
will pay under this coverage only that amount of your rental reimbursement expense which is not
already provided for under the SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4.
Coverage Extensions, a. Transportation Expenses.
(Personal Effects Coverage)
e. Personal Effects
If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is
stolen, we will pay, without application of a deductible, up to $500 for Personal Effects stolen with the "auto".
The insurance provided under this provision is excess over any other collectible insurance. For this coverage
extension, Personal Effects means tangible property that is worn or carried by an "insured".
(Personal Property of Others)
f. Personal Property of Others
We will pay up to $500 for loss to personal property of others in or on your covered "auto." This coverage
applies only in the event of 'loss" to your covered "auto" caused by fire, lightning, explosion, theft, mischief
or vandalism, the covered "auto's" collision with another object, or the covered "auto's" overturn. No
deductibles apply to this coverage.
(Locksmith Coverage)
g. Locksmith Coverage
We will pay up to $250 per occurrence for necessary locksmith services for keys locked inside a covered
private passenger "auto". The deductible is waived for these services.
f,
Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17
Page 135 of 567
(Vehicle Wrap Coverage)
h. Vehicle Wrap Coverage
If you have Comprehensive or Collision coverage on an "auto" that is a total loss, in addition to the actual
cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered
"auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage for any one "loss" is $5,000. For purposes of this coverage provision,
signs or other graphics painted,or magnetically affixed to the vehicle are not considered vehicle wraps.
(Airbag Accidental Discharge)
F. SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended at 3. to include the following
language:
If you have purchased Comprehensive or Collision Coverage under this policy, this exclusion does not apply to
mechanical breakdown relating to the accidental discharge of an air bag. This coverage applies only to a covered
auto you own and is excess of any other collectible insurance or warranty. No deductible applies to this coverage.
G. BROADENED LIMITS OF INSURANCE
(Audio, Visual and Data Electronic Equipment Coverage)
SECTION III — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance at 1.b. is amended to provide the following
limits:
b. Limits of $1,000 per 'loss" is increased to $5,000 per 'loss". All other terms and provisions of this section
remaih applicable.
(Auto Loan/Lease Total Loss Protection)
SECTION Ill — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance is amended by adding the following
language:
4. In the event of a total "Ibss" to a covered "auto" shown in the Schedule pages, subject at the time of the "loss" to
a loan or lease, we will pay any unpaid amount due including up to a maximum of $500 for early termination fees
or penalties on the lease or loan for a covered"auto" less:
a. The amount paid under the Physical Damage Coverage Section of the policy; and
b. Any:
(1) Overdue lease ! loan payments at the time of the 'loss";
(2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage;
(3) Security deposits not returned by the lessor;
(4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased
with the loan or lease; and
(5) Carry-over balances from previous loans or leases.
(Glass Repair— Deductible Amendment)
H. GLASS REPAIR — DEDUCTIBLE
SECTION III — PHYSICAL DAMAGE COVERAGE — D. Deductible is amended by adding the following:
Any deductible shown in the Declarations as applicable to the covered "auto" will not apply to glass breakage if the
damaged glass is repaired, rather than replaced.
CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7
Page 136 of 567
(Amended Duties in the Event of Accident: Claim, Suit or Loss)
1. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS
Under SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions , the following is added to paragraph 2.
Duties In The Event of Accident, Suit or Loss:
d. Knowledge of any "accident", "claim", "suit" or "loss" will be deemed knowledge by you when notice of such
"accident", "claim", "suit" or "loss" has been received by:
(1) You, if you are an individual;
(2) Any partner or insurance manager if you are a partnership;
(3) An executive officer or insurance manager, if you are a corporation;
(4) Your members, managers or insurance manager, if you are a limited liability company; or
(5) Your officials, trustees, board members or insurance manager, if you are a not -for -profit organization.
(Waiver of Subrogation by Contract)
J. WAIVER OF SUBROGATION REQUIRED BY CONTRACT
Under SECTION IV., BUSINESS AUTO CONDITIONS, A. Loss Conditions 5. Transfer of Rights of Recovery
Against Others to Us the following language is added:
However, we waive any rights of recovery we may have against the person or organization with whom you have
agreed in writing in a contract, agreement or permit, to provide insurance such as is afforded under the policy to
which this endorsement is attached. This provision does not apply unless the written contract or written agreement
has been executed, or permit has been issued, prior to the "bodily injury" or "property damage."
(Unintentional Failure to Disclose)
K. UNINTENTIONAL FAILURE TO DISCLOSE
Under SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions , the following is added to 2.
Concealment, Misrepresentation Or Fraud:
Your unintentional error in disclosing, or failing to disclose, any material fact existing at the effective date of this
Coverage Form, or during the policy period' in connection with any additional hazards, will not prejudice your rights
under this Coverage Form.
(Hired, Leased, Rented or Borrowed Auto Physical Damage)
L. HIRED, LEASED, RENTED OR BORROWED AUTO PHYSICAL DAMAGE
Under SECTION IV — BUSINESS AUTO CONDITIONS B. General Conditions 5. Other Insurance Paragraph 5.b. is
replaced by the following:
b. (1) For "Comprehensive" and "Collision" Auto Physical Damage coverage provided by this endorsement, the
following are deemed to be covered "autos" you own:
(a) Any Covered "auto" you lease, hire, rent or borrow: and '
(b) Any Covered "auto" hired or rented by your "employee" under a contract in that individual
"employee's" name, with your permission, while performing duties related to the conduct of your
business.
However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto"
(2) Limit of Insurance For This Section
The most we will pay for any one "loss" is the lesser of the following:
(a) $75,000 per accident, or
(b) actual cash value at the time of loss, or
(c) cost of repair.
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Page 137 of 567
Minus a $500 deductible. An adjustment for depreciation and physical condition will be made in
determining actual cash value in the event of a total loss. No deductible applies to "loss" caused by fire
or lightning.
(3) This Hired Auto Physical Damage coverage is excess over any other collectible insurance.
(4) Definitions For This Section
(a) Comprehensive Coverage: from any cause except the covered "auto's" collision with another object
or the covered "auto's" overturn. We will pay glass breakage, 'loss" caused by hitting a bird or animal
and, "loss" caused by falling objects or missiles.
(b) Collision Coverage: caused by the covered "auto's" collision with another object or by the covered
"auto's" overturn.
(Mental Anguish)
M. MENTAL ANGUISH
Under SECTION V -- DEFINITIONS, C. is replaced by the following:
C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including mental anguish or death
resulting from bodily injury, sickness, or disease.
(Extended Cancellation Condition)
N. EXTENDED CANCELLATION CONDITION
Under CANCELLATION, of the COMMON POLICY CONDITIONS form, item 2.b. is replaced by the following:
b. 60 days before the effective date of cancellation if we cancel for any other reason.
CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7
Page 138 of 567
IL 71 05 10 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
COMMERCIAL UMBRELLA COVERAGE PART
The following is added to the Other Insurance Condition and supersedes any provision to the contrary:
Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured
under your policy provided that:
(1) The additional insured is a Named Insured under such other insurance;
(2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek
contribution from any other insurance available to the additional insured;
(3) The additional insured gives us prompt written notice of any "occurrence" which may result in a claim and prompt
written notice of "suit";
(4) The additional insured immediately forwards all legal papers to us, cooperates in the investigation or settlement of
the claim or defense against the "suit", and otherwise complies with policy conditions.
(5) The additional insured must tender the defense and indemnity of any claim or "suit" to any other insurer which also
insures against a loss we cover under this policy. This includes, but is not limited to, any insurer which has issued a
policy of insurance in which the additional insured qualifies as an insured. For the purpose of this requirement, the
term "insures against" refers to any self-insurance and to any insurer which issued a policy of insurance that may
provide coverage for the loss, regardless of whether the additional insured has actually requested that the insurer
provide the additional insured with a defense and/or indemnity under that policy of insurance.
(6) The additional insured agrees to make available any other insurance that the additional insured has for a loss we
cover under this policy.
IL 71 05 10 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1
Page 139 of 567
CG 71 03 07 17
ULTRA LIABILITY PLUS ENDORSEMENT
COMMERCIAL GENERAL LIABILITY EXTENSION ENDORSEMENT SUMMARY OF COVERAGES
This is a summary of the various additional coverages and coverage modifications provided by this
endorsement. No coverage is provided by this summary.
i Extended Property Damage
• Expanded Fire Legal Liability to include Explosion, Lightning and Sprinkler Leakage
` Coverage for non -owned watercraft is extended to 51 feet in length
• Property Damage - Borrowed Equipment
' Property Damage Liability - Elevators
• Coverage D - Voluntary Property Damage Coverage
$5,000 Occurrence with a $10,000 Aggregate
• Coverage E - Care, Custody and Control Property Damage Coverage
$25,000 Occurrence with a $100,000 Aggregate - $500 Deductible
• Coverage F - Electronic Data Liability Coverage - $50,000
• Coverage G - Product Recall Expense
$25,000 Each Recall Limit with a $50,000 Aggregate - $1,000 Deductible
` Coverage H - Water Damage Legal Liability - $25,000
• Increase in Supplementary Payments: Bail Bonds to $1,000
" Increase in Supplementary Payments: Loss of Earnings to $500
• For newly formed or acquired organizations - extend the reporting requirement to 180 days
" Broadened Named Insured
" Automatic Additional Insured - Owners, Lessees or Contractors - Automatic Status When Required in Construction
Agreement With You — Including Upstream Parties
• Automatic Additional Insured - Vendors
• Automatic Additional Insured - Lessor of Leased Equipment Automatic Status When Required in Lease Agreement With
You
• Automatic Additional Insured - Managers or Lessor of Premises
* Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured
' Additional Insured - Employee Injury to Another Employee
` Automatically included - Aggregate Limits of Insurance (per location)
" Automatically included - Aggregate Limits of Insurance (per project)
` Knowledge of occurrence - Knowledge of an "occurrence","claim or suit" by your agent, servant or employee shall not in
itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from
the agent, servant or employee
" Blanket Waiver of Subrogation
" Liberalization Condition
• Unintentional failure to disclose all hazards. If you unintentionally fail to disclose any hazards existing at the inception
date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this
provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal.
' Mobile equipment to include snow removal, road maintenance and street cleaning equipment less than 1,000 Ibs GVW
" Bodily Injury Redefined
REFER TO THE ACTUAL ENDORSEMENT FOLLOWING ON PAGES 2 THROUGH 12 FOR CHANGES AFFECTING
YOUR INSURANCE PROTECTION
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ULTRA LIABILITY PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SECTION I -COVERAGES
A. The following changes are made at COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY
1. Extended Property Damage
At 2. Exclusions exclusion a. Expected or Intended Injury is replaced with the following:
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does
not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or
property.
2. Expanded Fire Legal Liability
At 2. Exclusions the last paragraph is deleted and replaced by the following:
Exclusions c. through n. do not apply to damage by fire, explosion, lightning, smoke resulting from such fire,
explosion, or lightning or sprinkler leakage to premises while rented to you or temporarily occupied by you with
permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III -
LIMITS OF INSURANCE.
3. Non -Owned Watercraft
At 2. Exclusions exclusion g. Aircraft, Auto Or Watercraft (2) (a) is deleted and replaced by the following:
(a) Less than 51 feet long;
4. Property Damage — Borrowed Equipment
At 2. Exclusions the following is added to paragraph (4) of exclusion j. Damage To Property:
This exclusion does not apply to "property damage" to borrowed equipment while at a jobsite and while not being
used to perform operations. The most we will pay for "property damage" to any one piece of borrowed equipment
under this coverage is $25,000 per occurrence. The insurance afforded under this'provision is excess over any
valid and collectible property insurance (including deductible) available to the insured, whether primary, excess,
contingent or on any other basis.
4
5. Property Damage Liability — Elevators
At 2. Exclusions the following is added to paragraphs (3), (4) and (6) of exclusion j. Damage To Property:
This exclusion does not apply to "property damage" resulting from the use of elevators. However, any insurance
provided for such "property damage" is excess over any valid and collectible property insurance (including
deductible) available to the insured, whether primary, excess, contingent or on any other basis.
B. The following coverages are added:
1. COVERAGE D -VOLUNTARY PROPERTY DAMAGE COVERAGE
"Property damage" to property of others caused by the insured:
a. While in your possession; or
b. Arising out of "your work".
Coverage applies at the request of the insured, whether or not the insured is legally obligated to pay.
For the purposes of this Voluntary Property Damage Coverage only:
Exclusion j. Damage to Property is deleted and replaced by the following:
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j. Damage to Property
"Property damage" to:
(1) Property held by the insured for servicing, repair, storage or sale at premises you own, rent, lease,
operate or use;
(2) Property transported by or damage caused by any "automobile", `watercraft' or "aircraft' you own, hire or
lease;
(3) Property you own, rent, lease, borrow or use.
The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE
For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when
we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted
discretion in making payments under this coverage.
2. COVERAGE E - CARE, CUSTODY AND CONTROL PROPERTY DAMAGE COVERAGE
For the purpose of this Care, Custody and Control Property Damage Coverage only:
a. Item (4) of exclusion j. does not apply.
The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE
For the purposes of this Care, Custody .and Control Property Damage Coverage, our right and duty to
defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we
are granted discretion in making payments under this coverage.
3. COVERAGE F - ELECTRONIC DATA LIABILITY COVERAGE
For the purposes of this Electronic Data Liability Coverage only:
a. Exclusion p. of Coverage A — Bodily Injury And Property Damage Liability in Section 1 — Coverages is
replaced by the fallowing:
2. Exclusions
This insurance does not apply to:
p. Electronic data
Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or
inability to manipulate "electronic data" that does not result from physical injury to tangible property.
However, this exclusion does not apply to liability for damages because of "bodily injury"
b. "Property damage" means:
(1) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use
shall be deemed to occur at the time of the physical injury that caused it; or
(2) Loss of use of tangible property that is not physically injured, All such loss of use shall be deemed to
occur at the time of the "occurrence" that caused it; or
(3) Loss of, loss of use of, damage to, corruption of, inability to access or inability to properly manipulate
"electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall
be deemed to occur at the time of the 'occurrence" that caused it.
For the purposes of this Electronic Data Liability Coverage, "electronic data" is not tangible property.
The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE
4. COVERAGE G - PRODUCT RECALL EXPENSE
a. Insuring Agreement
(1) We will pay 90% of "product recall expense" you incur as a result of a "product recall' you initiate during
the coverage period.
(2) We will only pay for "product recall expense" arising out of "your products" which have been physically
relinquished to others.
The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE
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b. Exclusions
This insurance does not apply to "product recall expense" arising out of:
(1) Any fact, circumstance or situation which existed at the inception date of the policy and which you were
aware of, or could reasonably have foreseen that would have resulted in a "product recall".
(2) Deterioration, decomposition or transformation of a chemical nature, except if caused by an error in the
manufacture, design, processing, storage, or transportation of "your product".
(3) The withdrawal of similar products or batches that are not defective, when a defect in another product or
batch has been found.
(4) Acts, errors or omissions of any of your employees, done with prior knowledge of any of your officers or
directors.
(5) Inherent vice, meaning a natural condition of property that causes it to deteriorate or become damaged.
(6) "Bodily injury" or "property damage".
(7) Failure of "your product" to accomplish its intended purpose, including any breach of warranty of fitness,
quality, efficacy or efficiency, whether written or implied.
(8) Loss of reputation, customer faith or approval, or any costs incurred to regain customer market, or any
other consequential damages.
(9) Legal fees or expenses.
(10) Damages claimed for any loss, cost or expense incurred by you or others for the loss of use of "your
product".
(11) "Product recall expense" arising from the "product recall" of any of "your products" for which coverage is
excluded by endorsement.
(12) Any "product recall' initiated due to the expiration of the designated shelf life of `your product"
5. COVERAGE H -WATER DAMAGE LEGAL LIABILITY
The Insurance provided under Coverage H (Section 1) applies to "property damage" arising out of water damage
to premises that are both rented to and occupied by you.
The Limit under this coverage shall not be in addition to the Damage To Premises Rented To You Limit.
The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE
C. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended:
1. To read SUPPLEMENTARY PAYMENTS
2. Bail Bonds
Item 1.b. is amended as follows:
b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the
use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these
bonds.
3. Loss of Earnings
Item 1.d. is amended as follows:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of
the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.
4. The following language is added to Item 1.
However, we shall have none of the duties set forth above when this insurance applies only for Voluntary
Property Damage Coverage and/or Care, Custody or Control Property Damage Coverage and we have paid
the Limit of Liability or the Aggregate Limit for these coverages.
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SECTION II -WHO 1S AN INSURED
A. The following change is made:
Extended Reporting Requirements
Item 3.a. is deleted and replaced by the following :
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or
the end of the policy period, whichever is earlier.
B. The following provisions are added:
4. BROAD FORM NAMED INSURED
Item 11 is added as follows:
f. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy
period only if there is no other similar insurance available to that entity. However:
(1) Coverage A does not apply to "bodily injury' or "property damage" that occurred before you acquired
more than 50 percent of the voting stock; and
(2) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed
before you acquired more than 50 percent of the voting stock.
5. Additional Insured - Owners, Lessees or Contractors -Automatic Status When Required in Construction
or Service Agreement With You — Including Upstream Parties
a. Any person or organization for whom you are performing operations when you and such person or
organization have agreed in writing in a contract or agreement that such person or organization be added as
an additional insured on your policy;
b. Any other person or organization you are required to add as an additional insured under the contract or
agreement described in Paragraph a. above.
Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property
damage" or "personal and advertising injury" which may be imputed to that person or organization directly arising
out of:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf;
in the performance of your ongoing operations for the additional insured.
However, the insurance afforded to such additional insured:
1. Only applies to the extent permitted by law; and
2. Will not be broader than that which you are required by the contract or agreement to provide for such
additional insured.
c. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:
This insurance does not apply to:
1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or
the failure to render, any professional architectural, engineering or surveying services, including:
a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; or
b. Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the
supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which
caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising
injury", involved the rendering of or the failure to render any professional architectural, engineering or
surveying services.
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2. 'Bodily injury" or "property damage" occurring after:
a. All work, including materials, parts or equipment furnished in connection with such work, on; the
project (other than service, maintenance or repairs) to be performed by or on behalf of the additional
insured(s) at the location of the covered operations has been completed; or
b. That portion of "your work" out of which the injury or damage arises has been put to its intended use
by any person or organization other than another contractor or subcontractor engaged in performing
operations for a principal as a part of the same project.
6. Additional Insured - Vendors
a. Any person(s) or organization(s) (referred to throughout this additional coverage as vendor), but only with
respect to "bodily injury" or "property damage", which may be imputed to that person(s) or organization(s)
arising out of 'your products" shown with the Schedule which are distributed or sold in the regular course of
the vendor's business is an insured.
However:
(1) The insurance afforded to such vendor only applies to the extent permitted by law; and
(2) If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such
vendor will not be broader than that which you are required by the contract or agreement to provide for
such vendor.
b. With respect to the insurance afforded to these vendors, the following additional exclusions apply:
(1) This insurance afforded the vendor does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of
the assumption of liability in a contract or agreement. This exclusion does not apply to liability for
damages that the vendor would have in the absence of the contract or agreement;
(b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor;
(d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or
the substitution of parts under instructions from the manufacturer, and then repackaged iri the
original container.
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to
make or normally undertakes to make in the usual course of business, in connection with the
distribution or sale of products.
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale of the product.
(g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a
container, part or ingredient of any other thing or substance by or for the vendor.
(h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts
or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion
does not apply to:
i. The exceptions contained in Sub -paragraphs d. or f.; or
ii. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally
undertakes to make in the usual course of business, in connection with the distribution or sale of
the products. ,
(2) This insurance does not apply to any insured person or organization, from whom you have acquired such
products, or any ingredient, part or container, entering into, accompanying or containing such products.
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7. Additional Insured — Lessor of Leased Equipment -- Automatic Status When Required in Lease
Agreement With You
a. Any person(s) or organization(s) from whom you lease equipment when you and such person(s) or
organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be
added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with
respect to your liability for "bodily injury", "property damage" or "personal and advertising injury" directly
arising out of the maintenance, operation or use of equipment leased to you, which may be imputed to such
person or organization as the lessor of equipment.
However, the insurance afforded to such additional insured:
(1) Only applies to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract or agreement to provide for such
additional insured.
A person's or organization's status as an additional insured under this endorsement ends when their contract
or agreement with you for such leased equipment ends.
b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any
"occurrence" which takes place after the equipment lease expires. -
8. Additional Insured -- Managers or Lessors of Premises
a. Any person(s) or organization(s), but only with respect to liability arising out of the ownership, maintenance or
use of that part of the premises leased to you and subject to the following additional exclusions:
This insurance does not apply to:
(1) Any "occurrence" which takes place after you cease to be a tenant in that premises.
(2) Structural alterations, new construction or demolition operations performed by or on behalf of the
person(s) or organization(s) shown in the Schedule.
However:
(1) The insurance afforded to such additional insured only applies to the extent permitted by law; and
(2) If coverage provided to the additional insured is required by a contract or agreement, the insurance
afforded to such additional insured will not be broader than that which you are required by the contract or
agreement to provide for such additional insured.
9. Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured
a. Any architects, engineers or surveyors who are not engaged by you are insureds, but only with respect to
liability for "bodily injury" or "property damage" or "personal and advertising injury" which may be imputed to
that architect, engineer or surveyor arising out of:
(1) Your acts or omissions; or
(2) Your acts or omissions of those acting on your behalf;
in the performance of your ongoing operations performed by you or on your behalf.
But only if such architects, engineers or surveyors, while not engaged by you, are contractually required to be
added as an additional insured to your policy.
However, the insurance afforded to such additional insured:
(1) Only applies to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract or agreement to provide for such
additional insured.
b. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to "bodily injury", "property damage" or "personal and advertising Injury"
arising out of the rendering of or failure to render any professional services, including:
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(1) The preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys,
change orders, designs or specifications; or
(2) Supervisory, inspection or engineering services.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the
supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which
caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising
injury", involved the rendering of or the failure to render any professional services.
10. Additional Insured- Employee Injury to Another Employee ,
With respect to your "employees who occupy positions which are supervisory in nature:
Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED is amended to read:
a. "Bodily injury" or "personal and advertising injury"
(1) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if
you are a limited liability company);
(2) For which there is any obligation to share damages with or repay someone else who must pay damages
because of the injury described in paragraph (1)(a) above; or
(3) Arising out of his or her providing or failing to provide professional healthcare services. Paragraph 3.a. is
deleted.
For the purpose of this Item 10 only, a position is deemed to be .supervisory in nature if that person performs
principle work which is substantially different from that of his or her subordinates and has authority to ,hire,
direct, discipline or discharge.
SECTION III -- LIMITS OF INSURANCE
A. The following Items- are deleted and replaced by the following:
2. The General Aggregate Limit is the most we will pay for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in
the "products -completed operations hazard'; and
c. Damages under Coverage B; and
d. Damages under Coverage H.
3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages
because of "bodily injury" and "property damage" included in the "products -completed operations hazard" and
Coverage G.
6. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for
damages because of "property damage" to any one premises, while rented to you, or in the case of damage by
fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage while rented
to you or temporarily occupied by you with permission of the owner.
B. The following are added:
8. Subject to Paragraph 5. of SECTION III — LIMITS OF INSURANCE $25,000 is the most we will pay under
Coverage H for Water Damage Legal Liability.
Coverage G - Product Recall Expense
9. Aggregate Limit $50,000
Each Product Recall Limit $25,000
a. The Aggregate Limit shown above is the most we will pay for the sum of all "product recall expense" you
- incur as a result of all "product recalls" you initiate during the endorsement period.
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b. The Each Product Recall Limit shown above is the most we will pay, subject to the Aggregate and $1,000
deductible, for "product recall expense" you incur for any one "product recall" you initiate during the
endorsement period.
We will only pay for the amount of "product recall expenses" which are in excess of the deductible amount. The
deductible applies separately to each "product recall". The limits of insurance will not be reduced by the amount
of this deductible.
We may, or will if required by law, pay all or any part of any deductible amount. Upon notice of our payment of a
deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid.
10. Aggregate Limits of Insurance (Per Location)
The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you or
temporarily occupied by you with the permission of the owner.
"Location" means premises involving the same or connecting lots, or premises whose connection is interrupted
only by a street, roadway, waterway or right-of-way of a railroad.
11. Aggregate Limits of Insurance (Per Project)
The General Aggregate Limit applies separately to each of your projects away from premises owned by or rented
to you.
12. With respects to the insurance afforded to additional insureds afforded coverage by items 5 through 10 of
SECTION 11 — WHO IS AN INSURED above, the following is added:
The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement;
b. Available under the applicable Limits of Insurance shown in the Declarations;
Whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
13 Subject to 5. of SECTION III -- LIMITS OF INSURANCE, a $5,000 "occurrence" limit and a $10,000 "aggregate"
limit is the most we will pay under Coverage A for damages because of "property damage" covered under
Coverage D - Voluntary Property Damage Coverage.
For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when
we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted
discretion in making payments under this coverage.
14. Subject to 5. of SECTION III — LIMITS OF INSURANCE, a $25,000 "occurrence" limit and a $100,000
"aggregate" limit is the most we will pay under Coverage E - Care, Custody and Control Coverage regardless
of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits".
Deductible - Our obligation to pay damages on your behalf applies only to the amount of damages in excess of
$500.
This deductible applies to all damages because of "property damage" as the result of any one "occurrence"
regardless of the number of persons or organizations who sustain damages because of that "occurrence".
We may pay any part or all of the deductible amount to effect settlement of any claim or "suit' and upon
notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has
been paid by us.
As respects this coverage "aggregate" is the maximum amount we will pay for all covered "occurrences" during
one policy period.
For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to
defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we
are granted discretion in making payments under this coverage.
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15. Subject to 5. of SECTION III — LIMITS OF INSURANCE, the most we will pay for "property damage" under
Coverage F - Electronic Data Liability Coverage for loss of "electronic data" is $50,000 without regard to the
number of "occurrences".
SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS
A. The following conditions are amended:
1. Knowledge of Occurrence
a. Condition 2., Items a. and b. are deleted and replaced by the following:
(1) Duties In The Event Of Occurrence, Offense, Claim Or Suit
(a) You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which
may result in a claim. Knowledge of an "occurrence" by your agent, servant or employee shall not in
itself constitute knowledge of the named insured unless an officer of the named insured has received
such notice from the agent, servant or employee. To the extent possible, notice should include:
I. How, when and where the "occurrence" took place;
ii. The names and addresses of any injured persons and witnesses, and
iii. The nature and location of any injury or damage arising out of the "occurrence" or offense.
(b) If a claim is made or "suit" is brought against any insured, you must:
i. Immediately record the specifics of the claim or "suit" and the date received; and
ii. Notify us as soon as practicable.
You must see to it that we receive written notice of the claim or "suit" as soon as practicable. Knowledge
of a claim or "suit" by your agent, servant or employee shall not in itself constitute knowledge of the
named insured unless an officer of the named insured has received such notice from the agent, servant
or employee.
2. Where Broad Form Named Insured is added in SECTION II — WHO IS AN INSURED of this endorsement,
Condition 4. Other Insurance b. Excess Insurance (1).(a) is replaced by the following:
(a) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to an
insured solely by reason of ownership by you of more than 50 percent of the voting stock, and not
withstanding any other language in any other policy. This provision does not apply to a policy written to apply
specifically in excess of this policy.
B. The following are added:
10. Condition (5) of 2. "Duties in the event Occurrence, Offense, Claim or Suit" c. You or any other involved
insured must:
(5) Upon our request, replace or repair the property covered under Voluntary Property Damage Coverage at
your actual cost, excluding profit or overhead.
11. Blanket Waiver Of Subrogation
We waive any right of recovery we may have against any person or organization because of payments we make
for injury or damage arising out of: premises owned or occupied by or rented or loaned to you, ongoing
operations performed by you or on your behalf, done under a contract with that person or organization, "your
work", or 'your products". We waive this right where you have agreed to do so as part of a written contract,
executed by you before the "bodily injury" or "property damage" occurs or the "personal and advertising, injury"
offense is committed,
12. Liberalization
If a revision to this Coverage Part, which would provide more coverage with no additional premium becomes
effective during the policy period in the state designated for the first Named Insured shown in the Declarations,
your policy will automatically provide this additional coverage on the effective date of the revision.
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13. Unintentional Failure to Disclose All Hazards
Based on our reliance on your representations as to existing hazards, if you unintentionally should fail to disclose
all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part
because of such failure. However, this provision does not affect our right to collect additional premium or
exercise our right of cancellation or non -renewal.
14. The following conditions are added in regard to Coverage G - Product Recall Expense
In event of a "product recall", you must
a. See to it that we are notified as soon as practicable of a "product recall". To the extent possible, notice
should include how, when and where the "product recall" took place and estimated "product recall expense".
b. Take all reasonable steps to minimize "product recall expense". This will not increase the limits of insurance.
c. If requested, permit us to question you under oath at such times as may be reasonably required about any
matter relating to this insurance or your claim, including your books and records. Your answers must be
signed.
d. Permit us to inspect and obtain other information proving the loss. You must send us a signed, swom
statement of loss containing the information we request to investigate the claim. You must do this within 60
days after our request.
e. Cooperate with us in the investigation or settlement of any claim.
f. Assist us upon our request, in the enforcement of any rights against any person or organization which may be
liable to you because of loss to which this insurance applies.
SECTION V -DEFINITIONS
A. At item 12. "Mobile equipment" the wording at f.(1) is deleted and replaced by the following:
f.(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or
(c) Street cleaning;
except for such vehicles that have a gross vehicle weight less than 1,000 Ibs which are not designed for highway
use.
B. Item 3. "bodily injury" is deleted and replaced with the following:
3. "Bodily injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish,
mental injury, shock, fright or death that results from such physical injury, sickness or disease.
C. The following definitions are added for this endorsement only:
23. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or
from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tape
drives, cells, data processing devices or any other media which are used with electronically controlled
equipment.
24. "Product recall" means a withdrawal or removal from the market of "your product" based on the determination by
you or any regulatory or governmental agency that:
a. The use or consumption of 'your product" has caused or will cause actual or alleged "bodily injury" or
"property damage'; and
b. Such determination requires you to recover possession or control of 'your product" from any distributor,
purchaser or user, to repair or replace 'your product", but only if 'your product" is unfit for use or
consumption, or is hazardous as a result of:
(1) An error or omission by an insured in the design, manufacturing, processing, labeling, storage, or
transportation of'your product'; or
(2) Actual or alleged intentional, malicious or wrongful alteration or contamination of 'your product" by
someone other than you.
CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 11 of 12
Page 150 of 567
CG 71 03 07 17
25. "Product recall expense" means reasonable and necessary expenses for:
a. Telephone, radio and television communication and printed advertisements, including stationery, envelopes
and postage.
b. Transporting recalled products from any purchaser, distributor or user, to locations designated by you.
c. Remuneration paid to your employees for overtime, as well as remuneration paid to additional employees or
independent contractors you hire.
d. Transportation and accommodation expense incurred by your employees.
e. Rental expense incurred for temporary locations used to store recalled products.
f. Expense incurred to properly dispose of recalled products, including packaging that cannot be reused.
g. Transportation expenses incurred to replace recalled products.
h. Repairing, redistributing or replacing covered recalled products with like products or substitutes, not to
exceed your original cost of manufacturing, processing, acquisition and/or distribution.
These expenses must be incurred as a result of a "product recall".
CG 71 03 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 12 of 12
Page 151 of 567
CG 71 63 04 09
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CITY OF DUBUQUE, IOWA
ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
The City of Dubuque, Iowa, 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, are included as Additional Insureds with respect to liability arising out of the Insured's
work and/or services performed for the City of Dubuque, Iowa. This coverage shall be primary to the
Additional Insureds, and not contributing with any other insurance or similar protection available to
the Additional Insureds, whether other available coverage be primary, contributing or excess.
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
(For use when including the City as an Additional Insured)
1. Nonwaiver of Government Immunity. The insurance carder 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 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.
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. Nothing contained in this endorsement shall
prevent the carrier from asserting the defense of governmental immunity on behalf of the City of
Dubuque, Iowa.
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.
CG 71 63 04 09 Page 1 of 2
Page 152 of 567
CG 71 63 04 09
5. No Other Change in Polic . The insurance carrier and the City of Dubuque, Iowa agree that the
above preservation of governmental immunities shall not otherwise change or alter the coverage
available under the policy.
CITY OF DUBUQUE, IOWA
CANCELLATION AND MATERIAL CHANGES ENDORSEMENT
Thirty (30) days Advance Written Notice of Cancellation, Non -Renewal, Reduction in insurance
coverage and/or limits and ten (10) days written notice of non-payment of premium shall be sent to:
City of Dubuque, 50 W. 13th St., Dubuque, Iowa 52001. This endorsement supersedes the standard
cancellation statement on the Certificate of Insurance to which this endorsement is attached.
Note: Endorsements above per `Urban Standard Specifications For Public Improvements',
Addendum No. 2 effective July 24, 2001.
CG 71 63 04 09 Page 2 of 2
Page 153 of 567
Order Form #1539
Prepared Client Information
by <� AXON
Prepared by Axon
228 Park Ave S, PMB 577887
New York, NY 10003-1502
United States of America
Greg Hannah
g.hannah@prepared911.com
Dubuque County 9-1-1 Center
Jessica George- Rethwisch
Emergency Communications Director
jgeorge@cityofdubuque.org
Billing Info
770 Iowa St
Dubuque IIowa
US
Subscription Order for the Prepared Assist Communications Service
This is an order for a subscription to the Prepared Communications Service by the client identified above (the "Client") made to Invictus Apps, Inc. ("Invictus"), a
Delaware corporation having an office at 575 Lexington Ave.,14th Floor, New York, NY 10022.
The Prepared Communications Service is a proprietary security and communications service of Invictus pursuant to which Invictus generally makes available the
capability to initiate, receive, manage, analyze, and synthesize multimedia information provided by a Caller or a Caller's mobile device.
Initial Subscription Period
36 months
The Initial Subscription Period is the 36-month period commencing on the Effective Date.
Contract Period
---------------------
Effective Date
Date that Client signs the Subscription Order for the Prepared Assist Communications Service.
Payment Terms
Net 20
Payment for Service is due on the Effective Date and the start date of each Renewal Period and shall be paid in full within 20 days of the due date (Net 20).
Billing Frequency Annually: From Effective Date
[] Proposal Expiration Date December 15, 2025
Annual Subscription Fees
Product Length Service Period Price per Year
Assistive Call -Taking 36 months Effective On Buyer Signature Date $19,593.75
26500 9-1-1 calls/year
Includes real-time transcription & translation of
transcripts, Al Insights, inbound & outbound text and
media, Text -to -Voice (in Spanish), EED+ELS, GPS Links, &
spoken location capture, and keyword alerts & incident
flagging for Supervisors.
Automated QA 36 months Effective On Buyer Signature Date $5,750.50
26500 9-1-1 calls/year
Includes immediate baseline protocol checks for all calls,
automatic incident classification, and custom filteringfor
Page 154 of 567
Product Length
call analytics.
First Year Subtotal for Annual Subscription Fees
One -Time Fees
Product
Audio Collector Technical Implementation Fee
Technical setup and implementation of Prepared.
Audio Collector Hardware Fee
Cost of audio collector hardware required to run Prepared. Includes shipping.
Includes
• 1 host machine(s)
• 1 displays)
First Year Subtotal for One -Time Fees
Service Period Price per Year
$25,344.25
Total Price
$2,800.00
$1,200.00
$4,000.00
Year 1 Overall Total $29,344.25
Year 2 Overall Total $259344.25
Year 3 Overall Total $259344.25
Page 155 of 567
The following terms and conditions are incorporated by reference herein: (1) the Standard Terms and Conditions for the Prepared Communications Service (the
"Standard Terms"), attached hereto as Appendix A, together with all Schedules attached to or referenced anywhere below, and (2) any Special Terms if applicable,
attached hereto as Appendix B.
This document constitutes the "Order" for purposes of the Standard Terms and any Special Terms. Client wishes to subscribe to and use the Prepared
Communications Service as set forth on this Order below and subject to the terms and conditions provided in the Standard Terms. This Order is subject to Invictus'
approval.
Capitalized terms used in this Order and not otherwise defined will have the meanings ascribed to them in the Standard Terms or the other Appendices.
This Order, together with the Standard Terms and these other Appendices hereto and the Schedules attached to and/or referenced in any of the foregoing, contain
the entire agreement and understanding of the parties with respect to the subject matter hereof (the "Agreement") and shall supersede and merge all prior and
contemporaneous communications, agreements, understandings, undertakings and obligations with respect to the subject matter hereof, whether oral or written,
unless the parties have entered into a separate definitive written agreement with respect to the subject matter hereof which has been signed by the authorized
representative(s) of each party. No modification of the Agreement, including this Order or any Appendix hereto, shall be binding on either Party unless it is in writing
and signed by both Parties. Notwithstanding the foregoing, the Agreement does not supersede any Non -Disclosure Agreement or Confidentiality Agreement, if any,
entered into by the parties, which shall continue to be in full force and effect.
By signing and returning this Order, the undersigned Client accepts and agrees to the terms and conditions of this Order and the additional terms and conditions set
forth in each of the Appendices to this Order and the Schedules to this Order to the Appendices, if any, each as specified below which shall be incorporated herein by
reference:
a. Appendix A - Standard Terms and Conditions for the Prepared Communications Service (see attached).
b. Appendix B - Special Terms
Each of Client and I nvictusApps, Inc., intending to be legally bound, hereby confirms its agreement to the terms and conditions of this Order and the Agreement and
have caused this Agreement to be executed by their duly authorized officers as of the Effective Date set forth above.
Page 156 of 567
Appendix
Standard Terms and Conditions for the Prepared*" Communications Service
Corresponding Version of Terms and Conditions: Version 7.0
[See Attached.]
Appendix R
Special Terms
Billing Schedule
Schedule Amount Due
Year 1
Billed on Go -Live Date* $29,344.25
Year 2
Billed 12 months after Effective Date $25,344.25
Year 3
$25,344.25
Billed 24 months after Effective Date
*Go -Live Date will be defined as the date when Prepared has completed the connection with the Iowa State Shared Services to receive 9-1-1 call audio.
Billing Information
Name
Email
Signatures
IN WITNESS W HEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the Effective Date. The undersigned representative of
Client acknowledges that they have read, understood, and agree to the Standard Terms and Conditions set forth in this Agreement.
Dubuque County 9-1-1 Center Prepared by Axon
Name: Michael C. Van Milligen
---------------------- -------------------------------------------------------------------
Title: City Manager
-----------------------------------------------------------------------------------------
Email: ctymgr@cityofdubuque.org
-
----------------------------------------------------------------------------------------
Signed Date: 12/09/2025
---------------------------------------------------------------------------------
Signature:
Name: Danny Cho
Title: Head of Sales
Email: danny@prepared911.com
Signed Date: ------------------------.
Signature:
Page 157 of 567
Appendix A
www.prepared911.com Version 7.0
Standard Terms and Conditions for the Prepared TM Communications Service
These standard terms and conditions as set forth in this document (the "Standard Terms") shall apply to and govern any Order placed
by a Client (as identified in such Order) for a subscription to the Prepared TM Communications Service from Invictus Apps, Inc., a
Delaware corporation, ("Invictus"), to which these Standard Terms are attached or in which they are specifically referenced and which
is signed by both Invictus and the Client. Placing the Order with Invictus constitutes Client's agreement to the Standard Terms set
forth herein, as such Standard Terms may have been updated through the date of such Order.
Any different or additional terms in any purchase order (that is not an Order or Appendices or Exhibits attached thereto), proposal,
offer, or other writing from Client to Invictus shall be deemed a material alteration of these Standard Terms and are hereby expressly
objected to and rejected and shall be of no force or effect. Invictus' failure to object to any different or additional terms and conditions
from Client will neither be construed as Invictus' acceptance of such terms and conditions nor a waiver of these Standard Terms or
the terms and conditions set forth in the Order. Commencement of performance shall not be construed as acceptance of any of Client's
terms and conditions which are different from or in addition to those contained in these Standard Terms or the terms and conditions
set forth in the Order. Course of performance or usage of trade shall not be applied to modify these Standard Terms or the terms and
conditions of any Order. Invictus' offer to provide the Service is expressly conditioned upon Client's acceptance of these Standard
Terms.
In consideration of the mutual promises and covenants contained in the Agreement and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Certain Definitions. In addition to the capitalized terms defined
above and elsewhere in this Agreement, the following capitalized
terms as used in this Agreement shall have the meaning set forth
below:
"Access Credentials" shall mean any username, identification
number, password, license or security key, token, PIN or other
code, method, technology or device used, alone or in
combination, to verify an individual's identity and authorization to
access the Prepared Platform.
"Agreement" shall mean the written agreement entered into by
Client and Invictus and comprised of (i) the Order executed by
both parties, (ii) these Standard Terms, (iii) the Exhibits and other
Appendices to the Order, each as attached to and/or specifically
referenced in the Order, and (iv) all other documents incorporated
in the Order or in these Standard Terms by reference.
"API" shall mean a software or application programming interface
made available by Invictus or a Third Party Application authorized
by Invictus in connection with the Service, including the
associated technical and administrative specifications, standards,
requirements, procedures and communication protocols provided
by Invictus, to allow a computer server to interface with another
computer or server or to process a data file in an automated
fashion. All APIs provided or made available by Invictus are part
of the Prepared Platform.
"Business Day" shall mean any day that is not a Saturday or
Sunday or a Federal holiday in the United States of America.
"Caller" shall mean a caller who contacts a Telecommunicator of
Client.
"Caller Data" shall mean (i) the data, including text, video, audio,
image, and location data, regardless of form or media, that are
submitted or transmitted by a Caller or Caller's Mobile Device to
Invictus from such Caller or Caller's Mobile Device during the
Term of this Agreement, and (ii) any data resulting from the
transcription, translation, synthesis or interpretation of the data
and Authorized User inputs and commands, by the Service, the
Prepared Platform or the Caller Platform Extension.
"Caller Platform Extension" shall mean the proprietary web -
based software application of Invictus, including its functionalities,
features, services, data, design, graphics, images, text, graphical
user interfaces, and all other content, which Invictus makes
available to Callers for use in connection with the Service.
"Client Data" shall mean (i) the data and related information that
are submitted by Client to Invictus or the Prepared Platform, for
creating and managing User accounts and providing access to
Authorized Users and other Users of the Service, including to
authorize or validate access to or use of the Prepared Platform
and to establish the level of privileges and use rights associated
with the Prepared Platform or the Service, (ii) the information and
data about a Caller submitted by an Authorized User of Client to
Invictus or the Prepared Platform, including without limitation any
mobile phone number and other contact information of a Caller,
(iii) any communications sent by Client's Authorized Users to a
Caller via the Prepared Platform, including the Call -Taker
Console, and/or the Caller Platform Extension, and (iv) the data,
including text and audio, that are transmitted between
Responders and Telecom municators and made available to
Invictus during the Term of this Agreement, including any data
resulting from the transcription, translation, synthesis or
interpretation of that data.
"Client Systems" shall mean the information technology
infrastructure and networks of Client, whether operated directly by
Client or through the use of Third Party services or resources.
"Cloud Server" shall mean a server or multiple connected
servers, owned, controlled, operated or maintained by a Third
Party, such as Amazon Web Services, Microsoft Azure or Google
Cloud Platform, which is part of the Prepared Platform, and which
host software, data or technology proprietary to Invictus or
licensed by Invictus or any Client Data.
"Defective Client Data" shall mean any file submitted by Client
that is defective, corrupt, unreadable or incomplete or any data or
file(s) or that do(es) not comply with the specifications or
requirements provided by Invictus for Client Data or that contains
incorrect data or information with respect to any User, including
information regarding a User's level of privileges or use rights that
is inconsistent with the Services ordered by Client.
"Effective Date" shall mean the date of implementation of the
Service, as set forth in the Order.
"Responder" shall mean a licensed medical services provider,
law enforcement officer, firefighter, volunteer firefighter or officer
of a fire company, emergency medical technician, emergency
nurse, ambulance operator, provider of civil defense services, or
any privately employed or contracted personnel with response -
related duties.
"Force Majeure Event" shall mean any act of God, fire, flood,
explosion, war, strikes, or other concerted work stoppages of
labor, inability to obtain raw material, equipment or transportation
breakage or failure of equipment or apparatus, or loss of any
necessary utility or interruption of power or communications
Page 158 of 567
Appendix A
www.prepared911.com
sources or connections, failures in or affecting the performance,
use, or availability of the Internet, associated intranets, or cloud
computing platforms, any failure affecting the performance, use or
availability or data transmission via cellular or wireless means,
any Harmful Code released by a Third Party, any denial of service
attacks, the terrorist, illegal, malicious, wanton, or capricious acts
of a Third Party, changes or modifications in international,
national, or industry standards or protocols, or the existence of or
governmental action or court order or changes in laws prohibiting
or imposing criminal penalties or civil liability for performance
hereunder.
"Harmful Code" shall mean software or other technology,
including any virus, worm, malware or other malicious computer
code, the purpose or effect of which is to permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise
harm or impede, any computer, software, database, system or
network.
"Hours of Coverage" shall mean the period of time between 8:00
a.m. and 6:00 p.m. (East Coast Time) Monday — Friday, except
for any Federal holiday.
"Intellectual Property Rights" shall mean any and all registered
and unregistered rights granted, applied for or otherwise, now or
hereafter in existence under or related to any utility and design
patent, copyright, trademark, trade secret, database right,
database protection or other intellectual property rights, and all
similar or equivalent rights or forms of protection, including without
limitation under any license, and all associated rights of priority in
any part of the world.
"Initial Subscription Period" shall mean (i) a period of twelve
(12) consecutive months from the Effective Date or (ii) such other
period set forth in the Order.
"Invictus Marks" shall mean the trademarks and trade names
and logos of Invictus, including the Prepared word mark and the
Prepared logo as set forth on the top of this Agreement.
"Mobile Device" shall mean (i) a smartphone made by Apple Inc.
and running the iOS operating system made available by Apple
Inc. or (ii) a smartphone made available by another hardware
manufacturer that runs the Android operating system made
available by Google Inc.
"Order" shall mean such written order for the Prepared TM
Communications Service as specified in such order, which order
has been executed by Client and Invictus in writing, and
incorporates these Standard Terms by reference.
"Person" shall mean an individual, sole proprietorship,
partnership, limited partnership, corporation, limited liability
company, stock company, trust, unincorporated association,
government agency, or other similar entity or organization.
"Prepared Platform" shall mean the software, cloud -based
information technology platform, including without limitation, the
Call -Taker Console, servers operated by Invictus and Cloud
Servers, and computer code, software, technologies, processes,
methods, algorithms, and data and content, including protocols,
processes, workflows, and workflow engines (e.g., steps, logic,
and functionality for implementation of out -of -the -box and custom
business processes), rules engines and integration code,
proprietary to Invictus or Third Party Applications licensed from
Third Parties, and Prepared Platform Extensions that are used by
Invictus in performing the Service.
"Prepared Platform Extension" shall mean a web -based or
Mobile Device -installed software application of Invictus, including
its functionalities, features, services, data, design, graphics,
images, text, graphical user interfaces, and all other content, that
Version 7.0
Invictus makes available to Users of Client that are Responders
of Client for use with the Service if the Client has subscribed to
the applicable Service.
"Permitted Uses" shall be limited to the following uses of the
Service: (i) requesting, initiating, and managing the transmission
of Caller Data from a Caller to the Prepared Platform that are
transmitted by such Caller via a Caller Platform Extension and
stored on the Prepared Platform for viewing of such Caller Data
by Client's Authorized Users on a web -based or computer
installed graphical user interface and software dashboard made
available to Telecommunicators; (ii) if Client has subscribed to the
applicable Service, managing and transmitting such Caller Data
to Authorized Users that are Responders as part of the Prepared
Platform ("Call -Taker Console"), and transmitting and managing
communications with a Caller from and to such Call -Taker
Console, and, if applicable, from and to Prepared Platform
Extensions that Invictus makes available to Authorized Users of
Client, as part of the Prepared Platform; (iii) if Client has
subscribed to the applicable Service, managing, transmitting,
transcribing, translating, synthesizing, interpreting, analyzing, and
quality assuring Caller Data and Authorized User inputs and
commands using artificial intelligence, large language models and
other analytics tools; and (iv) any other additional products or
services furnished by Invictus, including any integration with any
other service, to which Client has subscribed pursuant to an Order
and the terms and conditions of this Agreement. For the
avoidance of doubt, "Service" shall also include, as applicable,
any Prepared Platform Extension or Caller Platform Extension to
which the Client has subscribed.
"Telecommunicator" shall mean a call taker, dispatcher, or
similar operator in an emergency dispatch office, such as a public -
safety answering point (PSAP), security operations center, real-
time crime center, fusion center, or similar entity, operated by or
on behalf of Client.
"Service" shall mean Invictus' proprietary Prepared TM
Communications Service and any necessary hardware or other
equipment that Invictus generally makes available to Client
pursuant to one or more Orders, which allows Authorized Users
of Client to perform the following functions: (i) requesting,
initiating, and managing the transmission of Caller Data from a
Caller to the Prepared Platform regarding an incident that are
transmitted by such Caller via a Caller Platform Extension and
stored on the Prepared Platform for viewing of such Caller Data
by Client's Authorized Users on a web -based or computer -
installed graphical user interface and software dashboard made
available for Telecommunicators and (ii), if Client has subscribed
to the applicable Service pursuant to an Order, managing and
transmitting such Caller Data to Authorized Users that are
Responders, as part of the Call -Taker Console, and transmitting
and managing communications with a Caller from and to such
Call -Taker Console, and, if applicable, from and to Prepared
Platform Extensions that Invictus makes available to Authorized
Users of Client that are Responders of Client, as part of the
Prepared Platform; (iii) if Client has subscribed to the applicable
Service pursuant to an Order, managing, transmitting,
transcribing, translating, synthesizing, interpreting, analyzing, and
quality assurance of raw Caller Data, and of Authorized User
inputs and commands, using artificial intelligence, large language
models and other analytics tools; (iv) any other additional
products or services furnished by Invictus, including any
integration with any other service, to which Client has subscribed
pursuant to an Order and the terms and conditions of this
Agreement. As part of the Service, Client expressly authorizes
Invictus to acquire and transmit Apple End -User Enhanced
Page 159 of 567
Appendix A
www.prepared911.com
Emergency Data ("EED") to Client for the purpose of assisting in
an emergency, and Client further directly requests and expressly
authorizes Invictus to provide all data retention and analytics
services with respect to Apple End -User EED Data permitted by
Apple. In addition, Client expressly authorizes Invictus to provide
Google Emergency Location Service location data and additional
emergency information furnished by Google. For clarity, "Service"
shall also include, as applicable, any Prepared Platform Extension
or Caller Platform Extension to which the Client has subscribed.
"Third Party" shall mean a Person not a party to this Agreement.
"Third Party Application" shall mean any third -party software
product, including any online application and offline software
product, that is used by or as part of the Prepared Platform or any
Caller Platform Extension.
"Upgrade" shall mean one or more materially new or different
features or functionalities of the Service compared to a prior
version of the Service in effect as of the Effective Date (as
specified in the Order), including any new or additional content or
software as part of any Caller Platform Extension.
2. Scope.
2.1. Implementation. Promptly following the Effective Date,
Invictus shall use commercially reasonable efforts to implement
the Service for use by Client's Authorized Users. Client shall
provide reasonable cooperation and assistance in connection with
such implementation. During this implementation period, Client
shall make the Client Data available to Invictus, including by using
the API provided by Invictus.
2.2. Service. Subject to and conditioned on Client's and its
Authorized Users' compliance with the terms and conditions of
this Agreement, Invictus will use commercially reasonable efforts
to make available to Client's Authorized Users the Service solely
for the Permitted Uses during the Initial Subscription Period and
any Renewal Term.
2.3. Certain Limitations. (a) Invictus shall have no obligation to
provide the Service with respect to any Defective Client Data. (b)
Invictus shall have no obligation to provide the Service if (i) a User
no longer qualifies as an Authorized User pursuant to Section 3
hereof; (ii) an Authorized User fails to initiate a request to a Caller
for the transmission of Caller Data from such Caller to the
Prepared Platform for viewing of such Caller Data by Client's
Authorized Users received from such Caller; (iii) a Caller fails to
respond to, or fails to take action in response to, a request from
an Authorized User to transmit Caller Data or fails to use the
Caller Platform Extension or fails to transmit Caller Data from such
Caller's Mobile Device using the Caller Platform Extension; (iv) a
Caller fails to operate the Caller Platform Extension in accordance
with instructions provided by Invictus or displayed by the Caller
Platform Extension or fails to accept the terms, conditions, or
policies of Invictus with respect to the use of Caller Platform
Extension and the transmission of Caller Data; (v) an Authorized
User fails to operate the Call -Taker Console or, if applicable, a
Prepared Platform Extension as part of the Prepared Platform in
accordance with instructions provided by Invictus or displayed by
the Call -Taker Console or, if applicable, the Prepared Platform
Extension, or in accordance with the training provided by Invictus
to such Authorized User; (vi) an Authorized User has not been
trained in the use of the Service or the use of the Call -Taker
Console or the Prepared Platform; (vii) an Authorized User has
not installed the applicable Prepared Platform Extension if the
Client has subscribed to the applicable Service; or (viii) Client has
Version 7.0
not complied with the Technical Requirements or has failed to
update the Client Systems with any critical software updates as
required under the Technical Requirements.
2.4. Access; Upgrades. (a) Client's Authorized Users may only
access the Service through the Call -Taker Console, or the
applicable Prepared Platform Extension if the Client has
subscribed to the applicable Service, as part of the Prepared
Platform made available by Invictus from Client Systems through
the Internet. Client shall ensure that all such access to and use is
limited to Client's Authorized Users. Client shall have
responsibility for all such access and use by any Person. Client is
responsible for the proper use of all Access Credentials, including
verifying its Authorized Users and their access to and use of the
Prepared Platform via the Call -Taker Console and the applicable
Prepared Platform Extension if the Client has subscribed to the
applicable Service. (b) Client's Authorized Users may only access
the Prepared Platform remotely through the Internet, either
through the Call -Taker Console made available by Invictus as part
of the Prepared Platform or, with Invictus' prior written consent, by
connecting the Prepared Platform to Client Systems using an API
made available by Invictus, or through the applicable Prepared
Platform Extension if the Client has subscribed to the applicable
Service, and only for the Permitted Uses. Client shall ensure that
all such access to and use is limited to Client's Authorized Users
and through use of Client Systems. Client shall have responsibility
for all such access and use by any Person, including by or through
the Client Systems. (c) Client's Authorized Users may only access
the applicable Prepared Platform Extension as made available by
Invictus as part of the Prepared Platform if the Client has
subscribed to the applicable Service. (d) Client is responsible for
the proper use of all Access Credentials, including verifying its
Authorized Users and their access to and use of the Prepared
Platform as provided in Section 2.4(b) above. (e) Client and its
Authorized Users shall have no right to any Upgrades to the
Service.
2.5. Service Initiation. Client acknowledges and agrees that for
certain features, Client's Authorized Users will need to input a
Caller's mobile phone number to initiate a request to a Caller for
the transmission of Caller Data from such Caller to the Prepared
Platform for viewing of such Caller Data by Client's Authorized
Users on the Call -Taker Console (and the applicable Prepared
Platform Extension if the Client has subscribed to the applicable
Service) as part of the Service. Client acknowledges and agrees
that a Caller may not, at all or in a timely manner, transmit Caller
Data to the Prepared Platform despite having received notification
on their Mobile Device from the Prepared Platform of a request
initiated by an Authorized User of Client to transmit Caller Data.
2.6. Service Availability. (a) Subject to the terms and conditions of
this Agreement, Invictus will use commercially reasonable efforts
to make and keep the Service available to Client on a twenty-four
(24) hour per day basis during the Initial Subscription Period and
any Renewal Term, provided that Client acknowledges and
agrees that the Service may become unavailable as a result of any
of the following exceptions (each, an "Exception"): (i) access to
or use of the Service, or any use of Access Credentials, that does
not strictly comply with this Agreement; (ii) any failure or
unavailability of its Authorized User's Internet connectivity; (iii) a
Force Majeure Event; (iv) any failure, interruption, outage or other
problem with any Caller Platform Extension, the Prepared
Platform or any component of any of the foregoing that was not
developed by Invictus but that is used, directly or indirectly, by
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Invictus in performing the Service, including any Cloud Server,
and any unscheduled maintenance of any of the foregoing as a
result of such failure, interruption, outage or other problem; (v) any
Scheduled Downtime (as defined below); or (vi) any disabling,
suspension or termination of the Service pursuant to Section 2.11
below. (b) To the extent practicable, all planned unavailability of
the Service, such as for maintenance or repair or updates of the
Service or any part or component of any Invictus technology will
be scheduled outside of regular hours of operations of Client, such
as, e.g., in the late evening or during the night or on days that are
not Business Days, ("Scheduled Downtime"). (c) Invictus shall
not be liable to Client for any unavailability of the Service resulting
from any of the Exceptions described in this Section 2.6. In the
event the Service is not available to Client and such unavailability
is not due to any of the Exceptions, Client's sole remedy for such
unavailability shall be for Invictus to use commercially reasonable
efforts to correct such unavailability of the Service.
2.7. Technical Support. (a) Invictus will, as part of the Service and
at no additional charge to Client, provide Client with the following
technical support services to Client and its Authorized Users in
connection with the Service: Invictus will respond to Client's and
its Authorized Users' technical support questions about the
Service and the Prepared Platform and its operation via email and
via telephone, provided that email shall be the preferred means of
providing technical support, within the scope of its standard
technical support services during the Hours of Coverage. Invictus
shall have no obligation to provide any other technical support
services to Client. (b) Client will provide, and will ensure that its
Authorized Users' provide Invictus with, the relevant information
and documentation in its or their respective possession or under
its or their respective control requested by Invictus to which
Client's or its Authorized Users' technical support questions
pertain. (c) Invictus' sole liability and Client's sole remedy for any
failure to provide technical support services shall be for Invictus
to use the commercially reasonable efforts to correct such failure
through further technical support services.
2.8. Training. Invictus will, at its election and as requested by
Client, provide such training on site or remotely via video
conference or via recorded instructions. Client shall ensure that
all such Authorized Users will have participated in such training.
Invictus will, at its election and as requested by Client, provide
such training from time -to -time for new Authorized Users. Invictus
shall have the right to require Client to pay Invictus' standard fees
and reimburse its travel expenses for all training that Client may
request, including during any Renewal Term. Client will make
available, at no charge to Invictus, facilities for any on -site training
sessions or provide its Authorized Users access to computer and
camera equipment and Internet connections and remote
conferencing software to ensure that its Authorized Users can
participate in such training by Invictus.
2.9. Changes. Invictus reserves the right, in its sole discretion, to
make any changes or alterations to the Service, the Caller
Platform Extensions and the Prepared Platform, that it deems
necessary or useful to (i) maintain or enhance the quality or
delivery of the Service to Client; (ii) comply with applicable law; or
(iii) avoid or preempt any claims of infringement of a Third Party's
Intellectual Property Rights.
2.10. Monitoring. Invictus may internally monitor and track
Client's, each Authorized User's and any other User's access to
and use of the Service and the Prepared Platform, including
Version 7.0
through the collection and analysis of usage data, such as the IP
addresses of Users and through electronic tracking technology
and all other lawful means. Invictus may also internally monitor
and track each Caller's and any other user's access to and use of
the Caller Platform Extension, including through the collection and
analysis of usage data, such as the IP addresses of Callers and
other users and through electronic tracking technology and all
other lawful means
2.11. Suspension of the Service. (a) Invictus may at any time
suspend or block or otherwise deny Client's or any Authorized
User's or any other User's or Person's access to or use of the
Service, any Prepared Platform Extensions, or the Caller Platform
Extensions, or Caller Data, without incurring any resulting liability,
if: (i) Invictus believes in good faith that such a suspension is
necessary to maintain the security or integrity of any Caller
Platform Extension, Mobile Device of a Caller, or the Prepared
Platform, including any applicable Prepared Platform Extension,
or to prevent misuse of any of the foregoing by any Person,
including Client or any Authorized User or other User; (ii) Client or
Authorized User has failed to comply with any material term of this
Agreement, or accessed or used the Service or the Prepared
Platform beyond the scope of the rights granted under this
Agreement; (iii) Client or any Authorized User is, has been or is
likely to be involved in any fraudulent or unlawful activities relating
to the Service, the Caller Platform Extensions or the Prepared
Platform; (iv) Invictus receives a judicial or other governmental
demand or order, subpoena or law enforcement request that
expressly or by reasonable implication requires Invictus to do so;
(v) Client has failed to pay any fee(s) to Invictus when due
hereunder; (vi) Invictus reasonably believes that its continued
performance of its obligations under this Agreement, including the
performance by Invictus of the Service, becomes substantially
more difficult or expensive, or impossible (without violating, or
without incurring criminal penalties or civil liability under, the laws
or regulations) under applicable laws or regulations or due to a
substantive change in applicable laws or regulations after the
Effective Date or infringes another Person's Intellectual Property
Rights; or (vii) this Agreement expires or is terminated. This
Section 2.11 does not limit any of Invictus' other rights or
remedies, whether at law, in equity or under this Agreement. (b)
Invictus shall not be liable for any failure to provide access to or
use of the Service or any Prepared Platform Extension or any
Caller Platform Extension or Caller Data during such suspension.
Invictus will reinstate access to or operation of the Service once
the basis for such suspension has dissipated in Invictus'
judgment, provided this Agreement has not already been
terminated or expired.
2.12. Notice of Unauthorized Access. Client shall notify Invictus
promptly if Client becomes aware of any unauthorized access to
or use of any Caller Data, any Mobile Device of a Caller, or Caller
Platform Extensions or the Prepared Platform, including any
Prepared Platform Extension, by any Person.
2.13. Use of Subcontractors. Invictus may subcontract with any
subcontractor for performance of the Service or any component
or task thereof, provided that Invictus shall remain responsible for
the performance of its obligations under this Agreement.
3. Users.
3.1. Authorized Users. Access to and use of the Service and the
Prepared Platform and Caller Data shall be limited to the adult
employees or contractors of Client while they are in the
employment of or in a contracting relationship with Client and not
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on administrative leave or suspension (each such individual, an
"User").
3.2. Termination of Authorized User Status. All access to and use
of the Service and the Prepared Platform and Caller Data by an
Authorized User shall automatically cease, and any such
individual shall no longer be deemed an Authorized User, if such
individual is no longer a User or Client has notified Invictus that
such individual is no longer an Authorized User, including by
delivering updated Client Data to Invictus. Invictus will make the
Service available only for use by the maximum number of
Authorized Users as set forth in the Order. Client may reduce the
number of such Authorized Users by giving written notice to
Invictus. Any such reduction shall not entitle Client to any refund
or recovery of any subscription fees or other fees paid by Client.
4. Feedback. Invictus may request Feedback from Client or
Authorized Users regarding the Service during the Term. Upon
such reasonable request by Invictus, Client will, and will cause its
Authorized Users to, use good faith efforts to provide Feedback
regarding the Service or the Caller Platform Extensions, based
upon the uses and user experience of Client and such Authorized
Users.
5. Fees and Charges.
5.1. Fees. Client shall pay to Invictus (i) the fees, if any, in the
amount as set forth in the Order for each consecutive twelve-
month period during the Initial Subscription Period and (ii) the
subscription fee as set forth in the Order for each Renewal Term
thereafter, which may be increased by Invictus from time to time,
in its discretion.
5.2. Additional Fees and Services. Any additional services, other
than the Services set forth in the Order, to be performed or
provided by Invictus shall require payment by Client to Invictus of
the service, subscription and other fees at Invictus' then
applicable list prices and subject to Invictus' then applicable
pricing policy except as otherwise expressly agreed to by both
Invictus and Client. Without limiting the generality of the foregoing,
Client shall pay the additional fees, if any, set forth in the Order
for the additional services or products to be provided by Invictus
as specified in the Order and any applicable Appendix, or as
otherwise agreed between the parties. Client and Invictus may, at
any time, amend the Order by mutual written consent, or
otherwise agree by mutual written consent, to include such
additional services in the Services to be provided hereunder.
5.3. Due Dates. Client shall pay all fees, amounts and taxes or
assessments due hereunder to Invictus within twenty (20)
calendar days after the date of the corresponding invoice from
Invictus delivered to Client. Delivery of any such invoice may be
made to Client by mail, courier, delivery service (such as FedEx),
email or electronic delivery. Payment by Client shall be made by
check made payable to the order of Invictus and sent to Invictus
or by bank wire transfer into a bank account specified by Invictus
in writing. Invictus may issue an invoice to Client for the
subscription fee for the entire Initial Subscription Period on or after
the Effective Date. Invictus may issue an invoice to Client for the
subscription fee for any Renewal Term on or after the start of such
Renewal Term. Invictus may issue an invoice to Client for any
additional services on or after the date specified in the Order and
any applicable Appendix with respect to such additional services.
5.4. Late Payment. If Client fails to make any payment when due
then, in addition to all other remedies that may be available to
Version 7.0
Invictus: (a) Invictus may charge interest on the past due amount
at the rate of 1.5% per month calculated daily and compounded
monthly or, if lower, the highest rate permitted under applicable
law; (b) Client shall reimburse Invictus for all reasonable costs
incurred by Invictus in collecting any late payments or interest,
including attorneys' fees, court costs and collection agency fees;
and (c) if such failure continues for twenty (20) days, Invictus may
suspend performance of the Service until all past due amounts
and interest thereon have been paid, without incurring any
obligation or liability to Client or any other Person by reason of
such suspension.
5.5. Taxes. All fees and other amounts payable by Client under
this Agreement are exclusive of taxes and similar assessments.
Client is responsible for all sales, use, value added, privilege and
excise taxes, and any other similar taxes, duties and charges of
any kind imposed by any federal, state or local governmental or
regulatory authority, now in force or enacted in the future, on any
amounts payable by Client hereunder, other than any taxes
imposed on Invictus' income. Invictus may invoice Client for any
such taxes and assessments, which Client shall pay. Invictus will
remit any payments from Client for such taxes and assessments
made on any such invoice directly to the appropriate taxing
authorities. If Client is exempt from the payment of such taxes or
other assessments, Client shall provide Invictus with documentary
proof of such exemption issued by the appropriate taxing
authority. Client is responsible for obtaining and providing to
Invictus any such certificate or other documentary proof of such
exemption.
5.6. No Set -Offs. All amounts payable to Invictus under this
Agreement shall be paid by Client to Invictus in full without any
setoff, recoupment, counterclaim, deduction, debit or withholding
for any reason. All fees paid by Client are not refundable.
6. License and Restrictions.
6.1. Client Licenses. (a) Subject to and conditioned on Client's
and its Authorized Users' compliance with and performance of all
terms and conditions of this Agreement, Invictus hereby grants
Client the personal, non-exclusive, nontransferable, non-
sublicensable license under the Intellectual Property Rights of
Invictus to use the Prepared Platform during the Initial
Subscription Period and any Renewal Term and only in strict
compliance with the Permitted Uses and subject to the restrictions
and other limitations set forth in this Agreement and only by and
through Client's Authorized Users. (b) Subject to and conditioned
on Client's and its Authorized Users' compliance with and
performance of all terms and conditions of this Agreement,
Invictus hereby grants Client the personal, non-exclusive,
nontransferable right to use, host, store, view, perform or display
(whether to the public or otherwise), copy, reproduce, modify, and
create derivative works of the Caller Data transmitted or made
available to Client's Authorized Users hereunder during the Term,
including without limitation to make such Caller Data available to
any third party for purposes of complying with requests for
disclosure of Caller Data under the Freedom of Information Act
(FOIA) or other similar federal or state laws or regulations or as
otherwise required by applicable law, regulation or court order,
during the Initial Subscription Period and any Renewal Term and
thereafter. The license granted to Client under this Section 6.1(b)
shall survive the termination or expiration of this Agreement,
provided only that notwithstanding any other provision hereof,
such license granted to Client pursuant to this Section 6.1(b)
shall terminate with respect to specific Caller Data if and only to
the extent Invictus no longer holds a license to such specific Caller
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Data and Invictus gives written notice of such license termination.
For clarity, any such termination shall not terminate Client's
license under this Section 6.1(b) with respect to any other Caller
Data.
6.2. Reservation of Rights. All rights not expressly granted to
Client are reserved by Invictus and its licensors. Except as
expressly set forth in Section 6.1, nothing in this Agreement
grants any right, title or interest in or to any Intellectual Property
Rights in or relating to the Caller Platform Extensions and the
Prepared Platform or any Caller Data, whether expressly, by
implication, estoppel or otherwise. All right, title and interest in and
to the Caller Platform Extensions and the Prepared Platform and
all Caller Data shall remain with Invictus and its licensors.
6.3. Limitations and Restrictions. (a) Client shall use, and shall
ensure that its Authorized Users use, the Service and the
Prepared Platform and any Caller Data only for the Permitted
Uses and as authorized in Section 6.1. (b) Client shall not offer
for sale, distribute, or sell the Service or the Prepared Platform.
Client shall not, and shall not permit any other Person to, modify,
or create improvements, derivative works or transformative works
of or based upon any Prepared Platform or any part or feature
thereof. (c) Client shall not, and shall not permit any Person, to
bypass or breach any security or protection used for the Prepared
Platform or the Caller Platform Extension to prevent unauthorized
access to Caller Data or software, algorithms, data, information or
functionalities or features of the Caller Platform Extension or the
Prepared Platform. Client shall not, and shall not permit any other
Person to, gain (or attempt to gain) any access to the Prepared
Platform or Caller Data, or bypass or breach any security device
or protection used for the Caller Platform Extension or the
Prepared Platform, in order to access to Caller Data or other data
or information or functionalities or features of the Caller Platform
Extension or the Prepared Platform, that Client and its Authorized
Users shall not have access to through normal access or use of
the Service and the Prepared Platform. (d) Client shall not, and
shall not permit any other Person to, decompile any object code
of, or reverse engineer, disassemble, decode, discover,
reconstruct, adapt, translate or otherwise derive or gain access to
any source code of any software that is part of the Caller Platform
Extension or the Prepared Platform, the structure, sequence or
organization of such source code or any algorithm, method,
process, workflow or model that is part of the Caller Platform
Extension or the Prepared Platform or used in developing or
performing the Service, in whole or in part, or attempt to do any of
the foregoing. (e) Client shall not, and shall not permit any other
Person to, access or use the Caller Platform Extension or the
Prepared Platform in order to: (1) build any product or service that
is similar to the Service or the Caller Platform Extension or the
Prepared Platform, including any Prepared Platform Extension, or
that uses similar features or functions, content, or graphics as
those of or used by or for the Service or the Caller Platform
Extension or the Prepared Platform, or in order to copy or imitate
any feature or functionality of the Service or Caller Platform
Extension or the Prepared Platform, whether or not intended to
compete with the Service, or (2) engage in systematic retrieval of
any data or content from the Caller Platform Extension or the
Prepared Platform. (f) Client shall not, and shall not permit any
other Person to, (i) input, upload, transmit or otherwise provide to
or through the submission of any Client Data or through access to
or use of the Prepared Platform any Harmful Code, (ii) access,
use, or copy any portion of the Caller Platform Extension or the
Prepared Platform through the use of bots, spiders, crawlers,
indexing agents, or other automated programs, means,
algorithms, software, devices, or mechanisms (collectively,
Version 7.0
"Bots"), (iii) use any Bots or any similar or equivalent manual
process to systematically and/or automatically search, scrape,
extract, index, or create abstracts of, the Caller Platform
Extension or the Prepared Platform, (iv) create any denial of
service with respect to the Service, (v) falsify, modify, manipulate,
or obscure any data or other content of the Caller Platform
Extension or the Prepared Platform, or (vi) discover, or attempt to
discover, any usage by any Caller or any other Person of the
Caller Platform Extension or any usage by any Person of the
Prepared Platform or any service provided by Invictus, including
any queries or usage or reports or output or other query results.
(g) Client shall not, and shall not permit any other Person to,
remove, delete, alter or obscure any source identification, product
identification, ownership identification, disclaimers, or copyright,
trademark, patent or other intellectual property or proprietary
rights notices or markings contained in, displayed by, or provided
with the Service or the Prepared Platform. (h) Client shall not, and
shall not permit any other Person to, access, observe, or use the
Prepared Platform or the Service for purposes of competitive
analysis of the availability, performance or functionality of the
Service, the Caller Platform Extension, or the Prepared Platform,
or for any other benchmarking and shall not disclose or publicize
the results of any such analysis or benchmarking. (i) Client shall
not, and shall not permit any other Person to, access or use the
Service or the Caller Platform Extension or the Prepared Platform
or any Caller Data in any manner or for any purpose that violates
any applicable law or regulation. Q) Client shall not, and shall not
permit any other Person to, damage, destroy, disrupt, disable,
impair, interfere with or otherwise harm the Caller Platform
Extension or the Prepared Platform or any Caller Data. (k) Client
shall not, and shall not permit any other Person to, copy or use
the design, including the layout, organization, color scheme, and
graphics of the Caller Platform Extension or the Prepared
Platform. (I) Client shall not, and shall not permit any other Person
to, access, use, give access to or use of the Caller Platform
Extension or the Prepared Platform or any Caller Data in
connection with any time-sharing, service bureau, software as a
service, cloud service, or data processing service arrangements.
(m) Client shall not, and shall not permit any other Person to, gain
(or attempt to gain) any access to the Prepared Platform, or
bypass or breach any security device or protection used for the
Caller Platform Extension or the Prepared Platform or the Caller
Data, in order to gain access to data or information or
functionalities or features of the Caller Platform Extension or the
Prepared Platform or any Caller Data, that Client and its
Authorized Users shall not have access to through normal access
or use of the Service from the Call -Taker Console, or the
applicable Prepared Platform Extension if the Client has
subscribed to the applicable Service, as part of the Prepared
Platform. (n) Client shall not, and shall not permit any other
Person to, access or use or store any Caller Data except as
authorized in this Agreement. Client shall not, and shall ensure
that its Users shall not, download, store, or transfer, any Caller
Data from the Prepared Platform or any Cloud Servers, except as
authorized in this Agreement.
6.4. Use of APIs. Client shall use only the APIs provided by
Invictus for automated submission of Client Data to the Prepared
Platform.
6.5. Limited Client License. Client hereby grants to Invictus and
its subcontractors and their respective successors and assigns, a
royalty -free, fully -paid, non-exclusive, perpetual, irrevocable, fully
sublicensable and transferable worldwide right and license to use,
host, store, view, perform, copy, reproduce, modify and create
derivative works of any Client Data submitted or otherwise made
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available by Client solely for purposes of (i) providing and
performing the Service and otherwise performing this Agreement,
including storing any such Client Data as provided in this
Agreement, (ii) monitoring compliance of this Agreement by Client
and its Authorized Users, and (iii) researching, developing, and
improving the Service and the Caller Platform Extension and the
Prepared Platform and other products and services of Invictus
and its affiliates. The Invictus Privacy Policy available at
https://www.prepared9ll.com/privacy-policy describes how
Invictus will handle any personal information included in the Client
Data.
7. Certain Client Obligations and Responsibilities.
7.1. No Export. Client shall not export or authorize or allow the
export of the Prepared Platform. Client shall not engage in any
transaction that gives reason to suspect that the Prepared
Platform will be exported or diverted in violation of any applicable
laws (including without limitation based upon such factors as
suspect customers, abnormal transaction circumstances, or other
"red flag" indicators).
7.2. Technical Requirements. Client and its Authorized Users are
responsible for procuring necessary hardware, software,
communications facilities and Internet connection, together with
the requisite licenses, to satisfy the technical requirements for
Client to access and operate the Prepared Platform from the
Client Systems (the "Technical Requirements").
7.3. Corrective Action and Notice. If Client becomes aware of any
actual or threatened activity outside the Permitted Uses or that
are prohibited by Sections 6.3 or 6.4 hereof, Client shall, and
shall cause its Authorized Users to, immediately: (i) take all
reasonable and lawful measures within its control that are
necessary to stop the activity or threatened activity and to mitigate
its effects; and (ii) notify Invictus of any such actual or threatened
activity.
7.4. Errors. Client shall use commercially reasonable efforts to
promptly notify Invictus of any errors or defects in the Service or
the Caller Platform Extension or the Prepared Platform of which
Client becomes aware.
8. Data.
8.1. Backups. The Service does not replace the need for Client to
maintain regular data backups or redundant data archives of
Client Data and Caller Data. Invictus HAS NO OBLIGATION OR
LIABILITY FOR ANY LOSS, DESTRUCTION, DAMAGE, OR
CORRUPTION OF ANY CLIENT DATA OR ANY CALLER DATA.
8.2. Storage and Use of Client Data. Client agrees that Client Data
may be uploaded and copied to and stored on the Prepared
Platform, including on any Cloud Servers, only in connection with
Invictus' performance of the Service. Invictus may, subject to the
provisions of Section 9 below, copy and store the Client Data, or
copies thereof, in backup storage systems that are part of the
Prepared Technology Platform during the term of this Agreement
and following the expiration or termination of this Agreement.
Invictus shall have no obligation to store Client Data or Caller Data
after the expiration or earlier termination of this Agreement.
Invictus may use, copy and reproduce the Client Data to process
the Client Data in order to provide the Service.
9. Security.
Version 7.0
9.1. Security by Invictus. Invictus will take reasonable precautions
to protect the security of the Prepared Platform from unauthorized
access, use misuse or deactivation by an unauthorized Third
Party of the Service and any unauthorized access to or use any
Client Data delivered to Invictus, provided that Invictus shall not
be responsible for any such unauthorized access, use misuse or
deactivation as a result of any action or inaction of any Third Party
hosting provider with respect to any Cloud Servers on which any
Client Data are stored and that Invictus may disclose any Client
Data if compelled by a court. Invictus will take reasonable
measures to prevent such access or use of Client Data by the
employees and contractors of Invictus except (i) to provide the
Service and the technical support hereof, and to prevent or
address Service or technical errors or problems, (ii) determine
whether any file containing Client Data is or contains Defective
Client Data, (iii) as compelled by law or a court, or (iv) as
otherwise expressly permitted in this Agreement or by Client in
writing.
9.2. Security by Client. Client shall maintain reasonable security
measures to safeguard the Prepared Platform and Caller Data
from unauthorized access or use or misuse or deactivation by any
other Person, including by using only secure connections and
secure Client Systems and maintaining the confidentiality of
Access Credentials and not allowing any other Person, other than
Client's Authorized Users, to use any Access Credentials
(whether on Client's behalf of otherwise). Client shall notify
Invictus promptly upon becoming aware of any unauthorized
disclosure, access to, use, or misuse of any Access Credentials.
Client shall employ all reasonable physical, administrative and
technical controls, screening and security procedures and other
safeguards necessary to: (i) securely administer the distribution
to and use by its Authorized Users of all Access Credentials and
(ii) protect against any unauthorized access to or use or misuse
of the Prepared Platform or any Caller Data.
9.3. Client Control and Responsibility. Client retains sole
responsibility for (i) the Client Systems, (ii) the security and use of
Client's and its Authorized Users' Access Credentials, and (iii) all
access of the Prepared Platform and Caller Data, directly or
indirectly, by or through its Authorized Users' Access Credentials,
with or without Client's knowledge or consent. Client shall ensure
that its Authorized Users protect their Access Credentials and not
make them available to any other Person.
10. Branding and Communications; Marketing.
10.1. Invictus Marks. Client is not granted any right to, and shall
not, use, directly or indirectly, in whole or in part, any Invictus
Marks, except as may be specifically authorized by Invictus in
writing prior to such use. Client shall not, without the prior written
consent of Invictus, use or attempt to register any logo, mark or
name that is likely to be similar to or confused with any Invictus
Mark. All goodwill resulting from the use of the Invictus Marks will
inure solely to Invictus.
10.2. Reference Customer. Upon request by Invictus, Client may
act as a reference customer of Invictus with respect to the Service,
including by responding to reasonable inquiries from prospective
customers of Invictus, provided that (i) acting as a reference
customer shall not result in any unreasonable disruption to
Client's business and operations, and (ii) Client shall not incur any
expenses in connection with acting as a reference customer for
Invictus. Invictus shall not compensate Client for acting as a
reference customer for Invictus.
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10.3. Press Release. At the request of Invictus, the parties shall
issue a joint media release announcing the transaction set forth in
this Agreement without disclosing the financial terms set forth in
this Agreement within sixty (60) days following such request.
10.4. Other Publicity. Intentionally omitted.
10.5. Statements to Third Parties. Client shall make or give no
representations, warranties or undertakings, whether orally,
electronically or in writing, with respect to, the Service or Invictus
or the Caller Platform Extension or the Prepared Platform or any
part thereof to any Third Party, except as expressly authorized in
writing by Invictus.
10.6. Dissemination of Promotional or Educational Information. All
informational, educational, instructional, safety, practice, and
promotional materials, documents, literature, forms, or
instructions to be used, distributed, disseminated or published by
Client, whether in written or electronic form and whether to any
User or any Third Party, including without limitation any employee
or staff of Client, or any Responders that relate to the Service or
the Prepared Platform or the Caller Platform Extension or Invictus
shall be subject to review and written approval by Invictus prior to
any such publication, dissemination or distribution, provided that
any such use shall in no event extend beyond the Term.
11. Intellectual Property Rights.
11.1. Invictus IP. (a) Invictus is the distributor of the Service and
the licensor of the Prepared Platform and the Caller Platform
Extensions. Any and all right, title and interest in and to Caller
Platform Extensions and the Prepared Platform and all Caller
Data, including all Intellectual Property Rights in any of the
foregoing, are and shall remain with Invictus and its licensors, if
any, including all applicable rights to: (i) copyrights, including all
rights incident to copyright ownership, such as all rights of
publication, registration, copying and rights to create derivative
works; (ii) utility and design patents and patent applications; and
(iii) trade secrets. (b) Nothing in this Agreement grants, or shall be
construed as granting, to Client any ownership rights or
Intellectual Property Rights in or to any Caller Platform Extension
or the Prepared Platform, or any part thereof, or any Caller Data
to Client, whether by assignment, contract or otherwise, including
without limitation to any trade secret, or to any invention,
copyright, patent application or patent or any other Intellectual
Property Right that has been created or developed or that has
issued or that may issue or may be created or developed during
the Term. Client has no right, license or authorization with respect
to any Caller Platform Extension or the Prepared Platform or any
Caller Data, except as expressly set forth in Section 6.1 above,
in each case subject to Sections 6.1, 6.3 and 6.4 and 9.2 above.
Access to and use of the Prepared Platform and Caller Data does
not in any way grant Client or any User or other Person any
Intellectual Property Rights to, or any license or right to use, the
Prepared Platform or any Caller Data for any purpose, except for
the limited license granted in Section 6.1 above, in each case
subject to Sections 6.1, 6.3, 6.4 and 9.2 above. All other rights in
and to the Prepared Platform and Caller Data, are expressly
reserved by Invictus and its licensors.
11.2. Value in Invictus IP. Client acknowledges and agrees that
the Caller Platform Extension, including all of its software,
features, functionalities, graphics, designs and graphical user
interface, and the Prepared Platform are commercially valuable
assets of Invictus, the development of which required the
investment of substantial time, effort and cost by Invictus. Client
Version 7.0
further acknowledges and agrees that the Caller Platform
Extension, including all of its software, features, functionalities,
graphics, designs and graphical user interface, and the Prepared
Platform are protected by the Intellectual Property Rights held by
Invictus and its licensors.
11.3. Feedback. Client or any of its Authorized Users may provide
suggestions, ideas, inventions, innovations, improvements,
enhancements, feedback, recommendations or other information
to Invictus with respect to the Service or the Caller Platform
Extension or the Prepared Platform in whatever form, whether or
not patentable or copyrightable or made or conceived solely or
jointly with others (collectively, "Feedback"). Invictus may use
Feedback for any purpose without obligation of any kind, and
Client acknowledges and agrees, also on behalf of each
Authorized User, that such Feedback, and all Intellectual Property
Rights with respect thereto, shall become the sole property of
Invictus, and Client, also on behalf of each Authorized User,
hereby transfers and assigns exclusively to Invictus all right, title
and interest in and to the Feedback and any and all related
Intellectual Property Rights in the United States of America and
all other countries and jurisdictions and appoints any officer of
Invictus as his, her or its duly authorized agent to execute, file,
prosecute and protect the same before any patent or copyright
office or government or government agency. Upon request of
Invictus, and without further compensation, Client shall, and shall
cause its Authorized Users to, execute such further assignments,
documents and other instruments as may be necessary or
desirable to fully, exclusively and completely assign all Feedback
to Invictus worldwide and to assist Invictus in applying for,
obtaining and enforcing patents, copyrights, or other Intellectual
Property Rights in any jurisdiction with respect to any Feedback.
Client agrees that the obligations and undertakings stated in this
Section 11.3 shall continue beyond the termination of this
Agreement. Client shall, and shall cause its Authorized Users to,
keep such Feedback confidential and to disclose it only to
Invictus.
12. Confidentiality. Invictus shall maintain the confidentiality of all
Client Data provided by Client except as necessary for Invictus to
perform and improve the Service or its obligations under this
Agreement or except as provided by applicable law or regulation
or order of a court or government authority.
13. Term and Termination.
13.1. Initial Term and Launch. This Agreement shall become
effective upon the Effective Date and, unless terminated earlier
pursuant to any of this Agreement's express provisions, this
Agreement will remain in full force and effect until the end of the
Initial Subscription Period as set forth in the Order ("Term").
13.2. Renewal. After the Initial Subscription Period, the Term of
this Agreement may renew for four successive twelve (12) month
periods, upon Client giving written notice to Invictus of its intention
to renew this Agreement prior to the end of the then current term
(each, such 12-month renewal period, a "Renewal Term").
13.3. Termination. In addition to any other express termination
right set forth elsewhere in this Agreement: (a) Invictus may
terminate this Agreement, effective on written notice to Client, if
(i) Client fails to pay any amount, if any, when due under this
Agreement and such failure continues more than 15 days after
Invictus' delivery of written notice thereof or (ii) Client breaches
any of its obligations under Sections 2.2, 6.3, 6.4, 9.2, or 11,
above. (b) either party may terminate this Agreement, effective on
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written notice to the other party, if the other party materially
breaches this Agreement, and such breach: (i) is incapable of
cure; or (ii) being capable of cure, remains uncured 30 days after
the non -breaching party provides the breaching party with written
notice of such breach. (c) Invictus may terminate this Agreement,
effective on written notice to Client, if Invictus reasonably believes
that any applicable law or regulation, or any ruling, order, decision
or action of a governmental agency or court, including as may be
amended or enacted or applied during the Term, prohibits or
prevents Invictus from providing the Service or from complying
with this Agreement, or the provision or performance by Invictus
of the Service or any Caller Data becomes significantly more
difficult or expensive, or impossible without violating, or without
incurring criminal penalties or civil or administrative liability under,
the applicable law or regulation; (d) If the Order permits Client to
terminate the Service early, Client may unilaterally terminate this
Agreement by giving written notice to Invictus of such termination,
in which case no further payments shall be due to Invictus and
this Agreement shall terminate upon expiration of the applicable
notice period set forth in the Order.
13.4. Effect of Expiration or Termination. Upon any expiration or
termination of this Agreement, except as expressly otherwise
provided in this Agreement and in addition to the other provisions
of this Agreement applicable to its expiration or termination: (a) all
rights, licenses, consents and authorizations granted by Invictus
to Client hereunder will immediately terminate and Invictus will
cease providing the Service or making the Caller Data available
effective immediately upon such expiration or termination,
regardless of the cause of any such termination or expiration; (b)
such expiration or termination for any cause will not release any
party hereto from any liability which at the time of expiration or
termination has already accrued to the other party or which
thereafter may accrue in respect of any act or omission prior to
the expiration or termination, nor shall such expiration or
termination affect in any way the survival of any right, duty or
obligation of either party hereto which is expressly stated
elsewhere in this Agreement to survive such expiration or
termination; and (c) such termination or expiration shall not affect
any other remedy that a party may have at law or in equity.
13.5. Surviving Terms. The provisions in the following sections
hereof and any other right or obligation of the parties in this
Agreement that, by the nature of such provision, should survive
termination or expiration of this Agreement will survive any
expiration or termination of this Agreement, subject to any time
limitations, if any, in such provisions: Sections 1, 6.1(b), 6.3, 6.5,
7.1, 9.1, 9.2, 11, 12, 13.4, 13.5, 14, 15, 16, and 17 hereof.
14. Representations and Warranties; Disclaimers.
14.1. Mutual Representations and Warranties. Each party
represents and warrants to the other party that: (i) it is duly
organized, validly existing and in good standing as a corporation
or other entity under the laws of the jurisdiction of its incorporation
or other organization; (ii) the execution of this Agreement by its
representative(s) has been duly authorized by all necessary
corporate or organizational action of such party; and (iii) such
party will not deliver or make available Harmful Code to the other
party, including as part of any files or data or content delivered to
the other party.
14.2. Additional Client Representation. Warrantv and Covenant.
Client represents and warrants that (a) Client has and will have
the necessary rights, permissions, licenses and consents in and
relating to the Client Data as provided in this Agreement and to
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grant the license as set forth in Section 6.5 above, and (b) Client
also represents and warrants that Client has and will have the
necessary authority, consent, and compliance to use the Service
and the Prepared Platform for emergency response or public
safety purposes, and that Client will abide by all applicable laws,
regulations, and ethical standards in relation to such use.
14.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE
EXPRESS WARRANTIES SET FORTH IN SECTION 14.1
ABOVE, THE SERVICE AND THE CALLER PLATFORM
EXTENSION AND THE PREPARED PLATFORM ARE
PROVIDED, OPERATED AND MADE AVAILABLE "AS IS" AND
"AS AVAILABLE," WITH ALL FAULTS AND, TO THE FULLEST
EXTENT PERMITTED BY LAW, INVICTUS HEREBY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, AND INVICTUS SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON -INFRINGEMENT OF THIRD
PARTY RIGHTS AND INDUSTRY CERTIFICATIONS, AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE
FOREGOING, INVICTUS MAKES NO WARRANTY OF ANY
KIND THAT THE SERVICE OR THE CALLER PLATFORM
EXTENSION OR THE PREPARED PLATFORM, INCLUDING
WITHOUT LIMITATION ANY PREPARED PLATFORM
EXTENSIONS, WILL MEET CLIENT'S OR ANY OTHER
PERSON'S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE
SECURE, ERROR —FREE, ACCURATE, CURRENT, OR
COMPLETE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, INVICTUS SHALL HAVE NO OBLIGATION TO
CORRECT, AND HEREBY DISCLAIMS ALL LIABILITY WITH
RESPECT TO, ANY KNOWN ERRORS OR DEFICIENCIES OR
"BUGS" OF THE CALLER PLATFORM EXTENSION AND THE
PREPARED PLATFORM, INCLUDING AS MAY BE DISCLOSED
TO CLIENT. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, ALL THIRD PARTY
SERVICES, THIRD PARTY APPLICATIONS, INCLUDING AS
USED IN PROVIDING THE SERVICE, ARE USED OR
PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION
OR WARRANTY OF ANY KIND. INVICTUS DISCLAIMS ALL
LIABILITY FOR ANY HARM OR DAMAGES OR LOSSES
CAUSED BY ANY THIRD PARTY SERVICE OR THIRD PARTY
APPLICATION. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY INVICTUS OR ITS REPRESENTATIVES
SHALL CREATE ANY OTHER WARRANTIES OR IN ANY WAY
INCREASE THE SCOPE OF INVICTUS' OBLIGATIONS or
LIABILITY UNDER OR WITH RESPECT TO THIS AGREEMENT.
IN ADDITION TO THE FOREGOING TO THE EXTENT CLIENT
RECEIVES HARDWARE OR OTHER EQUIPMENT FROM
INVICTUS AS PART OF THE SERVICE, INVICTUS DISCLAIMS
ALL RESPONSIBILITY FOR THE OPERATION,
MAINTENANCE, COMPLIANCE, SERVICING, AND
DISPOSITION OF THE EQUIPMENT. INVICTUS PROVIDES
ALL EQUIPMENT "AS IS" AND MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE
OR RELIABILITY OF THE EQUIPMENT.
14.4. No Warranties. Representations or Covenants to Others.
Invictus' warranties and representations, covenants and
obligations under this Agreement are to Client only and not to any
other Person. This Agreement shall not create any obligation or
liability by Invictus whatsoever to any Person other than to Client.
There are no third -party beneficiaries, intended or otherwise, with
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respect to this Agreement or any of the obligations of Invictus
under or with respect to this Agreement.
15. Limitations of Liability; Additional Disclaimers.
15.1. Limitation of Liability. (a) NEITHER INVICTUS NOR ANY
OF ITS AFFILIATES, STOCKHOLDERS, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS SHALL
HAVE LIABILITY FOR CONSEQUENTIAL, EXEMPLARY,
ENHANCED, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE
OR STATUTORY DAMAGES, OR ANY MULTIPLES OF DIRECT
DAMAGES, UNDER ANY LEGAL THEORY OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, CONTRACT,
NEGLIGENCE, OR WARRANTY, WITH RESPECT TO
OBLIGATIONS UNDER THIS AGREEMENT OR THE SUBJECT
MATTER OF THIS AGREEMENT OR OTHERWISE. (b) THE
EXCLUSIONS OF A PERSON'S LIABILITY SET FORTH IN THIS
SECTION 15.1 ABOVE APPLY REGARDLESS OF WHETHER
SUCH PERSON WAS ADVISED OF THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR
DAMAGES WERE OTHERWISE FORESEEABLE, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (c) TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL THE AGGREGATE LIABILITY OF INVICTUS,
ITS AFFILIATES, STOCKHOLDERS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, AND SUPPLIERS ARISING OUT OF
OR RELATED TO THIS AGREEMENT, WHETHER ARISING
OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE),
STATUTE, OR OTHERWISE, TO CLIENT OR ANY USER OR
ANY OTHER PERSON EXCEED THE GREATER OF $1,000
AND THE TOTAL OF THE AMOUNTS PAID TO INVICTUS
UNDER THIS AGREEMENT IN THE TWENTY-FOUR MONTH
PERIOD PRECEDING THE EVENT GIVING RISE TO THE
LIABILITY OF, OR CLAIMS AGAINST, INVICTUS, ITS
AFFILIATES, STOCKHOLDERS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, OR SUPPLIERS. THE FOREGOING
LIMITATIONS APPLY EVEN IF THE CLIENT'S REMEDIES
UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL
PURPOSE. (d) The parties acknowledge that each of them relied
upon the inclusion of the limitations and exclusions set forth in this
Section 15 in consideration of entering into this Agreement.
15.2. Certain Limitations Regarding the Service. Client
acknowledges and agrees that the Service, the Prepared Platform
and the Caller Platform Extension are not intended or designed to,
and may not, prevent or stop any impending threat or incident or
improve Client's response to any such threat or incident. Client
acknowledges and agrees that the Service, the Prepared Platform
and the Caller Platform Extension (i) may not reduce the response
time by any Responders to any impending threat or incident or (ii)
result in a more effective response to any such impending threat
or such incident or (iii) cause any Responder to respond to any
such impending threat or such incident. Client acknowledges and
agrees that the Service does not replace best practices by Client
in communicating or managing an impending or on -going threat or
incident. Client shall ensure that each Authorized User is properly
trained and prepared to respond to an impending threat or any
incident. Invictus shall have no liability if a Caller triggers a
notification or report of an impending threat or an incident through
use of a Caller Platform Extension even though there is no such
threat or incident. Client further acknowledges and agrees that any
transcriptions, translations, synthesis and interpretation of raw
Caller Data or inputs and commands provided by Authorized
Users may contain errors and deficiencies, and Client is
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responsible for independently verifying the accuracy of all such
Caller Data, Authorized User inputs and commands, as well as
any transcriptions, translations, syntheses, interpretations,
analyses, or quality assurances. Client acknowledges and agrees
that the Service may involve the use of advanced technologies
such as artificial intelligence and large language models that may
not be error -free, accurate, complete, or reliable, and that Invictus
does not guarantee or warrant the quality, performance, or results
of the Service or any Caller Data. Client further acknowledges and
agrees that the Service may be subject to errors, limitations,
delays, and other problems inherent in the use of the Internet,
cellular networks, land mobile radio systems, artificial intelligence,
large language, models, and electronic or voice communications,
and that Invictus is not responsible for any errors, delays, delivery
failures, or other damage or loss resulting from such problems or
the transfer of data over communications networks and facilities,
including the Internet.
INVICTUS ASSUMES NO LIABILITY, WARRANTY, OR
RESPONSIBILITY WHATSOEVER TO CLIENT, ANY USER OR
ANY OTHER PERSON WITH RESPECT TO (i) ANY OF THE
FAILURES, UNAVAILABILITY, DEFICIENCIES, INACTIONS OR
ACTIONS OF THE SERVICE OR THE PREPARED PLATFORM
OR THE CALLER PLATFORM EXTENSION, OR (ii) ANY
CONCLUSIONS, INTERPRETATION, DECISIONS OR
ACTIONS BASED ON THE USE OF THE SERVICE OR THE
CALLER PLATFORM EXTENSION OR ANY CALLER DATA BY
CLIENT OR BY ANY OTHER PERSON, INCLUDING IN
CONNECTION WITH ANY IMPENDING OR PERCEIVED
THREAT OR ANY INCIDENT.
15.3. Implementation. Client acknowledges and agrees that the
Service will not be available during the implementation period as
provided in Section 2.1. INVICTUS SHALL HAVE NO LIABILITY,
WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO,
NEGLIGENCE), STATUTE, OR OTHERWISE TO CLIENT OR
ANY USER OR ANY OTHER PERSON WITH RESPECT TO THE
UNAVAILABILITY OR FAILURE OF THE SERVICE OR THE
CALLER PLATFORM EXTENSIONS OR THE PREPARED
PLATFORM DURING SUCH IMPLEMENTATION PERIOD.
15.4. Third Party Applications; Third Party Services. The Service
uses the services of Third Parties ("Third Party Services"), and
the Prepared Platform contains Third Party Applications and
utilizes Cloud Servers. Invictus does not control such Third Party
Services and Third Party Applications and such Cloud Servers.
Invictus shall not be responsible or liable to Client or any
Authorized User or other User or any other Person for the failure,
non -performances or unavailability, faulty service or errors of any
such Third Party Services or Third Party Applications or Cloud
Servers. Invictus makes no warranties with respect to any Third
Party Services or Third Party Applications or any Cloud Servers,
their performance, availability or accuracy.
15.5. Internet Delays; Cloud Server Provider. THE SERVICE
MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND
ELECTRONIC OR CELLULAR COMMUNICATIONS. INVICTUS
IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE OR LOSS RESULTING
FROM SUCH PROBLEMS OR THE TRANSFER OF DATA
OVER COMMUNICATIONS NETWORKS AND FACILITIES,
INCLUDING THE INTERNET. INVICTUS DISCLAIMS ALL
LIABILITY FOR ANY HARM OR DAMAGES OR LOSSES
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CAUSED BY ANY THIRD PARTY PROVIDER OF ANY CLOUD
SERVER.
15.6. No Screening of Data. Client is solely responsible for the
accuracy, completeness and truthfulness of any data or
information that is submitted or provided to Invictus by its
Authorized Users and for ensuring that Client has the necessary
rights to submit such Client Data for use by Invictus as provided
in this Agreement. Invictus will not, and shall have no obligation
to, screen or filter any Caller Data. Client acknowledges and
agrees that a Caller may not transmit any Caller Data despite
requested to do so and any Caller Data transmitted by Caller may
contain inaccurate or false Caller Data and may contain offensive
or disturbing Caller Data. Client acknowledges that Invictus has
no control over the Caller Data transmitted by a Caller and made
available to Client's Authorized Users from the Prepared Platform.
INVICTUS DISCLAIMS ANY AND ALL LIABILITY WITH
RESPECT TO ANY AND ALL CALLER DATA.
16. Governing Law; Jurisdiction.
16.1. Law Governing Agreement. This Agreement and its
formation, validity, interpretation, construction, performance,
termination, and enforcement shall be governed by the internal
laws of the State in which the Client is domiciled without giving
effect to choice -of -law rules that may direct or permit the
application of the laws of another jurisdiction.
16.2. Exclusive Jurisdiction. Each party stipulates and agrees that
any dispute or proceeding arising under or related to this
Agreement or the transactions or rights and restrictions set forth
herein shall be subject to the exclusive jurisdiction of the state
courts located in the State in which the Client has its domicile or
the U.S. District Court for the District in which the Client has its
domicile to the extent such U.S. District Court has independent
subject matter jurisdiction without reference to this provision, and
the respective court of appeals. Each party submits and consents
to the exclusive jurisdiction and proper venue of such courts.
16.3. Waiver of Right to Trial by Jury. EACH PARTY TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES (ALSO ON
BEHALF OF ITS AFFILIATES), AND EACH PARTY SHALL
CAUSE ITS AFFILIATES TO WAIVE, ANY AND ALL RIGHTS
ANY OF THEM MAY HAVE, NOW OR IN THE FUTURE, TO
HAVE ANY CONTROVERSY OR CLAIM BETWEEN OR
AMONG THEM, ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY
THIS AGREEMENT OR RELATED THERETO, INCLUDING
WITHOUT LIMITATION ANY CLAIM BASED ON OR ARISING
FROM AN ALLEGED TORT OR STATUTORY VIOLATION, BE
HEARD OR DECIDED BY A JURY IN A TRIAL.
17. Miscellaneous.
17.1. No Authority. No party shall have any authority to assume,
incur or create any liability or obligation on behalf of or in the name
of the other party or to contract for or bind the other party in any
way.
17.2. Independent Contractors. The relationship between the
parties is that of independent contractors. Each party shall act as
an independent contractor and not as a partner, joint venturer or
agent of the other party. This Agreement shall not establish or be
construed as establishing an agency, joint venture, or
employer/employee relationship between Client and Invictus or
that of a partnership
Version 7.0
17.3. Entire Agreement; Modifications. This Agreement, together
with the Order and any Appendices and Exhibits thereto, contains
the entire agreement and understanding of the parties with
respect to the subject matter hereof and shall supersede and
merge all prior and contemporaneous communications,
agreements, understandings, undertakings and obligations with
respect to the subject matter hereof, whether oral or written,
unless the parties have entered into a separate definitive written
agreement with respect to the subject matter hereof which has
been signed by the authorized representative(s) of each party. No
modification of this Agreement, or any Appendix hereto, shall be
binding on either party unless it is in writing and signed by both
parties. The Parties may agree to modify any Order to include
additional free or paid services at any time so long as it is done
through a writing signed by both parties. In the event of any
conflict or inconsistency between the Order and these Standard
Terms or any Appendix or Exhibit to the Order to these Standard
Terms shall prevail. In the event of any conflict or inconsistency
between the Special Terms, if any, attached to the Order and
these Standard Terms, the terms and conditions of such Special
Terms shall prevail. Notwithstanding the foregoing, the
Agreement does not supersede or replace the any confidentiality
or non -disclosure agreement between the parties, which shall
remain in effect.
17.4. Notice. All notices required to be given under this
Agreement shall be in writing and shall be effective when received
or, if delivery is not accomplished by reason of some fault of the
addressee, when tendered, and shall only be transmitted by (i)
personal delivery, (ii) registered or certified mail, return receipt
requested and postage prepaid, (iii) courier or delivery service, or
(iv) e-mail, by a party to the other party at the other party's address
as set forth in the Order, or to such other addresses as a party
may from time to time notify the other party of in accordance with
this Section, unless otherwise expressly provided in this
Agreement.
17.5. Waiver. Any term or provision of this Agreement may be
waived at any time by the party entitled to the benefit thereof in a
writing executed by such party. No waiver by either party of any
breach of, or of compliance with, any term or provision of this
Agreement by the other party shall be considered a waiver of any
other term or provision or of the same term or provision at another
time.
17.6. Assignment. Client shall not assign or otherwise transfer any
of its rights, or delegate or otherwise transfer any of its obligations
or performance, under this Agreement, whether voluntarily,
involuntarily, or by operation of law, whether in whole or in part, to
any Third Party. Any purported or attempted assignment,
delegation or transfer in violation of this Subsection 17.6 is void.
Invictus may assign or otherwise transfer any of its rights, or
delegate or otherwise transfer any of its obligations or
performance, under this Agreement, in each case whether
voluntarily, involuntarily, by operation of law or otherwise, whether
in whole or in part, to any other Person.
17.7. Interpretation. For purposes of this Agreement: (i) the words
"include," "includes" and "including" are deemed to be followed by
the words "without limitation"; and (ii) the word "or" is not
exclusive. The parties intend this Agreement to be construed
without regard to any presumption or rule requiring construction
or interpretation against the party drafting or causing such
drafting. Each party hereto acknowledges and agrees that it
and/or its counsel reviewed and negotiated the terms and
provisions of this Agreement and has contributed to its revision.
it
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All captions, titles or section headings of this Agreement are for
ease of reference only, shall not affect the interpretation or
construction of any provisions of this Agreement, and shall not be
deemed part of this Agreement. Any references requiring the
consent or approval of a party shall require such consent in writing
and signed by an authorized representative of such party. Unless
the context otherwise requires, references in this Agreement to a
statute means such statute as amended from time to time and
includes any regulations promulgated thereunder. The rule of
contract construction known as ejusdem generis as well as the
rule of contract construction known as contra proferentem shall
not apply to the construction or interpretation of this Agreement.
17.8. Third -Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, shall
confer upon any other Person any right, benefit or remedy under
or by reason of this Agreement.
17.9. Responsibility for Authorized Users. Client shall be
responsible for the compliance by its Authorized Users with the
terms and conditions of this Agreement, and a noncompliance by
an Authorized User with such terms and conditions will be
deemed a breach by Client of this Agreement.
17.10. Successors. This Agreement and the obligations
hereunder shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.
17.11. Partial Invalidity. If any provision of this Agreement or the
application thereof to any party or circumstances shall be
declared void, illegal or unenforceable by a competent court of
law, the remainder of this Agreement shall be valid and
enforceable to the extent permitted by the governing law set forth
under Section 16.1 above. Such declaration shall not invalidate
any other provision hereof, and this Agreement shall continue in
full force and effect. The invalid provision shall be replaced by an
Version 7.0
appropriate provision, which to the extent permitted by such
governing law comes closest to the parties' intent of what the
parties would have agreed on, had they been aware of the
invalidity or unenforceability, in order to meet the spirit and
purpose of this Agreement.
17.12. Equitable Relief. Each party agrees that a breach or
threatened breach by such party of any of its obligations under
this Agreement would cause the other party irreparable harm for
which monetary damages would not be an adequate remedy and
agrees that, in the event of such breach or threatened breach, the
other party will be entitled to equitable relief, including a
restraining order, an injunction, specific performance,
constructive trust, and any other relief that may be available from
any court, without a requirement to post a bond or other security,
or to prove actual damages or that monetary damages are not an
adequate remedy. Such remedies are not exclusive and are in
addition to all other remedies that may be available at law, in
equity or otherwise.
17.13. Force Maieure. No default, delay or failure to perform on
the part of Invictus shall be considered a breach of this Agreement
to the extent due entirely or proximately to a Force Majeure Event.
17.14. Counterparts. This Agreement may be executed in
counterparts, each of which is deemed an original, but all of which
together are deemed to be one and the same agreement. A
signed copy of this Agreement delivered by e-mail or other means
of electronic transmission is deemed to have the same legal effect
as delivery of the original signed copy in hardcopy.
17.15. Changes to Standard Terms. Invictus reserves the right to
change these Standard Terms at any time by giving Client written
notice of changed terms. Any changes made to these Standard
Terms will apply to the Agreement between Invictus and Client for
any Order received by Invictus from Client after the changes are
made.
[End of Standard Terms and Conditions for the Prepared TM Communications Service]
ME
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Dubuque
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City of Dubuque
Parks and Rec Department
2200 Bunker Hill Road
(address)
Dubuque, IA 52001
Phone # 563-589-4264
CITY OF DUBUQUE, IOWA
SHORTFORM
VENDOR SERVICE AGREEMENT
THIS VENDOR SERVICE AGREEMENT (the Contract), between the City of
Dubuque, Iowa (City), by its City Manager, through authority conferred upon the City
Manager by its City Council and
endor) at FEH Design
(Vendor Name)
951 Main Street, Dubuque, IA 52001
(Vendor Address - City and State)
PROJECT TITLE: Five Flags Civic Center Fire Escape Inspection _
(Project)
For and in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
VENDOR AGREES:
1. To furnish all material and equipment and to perform all labor necessary for: _
inspection of the exterior fire escape _
The work described above shall be completed at the following location(s):
Five Flags Civic Center
The Project shall be completed in strict accordance with the terms as described in this
Contract; in strict accordance with the requirements of the laws of the State of Iowa
Page 1 of 20 Page 170 of 567
and ordinances of the City of Dubuque, just as much as if the detailed statements
thereof were repeated herein.
2. Contract Documents shall mean and include the following WHERE APPLICABLE:
Documents listed in bold should be attached to this document upon submission.
• Request for Proposal (or procurement documentation)
• This Contract;
• Ordinances and resolutions heretofore adopted by the City Council having to
do with this Project;
• The Vendor's Proposal;
• Plans and Specifications;
General Requirements as adopted by the City Council for the Project;
• Terms and Conditions (Exhibit A); and
• INSURANCE — Please include one applicable Insurance Schedule:
o Insurance Schedule F for General Artisan or Trade Contractors or
Subcontractors (Exhibit B)
o Insurance Schedule G for Vendors (Exhibit C)
o Insurance Schedule J for Professional Services (Exhibit D)
Check Appropriate Box
Cl Insurance Schedule F — General Artisan or Trade Contractors or
Subcontractors
O Insurance Schedule G —Vendors
E Insurance Schedule J — Professional Services
• Other:
3. All materials used by the Vendor on this Project shall be of the quality required by the
Contract Documents and shall be put in place in accordance with the Contract
Documents.
4. The Vendor shall remove any materials rejected by the City Manager as defective or
improper, or any of said work condemned as unsuitable or defective, and the same
shall be replaced or done anew to the satisfaction of the City Manager at the cost and
expense of the Vendor.
5. The Vendor has read and understands the Contract Documents and has examined
and understands the project description described in Section 1 of this Agreement and
any attached Special Conditions herein referred to and agrees not to plead
misunderstanding or deception because of estimates of quantity, character, location
or other conditions surrounding the same.
6. The Vendor shall fully complete the Project under this Contract on or before
1-15-26 (d ate)
Page 2 of 20 Page 171 of 567
7. Indemnification; Liability for City Damage
A. To the fullest extent permitted by law, the Contractor shall indemnify and ho
harmless the City from and against all claims, damages, losses and expense
including but not limited to attorneys' fees, arising out of or resulting fro
performance of the Contract, provided that such claim, damages, loss or expen;
is attributable to bodily injury, sickness, disease or death, or injury to or destructit
of property (other than the Project itself) including foss of use resulting therefror
but only to the extent caused in whole or in part by negligent acts or omissions
the Contractor, the Contractor's subcontractor, or anyone directly or indirecl
employed by the Contractor or the Contractor's subcontractor or anyone for who,.
acts the Contractor or the Contractor's subcontractor may be liable, regardless
whether or not such claim, damage, loss or expense is caused in part by a par
indemnified hereunder.
B. The Contractor shall also be liable to the City for any damage to City prop
arising out of or related to the Contractor's negligent performance of the Contr
8. Prior to the commencement of any work on this Project and at all times during th
performance of this Contract, the Vendor shall provide evidence of insurance whic
meets the requirements of the City's Insurance Schedule as indicated above an
attached hereto.
9. The Vendor agrees that no work under this Contract shall commence until the City has
authorized said work in writing. Any work started by the Vendor prior the CitI
authorization shall be considered unauthorized and done at the sole risk to the
Vendor. J
10. Vendor will comply with all federal, state, and local laws and regulations in
performance of this Contract.
11. The City may terminate this Contract with or without cause upon fourteen (14) days' `
written notice delivered to the Vendor. I
12. This Contract shall be governed by the laws of the State of Iowa and exclus
jurisdiction and venue for any action arising out of or related to this Contract shall
the Iowa District Court for Dubuque County,
Page 3 of 20 0Pale 172 of 567
THE CITY AGREES:
The City agrees to pay the Vendor for the work actually performed under this
Contract, up to the amount stated below, less any agreed damages provided for in the
Contract Documents.
CONTRACT AMOUNT $ 2,100.00
CITY OF DUBUQUE, IOWA VENDOR:
By; U 12/11 /2025 FEH Design
Michael C. Van Mi [igen Date Company Name
City Manager
By:
Signature Date
Printed Name
Title
Page 4 of 20 Page 173 of 567
EXHIBIT A
TERMS AND CONDITIONS
a
The following Terms and Conditions apply to City of Dubuque Transactions:
1. The City of Dubuque is exempt from federal excise tax and Iowa sales tax.
2. The City of Dubuque will not be responsible for payment for any goods deli
without a purchase order.
3. The vendor will send a separate invoice for each purchase order number. /
invoices, packages, shipping notices, or the like affecting the order shall conta
the applicable purchase order number. The vendor is to submit original invoice
the address shown in the SHIP TO section on the front of this order.
4. No freight or packing charges will be allowed by the City of Dubuque un
specifically authorized.
5. It is understood by the vendor that the cash discount period to the City of Dubuque
will date from the receipt of the invoice or from the date of the receipt of the goods',
whichever is later.
6. The risk of loss of and damage to the goods which are the subject of this ord�
regardless, of the F.O.B. point, is and will remain with the vendor until the goo
are delivered to the destination set out in the order and accepted by the City
Dubuque or the authorized City of Dubuque representative.
7. In the event of the vendor's failure to deliver as and when specified, or to perform i
as and when specified, the City of Dubuque reserves the right to cancel this orde+,
or any part thereof, without prejudice to its other rights, and the vendor agrees th t
the City of Dubuque may return part or all of any shipment so made and may
charge the vendor with any loss expense sustained as a result of such failure to
deliver or to perform.
8. In the event any article, service, or process sold, delivered and/or performed i
hereunder is covered by any patent, copyright, or application for either, the vendor
will indemnify and save harmless the City of Dubuque from any and all loss, cosh,
or expenses on account of any and all claims, suits, or judgments on account of
the use or sale of such article or the use of such service or process in violation .� f
such patent, copyright or application for either.
9. In the event any article, service, or process sold and delivered or sold a
performed hereunder is defective in any respect whatsoever, the vendor v
indemnify and save harmless the City of Dubuque from all loss or the payment
all sums of money by reason of all accidents, injuries or damages to person
property that may happen or occur in connection with the use or sale of su
article, or process and are contributed to by said defective condition.
Page 5 of 20 Page 174 of 567
r
10.The vendor agrees not to release any advertising copy mentioning the City of
Dubuque or quoting the opinion of any City of Dubuque employee without the prior
written authorization from the City of Dubuque.
11.The vendor represents and warrants that no federal or state statute or regulation,
or local municipal. ordinance has been or will be violated in the manufacturing, sale
and delivery hereunder. If such violation has or does occur, the vendor will
indemnify and save harmless the City of Dubuque from all loss, penalties, or
payment of all sums of money on account of such violation.
12. The City of Dubuque may at any time insist upon strict compliance with these terms
and conditions notwithstanding any previous custom, practice, or course of dealing
to the contrary.
13. The terms and conditions of sale as stated in this order govern in the event of
conflict with any terms of the vendor's proposal, and are not subject to change by
reason of any written or verbal statements by the vendor or by any terms stated in
the vendor's acknowledgement unless same be accepted in writing by the City of
Dubuque.
14. Current Safety Data Sheets (SDS), when applicable to the order, must be provided
by the vendor in accordance with all regulations.
Page 6 of 20
Page 175 of 567
INSURANCE SCHEDULE J
FEH Design shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage
required in Exhibit I prior to commencing work and at the end of the project if the term of work is longer than 60
days. Contractors presenting annual certificates shall present a certificate at the end of each project with the final
billing. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Department of
Insurance or an equivalent approved by the Director of Finance and Budget. Each certificate shall include a
statement under Description of Operations as to why the certificate was issued. Eg: Project # or Project
Location at Five Flagsor construction of
Civic Center
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all
insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
Each certificate shall be furnished to the Finance Department of the City of Dubuque.
4. Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be consi ered a
material breach of this agreement. 1
5. Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during the !
performance of work insurance for the coverages described in this Insurance Schedule and shall obtain '
certificates of insurances from all such subconsultants and sub-subconsultants. Contractors agree that th' y shall {
be liable for the failure of a subconsultant and sub-subconsultant to obtain and maintain such coverages. The City
may request a copy of such certificates from the Contractor.
6. All required endorsements shall be attached to the certificate. The certificate is due before the contract/agreement
can be approved.
7. Whenever a specific ISO form is listed, required the current edition of the form must be used, or an equivalent
form may be substituted if approved by the Director of Finance and Budget and subject to the contractor
identifying and listing in writing all deviations and exclusions from the ISO form.
8. Contractors shall be required to carry the minimum coverage/limits, or greater if required by law or other egal
agreement, in Exhibit I. If the contractor's limits of liability are higher than the required minimum limits t .yen the 1
provider's limits shall be this agreement's required limits.
9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy premi ms and
other cost associated with the insurance policies required below.
10. All certificates of insurance must include agents name, phone number, and email address.
11. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by this- Schedule at any time. .I
12. The City of Dubuque reserves the right to modify these requirements, including limits, based on char
risk or other special circumstances during the term of the agreement, subject to written mutual agree
attached hereto.
in the
Page 17 of 20
Page 176 of 567
INSURANCE SCHEDULE J (continued)
Exhibit I
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 $6,000
1) Coverage shall be written on an occurrence, not claims made, form. The general liability
coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02.
All deviations from the standard ISO commercial general liability form CG 00 01, or business
owners form BP 00 02, shall be clearly identified.
2) Include endorsement indicating that coverage is primary and non-contributory.
3) Include Preservation of Governmental Immunities Endorsement. (Sample attached).
4) Include additional Insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees and
volunteers, all its boards, commissions and/or authorities and their board members, employees
and volunteers. Use ISO form CG 20 26.
5) Policy shall include Waiver of Right to Recover from Others endorsement.
6) Policy shall include cancellation and material change endorsement providing thirty (30) days
advance written notice of cancellation, non -renewal, reduction in insurance coverage and/or limits
and ten (10) days written notice of non-payment of premium shall be sent to: City of Dubuque
Finance Department, 50 West 13th Street Dubuque, Iowa 52001.
R) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's business does not
own any vehicles, coverage is required on non -owned and hired vehicles.
2) Policy shall include Waiver of Right to Recover from Others endorsement.
C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa
Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers' Compensation
Insurance, the Contractor shall have a copy of the State's Nonelection of Workers' Compensation or
Employers' Liability Coverage form on file with the Iowa Workers' Compensation Insurance
Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached.
Page 18 of 20
Page 177 of 567
i
E
D) UMBRELLAIEXCESS LIABILITY $1,000,000 i
The General Liability, Automobile Liability and Employer's Liability Insurance requirements may b,'
satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or
Excess Insurance policy does not follow the form of the primary policies, it shall include the same) E
endorsements as required of the primary policies including but not limited to Waiver of Subrogation and
Primary and Non-contributory in favor of the City.
E) PROFESSIONAL LIABILITY $2,000,000
f�
If the required policy provides claims -made coverage:
1) The Retroactive Date must be shown and must be before the date of the agreement.
2) Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years after completion of the work or services.
3) If coverage is canceled or non -renewed and not replaced with another claims -made polic form
with a Retroactive Date prior to the date of the agreement, the contractor must provide .'extended
reporting" coverage for a minimum of five (5) years after completion of the work or servic S.
F) CYBER LIABILITY/BREACH $1,000,000
' � 1
_ Yes x No
Coverage for First and Third Party breach liability including but not limited to lost data and restorE tibn,
loss of income and cyber breach of information. . I .
Page 19 of 20
Page 178 of 567
Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain immunities which may be
available to you. Naming the City of Dubuque as an additional insured on your insurance as is requested by this
Insurance Schedule may result in your waiver of those immunities. If you would like to preserve those immunities, please
use this endorsement or an equivalent form. The preservation of -Immunities, is for your benefit.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunily, The insurer expressly agrees and states that the purchase of this policy
and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670A as it now exists and as it
may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject
to the defense of governmental immunity under the Code of )owa 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 insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any
of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity
unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted
by the City of Dubuque, Iowa.
No Other Change in Polio The above preservation of governmental immunities shall not otherwise change or alter the
coverage available under the policy.
ilL
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Page 20 of 20
Page 179 of 567
SIOUX CITY / DES MOINES / DUBUQUE / M
2025-10-31
RE_ Proposal for services -- 405 Main Street, Dubuque, IA (Five Flags Center)
Thank you for the opportunity to submit this proposal.
This proposal includes services for fire escape inspection and reporting to the city through the
online portal.
1. Fire Escape Inspection
a. Site visit to observe existing conditions (scheduled date T8D).
b. Assessment report, digital copy
i. Physical copy upon request
c. Online reporting to the city fire marshal
2. COMPENSATION
Site observation and assessment report $ 2,100.00
(The value above is determined by the fire escape inspection rate sheet, attached)
3. Additional services
a. At owner approval, additional services maybe provided per the hourly rate
sheet (attached).
b. Follow-up site visit after repairs/code required changes for documentation, if
required.
I. Reporting of any repairs noted in the original report will be required by
the city fire marshal to qualify the escape as compliant.
4. CLIENT/OWNER PROVIDED INFORMATION/SERVICES
a. Access to all building areas.
I
I
. I
1
i
{
I
I
1
I
fir♦ 9SI MAIN STHIFT S63 50� 4900 P
FEH DESIGN
+� bU6UqUE, IOVtA szoul
Pige 180 of 567
',IIIUX (IIY / Ii 5INAOINI it / INIII(KAI= / MiI WAHK1 1.
5. EXCLUDED:
a. Load testing or material testing of structure.
b. Deflection or crack monitoring.
Deliverables
FEH DESIGN will provide electronic .pdf version of inspection report. Report will be sent
within 10 business days of the initial scheduled inspection.
Online reporting to the city fire marshal will be sent following owner review of the inspection
report.
If this proposal is found to be acceptable, please return a signed and dated copy of this
document.
6Q[KxaC x Date
Michael C, Van Milligen
City Manager
Bryan 1. Blair, PE, LEED AP, Principal
FEH DESIGN
FEH DESIGN
""I "IA1}! NiI i 1 I I: s 11 ! 11iuu
11UGlllltlS,
Page 181 of 567
I
SIOUX CITY I DES MOINES I DU8UQUE / MI WAUKEE
FEH DESIGN
FIRE ESCAPE INSPECTION RATES
SINGLE FIRE ESCAPE $650.00
(UP TO 2 STORIES)
FOR EACH ADDITIONAL STORY $150.00
OVER BASE RATE
REINSPECTION FEES TO Hourly, per rate schedule ;
DOCUMENT REQUIRED REPAIRS
!I
Fire escape inspection services include the following._
- Initial observation of the escape structure. I
- Review of required repairs at the time of observation.
- Written notification letter, city escape checklist, and photo appendix of observations.
All information will be filed electronically with through the Compliance Engine for city records.
Additional services:
- Reinspection of escapes after repairs are completed are required for city compliance.
I
9SI MAIN STREET 563 583 4900 P '
Page 1 of 1
DUBUQUE, IOWA 52001 !I
I
Page 182 of 567
ZIS�
FEH DESIGN
RATE SCHEDULE
Effective 4/1 /25
POSITION Rates
Graphic Designer
85.00
Graphic Designer 2
100.00
Cadd Technician
85.00
Cadd Technician 2
55.00
Senior Cadd Technician
110.00
Design Intern
85.00
Interior Designer 1
95.00
Interior Designer 2
105.00
Interior Designer 3
120.00
Interior Design Principal
130.00
Intern Architect Designer 1
90.00
Intern Architect Designer 2
95.00
Intern Architect ( Designer 3
100.00
Project Architect 1
110.00
Project Architect 2
120.00
Project Architect 3
130.00
Library Planner
120.00
Structural Intern
85.00
Structural Designer 1
95.00
Structural Designer 2
105.00
Structural Engineer 1
125.00
Structural Engineer 2
145.00
Structural Engineer 3
160.00
Project Manager 1
135.00
Project Manager 2
145.00
Project Manager 3
155.00
Principal 1
150.00
Principal 2
170.00
Principal 3
185.00
Senior Principal
220.00
Administrative
100.00
Business Development Mgr
110.00
Education Facility Planner
200.00
Reimbursable Expenses billed at Cost plus 10%
Mileage At IRS Rate
Page 183 of 567
Dubuque
THE COF
D!Uj-
s E 11111.'
Masterpiece on the Mississippi 2oi7.20t92007.2012.2013
City of Dubuque
46 Department
950 Elm Street
(address)
Dubuque, IA 52001
Phone # 563-690-6463
CITY OF DUBUQUE, IOWA
SHORT FORM
VENDOR SERVICE AGREEMENT
THIS VENDOR SERVICE AGREEMENT (the Contract), between the City of
Dubuque, Iowa (City), by its City Manager, through authority conferred upon the City
Manager by its City Council and
endor) at Racom Corporation
(Vendor Name)
3190 Cedar Cross Court, Dubuque, IA 52003
(Vendor Address - City and State)
PROJECT TITLE: 5th Street Ramp Camera Replacement
(Project)
For and in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
VENDOR AGREES:
1. To furnish all material and equipment and to perform all labor necessary for:
Camera replacement in 5th Street Parking Ramp
The work described above shall be completed at the following location(s):
5th Street Parking Ramp Camera replacement
The Project shall be completed in strict accordance with the terms as described in this
Contract; in strict accordance with the requirements of the laws of the State of Iowa
Page 1 of 20
Page 184 of 567
and ordinances of the City of Dubuque, just as much as if the detailed statements
thereof were repeated herein.
2. Contract Documents shall mean and include the following WHERE APPLICABLE:
Documents listed in bold should be attached to this document upon submission.
• Request for Proposal (or procurement documentation)
• This Contract;
• Ordinances and resolutions heretofore adopted by the City Council having to
do with this Project;
• The Vendor's Proposal;
• Plans and Specifications;
• General Requirements as adopted by the City Council for the Project;
• Terms and Conditions (Exhibit A); and
• INSURANCE — Please include one applicable Insurance Schedule:
o Insurance Schedule F for General Artisan or Trade Contractors or
Subcontractors (Exhibit B)
o Insurance Schedule G for Vendors (Exhibit C)
o Insurance Schedule J for Professional Services (Exhibit D)
Check Appropriate Box
7 Insurance Schedule F — General Artisan or Trade Contractors or
Subcontractors
❑ Insurance Schedule G — Vendors
❑ Insurance Schedule J — Professional Services
• Other:
3. All materials used by the Vendor on this Project shall be of the quality required by the
Contract Documents and shall be put in place in accordance with the Contract
Documents.
4. The Vendor shall remove any materials rejected by the City Manager as defective or
improper, or any of said work condemned as unsuitable or defective, and the same
shall be replaced or done anew to the satisfaction of the City Manager at the cost and
expense of the Vendor.
5. The Vendor has read and understands the Contract Documents and has examined
and understands the project description described in Section 1 of this Agreement and
any attached Special Conditions herein referred to and agrees not to plead
misunderstanding or deception because of estimates of quantity, character, location
or other conditions surrounding the same.
6. The Vendor shall fully complete the Project under this Contract on or before
6/30/2026 (date)
Page 2 of 20
Page 185 of 567
7. Indemnification; Liability for City Damage
A. To the fullest extent permitted by law, the Contractor shall indemnify and hold
harmless the City from and against all claims, damages, losses and expenses,
including but not limited to attorneys' fees, arising out of or resulting from
performance of the Contract, provided that such claim, damages, loss or expense
is attributable to bodily injury, sickness, disease or death, or injury to or destruction
of property (other than the Project itself) including loss of use resulting therefrom,
but only to the extent caused in whole or in part by negligent acts or omissions of
the Contractor, the Contractor's subcontractor, or anyone directly or indirectly
employed by the Contractor or the Contractor's subcontractor or anyone for whose
acts the Contractor or the Contractor's subcontractor may be liable, regardless of
whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder.
B. The Contractor shall also be liable to the City for any damage to City property
arising out of or related to the Contractor's negligent performance of the Contract.
8. Prior to the commencement of any work on this Project and at all times during the
performance of this Contract, the Vendor shall provide evidence of insurance which
meets the requirements of the City's Insurance Schedule as indicated above and
attached hereto.
9. The Vendor agrees that no work under this Contract shall commence until the City has
authorized said work in writing. Any work started by the Vendor prior the City
authorization shall be considered unauthorized and done at the sole risk to the
Vendor.
10. Vendor will comply with all federal, state, and local laws and regulations in the
performance of this Contract.
11. The City may terminate this Contract with or without cause upon fourteen (14) days'
written notice delivered to the Vendor.
12. This Contract shall be governed by the laws of the State of Iowa and exclusive
jurisdiction and venue for any action arising out of or related to this Contract shall be
the Iowa District Court for Dubuque County.
Page 3 of 20
Page 186 of 567
THE CITY AGREES:
The City agrees to pay the Vendor for the work actually performed under this
Contract, up to the amount stated below, less any agreed damages provided for in the
Contract Documents.
CONTRACT AMOUNT $ 38,165.53
CITY OF DUBUQUE, IOWA
By: 12/22/26
Michael C. Van illigen Date
City Manager
VENDOR:
�RCDN� aYaoYk0A
Company Name
By: I 'ZI 1,9 Zo25
nature Date
CArAAe A 16642-xd,
Printed Name
k►na�u, I��0.��eN
Title
Page 4 of 20
Page 187 of 567
EXHIBIT A
TERMS AND CONDITIONS
The following Terms and Conditions apply to City of Dubuque Transactions:
1. The City of Dubuque is exempt from federal excise tax and Iowa sales tax.
2. The City of Dubuque will not be responsible for payment for any goods delivered
without a purchase order.
3. The vendor will send a separate invoice for each purchase order number. All
invoices, packages, shipping notices, or the like affecting the order shall contain
the applicable purchase order number. The vendor is to submit original invoice to
the address shown in the SHIP TO section on the front of this order.
4. No freight or packing charges will be allowed by the City of Dubuque unless
specifically authorized.
5. It is understood by the vendor that the cash discount period to the City of Dubuque
will date from the receipt of the invoice or from the date of the receipt of the goods,
whichever is later.
6. The risk of loss of and damage to the goods which are the subject of this order,
regardless of the F.O.B. point, is and will remain with the vendor until the goods
are delivered to the destination set out in the order and accepted by the City of
Dubuque or the authorized City of Dubuque representative.
7. In the event of the vendor's failure to deliver as and when specified, or to perform
as and when specified, the City of Dubuque reserves the right to cancel this order,
or any part thereof, without prejudice to its other rights, and the vendor agrees that
the City of Dubuque may return part or all of any shipment so made and may
charge the vendor with any loss expense sustained as a result of such failure to
deliver or to perform.
8. In the event any article, service, or process sold, delivered and/or performed
hereunder is covered by any patent, copyright, or application for either, the vendor
will indemnify and save harmless the City of Dubuque from any and all loss, cost,
or expenses on account of any and all claims, suits, or judgments on account of
the use or sale of such article or the use of such service or process in violation of
such patent, copyright or application for either.
9. In the event any article, service, or process sold and delivered or sold and
performed hereunder is defective in any respect whatsoever, the vendor will
indemnify and save harmless the City of Dubuque from all loss or the payment of
all sums of money by reason of all accidents, injuries or damages to person or
property that may happen or occur in connection with the use or sale of such
article, or process and are contributed to by said defective condition.
Page 5 of 20
Page 188 of 567
10.The vendor agrees not to release any advertising copy mentioning the City of
Dubuque or quoting the opinion of any City of Dubuque employee without the prior
written authorization from the City of Dubuque.
11. The vendor represents and warrants that no federal or state statute or regulation,
or local municipal ordinance has been or will be violated in the manufacturing, sale
and delivery hereunder. If such violation has or does occur, the vendor will
indemnify and save harmless the City of Dubuque from all loss, penalties, or
payment of all sums of money on account of such violation.
12. The City of Dubuque may at any time insist upon strict compliance with these terms
and conditions notwithstanding any previous custom, practice, or course of dealing
to the contrary.
13.The terms and conditions of sale as stated in this order govern in the event of
conflict with any terms of the vendor's proposal, and are not subject to change by
reason of any written or verbal statements by the vendor or by any terms stated in
the vendor's acknowledgement unless same be accepted in writing by the City of
Dubuque.
14. Current Safety Data Sheets (SDS), when applicable to the order, must be provided
by the vendor in accordance with all regulations.
Page 6 of 20
Page 189 of 567
Class A:
Class B:
Class C:
EXHIBIT B
INSURANCE SCHEDULE F
Asbestos Removal
Fiber Optics
Sanitary Sewers
Asphalt Paving
Fire Protection
Sheet Metal
Concrete
Fireproofing
Site Utilities
Construction Managers
General Contractors
Shoring
Cranes
HVAC
Special construction
Culverts
Mechanical
Steel
Decking
Paving & Surfacing
Storm sewers
Demolition
Piles & Caissons
Structural Steel
Deconstruction
Plumbing
Trails
Earthwork
Retaining Walls
Tunneling
Electrical
Reinforcement
Water main
Elevators
Roofing
Chemical Spraying
Landscaping
Rough Carpentry
Doors, Window &
Masonry
Stump Grinding
Glazing
Vehicular Snow Removal
Tank Coating
Drywall Systems
Painting & Wall Covering
Tree Removal
Fertilizer Application
Pest Control
Tree Trimming
Geotech Boring
Scaffolding
Tuckpointing
Insulation
Sidewalks
Waterproofing
Finish Carpentry
Plastering
Well Drilling
Carpet Cleaning
Carpet & Resilient
Flooring
Caulking & Sealants
Acoustical Ceiling
Filter Cleaning
General Cleaning
Grass Cutting
Janitorial
Non Vehicular Snow &
Ice Removal
Office Furnishings
Power Washing
Tile & Terrazzo Flooring
Window Washing
Page 7 of 20
Page 190 of 567
INSURANCE SCHEDULE F (continued)
Contractor shall furnish a signed certificate of insurance to the department responsible for the contract for the
coverage required in Exhibit I prior to commencing work and at the end of the project if the term of work is longer
than 60 days. Contractors presenting annual certificates shall present a certificate at the end of each project with
the final billing. Each certificate shall be prepared on the most current ACORD form approved by the Iowa
Department of Insurance or an equivalent approved by the Director of Finance and Budget or Designee. The
certificate must clearly indicate the project number, project name, or project description for which it is being
provided Eg: Project # Project name: or Project Location at
or construction of
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all
insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each Certificate required shall be furnished to the Department of the City of Dubuque.
4. Failure to provide the coverages described in this Insurance Schedule 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 contract.
5. Contractor shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance
of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of
insurance from all such subcontractors and sub -subcontractors. Contractor agrees that it shall be liable for the
failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a
copy of such certificates from the Contractor.
6. All required endorsements shall be attached to the certificate. The certificate is due before the contract/agreement
can be approved.
7. Whenever an ISO form is referenced the current edition must be provided.
8. Contractor shall be required to carry the minimum coverage/limit, or greater if required by law or other legal
agreement, in Exhibit I - Insurance Schedule F. If the contractor's limits of liability are higher than the required
minimum limit, then the contractor's limits shall be this agreement's required limits.
9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy premiums and
other cost associated with the insurance policies required below.
10. All certificates of insurance must include agents name, phone number, and email address.
11. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by this Schedule at any time.
12. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the
risk or other special circumstances during the term of the contract, subject to written mutual agreement attached
hereto.
Page 8 of 20
Page 191 of 567
INSURANCE SCHEDULE F (continued)
EXHIBIT I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $2,000,000
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
1) Coverage shall be written on an occurrence, not claims made, form. The general liability
coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02.
All deviations from the standard ISO commercial general liability form CG 00 01 or business
owners form BP 00 02 shall be clearly identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit" or
CG 25 03 "Designated Construction Project(s) General Aggregate Limit" as appropriate.
3) Include endorsement indicating that coverage is primary and non-contributory.
4) Include Preservation of Governmental Immunities Endorsement. (Sample attached).
5) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees,
agents, and volunteers, all its boards, commissions and/or authorities and their board
members, employees, agents, and volunteers. Use ISO form CG 20 10 (Ongoing operations).
6) The additional insured endorsement shall include completed operations under ISO form CG 20
37 during the project term and for a period of two years after the completion of the project.
7) Policy shall include Waiver of Right to Recover from Others endorsement.
8) Policy shall include cancellation and material change endorsement providing thirty (30) days
advance written notice of cancellation, non -renewal, reduction in insurance coverage and/or limits
and ten (10) days written notice of non-payment of premium shall be sent to: City of Dubuque
Finance Department, 50 West 13th Street Dubuque, Iowa 52001.
9) Contractor and subcontractor shall not use any drone without the prior written approval of the City
of Dubuque. Any drone usage must comply with above liability limits and the additional insured
endorsement must name the City of Dubuque with respect to aircraft liability coverage.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa
Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers' Compensation
Insurance, the Contractor shall have a copy of the State's Nonelection of Workers' Compensation or
Employers' Liability Coverage form on file with the Iowa
Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22. Completed
form must be attached.
Page 9 of 20
Page 192 of 567
C) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's business does not
own any vehicles, coverage is required on non -owned and hired vehicles.
1) Policy shall include Waiver of Right to Recover from Others endorsement.
D) UMBRELLA/EXCESS LIABILITY
The General Liability, Automobile Liability and Employer's Liability Insurance requirements may be
satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or
Excess Insurance policy does not follow the form of the primary policies, it shall include the same
endorsements as required of the primary policies including but not limited to Waiver of Subrogation and
Primary and Non-contributory in favor of the City.
All Class A contractors with contract values in excess of $10,000,000 must have umbrella/excess liability
coverage of $10,000,000.
All Class A and Class B contractors with contract values between $500,000 and $10,000,000 must have
umbrella/excess liability coverage of $3,000,000.
All Class A and B contractors with contract values less than $500,000 must have umbrella/excess liability
coverage of $1,000,000.
All Class C contractors are not required to have umbrella/excess liability coverage.
All contractors performing earth work must have a minimum of $3,000,000 umbrella regardless of the
contract value.
E) POLLUTION LIABILITY
Coverage required: _ Yes _ No
Pollution liability coverage shall be required if project involves any pollution exposure for hazardous or
contaminated materials including, but not limited to, the removal of lead, asbestos, or PCBs. Pollution
product and complete operations coverage shall also be covered.
Each Occurrence $2,000,000
Policy Aggregate $4,000,000
1) Policy to include job site and transportation coverage.
2) Include additional insured for:
The City of Dubuque, including all its elected and appointed officials, all its employees,
agents, and volunteers, all its boards, commissions and/or authorities and their board
members, employees and volunteers. Use ISO form CG 20 10. (Ongoing operations) or its
equivalent and CG 20 37 (completed operations) or its equivalent.
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
5) Include endorsement indicating that coverage is primary and non-contributory.
6) Policy shall include waiver of right to recovery from others endorsement.
7) Pollution liability shall include ISP endorsement CA 99 48. Pollution Liability -Broadened Coverage
for Covered Autos, or equivalent endorsement if the contractor has vehicles that transport fuel
onto the Owner's property.
F) RAILROAD PROTECTIVE LIABILITY
Coverage required: _ Yes _ No
Page 10 of 20
Page 193 of 567
Any contract for construction or demolition work on or within fifty feet (50') from the edge of the tracks of a
railroad and affecting any railroad bridge, trestle, tracks, roadbeds, tunnel, underpass, or crossing, for
which an easement, license or indemnification of the railroad is required, shall require evidence of the
following additional coverages.
Railroad Protective Liability:
$ each occurrence (per limits required by Railroad)
policy aggregate (per limits required by Railroad)
AND
An endorsement to the Commercial General Liability policy equal to ISO CG 24 17 (Contractual Liability -
Railroads). A copy of this endorsement shall be attached to the certificate of insurance.
Page 11 of 20
Page 194 of 567
Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain immunities which may be
available to you. Naming the City of Dubuque as an additional insured on your insurance as is requested by this
Insurance Schedule may result in your waiver of those immunities. If you would like to preserve those immunities, please
use this endorsement or an equivalent form. The preservation of immunities is for your benefit.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy
and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it now exists and as it
may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject
to the defense of governmental immunity under the Code of Iowa 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 insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any
of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity
unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted
by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the
coverage available under the policy.
SPECIMEN
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Page 12 of 20
Page 195 of 567
EXHIBIT C
INSURANCE SCHEDULE G
1. Vendor shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in
Exhibit I prior to the contract commencement. Each certificate shall be prepared on the most current ACORD form
approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under
Description of Operations as to why the certificate was issued. Vendor Service Agreement dated
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all
insurers 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 Finance Department of the City of Dubuque.
4. The service provider shall be required to carry the minimum coverage/limits, or greater if required by law or other
legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of
such requirements by the City of Dubuque.
5. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement.
6. All required endorsements shall be attached to the certificate. The certificate is due before the contract/agreement
can be approved.
7. Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent
form is approved by the Director of Finance and Budget. The service provider must identify or list in writing all
deviations and exclusions from the ISO form.
8. If vendor's limits of liability are higher than the required minimum limits then the vendor's limits shall be this
agreement's required limits.
9. Vendor shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of
work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance
from all such subcontractors and sub -subcontractors. Vendor agrees that it shall be liable for the failure of a
subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such
certificates from the Vendor.
10. Vendor shall be responsible for deductibles/self-insured retention for payment of all policy premiums and other
costs associated with the insurance policies required below.
11. All certificates of insurance must include agents name, phone number, and email address.
12. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by this Schedule at any time.
13. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the
risk or other special circumstances during the term of the agreement, subject to written mutual agreement
attached hereto.
Page 13 of 20
Page 196 of 567
INSURANCE SCHEDULE G (continued)
EXHIBIT I
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
1) Coverage shall be written on an occurrence, not claims made, form. The general liability
coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02.
All deviations from the standard ISO commercial general liability form CG 00 01, or Business
owners form BP 00 02, shall be clearly identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit."
3) Include endorsement indicating that coverage is primary and non-contributory.
4) Include Preservation of Governmental Immunities Endorsement (Sample attached).
5) 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. Use ISO form CG 20 10 (Ongoing operations) or its equivalent.
6) Policy shall include Waiver of Right to Recover from Others endorsement.
7) Policy shall include cancellation and material change endorsement providing thirty (30) days
advance written notice of cancellation, non -renewal, reduction in insurance coverage and/or limits
and ten (10) days written notice of non-payment of premium shall be sent to: City of Dubuque
Finance Department, 50 West 13th Street Dubuque, Iowa 52001.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa
Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the Vendor is not required to purchase Workers' Compensation
Insurance, the Vendor shall have a copy of the State's Nonelection of Workers' Compensation or
Employers' Liability Coverage form on file with the Iowa Workers' Compensation Insurance
Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached.
Page 14 of 20
Page 197 of 567
INSURANCE SCHEDULE G (continued)
C) POLLUTION LIABILITY
Coverage required: _ Yes _ No
Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any pollution
exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum
products, the removal of lead, asbestos, or PCBs. Pollution product and completed operations coverage
shall also be covered.
Each Occurrence $2,000,000
Policy Aggregate $4,000,000
1) Policy to include job site and transportation coverage.
2) Include additional insured 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. Use ISO form CG 20 10. (Ongoing operations) or its equivalent
and CG 20 37(competed operations).
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
5) Include endorsement indicating that coverage is primary and non-contributory.
6) Policy shall include waiver of right to recovery from others endorsement.
D) PROFESSIONAL LIABILITY $1,000,000
Coverage required: _ Yes _ No
If the required policy provides claims -made coverage:
1) The Retroactive Date must be shown and must be before the date of the agreement.
2) Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years after completion of the work or services.
3) If coverage is canceled or non -renewed and not replaced with another claims -made policy form
with a Retroactive Date prior to the date of the agreement, the contractor must provide "extended
reporting" coverage for a minimum of five (5) years after completion of the work or services.
E) CYBER LIABILITY/BREACH $1,000,000
Coverage required: _ Yes _ No
Coverage for First and Third Party breach liability including but not limited to lost data and restoration,
loss of income and cyber breach of information.
F) UMBRELLA/EXCESS $1,000,000
Coverage required: _ Yes _ No
The General Liability, Automobile Liability and Employer's Liability Insurance requirements may be
satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or
Excess Insurance policy does not follow the form of the primary policies, it shall include the same
endorsements as required of the primary policies including but not limited to Waiver of Subrogation and
Primary and Non-contributory in favor of the City.
Page 15 of 20
Page 198 of 567
Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain immunities which may be
available to you. Naming the City of Dubuque as an additional insured on your insurance as is requested by this
Insurance Schedule may result in your waiver of those immunities. If you would like to preserve those immunities, please
use this endorsement or an equivalent form. The preservation of immunities is for your benefit.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy
and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it now exists and as it
may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject
to the defense of governmental immunity under the Code of Iowa 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 insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any
of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity
unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted
by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the
coverage available under the policy.
SPECIMEN
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Page 16 of 20
Page 199 of 567
EXHIBIT D
INSURANCE SCHEDULE J
shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage
required in Exhibit I prior to commencing work and at the end of the project if the term of work is longer than 60
days. Contractors presenting annual certificates shall present a certificate at the end of each project with the final
billing. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Department of
Insurance or an equivalent approved by the Director of Finance and Budget. Each certificate shall include a
statement under Description of Operations as to why the certificate was issued. Eg: Project # or Project
Location at or construction of
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all
insurers 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 Finance Department of the City of Dubuque.
4. Failure to provide coverage required by this Insurance Schedule 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. Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during the
performance of work insurance for the coverages described in this Insurance Schedule and shall obtain
certificates of insurances from all such subconsultants and sub-subconsultants. Contractors agree that they shall
be liable for the failure of a subconsultant and sub-subconsultant to obtain and maintain such coverages. The City
may request a copy of such certificates from the Contractor.
6. All required endorsements shall be attached to the certificate. The certificate is due before the contract/agreement
can be approved.
7. Whenever a specific ISO form is listed, required the current edition of the form must be used, or an equivalent
form may be substituted if approved by the Director of Finance and Budget and subject to the contractor
identifying and listing in writing all deviations and exclusions from the ISO form.
8. Contractors shall be required to carry the minimum coverage/limits, or greater if required by law or other legal
agreement, in Exhibit I. If the contractor's limits of liability are higher than the required minimum limits then the
provider's limits shall be this agreement's required limits.
9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy premiums and
other cost associated with the insurance policies required below.
10. All certificates of insurance must include agents name, phone number, and email address.
11. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by this Schedule at any time.
12. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the
risk or other special circumstances during the term of the agreement, subject to written mutual agreement
attached hereto.
Page 17 of 20
Page 200 of 567
INSURANCE SCHEDULE J (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
1) Coverage shall be written on an occurrence, not claims made, form. The general liability
coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02.
All deviations from the standard ISO commercial general liability form CG 00 01, or business
owners form BP 00 02, shall be clearly identified.
2) Include endorsement indicating that coverage is primary and non-contributory.
3) Include Preservation of Governmental Immunities Endorsement. (Sample attached).
4) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees and
volunteers, all its boards, commissions and/or authorities and their board members, employees
and volunteers. Use ISO form CG 20 26.
5) Policy shall include Waiver of Right to Recover from Others endorsement.
6) Policy shall include cancellation and material change endorsement providing thirty (30) days
advance written notice of cancellation, non -renewal, reduction in insurance coverage and/or limits
and ten (10) days written notice of non-payment of premium shall be sent to: City of Dubuque
Finance Department, 50 West 131' Street Dubuque, Iowa 52001.
B) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's business does not
own any vehicles, coverage is required on non -owned and hired vehicles.
2) Policy shall include Waiver of Right to Recover from Others endorsement.
C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa
Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers' Compensation
Insurance, the Contractor shall have a copy of the State's Nonelection of Workers' Compensation or
Employers' Liability Coverage form on file with the Iowa Workers' Compensation Insurance
Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached.
Page 18 of 20
Page 201 of 567
D) UMBRELLA/EXCESS LIABILITY $1,000,000
The General Liability, Automobile Liability and Employer's Liability Insurance requirements may be
satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or
Excess Insurance policy does not follow the form of the primary policies, it shall include the same
endorsements as required of the primary policies including but not limited to Waiver of Subrogation and
Primary and Non-contributory in favor of the City.
E) PROFESSIONAL LIABILITY $2,000,000
If the required policy provides claims -made coverage:
1) The Retroactive Date must be shown and must be before the date of the agreement.
2) Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years after completion of the work or services.
3) If coverage is canceled or non -renewed and not replaced with another claims -made policy form
with a Retroactive Date prior to the date of the agreement, the contractor must provide "extended
reporting" coverage for a minimum of five (5) years after completion of the work or services.
F) CYBER LIABILITY/BREACH $1,000,000
Yes _ No
Coverage for First and Third Party breach liability including but not limited to lost data and restoration,
loss of income and cyber breach of information.
Page 19 of 20
Page 202 of 567
Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain immunities which may be
available to you. Naming the City of Dubuque as an additional insured on your insurance as is requested by this
Insurance Schedule may result in your waiver of those immunities. If you would like to preserve those immunities, please
use this endorsement or an equivalent form. The preservation of immunities is for your benefit.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy
and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it now exists and as it
may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject
to the defense of governmental immunity under the Code of Iowa 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 insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any
of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity
unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted
by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the
coverage available under the policy.
SPECIMEN
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Page 20 of 20
Page 203 of 567
THE CITY OF
DUB& E
Masterpiece on the Mississippi
Dubuque City of Dubuque
Engineering Department
1 I I I I► City Hall, 50 W 13th Street
2007.2012.2013 (address)
2017•2019 Dubuque, IA 52001
Phone # 563-589-4270
CITY OF DUBUQUE, IOWA
SHORT FORM
PUBLIC IMPROVEMENT CONTRACT
PROJECTS ESTIMATED AT LESS THAN $100,000.00
Check Appropriate Box
0 Estimate under $25,000.00
❑ Estimate between $25,000.00 and $99,999.99
THIS PUBLIC IMPROVEMENT CONTRACT (the Contract), between the City of Dubuque, Iowa
(City), by its City Manager, through authority conferred upon the City Manager by its City Council and
Zephyr Aluminium Products, Inc. (Contractor) at
(Contractor Name)
555 Huff Street, Dubuque, Iowa 52004-0936
(Contractor's Address - City and State)
PROJECT TITLE: IMON ICE ARENA ADA SWING DOOR ACTUATOR INSTALLATION
(Project)
For and in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:
CONTRACTOR AGREES:
1. To furnish all material and equipment and to perform all labor necessary for:
Scope of work per attached proposal, dated October 20, 2025
The work described above shall be completed at the following location(s):
1800 Admiral Sheehy Dr, Dubuque, IA 52001
The Project shall be constructed to the meet the requirements as described in this Contract; in
strict accordance with the requirements of the laws of the State of Iowa and ordinances of the
City of Dubuque, just as much as if the detailed statements thereof were repeated herein.
2. Contract Documents shall mean and include the following where applicable:
Page 204 of 567
Documents listed in bold should be attached to this document upon submission.
• Request for Bid or procurement documentation;
• This Contract;
• All ordinances and resolutions heretofore adopted by the City Council having to do with the
Project;
• The Contractor's Bid or procurement documentation;
• Consent Decree Certification Form, if applicable (Exhibit A);
• Bond Form, if applicable (Exhibit B);
• Plans and Specifications;
• SUDAS Standard Specifications (Current Edition) including but not limited to Division 1:
General Provisions and Covenants and the City of Dubuque Supplemental Specifications —
Division 1 (Current Edition);
• General Requirements as adopted by the City Council for the Project;
• Insurance Schedule F (Exhibit C); and
• Other
Is the project over $25,000.00?
❑ Yes 0 No
If yes, Bond Form is required, see Exhibit B.
3. All materials used by the Contractor in the Project shall be the best of their several kinds and
shall be put in place to the satisfaction of the City Manager.
4. The Contractor shall remove any materials rejected by the City Manager as defective or
improper, or any of said work condemned as unsuitable or defective, and the same shall be
replaced or done anew to the satisfaction of the City Manager at the cost and expense of the
Contractor.
5. Three (3%) of the Contract price may be retained by the City for a period of thirty (30) days after
final completion and acceptance of the Project by the City Manager to pay any claim that may
be filed within said time for labor and materials done and furnished in connection with the
performance of this Contract and for a longer period if such claims are not adjusted within that
time, as provided in Iowa Code Chapter 573. The City shall also retain additional sums to protect
itself against any claim that has been filed against it for damages to persons or property arising
through the prosecution of the work and such sums shall be held by the City until such claims
have been settled, adjudicated or otherwise disposed of.
6. The Contractor has read and understands the Contract and the project description described in
Section 1 and the Contract Documents outlined in Section 2 and agrees not to plead
misunderstanding or deception.
7. The Contractor shall guarantee for a period of two years and make good any other defect in any
part of the Project due to improper construction or material performance notwithstanding the fact
that said Project may have been accepted and fully paid for by the City. The guarantee shall
commence on the date that the City pays full compensation for the complete performance of this
contract.
Page 205 of 567
8. The Contractor shall fully complete the Project under this Contract on or before
November 21, 2025
(DATE)
9. Indemnification from Third Party Claims; Liability for City Damage.
A. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless
City, its officers and employees, from and against all claims, damages, losses and expenses
claimed by third parties, but not including any claims, damages, losses or expenses of the
parties to this Contract, including but not limited to attorneys' fees, arising out of or resulting
from performance of this Contract, provided that such claim, damages, loss or expense is
attributable to bodily injury, sickness, disease or death, or injury to or destruction of property,
including loss of use resulting therefrom, but only to the extent caused in whole or in part by
negligent acts or omissions of Contractor, or anyone directly or indirectly employed by
Contractor or anyone for whose acts Contractor may be liable, regardless of whether or not
such claim, damage, loss or expense is caused in part by a party indemnified hereunder.
B. The Contractor shall also be liable to the City for any damage to City property arising out of
or related to the Contractor's negligent performance of the Contract.
10. Prior to the commencement of any work on the Project and at all times during the performance
of this Contract, the Contractor shall provide evidence of insurance which meets the
requirements of the City's Insurance Schedule F attached to this Contract as Exhibit C.
11. Permits and Licenses. Contractor further represents and warrants that Contractor will obtain all
necessary business permits and licenses that may be required to carry out the obligations
pursuant to this Contract, including any permits and licenses that might be required by the state
or locality in which Contractor performs the Services, and Contractor agrees to maintain, at
Contractor's sole expense, such required permits and licenses for the duration of the term(s) of
this Contract.
12. Legal Compliance. Contractor is responsible for compliance with all applicable laws, statutes,
rules, regulations, and ordinances which may apply to the performance of Contractor's
obligations under this Contract, including but not limited to the laws outlined in Exhibit , and
hereby represents and warrants that Contractor is in compliance with the same as of the
Closing/Effective Date and further represents that during the Term Contractor will remain in
compliance. Contractor shall require all contractors and subcontractors providing services under
this Contract shall also certify compliance with this Section.
When Applicable:
Contractor further represents and warrants that Contractor has obtained all necessary business
permits and licenses that may be required to carry out the obligations pursuant to this Contract,
including any permits and licenses that might be required by the state or locality in which
Contractor performs the Services, and Contractor agrees to maintain, at Contractor's sole
expense, such required permits and licenses for the durations of the term(s) of this Contract.
13. The City may terminate this Contract with or without cause upon fourteen (14) days' written
notice delivered to the Contractor.
Page 206 of 567
14. This Contract shall be governed by the laws of the State of Iowa and exclusive jurisdiction and
venue for any action arising out of or related to this Contract shall be the Iowa District Court for
Dubuque County
15. The City is exempt from federal excise tax and Iowa sales tax.
16. In the event any article, service, or process sold, delivered and/or performed hereunder is
covered by any patent, copyright, or application for either, the Contractor will indemnify and
save harmless the City from any and all loss, cost, or expenses on account of any and all claims,
suits, or judgments on account of the use or sale of such article or the use of such service or
process in violation of any patent, copyright, or application.
17. The Contractor agrees not to release any advertising copy mentioning the City or quoting the
opinion of any City employee without prior written authorization from the City of Dubuque.
18. Current Safety Data Sheets (SDS), when applicable to the order, will be provided by the
Contractor in accordance with all regulations.
19. The terms and conditions of sale as stated in this order govern in the event of conflict with any
terms of the Contractor's proposal, and are not subject to change by reason of any written or
verbal statements by the Contractor or by and terms stated in the Contractor's acknowledgment
unless same be accepted in writing by the City.
20. The City of Dubuque, State of Iowa and Department of Justice have entered into a Consent
Decree requiring the City to complete certain capital improvements pursuant to an established
schedule and to comply with certain capital improvements pursuant to an established schedule
and to comply with certain reporting and recordkeeping requirements. One of the terms of the
Consent Order is for the City to advise contractors whose duties might reasonably include
compliance with any provision of the Consent Decree with a copy of the Consent Decree. The
City expects its contractors to comply with the Consent Decree and to assist the City in
complying with the Consent Decree. As a requirement of this Contract, the Contractor shall
execute and return to City Exhibit the Certification Form attached this this Contract as Exhibit
A.
❑ THIS CONTRACTOR IS PERFORMING WORK FOR THE CITY OF DUBUQUE RELATED
TO THE WATER & RESOURCE RECOVERY CENTER OR THE SANITARY SEWER
COLLECTION SYSTEM. THEREFORE, THE CONSENT DECREE AND THIS SECTION
ARE APPLICABLE.
�■ THIS CONTRACTOR IS NOT PERFORMING WORK FOR THE CITY OF DUBUQUE
RELATED TO THE WATER & RESOURCE RECOVERY CENTER OR THE SANITARY
SEWER COLLECTION SYSTEM. THEREFORE THE CONSENT DECREE AND THIS
SECTION ARE NOT APPLICABLE.
Page 207 of 567
THE CITY AGREES.
The City agrees to pay the Vendor for the work actually performed under this Contract, up to the
amount stated below, less any agreed damages provided for in the Contract Documents.
CONTRACT AMOUNT: $ 4,107.00
CITY OF DUBUQUE, IOWA CONTRACTOR:
By v! 12/23/25 Zephyr Aluminum Products Inc.
Michael C. Van Mi ligen Date Company Name
City Manager ' 1
Signature D to
Zak 2�206&tl
Printed Name
I / o k ?" A P1C'-'k111�1� ? 1^
Title
Page 208 of 567
EXHIBIT A
CONSENT DECREE
RELATING TO THE
CITY OF DUBUQUE, IOWA
WATER & RESOURCE RECOVERY CENTER
AND
SEWER COLLECTION SYSTEM
NO CONTRACTOR OR CONSULTANT MAY PERFORM ANY WORK FOR THE CITY OF DUBUQUE
RELATED TO THE WATER & RESOURCE RECOVERY CENTER OR THE SEWER CONNECTION
SYSTEM UNLESS A SIGNED COPY OF THIS DOCUMENT IS RETURNED TO THE CITY OF DUBUQUE
ENGINEERING DEPARTMENT
The City of Dubuque, Iowa has entered into a Consent Decree in the case of The United States of America,
and the State of Iowa v. The City of Dubuque, Iowa, Civil Action No. Case 2:1 1-cv-0101 1-EMJ, Civil Action
Number 2008V00041, DOJ Case Number 90-5-1-1-09339, United States District Court for the Northern
District of Iowa. The provisions of the Consent Decree apply to and are binding upon the City and its officers,
directors, employees, agents, servants, successors, assigns, and all persons, firms and corporations under
contract with the City to perform the obligations of the Consent Decree.
The City is required to provide a copy of the Consent Decree to any contractor or consultant retained to
perform work required by the Consent Decree.
A copy of the Consent Decree can be found at
http://www.citVofdubugue.org/DocumentCenter/Home/View/3173. A paper copy is available upon request
from the City of Dubuque Engineering Department.
The City must condition any contract to perform work required under the Consent Decree upon performance
of the work in conformity with the provisions of the Consent Decree.
The Consent Decree also provides that until five years after the termination of the Consent Decree, the City
shall retain, and shall instruct its contractors and agents to preserve, all non -identical copies of all documents,
reports, data, records, or other information (including documents, records, or other information in electronic
form) in its or its contractors' or agents' possession or control, or that come into its or its contractors' or
agents' possession or control, and that relate in any manner to the City's performance of its obligations under
this Consent Decree, including any underlying research and analytical data. This information -retention
requirement shall apply regardless of any contrary City, corporate or institutional policies or procedures. At
any time during this information -retention period, upon request by the United States or the State, the City
shall provide copies of any documents, reports, analytical data, or other information required to be maintained
under the Consent Decree. At the conclusion of the information -retention period, the City shall notify the
United States and the State at least ninety (90) Days prior to the destruction of any documents, records, or
other information subject to such requirements and, upon request by the United States or the State, the City
shall deliver any such documents, records, or other information to the EPA or IDNR.
Page 209 of 567
Certification by Contractor or Consultant
The undersigned, on behalf of the Contractor or Consultant, with full authority to act on behalf of the
Contractor or Consultant, certifies to the City of Dubuque as follows:
1. 1 have received a copy of the Consent Decree in the case of The United States of America, and the State
of Iowa v. The City of Dubuque, Iowa, Civil Action No. Case 2:11-cv-01011-EMJ, Civil Action Number
2008V00041, DOJ Case Number 90-5-1-1-09339, United States District Court for the Northern District of
Iowa.
2. All work performed will be in conformity with the provisions of the Consent Decree.
3. All documents, reports, data, records, or other information (including documents, records, or other
information in electronic form) that relate in any manner to the performance of obligations under the Consent
Decree, including any underlying research and analytical data, will be retained as required by the Consent
Decree.
The Contractor or Consultant agrees to defend, indemnify, and hold harmless the City, its officers, agents,
or employees from and against any claims, including penalties, costs and fees as provided in the Consent
Decree, relating to or arising out of the Contractor's or Consultant's failure to comply with the Consent
Decree.
Contractor or Consultant:
M
Its
Date
Return signed copy to:
Engineering Department
50 W. 13th Street
Dubuque IA 52001
Page 210 of 567
EXHIBIT B
PERFORMANCE, PAYMENT AND MAINTENANCE BOND
KNOW ALL BY THESE PRESENTS:
That we, I as
(hereinafter the "Contractor" or "Principal") and
, as Surety are held and firmly bound unto
Dubuque, Iowa, as Obligee (hereinafter referred to as "Owner"), and to all persons who may b
any breach of any of the conditions of this Bond in the penal
Principal
e
the City of
injured by
sum of
dollars
($ ), lawful money of the United States, for the payment of which sum, well and truly
to be made, we bind ourselves, our heirs, legal representatives and assigns, jointly or severally, firmly by
these presents.
The conditions of the above obligations are such that whereas said Contractor entered into a contract with
the Owner, bearing date the day of , 20, (hereinafter the "Contract")
wherein said Contractor undertakes and agrees to construct the following project in accordance with the
Contract Documents, and to faithfully perform all the terms and requirements of said Contract within the time
therein specified, in a good and workmanlike manner, and in accordance with the Contract Documents. The
Contract Documents for
Project detail the
following described improvements:
INSERT PROJECT DESCRIPTION
(Use description from Notice to Bidders)
It is expressly understood and agreed by the Contractor and Surety in this Bond that the following provisions
are a part of this Bond and are binding upon said Contractor and Surety, to -wit:
PERFORMANCE: The Contractor shall well and faithfully observe, perform, fulfill, and abide by each
and every covenant, condition, and part of said Contract and Contract Documents, by reference made
a part hereof, for the project, and shall indemnify and save harmless the Owner from all outlay and
expense incurred by the Owner by reason of the Contractor's default of failure to perform as required.
The Contractor shall also be responsible for the default or failure to perform as required under the
Contract and Contract Documents by all its subcontractors, suppliers, agents, or employees
furnishing materials or providing labor in the performance of the Contract.
2. PAYMENT: The Contractor and the Surety on this Bond hereby agreed to pay all just claims
submitted by persons, firms, subcontractors, and corporations furnishing materials for or performing
labor in the performance of the Contract on account of which this Bond is given, including but not
limited to claims for all amounts due for labor, materials, lubricants, oil, gasoline, repairs on
machinery, equipment, and tools, consumed or used by the Contractor or any subcontractor, wherein
the same are not satisfied out of the portion of the contract price the Owner is required to retain until
completion of the improvement, but the Contractor and Surety shall not be liable to said persons,
firms, or corporations unless the claims of said claimants against said portion of the contract price
shall have been established as provided by law. The Contractor and Surety hereby bind themselves
to the obligations and conditions set forth in Chapter 573 of the Iowa Code, which by this reference
Page 211 of 567
is made a part hereof as though fully set out herein.
3. MAINTENANCE: The Contractor and the Surety on this Bond hereby agree, at their own expense:
A. To remedy any and all defects that may develop in or result from work to be performed under
the Contract Documents within the period of two (2) year(s) from the date of acceptance of the
work under the Contract, by reason of defects in workmanship, equipment installed, or materials
used in construction of said work;
B. To keep all work in continuous good repair; and
C. To pay the Owner's reasonable costs of monitoring and inspection to assure that any defects
are remedied, and to repay the Owner all outlay and expense incurred as a result of Contractor's
and Surety's failure to remedy any defect as required by this section.
Contractor's and Surety's Contract herein made extends to defects in workmanship or materials not
discovered or known to the Owner at the time such work was accepted.
4. GENERAL: Every Surety on this Bond shall be deemed and held bound, any contract to the contrary
notwithstanding, to the following provisions:
A. To consent without notice to any extension of time authorized in approved change orders to the
Contractor in which to perform the Contract;
B. To consent without notice to any change in the Contract or Contract Documents, authorized in
approved change orders which thereby increases the total contract price and the penal sum of
this Bond, provided that all such changes do not, in the aggregate, involve an increase of more
than twenty percent (20%) of the total contract price, and that this Bond shall then be released
as to such excess increase;
C. To consent without notice that this Bond shall remain in full force and effect until the Contract is
completed, whether completed within the specified contract period, within an extension thereof,
or within a period of time after the contract period has elapsed and the agreed damage penalty
is being charged against the Contractor.
The Contractor and every Surety on the Bond shall be deemed and held bound, any contract to the contrary
notwithstanding, to the following provisions:
D. That no provision of this Bond or of any other contract shall be valid that limits to less than five
(5) years after the acceptance of the work under the Contract the right to sue on this Bond.
E. That as used herein, the phrase "all outlay and expense" is not to be limited in any way, but
shall include the actual and reasonable costs and expenses incurred by the Owner including
interest, benefits, and overhead where applicable. Accordingly, "all outlay and expense" would
include but not be limited to all contract or employee expense, all equipment usage or rental,
materials, testing, outside experts, attorney's fees (including overhead expenses of the Owner's
staff attorneys), and all costs and expenses of litigation as they are incurred by the Owner. It is
intended the Contractor and Surety will defend and indemnify the Owner on all claims made
against the Owner on account of Contractor's failure to perform as required in the Contract and
Contract Documents, that all agreements and promises set forth in the Contract and Contract
Documents, in approved change orders, and in this Bond will be fulfilled, and that the Owner
Page 212 of 567
will be fully indemnified so that it will be put into the position it would have been in had the
Contract been performed in the first instance as required.
In the event the Owner incurs any "outlay and expense" in defending itself against any claim as to which the
Contractor or Surety should have provided the defense, or in the enforcement of the promises given by the
Contractor in the Contract, Contract Documents, or approved change orders, or in the enforcement of the
promises given by the Contractor and Surety in this Bond, the Contractor and Surety agree that they will
make the Owner whole for all such outlay and expense, provided that the Surety's obligation under this Bond
shall not exceed one hundred twenty-five percent (125%) of the penal sum of this Bond.
In the event that any actions or proceedings are initiated regarding this Bond, the parties agree that the venue
thereof shall be Dubuque County, State of Iowa. If legal action is required by the Owner to enforce the
provisions of this Bond or to collect the monetary obligation incurring to the benefit of the Owner, the Contractor
and the Surety agree, jointly, and severally, to pay the Owner all outlay and expense incurred therefor by the
Owner. All rights, powers, and remedies of the Owner hereunder shall be cumulative and not alternative and
shall be in addition to all rights, powers, and remedies given to the Owner, by law. The Owner may proceed
against surety for any amount guaranteed hereunder whether action is brought against the Contractor or
whether Contractor is joined in any such action(s) or not.
NOW THEREFORE, the condition of this obligation is such that if said Principal shall faithfully perform all the
promises of the Principal, as set forth and provided in the Contract, in the Contract Documents, and in this
Bond, then this obligation shall be null and void, otherwise it shall remain in full force and effect.
When a work, term, or phrase is used in this Bond, it shall be interpreted or construed first as defined in this
Bond, the Contract, or the Contract Documents; second, if not defined in the Bond, Contract, or Contract
Documents, it shall be interpreted or construed as defined in applicable provisions of the Iowa Code; third, if
not defined in the Iowa Code, it shall be interpreted or construed according to its generally accepted meaning
in the construction industry; and fourth, if it has no generally accepted meaning in the construction industry, it
shall be interpreted or construed according to its common or customary usage.
Failure to specify or particularize shall not exclude terms or provisions not mentioned and shall not limit liability
hereunder. The Contract and Contract Documents are hereby made a part of this Bond.
Project No.
Witness our hands, this day of , 20_.
SURETY COUNTERSIGNED BY: PRINCIPAL:
Signature of Agent
Printed Name of Agent
Company Address
City, State, Zip Code
Company Telephone Number
Contractor
By:
Signature
Printed Name
Title
FORM APPROVED BY:
Page 213 of 567
Representative for Owner
SURETY:
Surety Company
M
Signature Attorney -in -Fact Officer
Printed Name of Attorney -in -Fact Officer
Company Name
Company Address
City, State, Zip Code
Company Telephone Number
Page 214 of 567
NOTE:
2
3
All signatures on this performance, payment, and maintenance Bond must be
original signatures in ink; copies, facsimile, or electronic signatures will not be
accepted.
This Bond must be sealed with the Surety's raised, embossing seal.
The name and signature of the Surety's Attorney-in-Fact/Officer entered on this
Bond must be exactly as listed on the Certificate or Power of Attorney accompanying
this Bond.
Page 215 of 567
Class A:
Class R-
Class C:
EXHIBIT C
INSURANCE SCHEDULE F
Asbestos Removal
Fiber Optics
Sanitary Sewers
Asphalt Paving
Fire Protection
Sheet Metal
Concrete
Fireproofing
Site Utilities
Construction Managers
General Contractors
Shoring
Cranes
HVAC
Special construction
Culverts
Mechanical
Steel
Decking
Paving & Surfacing
Storm sewers
Demolition
Piles & Caissons
Structural Steel
Deconstruction
Plumbing
Trails
Earthwork
Retaining Walls
Tunneling
Electrical
Reinforcement
Water main
Elevators
Roofing
Chemical Spraying
Masonry
Rough Carpentry
Doors, Window &
Vehicular Snow
Stump Grinding
Glazing
Removal
Tank Coating
Drywall Systems
Painting & Wall
Tree Removal
Fertilizer Application
Covering
Tree Trimming
Geotech Boring
Pest Control
Tuckpointing
Insulation
Scaffolding
Waterproofing
Finish Carpentry
Sidewalks
Well Drilling
Landscaping
Plastering
Carpet Cleaning
Carpet & Resilient
Flooring
Caulking & Sealants
Acoustical Ceiling
Filter Cleaning
General Cleaning
Grass Cutting
Janitorial
Non Vehicular Snow &
Ice Removal
Office Furnishings
Power Washing
Tile & Terrazzo
Flooring
Window Washing
Page 216 of 567
INSURANCE SCHEDULE F (continued)
Contractor shall furnish a signed certificate of insurance to the department responsible for the contract
for the coverage required in Exhibit I prior to commencing work and at the end of the project if the term
of work is longer than 60 days. Contractors presenting annual certificates shall present a certificate at
the end of each project with the final billing. Each certificate shall be prepared on the most current
ACORD form approved by the Iowa Department of Insurance or an equivalent approved by the Director
of Finance and Budget or Designee. The certificate must clearly indicate the project number, project
name, or project description for which it is being provided Eg: Project # 2849900005 Project
name: ImOn Ice Arena ADA Door Install or Project Location at Imon Ice Arena or
construction of ImOn Ice Arena ADA Swing Door Actuator Installation.
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa
and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each Certificate required shall be furnished to the Engineering Department of the City of Dubuque.
4. Failure to provide the coverages described in this Insurance Schedule 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 contract.
5. Contractor shall require all subcontractors and sub -subcontractors to obtain and maintain during the
performance of work insurance for the coverages described in this Insurance Schedule and shall obtain
certificates of insurance from all such subcontractors and sub -subcontractors. Contractor agrees that it
shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such
coverage. The City may request a copy of such certificates from the Contractor.
6. All required endorsements shall be attached to the certificate. The certificate is due before the
contract/agreement can be approved.
7. Whenever an ISO form is referenced the current edition must be provided.
8. Contractor shall be required to carry the minimum coverage/limit, or greater if required by law or other
legal agreement, in Exhibit I - Insurance Schedule F. If the contractor's limits of liability are higher than
the required minimum limit, then the contractor's limits shall be this agreement's required limits.
9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy
premiums and other cost associated with the insurance policies required below.
10. All certificates of insurance must include agents name, phone number, and email address.
11. The City of Dubuque reserves the right to require complete, certified copies of all required insurance
policies, including endorsements, required by this Schedule at any time.
12. The City of Dubuque reserves the right to modify these requirements, including limits, based on
changes in the risk or other special circumstances during the term of the contract, subject to written
mutual agreement attached hereto.
Page 217 of 567
INSURANCE SCHEDULE F (continued)
EXHIBIT I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
$2,000,000
Products -Completed Operations Aggregate Limit$2,000,000
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
1) Coverage shall be written on an occurrence, not claims made, form. The general liability
coverage shall be written in accord with ISO form CG 00 01 or business owners form BP
00 02. All deviations from the standard ISO commercial general liability form CG 00 01
or business owners form BP 00 02 shall be clearly identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate
Limit" or CG 25 03 "Designated Construction Project(s) General Aggregate Limit" as
appropriate.
3) Include endorsement indicating that coverage is primary and non-contributory.
4) Include Preservation of Governmental Immunities Endorsement. (Sample attached).
5) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its
employees, agents, and volunteers, all its boards, commissions and/or authorities
and their board members, employees, agents, and volunteers. Use ISO form CG 20
10 (Ongoing operations).
6) The additional insured endorsement shall include completed operations under ISO form
CG 20 37 during the project term and for a period of two years after the completion of
the project.
7) Policy shall include Waiver of Right to Recover from Others endorsement.
8) Policy shall include cancellation and material change endorsement providing thirty (30)
days advance written notice of cancellation, non -renewal, reduction in insurance
coverage and/or limits and ten (10) days written notice of non-payment of premium shall
be sent to: City of Dubuque Finance Department, 50 West 13th Street Dubuque, Iowa
52001.
9) Contractor and subcontractor shall not use any drone without the prior written approval
of the City of Dubuque. Any drone usage must comply with above liability limits and the
additional insured endorsement must name the City of Dubuque with respect to aircraft
liability coverage.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as
prescribed by Iowa Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Page 218 of 567
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers'
Compensation Insurance, the Contractor shall have a copy of the State's Nonelection of
Workers' Compensation or Employers' Liability Coverage form on file with the Iowa
Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22.
Completed form must be attached.
C) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's business
does not own any vehicles, coverage is required on non -owned and hired vehicles.
1) Policy shall include Waiver of Right to Recover from Others endorsement.
D) UMBRELLA/EXCESS LIABILITY
The General Liability, Automobile Liability and Employer's Liability Insurance requirements may
be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the
Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall
include the same endorsements as required of the primary policies including but not limited to
Waiver of Subrogation and Primary and Non-contributory in favor of the City.
All Class A contractors with contract values in excess of $10,000,000 must have
umbrella/excess liability coverage of $10,000,000.
All Class A and Class B contractors with contract values between $500,000 and $10,000,000
must have umbrella/excess liability coverage of $3,000,000.
All Class A and B contractors with contract values less than $500,000 must have
umbrella/excess liability coverage of $1,000,000.
All Class C contractors are not required to have umbrella/excess liability coverage.
All contractors performing earth work must have a minimum of $3,000,000 umbrella regardless
of the contract value.
E) POLLUTION LIABILITY
Coverage required: Yes X No
Pollution liability coverage shall be required if project involves any pollution exposure for
hazardous or contaminated materials including, but not limited to, the removal of lead, asbestos,
or PCB's. Pollution product and complete operations coverage shall also be covered.
Each Occurrence $2,000,000
Page 219 of 567
Policy Aggregate $4,000,000
1) Policy to include job site and transportation coverage.
2) Include additional insured for:
The City of Dubuque, including all its elected and appointed officials, all its
employees, agents, and volunteers, all its boards, commissions and/or authorities
and their board members, employees and volunteers. Use ISO form CG 20 10.
(Ongoing operations) or its equivalent and CG 20 37 (completed operations) or its
equivalent.
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after completion of project.
5) Include endorsement indicating that coverage is primary and non-contributory.
6) Policy shall include waiver of right to recovery from others endorsement.
7) Pollution liability shall include ISP endorsement CA 99 48. Pollution Liability -Broadened
Coverage for Covered Autos, or equivalent endorsement if the contractor has vehicles
that transport fuel onto the Owner's property.
F) RAILROAD PROTECTIVE LIABILITY
Coverage required: _ Yes X No
Any contract for construction or demolition work on or within fifty feet (50') from the edge of the
tracks of a railroad and affecting any railroad bridge, trestle, tracks, roadbeds, tunnel,
underpass, or crossing, for which an easement, license or indemnification of the railroad is
required, shall require evidence of the following additional coverages.
Railroad Protective Liability:
$ each occurrence (per limits required by Railroad)
$ policy aggregate (per limits required by Railroad)
AND
An endorsement to the Commercial General Liability policy equal to ISO CG 24 17 (Contractual
Liability -Railroads). A copy of this endorsement shall be attached to the certificate of insurance.
Page 220 of 567
Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain immunities which
may be available to you. Naming the City of Dubuque as an additional insured on your insurance as is
requested by this Insurance Schedule may result in your waiver of those immunities. If you would like to
preserve those immunities, please use this endorsement or an equivalent form. The preservation of immunities
is for your benefit.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of
this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the
defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4
as it now exists and as it may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims
not subject to the defense of governmental immunity under the Code of Iowa 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 insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not
deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of
governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of
governmental immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or
alter the coverage available under the policy.
SPECIMEN
Page 221 of 567
EXHIBIT D
I11X0_1W9191 MIall /_10M4
a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21;
b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal -aid programs and projects);
c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR Part 27;
e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits
discrimination on the basis of age);
f) Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
g) The Civil Rights Restoration Act of 1987, (PL 100-209); (broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964 to include that entities that receive
federal funding must comply with civil rights legislation, including the Civil Rights Act of 1964,
the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973, in all
operations, not just in the program or activity receiving federal funding);
h) Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as
implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38;
i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
j) Section 1557of the Affordable Care Act (prohibits discrimination on the basis of national
origin);
k) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 et seq.)
(prohibits discrimination because of sex in education programs or activities);
1) Drug Abuse Office and Treatment Act of 1972, as amended (21 U.S.C. § 1101 et seq.); and
m) Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as
amended (42 U.S.C. § 4541, et seq.).
Page 222 of 567
PROPOSAL
ZEPHYR ALUMINUM PRODUCTS, INC.
555 HUFF STREET, PO BOX 936
DUBUQUE, IOWA 52004-0936
Phone: (563) 588-2036
Toll -Free: (800) 747-9397
Fax: (563)588-4355
PROPOSAL SUBMITTED TO
PHONE FAX
DATE
City of Dubuque
10/20/2025
STREET
JOB NAME
ImOn Ice Arena
CITY, STATE, AND ZIP CODE
JOB LOCATION
Dubuque, IA
We propose to furnish and install ( 1 ) clear anodized ASSA ABLOY SW100 swing door operator with ( 2 ) wireless push button
transmitters and ( 1 ) exterior bollard post.
Excludes:
- 110 volt electrical service to operator header.
We propose hereby to furnish material and labor -- complete in accordance with above specifications, for the sum of:
----------------------------------------------------------------dollars ( $4,107.00 )
Flayment to be made as o ows:
If you have ANY questions, Please give me a call at 1-800-747-9397
All material is guaranteed to be as specified. All work to be completed in a workmanlike manner Authorized
According to standard practices. Any alteration or deviation from above specifications involving Signature Rick Rausch
Extra costs will be executed only upon written orders, and will become an extra charge over and
Above the estimate. All agreements contingent upon strikes, accidents or delays beyond our
Control. Owner to carry fire, tornado and other necessary insurance. Our workers are fully
Covered by Workman's Compensation Insurance. Note: This proposal may be withdrawn by us if not accepted within 30 days.
Acceptance Of Proposal -- The above prices, specifications and
Conditions are satisfactory and are hereby accepted. You are authorized Signature
To do the work as specified. Payment will be made as outlined above.
Date of Acceptance: Signature
Page 223 of 567
Workplace Solutions CINrAs®
Cooperative Acceptance Agreement READY FOR THE WORKDAY
Location #: 023M
Contract #: 211011348
Customer #: 17275332 (if locally managed MLA please
replace agreement # with current
Main Corporate Code - Omnia Nebraska Rental/FS MLA CC #13897 MLA Agreement #211011348 Locally Managed MLA)
GPO CC #13897 GPO Agreement #211011196 Date: 12/22/25
Customer/Participating Agency: City of Dubuque ("Customer") Phone: 563.589.4131
Address: 50 W. 13th St. City: Dubuque State: IA Zip: 52001
#
X275
DESCRIPTIONITEM
MENS SNAG RESISTANT MM POLO
.••. ITEM
® Yes ❑ No
UNIT PRICE
0.391
� LOSSIDAMAGE
30.591
X381
CARHARTT 5 PKT JN
® Yes ❑ No
0.444
24.300
X382
CARHARTT CARP JN
® Yes ❑ No
0.444
26.550
X383
CARHARTT DUNGAREE PANT
® Yes ❑ No
0.449
29.700
X935
CINTAS COMFORT MENS SHIRT
® Yes ❑ No
0.165
24.291
X945
MENS COMFORT PANT WORK PANTS
® Yes ❑ No
0.216
28.791
Space for additional entries provided on page 5
This Workplace Solutions Cooperative Acceptance Agreement (this "Acceptance Agreement") is effective as of the date of execution for a term
of 36 months from the date of installation or renewal (the "Term").
Standard Name Emblem
$ 2.50 ea
Standard Agency Emblem
$ 4.50 ea
Custom Agency Emblem
$ 4.50 ea
Embroidery
$ NA ea
Uniform Advantage
Item: Uniform Advantage
$ .095 ea per week
Premium Uniform Advantage
Item: Premium Uniform Advantage
$ NA ea per week
Emblem Advantage
Item: Emblem Advantage
$ .108 ea per week
Prep Advantage
Item: Prep Advantage
$ .060 ea per week
Minimum Charge
$35 per delivery or 50% of initial invoice (the greater of the two).
Make -Up Charge
$ 2.25 per garment
Non-Standard/Special Cut Garment (i.e., non-standard, non -stocked unusually small or large sizes, unusually
short or long sleeve or length, etc.) premium
$ .155 per garment
Under no circumstances will Cintas accept textiles bearing free liquid. Shop towels may not be used to clean up oil or solvent spills.
Artwork Charge for Logo Mat $ NA
Payment Terms: Net 30
Size Change
Customer agrees to have employees measured by a Cintas representative using garment "size samples"
or Cintas TruFit. A charge of $ 3.00 per garment will be assessed for employee's size changed
within 4 weeks of installation.
Other
#
DESCRIPTIONITEM • I INVENTORY
10184
3X5 ACTIVE SCRAPER MAT
WEEKLY
1
2.990
10189
3X5 XTRACTION MAT ONYX
WEEKLY
1
6.990
10192
4X6 XTRACTION MAT ONYX
WEEKLY
1
7.833
1948
48" MOP FRAME
WEEKLY
1
0
2160
SM SHOP TOWEL - RED
WEEKLY
1
0.124
2590
36" DUST MOP
WEEKLY
1
1.749
2604
48" DUST MOP
BI-WEEKLY
1
1.983
2650
WET MOP LARGE
WEEKLY
1
1.717
Space for additional entries provided on page 5
Automatic Lost Replacement Charge
Item:2160
% of inventory2
$ .492 ea
Automatic Lost Replacement Charge
Item:2700
% of inventory5
$ .781 ea
CHECKBOX
Initial and check box if Unilease. All Garments will be cleaned by customer.
Initial and check box if receiving Linen Service. Company will take periodic physical inventories of items
in possession or under control.
Initial and check box if receiving direct embroidery. If service is discontinued for any employee or
Customer deletes any of the garments direct embroidery for any reason, or terminates this Acceptance
Agreement for any reason or fails to renew this Acceptance Agreement, Customer will purchase
all direct embroidered garments at the time they are removed from service at the then current
replacement values. (See Section 6 of Cintas General Service Terms Section).
Cintas Representative Initials: .Ul Customer Initials: MVM
e 1 of
Page Pe
PLEASE READ THESE TERMS CAREFULLY. BY SIGNING THIS ACCEPTANCE AGREEMENT, YOU ACKNOWLEDGE
THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS.
OMNIA PARTICIPATING PUBLIC AGENCIES TERMS
1. Participating Public Agencies: Cintas Corporation No. 2 ("Cintas") agrees to extend the same terms, conditions, and covenants agreed to under the OMNIA Vendor
Agreement executed between Cintas and University of Nebraska (the "Master Agreement") to other government agencies ("Participating Public Agencies") that, in
their discretion, desire to access the Master Agreement in accordance with all terms and conditions contained herein or attached hereto. Each Participating Public
Agency will be exclusively responsible and deal directly with Cintas on matters relating to length of agreement, ordering, delivery, inspection, acceptance, invoicing,
and payment for products and services in accordance with the terms and conditions of the Master Agreement. By executing this Acceptance Agreement, the Customer
identified on Page 1 herein agrees to be bound by the terms and conditions set forth in the Master Agreement as a Participating Public Agency and the terms and
conditions set forth in this Acceptance Agreement. Master Agreement #001299 available at https://www.omniapartners.com/publicsector.
2. Dispute Resolution — Arbitration and Class Waiver: This provision shall take precedence over and supersede any contrary or conflicting provision in the Master Agreement.
a. Arbitration Notice: Customer agrees to the maximum extent permitted by law that any dispute, controversy, or claim arising out of or relating to this Acceptance
Agreement (including its enforcement, performance, breach, arbitrability, or interpretation) or to the products or services provided hereunder will be submitted
to and resolved by final and binding individual arbitration. ARBITRATION MEANS THAT AN ARBITRATOR, AND NOT A JUDGE OR A JURY, WILL DECIDE THE
DISPUTE, CONTROVERSY, OR CLAIM. BY ACCEPTING THESE TERMS, YOU AND CINTAS ARE EACH EXPRESSLY WAIVING THE RIGHT TO A TRIAL BY JURY
AND TO PURSUE OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE CLAIMS OR PROCEEDINGS EITHER IN ARBITRATION
OR IN ANY COURT. To the extent a class or collective action or representative claim or proceeding may not be waived, you agree to stay any such actions, claims,
and proceedings until after all actions, claims, and proceedings subject to arbitration are fully resolved.
b. Arbitration Procedures: Any arbitration between Customer and Cintas will be governed by the Commercial Dispute Resolution Procedures and the Supplementary
Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Acceptance
Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or
by contacting Cintas. Any arbitration hearings will take place in the state in which Customer is located; provided, however, that if the claim is for $10,000 or less,
Customer may choose for the arbitration instead to conducted: (i) solely on the basis of documents submitted to the arbitrator; or (ii) through a telephonic hearing.
The arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
c. Fees: Arbitration fees will be assessed consistent with the AAA Rules.
d. No Class Actions in Arbitration or in Any Court, No Jury Trial: CUSTOMER AND CINTAS AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN ANY COURT. FURTHER, UNLESS BOTH CUSTOMER AND CINTAS
AGREE OTHERWISE, AN ARBITRATOR OR JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PARTICIPATING PUBLIC AGENCY'S CLAIMS AND MAY NOT
OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
FOR THE AVOIDANCE OF DOUBT, CUSTOMER AND CINTAS AGREE TO RESOLVE ANY DISPUTE ON AN INDIVIDUAL, NON -REPRESENTATIVE, NON -CLASS
BASIS IN ARBITRATION, BUT IF FOR ANY REASON SUCH DISPUTE PROCEEDS IN COURT, CUSTOMER AND CINTAS AGREE TO WAIVE ANY RIGHT TO HAVE
THE DISPUTE PROCEED AS A CLASS ACTION OR IN ANY REPRESENTATIVE CAPACITY WHATSOEVER. IF THE DISPUTE PROCEEDS IN COURT, CUSTOMER
AND CINTAS AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
e. Enforceability: If the requirement to submit any and all disputes, controversies, and claims to binding arbitration is found to be unenforceable or contrary to
applicable law, the dispute, controversy or claim will be resolved in accordance with, and governed by, the laws of the State in which the Participating Public
Agency exists.
f. Severability: If any section or provision of this 12, Dispute Resolution — Arbitration and Class Waiver, is found to be unenforceable or invalid, the parties will
substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions of the parties, and the remainder
will be given full force and effect.
3. Dispute Resolution — Timing of invoice challenges: Requests for an invoice adjustment or challenges to invoice amounts must be received by Cintas within 60 days of
Customer's receipt of the contested invoice, or any billing dispute is waived. Notification to Cintas of a request for an invoice adjustment must be made in writing and
must include the invoice number, disputed amount, and the reason for the disputed charge.
4. In the event of any conflict between this Acceptance Agreement and the Master Agreement, the Master Agreement shall prevail, except to the extent this Acceptance
Agreement specifically provides that it is superseding a provision in the Master Agreement.
1. Prices: Customer agrees to rent from Cintas, and Cintas agrees to provide to Customer, all of Customer's requirements for uniform rental products and services at the
prices listed in the Master Agreement, including annual price adjustments. An amendment to this Acceptance Agreement is not required when pricing in the Master
Agreement is updated and adjusted. There will be a minimum charge of thirty-five dollars ($35.00) or 50% of initial invoice (whichever is greater) per delivery (the
"Minimum Stop Charge") for each Customer location required to purchase its rental services from Cintas as set forth in this Acceptance Agreement. The Minimum Stop
Charge shall supersede any conflicting or different term in the Master Agreement.
2. Buyback of Non -Standard Garments: Customer has ordered from Company a garment rental service requiring garments that may not be standard to Company's
normal rental product line or include direct embroidery or an unusual emblem placement. Non-standard items will also include standard garments that have been
embroidered. Those non-standard products will be designated as such under Garment Description in the Uniform Product Rental Pricing Chart(s). In the event the
Customer deletes a non-standard product, alters the design of the non-standard product, fails to renew the Agreement, or terminates the Agreement in whole or in
part for any reason, the Customer agrees to buy back all remaining non-standard products allocated to Customer that the Company has in service and out of service at
the then current Loss/Damage Replacement Values.
3. Garments' Lack of Flame Retardant or Acid Resistant Features: Unless specified otherwise in writing by Cintas, the garments supplied under this Acceptance
Agreement are not flame retardant or acid resistant and contain no special flame retardant or acid resistant features. They are not designed for use in areas of
flammability risk or where contact with hazardous materials is possible. Flame resistant and acid resistant garments are available from Cintas upon request. Customer
warrants that none of the employees for whom garments are supplied pursuant to this Acceptance Agreement require flame retardant or acid resistant clothing.
4. Logo Mats: In the event that Customer decides to delete any mat bearing the Customer's logo (Logo Mat) from the rental program, changes the design of the Logo
Mats, terminates this Acceptance Agreement for any reason or fails to renew this Acceptance Agreement, the Customer will purchase at the time of deletion, design
change or termination, all remaining Logo mats that Cintas has in service and out of service held in inventory at the then current Loss/Damage Replacement Value.
5. Adding Employees: Additional employees and merchandise may be added to this Acceptance Agreement at any time upon written or oral request by the Customer to
Cintas. Any such additional employees or merchandise shall automatically become a part of and subject to the terms of this Acceptance Agreement. If such employees
are employed at a Customer location that is then participating under this Acceptance Agreement, the Customer shall pay Cintas the one-time preparation fee
indicated on the Master Agreement and / or outlined above. Customer shall not pay Cintas any one-time preparation fee for garments for employees included in the
initial installation of a Customer location. There will be a one-time charge for name and/or company emblems when employees are added to the program in garments
requiring emblems.
6. Emblem Guarantee: If Customer has requested that Cintas supply emblems designed exclusively for Customer featuring Customer's logo or other specific
identification (hereinafter "Customer Emblems"), Cintas will maintain a sufficient quantity of Customer Emblems in inventory to provide for Customer's needs and
maintain a low cost per emblem through quantity purchases.
In the event Customer decides to discontinue the use of Customer Emblems, changes the design of the Customer Emblems, terminates this Acceptance Agreement
for any reason or fails to renew this Acceptance Agreement, the Customer will purchase at the time of deletion, design change, termination or expiration, all remaining
Customer Emblems that Cintas allocated to Customer at the price indicated on the Master Agreement and / or outlined above of this Acceptance Agreement. In no
event shall the number of Customer Emblems allocated to Customer exceed the greater of (a) twelve (12) months' volume for each unique Customer Emblem or (b) a
quantity agreed to by Cintas and Customer and noted on the Master Agreement and / or outlined above.
7. Terminating Employees: Subject to the provisions of this Acceptance Agreement, the weekly rental charge attributable to any individual leaving the employ of the
Customer, or on a temporary leave of absence of three (3) weeks or more, shall be terminated upon oral or written notice by the Customer to Cintas but only after all
garments issued to that individual, or value of same at the then current Loss/Damage Replacement Values, are returned to Cintas.
8. Replacement: In the event any merchandise is lost, stolen or is not returned to Cintas, or is destroyed or damaged by fire, welding damage, acid, paint, ink, chemicals,
neglect or otherwise, the Customer agrees to pay for said merchandise at the then current Loss/Damage Replacement Values.
9. Additional Customer Locations: Notwithstanding anything to the contrary contained herein, there will be a minimum term equal to the greater of thirty-six (36) months
or the remainder of the Term for any individual Customer location added after the date of this Acceptance Agreement.
Cintas Representative Initials: Z l Customer Initials: MVM 2 of
Page 4420r567
10. Additional Items: Additional Customer employees, products and services may be added to this Acceptance Agreement and shall automatically become a part of and
subject to the terms hereof and all of its provisions. If this Acceptance Agreement is terminated early for convenience, the parties agree that the damages sustained by
Cintas will be substantial and difficult to ascertain. Therefore, if this Acceptance Agreement is terminated by Customer prior to the applicable expiration date for any
reason other than documented quality of service reasons which are not cured, or terminated by Cintas for non-payment by Customer at any time Customer will pay to
Cintas, as termination charges and not as a penalty based upon the following schedule:
If this Acceptance Agreement is cancelled for convenience in the first twelve months of the term, Customer shall pay as termination charges equal to 52 weeks of
rental service.
If this Acceptance Agreement is cancelled for convenience in months thirteen (13) through twenty-four (24) of the term, Customer shall pay as termination charges
equal to thirty-nine (39) weeks of rental service.
If this Acceptance Agreement is cancelled for convenience in months twenty-five (25) through thirty-six (36) of the term, Customer shall pay as termination charges
equal to twenty-six (26) weeks of rental service.
If this Acceptance Agreement is cancelled for convenience after thirty-six (36) months of service, Customer shall pay as termination charges of thirteen (13) weeks
of rental service.
- Customer shall also be responsible to return all of the merchandise allocated to such Customer locations terminating this Acceptance Agreement at the then
current Loss/Damage Replacement Values and for any unpaid charges on Customer's account prior to termination.
11. No Federal Contractor: As a material condition of this Agreement, Customer represents and warrants that: (a) this Agreement is not federally funded; (b) this
Agreement does not constitute, and is not entered into to support a federal government contract, subcontract or third party contract; (c) Cintas does not hereby
become a subrecipient, subgrantee, project participant, or third party contractor or subcontractor in relation to any contract with the federal government; and (d) by
entering this Agreement, Cintas does not become obligated to comply with federal regulations or federal laws (including specifically the Service Contact Act), whether
by virtue of such obligation flowing down from a contract between Customer and any third party, by virtue of federal funding being used in relation to this project, or
otherwise. In the event that any of the foregoing is or becomes untrue, Cintas shall have the option to unilaterally terminate this Agreement.
12. Prevailing Wage/Living Wage: Customer represents and warrants that this agreement is not subject to laws pertaining to prevailing wages, living wages, or other
wage and/or benefit requirements established by law ("Wage Statutes"). Customer agrees and acknowledges that it will not attempt to enforce any Wage Statutes in
relation to this agreement and Customer hereby waives and releases Cintas from any and all fines, penalties, interest, or other costs, expenses, or charges of any type
imposed by any federal, state, or local authority in relation to Cintas's failure to satisfy any such Wage Statute in relation to agreement.
13. Customer Type: Customer must select the appropriate response below:
Is Customer a United States federal government agency or instrumentality?
❑ Yes [I No (If Yes, Customer must provide any applicable U.S. government flowdown terms and conditions, which will only be
binding on Cintas if attached hereto and agreed to by Cintas prior to execution of this Acceptance Agreement).
14. Customer Funding Source: Customer must select the appropriate response below:
Will Customer pay for the goods and services ordered under this Acceptance Agreement with any United States government funds?
❑ Yes El No (If Yes, Customer must provide any applicable U.S. government flowdown terms and conditions, which will only be
binding on Cintas if attached hereto and agreed to by Cintas prior to execution of this Acceptance Agreement).
15. Additional Terms: Customer must select the appropriate response below:
Does Customer require any additional terms and conditions to be incorporated into this Acceptance Agreement, or is Customer accepting the Agreement without
additional terms?
❑ Yes, additional terms required (If Yes, Customer must provide any applicable additional terms and conditions, which will only be binding on
❑ No additional terms needed Cintas if attached hereto and agreed to by Cintas prior to execution of this Acceptance Agreement).
16. 1 authorize Cintas to verify my credit on Credit.net and/or by contacting the parties provided. I am authorized to sign on behalf of this company. In addition, I authorize
Cintas to open a new account on behalf of the company and deliver the products or services listed above at the agreed upon pricing and delivery terms.
Cintas Location #: 023M Customer Siq nature: pft4.
Cintas Representative Signature: Print Name: MlChae C. Van Milli en
Title: Key Account Manager Print Title: City Manager
Accepted -GM: Email: Ctymgr(_Cityofdubuque.Orq
Cintas Enterprise Account: 0 Yes ❑ No Customer Contact: Tony BreitbaCh
Cintas Enterprise Partner Name: Joe Winkler Customer Contact Email: tbreitba(CD-01YOfdubug ue.O1Q
Cintas Representative Initials: L? Customer Initials: MVM 3 of
Page 44z0r567
Accounts Payable Contact •
aNrAs.
Billing Information READY FOR THE WORKDAY"
How should the Business Name read on the invoice? CITY OF DUBUQUE
Do you have other sites/locations within vour comDanv that are set uD for billina with Cintas? ® YES ❑ NO ❑ UNSURE
Are you Tax Exempt? ® YES ❑ NO If Yes, where can I get a copy of your tax-exempt form?
PAYER INFORMATION: This section covers the address where the person who pays the bills is and their contact information.
Account Pavable Contact Name: See location listing page (last page of agreement)
Account Pavable Contact Phone #:
Account Payable Email:
Paver Street Address:
City: ST/PROV: ZIP/PC:
We will use the Payer address above as the address that is used for credit reference/credit check if it is different from service address.
BILL -TO INFORMATION: This section covers where the bill will be mailed/sent to.
❑ Same as Payer OR ® Same as Sold -To
Bill -To Street Address:
City: ST/PROV: ZIP/PC:
WE CAN CUSTOMIZE HOW YOU RECEIVE YOUR BILL FOR PAYMENT PROCESSING
Invoice Delivery (choose one): 0 Leave at Site and Email ❑ Email Only ❑ Physically Mail ❑ Leave at site after service
Do invoices require a purchase order? ❑ YES ❑ NO If yes, please provide PO#
Will the same PO need to araraear on each invoice? ❑ YES ❑ NO Is there an expiration date?
PAYMENT TERMS: Net 30 Standard
PAYMENT OPTIONS
❑ Check
❑ ACH/EFT - We will have our ACH/EFT team contact the AP contact above with ACH/EFT payment details
❑ Credit Card - We will have our Payment Center contact the AP Contact above for credit card details
Unless noted below, your AP contact above will be automatically registered to manage your Cintas account online with myCintas
Billing. myCintas allows you to conveniently access your account anytime using your computer, tablet, or mobile device!
Do not send information about Online Bill Pay (US Only)
Cintas Representative Initials: Customer Initials: MVM Of
Page r2.'
Continued from page 1
ITEM #
DESCRIPTION
STANDARD ITEM
❑Yes No
UNIT PRICE
LOSSIDAMAGE
❑Yes No
❑Yes El No
❑Yes ❑No
❑Yes El No
❑Yes ❑No
❑Yes El No
❑Yes ❑No
❑Yes El No
❑Yes ❑No
❑Yes El No
❑Yes ❑No
❑Yes El No
❑Yes ❑No
❑Yes El No
❑Yes No
❑Yes No
❑Yes No
❑Yes El No
❑Yes ❑No
❑Yes ❑No
❑Yes ❑No
❑Yes El No
❑Yes ❑No
❑Yes El No
❑Yes ❑No
Continued from page 1
#
DESCRIPTIONITEM • INVENTORY
2700
TERRY TOWEL
WEEKLY
1
0.134
6680
DISPOSABLE URINAL MAT SERVICE
BI-WEEKLY
1
4.320
6922
WOOD WET MOP HANDLE
WEEKLY
1
0
6923
FIBERGLASS WET MOP HANDLE
WEEKLY
1
0
6924
WOOD DUST MOP HANDLE
WEEKLY
1
0
7464
DISPOSABLE URINAL MAT REFILL
WEEKLY
1
0
84030
3X10 GRAY MAT
MONTHLY
1
7.625
84030
3X10 GRAY MAT
BI-WEEKLY
1
5.083
84030
3X10 GRAY MAT
WEEKLY
1
3.389
84330
3X5 GRAY MAT
MONTHLY
1
5.191
84330
3X5 GRAY MAT
BI-WEEKLY
1
3.461
84330
3X5 GRAY MAT
WEEKLY
1
2.307
84430
4X6 GRAY MAT
MONTHLY
1
4.937
84430
4X6 GRAY MAT
BI-WEEKLY
1
2.999
84430
4X6 GRAY MAT
WEEKLY
1
2.194
10189
3X5 XTRACTION MAT ONYX
BI-WEEKLY
1
9.990
10192
4X6 XTRACTION MAT ONYX
BI-WEEKLY
1
10.990
10198
3X10 TRAFFIC MAT
BI-WEEKLY
1
7.99
2570
24" DUST MOP
BI-WEEKLY
1
1.530
2995
CRT CABINET
BI-WEEKLY
1
0.000
9025
CENTERPULL TOWELL
BI-WEEKLY
1
8.393
9207
SANIS BOWL CLIP SERVICE
BI-WEEKLY
1
3.237
9210
URINAL SCREEN SERVICE
BI-WEEKLY
1
2.995
9995
BOWL FRESH SERVICE CUCUMBER
MONTHLY
1
2.995
10184
3X5 ACTIVE SCRAPER MAT
BI-WEEKLY
1
3.490
Additional sites added at a later date will be required to sign the attached Exhibit A with a minimum term of 36 months.
Cintas Representative Initials: Z l Customer Initials: MVM sof
Page �291567
City of Dubuque
925 Kerper Ct.
Dubuque, IA 52001
Sold To #: 17275332
Bill To Address: Same as above
City of Dubuque
1902 Hawthorne St.
Dubuque, IA 52001
Sold To #: 10704469
Bill To Address: Same as above
City of Dubuque
830 Bluff St.
Dubuque, IA 52001
Sold To #: 15644388
Bill To Address:
950 Elm St.
Dubuque, IA 52001
City of Dubuque
14501 Hwy 20W
Dubuque, IA 52003
Sold To #: 18773240
Bill To Addres:
925 Kerper Ct.
Dubuquie, IA 52001
City of Dubuque
50 W 13th St.
Dubuque, IA 52001
Sold To #: 15644333
Bill To Address: Same as above
City of Dubuque
950 Elm St.
Dubuque, IA 52001
Sold To #: 17621692
Bill To Address: Same as above
City of Dubuque
2200 Bunker Hill Rd.
Dubuque, IA 52001
Sold To #: 17731807
Bill To Address: Same as above
City of Dubuque
1300 Main St.
Dubuque, IA 52001
Sold To #: 15644345
Bill To Address:
50 W 13th St.
Dubuque, IA 52001
City of Dubuque
949 Kerper Blvd.
Dubuque, IA 52001
Sold To: 17444292
Bill To Address:
Same as Above
City of Dubuque
999 Julien Dubuque Dr.
Dubuque, IA 52003
Sold To #: 15644302
Bill To Address: Same as Above
City of Dubuque
350 W. 6th St.
Dubuque, IA 52003
Sold To #: 15644170
Bill To Address:
50 W. 13th St.
Dubuque, IA 52001
Cintas Reoresentative Initials
1-1 l Customer Initials: MVM
6 of
Page �2yr567